(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
*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 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)
(b) Address of Principal Business Office or, if none, Residence:
The business address of Leon Nowalsky is Nowalksy, Bronston & Gothard APLLC, 1420 Veterans Blvd, Metairie, LA70005.
(c) Citizenship:
United States
(d) Title of Class of Securities:
Common Stock, par value $0.001 per share
(e) CUSIP Number:
Not Applicable
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:
o
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
o
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
o
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
o
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
o
(e)
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
o
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
o
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
o
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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o
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
o
(j)
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.
Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Reference is hereby made to Items 5-9 and 11 of page 2 of this Schedule, which Items are incorporated by reference herein. . This Amendment 1 is being filed because as of December 15, 2011, the reporting person’s direct and indirect beneficial ownership increased by more than five percent of the Issuer’s outstanding common stock. Since the initial 13G filed by reporting person, the Issuer had a 1 for 10 reverse split of its Common Stock.
Mr. Nowalsky is the direct owner of 879,150 shares of common stock and exercises the sole power to direct the voting or disposition of these shares. In addition, he is the indirect owner of 12,500 shares of common stock owned by his wife and 7,500 shares of common stock owned by Riverbend Holdings, Inc., of which he serves as an officer, director and significant shareholder. As a result, he may be deemed to beneficially own the shares held by his wife and Riverbend Holdings, Inc. for the purposes of Rule 13d-3 of the Act, insofar as he may be deemed to share the power to direct the voting or disposition of those shares.
Neither the filing of this Schedule nor any of its contents shall be deemed to constitute an admission that Mr. Nowalsky is, for any other purpose, the beneficial owner of any of the shares owned indirectly, and Mr. Nowalsky disclaims beneficial ownership as to such shares, except to the extent of his or its pecuniary interests therein.
The calculation of percentage of beneficial ownership in Item 11 of page 2 was derived from the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 21, 2011, in which the Issuer stated that the number of shares of its common stock, $0.001 par value per share, outstanding as of November 21, 2011, was 4,192,145 shares and taking into account the additional 500,000 shares of common stock that were issued to Reporting Person on December 15, 2011 in exchange for reporting person’s personally guarantying and pledging personal assets to secure a loan made to the issuer by Home Bank..
Item 5.
Ownership of Five Percent or Less of a Class.
Not Applicable.
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.
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Item 8.
Identification and Classification of Members of the Group.
Not Applicable.
Item 9.
Notice of Dissolution of Group.
Not Applicable.
Item 10.
Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
