Roi Capital Management Inc – ‘SC 13G/A’ on 1/15/03 re: FFP Marketing Co Inc

On:  Wednesday, 1/15/03, at 2:50pm ET   ·   Accession #:  1095449-3-9   ·   File #:  5-52245

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Amendment to Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Schedule 13G for December 2002                         7±    27K 

Document Table of Contents

UNITED STATES                                                   
SECURITIES AND EXCHANGE COMMISSION                              
WASHINGTON, D.C.  20549                                         

SCHEDULE 13G                                                    
(Amendment No. 1)                                                               

Under the Securities Exchange Act of 1934                       

FFP Marketing Company, Inc.                                     
(Name of Issuer)                                                

Common Stock                                                    
(Title of Class of Securities)                                  

30243M105                                                       
(CUSIP Number)                                                  

December 31, 2002                                                               
(Date of Event which Requires                                                   
Filing of this Statement)                                                       

Check the appropriate box to designate the rule pursuant to                     
which this Schedule is filed:                                                   

[x]  Rule 13d-1(b) For ROI Capital Management, Mitch & Mark             
[ ]  Rule 13d-1(c) For ROI Partners                                     
[ ]  Rule 13d-1(d)                                                      

*The remainder of this cover page shall be filled out or 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 the                          
disclosures provided in a prior cover page.                                     

The information required in 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).                                                                         

CUSIP No. 30243M105    SCHEDULE 13G    Page 2 of 8                            

1       Name of Reporting Person                ROI Capital Management, Inc.    
IRS Identification No. of Above Person  68-0269547              

2       Check the Appropriate Box if a Member of a Group                        
(a)     [ ]                     
(b)     [ ]                     

3       SEC USE ONLY                                                            

4       Citizenship or Place of Organization                                    

California                                      

5       Sole Voting Power       

140,000         

NUMBER OF       6       Shared Voting Power                     
SHARES                                                          
BENEFICIALLY                    -0-                             
OWNED BY EACH                                                   
REPORTING       7       Sole Dispositive Power                  
PERSON WITH                                                     
140,000         

8       Shared Dispositive Power                

-0-             

9       Aggregate Amount Beneficially Owned by each Reporting                   
Person                                                                          

140,000                                                         

10      Check Box if the Aggregate Amount in Row (9) Excludes                   
Certain Shares*       [ ]                                                       

11      Percent of Class Represented by Amount in Row 9                         

3.7%                                                            

12      Type of Reporting Person*                                               

CO, IA                                                          

CUSIP No. 30243M105     SCHEDULE 13G    Page 3 of 8                             

1       Name of Reporting Person                Mark T. Boyer                   
IRS Identification No. of Above Person                          

2       Check the Appropriate Box if a Member of a Group                        
(a)     [ ]                     
(b)     [ ]                     

3       SEC USE ONLY                                                            

4       Citizenship or Place of Organization                                    

United States                                   

5       Sole Voting Power       

140,000         

NUMBER OF       6       Shared Voting Power                     
SHARES                                                          
BENEFICIALLY                    -0-                             
OWNED BY EACH                                                   
REPORTING       7       Sole Dispositive Power                  
PERSON WITH                                                     
140,000         

8       Shared dispositive Power                

-0-             

9       Aggregate Amount Beneficially Owned by each Reporting                   
Person                                                                          

140,000                                                         

10      Check Box if the Aggregate Amount in Row (9) Excludes                   
Certain Shares*       [ ]                                                       

11      Percent of Class Represented by Amount in Row 9                         

3.7%                                                            

12      Type of Reporting Person*                                               

IN                                                              

CUSIP No. 30243M105     SCHEDULE 13G    Page 4 of 8                             

1       Name of Reporting Person                Mitchell J. Soboleski           
IRS Identification No. of Above Person                          

2       Check the Appropriate Box if a Member of a Group                        
(a)     [ ]                     
(b)     [ ]                     

3       SEC USE ONLY                                                            

4       Citizenship or Place of Organization                                    

United States                                   

5       Sole Voting Power       

140,000         

NUMBER OF       6       Shared Voting Power                     
SHARES                                                          
BENEFICIALLY                    -0-                             
OWNED BY EACH                                                   
REPORTING       7       Sole Dispositive Power                  
PERSON WITH                                                     
140,000         

8       Shared dispositive Power                

-0-             

9       Aggregate Amount Beneficially Owned by each Reporting                   
Person                                                                          

140,000                                                         

10      Check Box if the Aggregate Amount in Row (9) Excludes                   
Certain Shares*       [ ]                                                       

11      Percent of Class Represented by Amount in Row 9                         

3.7%                                                            

12      Type of Reporting Person*                                               

IN                                                              

CUSIP No. 30243M105     SCHEDULE 13G    Page 5 of 8                             

Item 1(a).      Name of Issuer.                                                 

FFP Marketing Company, Inc.                                     

Item 1(b).      Address of Issuer's Principal Executive Offices.                

2801 Glenda Avenue, Ft. Worth, TX  75243                        

Item 2(a).      Names of Persons Filing.                                        

Mitchell J. Soboleski, Mark T. Boyer and ROI Capital            
Management, Inc.                                                                

Item 2(b).      Address of Principal Business Office or, if none,               
Residence.                                                                      

The business address of Mitchell Soboleski, Mark T. Boyer       
and ROI Capital Management, Inc. is 17 E. Sir Francis Drake                     
Blvd., Suite 225, Larkspur, CA  94939.                                          

Item 2(c).      Citizenship.                                                    

Mitchell J. Soboleski and Mark T. Boyer are United States       
citizens.  ROI Capital Management, Inc. is a California                         
corporation.                                                                    

Item 2(d).      Title of Class of Securities.                                   

Common Stock                                                    

Item 2(e).      CUSIP Number.                                                   

30243M105                                                       

Item 3. If this statement is filed pursuant to 240.13d-1(b)                     
or 240.13d-2(b) or (c), check whether the person filing is a:                   

(a)  [ ] Broker or dealer registered under section 15 of the                    
Act (15 U.S.C. 78o).                                                            

(b)  [ ] Bank as defined in section 3(a)(6) of the Act (15                      
U.S.C. 78c).                                                                    

(c)  [ ] Insurance company as defined in section 3(a)(19) of                    
the Act (15 U.S.C. 78c).                                                        

CUSIP No. 30243M105     SCHEDULE 13G    Page 6 of 8                             

(d)  [ ] Investment company registered under section 8 of the                   
Investment Company act of 1940 (15 U.S.C. 80a-8).                               

(e)  [X] An investment adviser in accordance with 240.13d-                      
1(b)(1)(ii)(E) (with respect to ROI Capital Management, Inc.                    
only).                                                                          

(f)  [ ] An employee benefit plan or endowment fund in                          
accordance with 240.13d-1(b)(1)(ii)(F).                                         

(g)  [X] A parent holding company or control person in                          
accordance with 240.13b-1(b)(1)(ii)(G) (with respect to                         
Mitchell J. Soboleski and Mark T. Boyer only).                                  

(h)  [ ] A savings association as defined in Section 3(b) of                    
the Federal Deposit Insurance Act (12 U.S.C. 1813).                             

(i)  [ ] A church plan that is excluded form the definition of                  
an investment company under section 3(c)(14) of the Investment                  
Company act of 1940 (15 U.S.C. 80a-3).                                          

(j)  [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).                      

If this statement is filed pursuant to Section 240.13d-1(c),                    
check this box [ ] ROI PARTNERS                                                 

Item 4. Ownership.                                                              

Reference is made hereby made to Items 5-9 and 11 of pages      
two (2), three (3) and four (4) of this Schedule 13G, which                     
Items are incorporated by reference herein. ROI IA                              

CUSIP No. 30243M105     SCHEDULE 13G    Page 7 of 8                             

Item 5. Ownership of Five Percent or Less of a Class.                           

If this statement is being filed to report the fact that as     
of the date hereof the reporting person has ceased to be the                    
beneficial owner of more than five percent of the class of                      
securities, check the following [   ]..                                         

Item 6. Ownership of More Than Five Percent on Behalf of                        
Another Person.                                                                 

Not Applicable.                                                 

Item 7. Identification and Classification of the Subsidiary                     
which Acquired the Security Being Reported on by the Parent                     
Holding Company.                                                                

Not applicable.                                                 

Item 8. Identification and Classification of Members of the                     
Group.                                                                          

Not applicable.                                                 

Item 9. Notice of Dissolution of Group.                                         

Not applicable.                                                 

Item 10.        Certification.                                                  

(a)  By signing below, ROI Capital Management, Inc. certifies                 
that, to the best of its knowledge and belief, the securities                   
referred to above on page two (2) of this Schedule 13G were                     
acquired and are held in the ordinary course of business and                    
were not acquired and are not held for the purpose of or with                   
the effect of changing or influencing the control of the issuer                 
of the securities and were not acquired and are not held in                     
connection with or as a participant in any transaction having                   
that purpose or effect.                                                         

CUSIP No. 30243M105    SCHEDULE 13G    Page 8 of 8                            

(b) By signing below, Mitchell J. Soboleski and Mark T. Boyer                   
certify that, to the best of their respective knowledge and                     
believe, the securities referred to above on pages three (3)                    
and four (4), respectively, of this Schedule 13G were not                       
acquired and are not held for the purpose of or with the effect                 
of changing or influencing the control of the issuer of the                     
securities and were not acquired and are not held in connection                 
with or as a participant in any transaction having that purpose                 
or effect.                                                                      
Signature                                                                       

After reasonable inquiry and to the best of their               
respective knowledge and belief, the undersigned certify that                   
the information set forth in this statement is true, complete                   
and correct.                                                                    

DATED:  January 13, 2003                                                        

MITCHELL J. SOBOLESKI                                           

/s/ Mitchell J. Soboleski                                       
________________________                                        
By:  Mitchell J. Soboleski                                      

DATED:  January 13, 2003                                                        

MARK T. BOYER                                                   

/s/ Mark T. Boyer                                               
________________________                                        
By:  Mark T. Boyer                                              

DATED:  January 13, 2003                                                        

ROI CAPITAL MANAGEMENT, INC.                                    

/s/ Mitchell J. Soboleski                                       
________________________                                        
By:  Mitchell J. Soboleski                                      
its: Secretary                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		1/15/03		SC 13D,  SC 13G/A
		1/13/03
		12/31/02
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