SoOum Corp. (fka SOUM)

[Dragonwing]

Kiphart Richard P • SC 13D/A • Swordfish Financial/Inc • On 8/30/10

Item 3. Source and Amount of Funds or Other Consideration.
On August 14, 2009, Nature Vision, Inc. (predecessor to Swordfish Financial, Inc.) closed a Stock Purchase Agreement with Swordfish Financial, Inc. (the “Company”) pursuant to which Nature Vision sold an aggregate of 10,987,417 shares of its common stock to the Company in exchange for a $3,500,000 promissory note. Under the terms of the Stock Purchase Agreement, Nature Vision canceled all of its outstanding stock options and warrants, including Mr. Kiphart’s warrants to purchase 200,000 shares and options to purchase 6,800 shares of Nature Vision’s common stock.

On August 17, 2009, the Company borrowed $200,000 from Mr. Kiphart evidenced by a demand promissory note in order to meet its short-term cash flow requirement. This demand promissory note is secured by a second lien on the Company's assets and has an interest rate of 15%. The entire principal and accrued interest is payable upon demand anytime after the date of the demand promissory note.

On August 18, 2010, the Company borrowed an additional $50,000 from Mr. Kiphart pursuant to a Promissory Note and Grant of Rights to further meet its short-term cash flow requirement. The entire principal and accrued interest is payable on demand one hundred eighty days from the date of the note. Under the note, Mr. Kiphart may convert at any time from the date of the note the principal balance plus accrued interest into the Company’s common stock at the conversion rate of $0.10 per share. As additional consideration for the note, the Company granted to Mr. Kiphart the right to convert his $200,000 outstanding loan, plus accrued interest, into shares of Company common stock at the conversion rate of $0.10 per share. As further consideration for the note, the Company also granted to Mr. Kiphart, the right to invest in the Company by purchasing additional 2,000,000 shares of Company common stock at a purchase price of $0.10 per share.

The source of the funds for Mr. Kiphart’s loans to the Company was personal funds.

Item 4. Purpose of Transaction.
As noted in Item 3 above, on August 14, 2009, Mr. Kiphart’s warrants to purchase 200,000 shares and stock options to purchase 6,800 shares of Company common stock were cancelled.

As consideration for his loans of $200,000 and $50,000 to the Company, Mr. Kiphart received rights to purchase 4,500,000 shares of Company common stock at a purchase price of $0.10 per share. Mr. Kiphart may convert his accrued interest owing on the promissory notes into additional Company common stock at the conversion rate of $0.10 per share. As of August 18, 2010, $30,000 in interest had accrued on the $200,000 note. Therefore, Mr. Kiphart has the right to purchase an additional 300,000 shares of Company common stock. Mr. Kiphart acquired the foregoing rights for investment purposes.

Mr. Kiphart presently does not have plans or proposals that relate to or would result in transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D, but he reserves the right to formulate such plans or proposals, and to take action with respect thereto.

Item 5. Interest in Securities of the Issuer.
(a)As of August 18, 2010, Mr. Kiphart is the beneficial owner of 5,243,952 shares of common shares of the Company (which includes 4,800,000 shares of which may be purchased upon exercise of conversion rights and other rights to purchase Company common stock), representing approximately 29.0% of the outstanding common stock of the Company.

(b)As of August 18, 2010, Mr. Kiphart has the sole power to vote and the sole power to dispose of 5,243,952 common shares of the Company (which includes 4,800,000 shares of which may be purchased upon exercise of conversion rights and other rights to purchase Company common stock).

http://www.secinfo.com/dRc22.r1m2.htm
http://www.secinfo.com/$/SEC/Registrant.asp?CIK=904775&View=All&List=A#Affiliates

Root Capital
Root Capital is a nonprofit social investment fund that is pioneering finance for grassroots businesses in rural areas of developing countries. We provide capital, financial education, and market connections to small and growing businesses that build sustainable livelihoods and transform rural communities in poor, environmentally vulnerable places.

Richard P. Kiphart Principal, William Blair & Company
Mr. Kiphart is a principal of the Chicago-based investment firm William Blair & Company, having joined in 1965. He earned a bachelor’s degree in engineering science from Dartmouth College in 1963 an M.B.A. from Harvard Business School in 1965, and served as an officer in the U.S. Navy aboard a minesweeper during the Vietnam War. He served as chairman of Concord EFS, Inc., a NYSE company in the credit-card processing industry, which merged with First Data Corporation in 2004. He is chairman of Lime Energy, Ranir Corporation, and Hello Music. From June 2001 to June 2005 he was chairman of Chicago’s Merit School of Music. In May, 2006 he became president and CEO of the Lyric Opera of Chicago. In June 2006 he became chairman of the Erikson Institute, a Chicago graduate school in child development. He is on the Advisory board of DATA (Debt, AIDS, Trade, Africa), an organization formed in 2002 by rock star and social activist Bono. He and his wife Susan live in Chicago

http://www.rootcapital.org/about_board.php
http://www.williamblair.com/Pages/kiphart.asp