- Amended Statement of Beneficial Ownership (SC 13D/A)
September 20 2012 - 4:00PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
(Name of Issuer)
COMMON STOCK, $.001 par value
(Title of Class of Securities)
(CUSIP Number)
Frederic Dorwart
Frederic Dorwart, Lawyers
124 East Fourth Street
Tulsa, Oklahoma 74103
(918) 583-9922
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Boston Avenue Capital LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Oklahoma
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
7,504,489
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,504,489
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,504,489
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
43.28%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (limited liability company)
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Yorktown Avenue Capital, LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Oklahoma
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
16,000
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
16,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
16,000
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.09%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (limited liability company)
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Charles M. Gillman
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
7,550,489
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,550,489
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,550,489
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
43.55%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
James F. Adelson
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
7,520,489
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,520,489
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,520,489
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
43.38%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Stephen J. Heyman
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
7,520,489
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
7,520,489
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
7,520,489
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
43.38%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Combined Funding, Inc.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
447,550
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
447,550
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
447,550
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.58%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
CO
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Seven Grand, Ltd.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
0
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
234,270
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
234,270
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
234,270
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
1.35%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
J-Hawk II, LTD
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
0
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
52,000
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
52,000
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
52,000
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.30%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
J-Hawk I, LTD
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
0
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
161,280
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
161,280
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
161,280
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.93%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
CMC Cityscape II, Ltd
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
0
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
20,000
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
20,000
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
20,000
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.12%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
CMC Cityscape GP, LLC
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
20,000
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
20,000
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
20,000
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.12%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO (limited liability company)
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
James R. Hawkins
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
1,083,068
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
1,083,068
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,083,068
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
6.25%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
James D. Recks
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
PF
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
490,110
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
490,110
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
490,110
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
2.83%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Bosque Realty, Ltd.
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
WC
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
Texas
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
0
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
84,400
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
0
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
84,400
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
84,400
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.49%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
1
|
|
NAMES OF REPORTING PERSONS
|
|
|
|
Rondy Gray
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
|
(a) [X]
|
|
|
|
(b) [ ]
|
|
3
|
|
SEC USE ONLY
|
|
|
|
|
|
4
|
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
5
|
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
|
|
|
[ ]
|
|
6
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
United States
|
|
|
7
|
|
SOLE VOTING POWER
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
|
84,400
|
|
8
|
|
SHARED VOTING POWER
|
|
|
|
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
|
|
|
|
84,400
|
|
10
|
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
0
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
84,400
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
[ ]
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
|
0.49%
|
|
14
|
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
IN
|
Item 1. Security and Issuer
Item 1 is hereby amended by deleting Item 1 of the Initial 13D in its entirety and replacing it with the following:
The Schedule 13D is filed with the Securities and Exchange Commission on August 28, 2012 (the “Initial 13D”) by the Reporting Persons (defined below) with respect to the common stock, $0.001 par value per share (the “Common Stock”), of Littlefield Corporation, a Delaware corporation (the “Issuer” or the “Company”) is hereby amended by this Amendment No. 1 to furnish additional information set forth herein. The principal executive office address of the Issuer is 2501 North Lamar Blvd., Austin, Texas 78705.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended to add the following:
As disclosed on the Form 8-K filed by the Company on September 17, 2012, Messrs. Michael L. Wilfley and Carlton R. Williams resigned from the Company’s board of directors on September 7, 2012. On September 10, 2012, certain of the Reporting Persons attended a meeting of the Company’s board of directors. At this meeting, Mr. Alfred T. Stanley resigned from the board of directors and Mr. Recks was elected to the board of directors and was also elected president and chief executive officer of the Company.
By letter to the Company dated September 20, 2012, the Reporting Persons agreed to withdraw their demand for a special meeting of stockholders, provided that board of directors of the Company call a special meeting of the shareholders be held to remove Jeffrey L. Minch as a director without cause pursuant to Article III, Section 4 of the Company’s By-laws and elect a new director to replace Mr. Minch.
As of the date hereof, Boston and AMC Holdings, Inc. (“AMC”) are in negotiations respecting the purchase by AMC of certain shares of the Company’s Common Stock currently owned by Boston.
This Schedule 13D is not a solicitation of any action by shareholders of the Issuer. If a proxy statement is completed and filed, shareholders are advised to read the proxy statement when it becomes available because it will contain important information, and shareholders should rely on such proxy statement and not on this Schedule 13D. The proxy statement, if filed, will be available for free at the SEC’s website at
http://www.sec.gov
. CLS currently has no plans to solicit proxies.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Initial 13D is hereby amended to add the following:
As disclosed under Item 4 above, Boston is in negotiations with AMC to sell certain of the shares of the Company’s Common Stock owned by Boston to AMC.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 Joint Filing Agreement filed with the Initial 13D on August 28, 2012 and incorporated by reference herein.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
|
Dated: September 20, 2012
|
|
|
|
|
|
COMBINED FUNDING, INC.
|
|
BOSTON AVENUE CAPITAL LLC
|
|
|
|
|
|
/s/ James R. Hawkins
|
|
/s/ Stephen J. Heyman
|
|
President
|
|
Manager
|
|
|
|
|
|
SEVEN GRAND, LTD.
|
|
BOSTON AVENUE CAPITAL LLC
|
|
By: Combined Funding, Inc.
|
|
|
|
its General Partner
|
|
/s/ James F. Adelson
|
|
|
|
Manager
|
|
/s/ James R. Hawkins
|
|
|
|
President
|
|
YORKTOWN AVENUE CAPITAL, LLC
|
|
J-HAWK II, LTD
|
|
|
|
By: Combined Funding, Inc.
|
|
/s/ Stephen J. Heyman
|
|
its General Partner
|
|
Manager
|
|
|
|
|
|
/s/ James R. Hawkins
|
|
|
|
President
|
|
YORKTOWN AVENUE CAPITAL, LLC
|
|
J-HAWK I, LTD
|
|
|
|
By: Combined Funding, Inc.
|
|
/s/ James F. Adelson
|
|
its General Partner
|
|
Manager
|
|
|
|
|
|
/s/ James R. Hawkins
|
|
|
|
President
|
|
/s/ Stephen J. Heyman
|
|
|
|
STEPHEN J. HEYMAN
|
|
CMC CITYSCAPE II, LTD
|
|
|
|
By: CMC Cityscape GP, LLC
|
|
|
|
its General Partner
|
|
/s/ James F. Adelson
|
|
|
|
JAMES F. ADELSON
|
|
/s/ James R. Hawkins
|
|
|
|
Manager
|
|
|
|
|
|
/s/ Charles M. Gillman
|
|
CMC CITYSCAPE GP, LLC
|
|
CHARLES M. GILLMAN
|
|
|
|
|
|
/s/ James R. Hawkins
|
|
|
|
Manager
|
|
BOSQUE REALTY, LTD.
|
|
|
|
|
|
|
|
/s/ Rondy Gray
|
|
/s/ James R. Hawkins
|
|
General Partner
|
|
JAMES R. HAWKINS
|
|
|
|
|
|
|
|
|
|
/s/ Rondy Gray
|
|
/s/ James D. Recks
|
|
RONDY GRAY
|
|
JAMES D. RECKS
|
|
|
Littlefield (CE) (USOTC:LTFD)
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