Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __________ )(1)
BTHC III, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
NA
- --------------------------------------------------------------------------------
(CUSIP Number)
Timothy P. Halter
12890 Hilltop Road
Argyle, TX 76226
(972) 233-0300
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 5, 2006
- --------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 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.
(Continued on following pages)
(Page 1 of 12 Pages)
- ----------
(1) 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.
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 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).
13D Page 2 of 11 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HALTER FINANCIAL INVESTMENTS, L.P.
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX 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
350,000 SHARES
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
350,000 SHARES
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 SHARES
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
PN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D Page 3 of 11 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HALTER FINANCIAL INVESTMENTS GP, LLC
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX 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 _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 350,000 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
350,000 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 SHARES(1)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Shares are owned by Halter Financial Investments, LP of which Halter
Financial Investments GP, LLC is the sole general partner.
13D Page 4 of 11 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TIMOTHY P. HALTER
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX 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 _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 350,000 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
350,000 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 SHARES(2)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(2) Shares are owned by Halter Financial Investments, LP of which TPH, L.P. is a
limited partner of which TPH GP, LLC is the sole general partner of which
Timothy P. Halter is the sole member.
13D Page 5 of 11 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
DAVID BRIGANTE
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX 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 _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 350,000 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
350,000 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 SHARES(3)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(3) Shares are owned by Halter Financial Investments, LP of which Bellfield
Capital, L.P. is a limited partner of which Bellfield Capital Management, LLC is
the sole general partner of which David Brigante is the sole member.
13D Page 6 of 11 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GEORGE L. DIAMOND
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX 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 _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 350,000 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
350,000 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 SHARES(4)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED B
Y AMOUNT IN ROW (11)
70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(4) Shares are owned by Halter Financial Investments, LP of which Colhurst
Capital, L.P. is a limited partner of which Colhurst Capital GP, LLC is the sole
general partner of which George L. Diamond is the sole member.
13D Page 7 of 11 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MARAT ROSENBERG
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 350,000 SHARES
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
350,000 SHARES
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
350,000 SHARES(5)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(5) Shares are owned by Halter Financial Investments, LP of which Rivergreen
Capital, L.L.C. is a limited partner of which Marat Rosenberg is the sole
member.
13D Page 8 of 11 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, $.001 par value per share
(the "Stock"), of BTHC III, Inc., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 12890 Hilltop Road,
Argyle, Texas 76226.
ITEM 2. IDENTITY AND BACKGROUND.
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D Statement is hereby filed by the following persons
(collectively, the "Reporting Persons"): Halter Financial Investments, L.P., a
Texas limited partnership ("HFI"); Halter Financial Investments GP, LLC, a Texas
limited liability company and the general partner of HFI ("HFI GP"); Timothy P.
Halter, a citizen of the United States and the sole member of TPH GP, LLC which
is the sole general partner of TPH, L.P. which is a limited partner of HFI
("Halter"); David Brigante, a citizen of the United States and the sole member
of Bellfield Capital Management, LLC which is the sole general partner of
Bellfield Capital, L.P. which is a limited partner of HFI ("Brigante"); George
L. Diamond, a citizen of the United States and the sole member of Colhurst
Capital GP, LLC which is the sole general partner of Colhurst Capital, L.P.
which is a limited partner of HFI ("Diamond"); and Marat Rosenberg, a citizen of
the United States and the sole member of Rivergreen Capital, LLC which is a
limited partner of HFI ("Rosenberg").
HFI is a Texas limited partnership, the principal business of which is to
provide financial consulting services. The principal business address of HFI,
which also serves as its principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
HFI GP is a Texas limited liability company, the principal business of
which is to act as general partner of HFI. The principal business address of HFI
GP, which also serves as its principal office, is 12890 Hilltop Road, Argyle,
Texas 76226.
Halter's principal occupation or employment is managing HFI GP and its
related entities. The principal business address of Halter, which also serves as
his principal office, is 12890 Hilltop Road, Argyle, Texas 76226.
Brigante's principal occupation or employment is serving as an officer of
HFI GP and its related entities. The principal business address of Brigante,
which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
Diamond's principal occupation or employment is serving as an officer of
HFI GP and its related entities. The principal business address of Diamond,
which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
Rosenberg's principal occupation or employment is serving as an officer
of HFI GP and its related entities. The principal business address of Rosenberg,
which also serves as his principal office, is 12890 Hilltop Road, Argyle, Texas
76226.
13D Page 9 of 11 Pages
During the last five years, none of the Reporting Persons (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. This filing is being made as a result of the effectiveness
of the Issuer's registration statement on Form 10-SB on June 5, 2006.
ITEM 4. PURPOSE OF TRANSACTION.
This filing is being made as a result of the effectiveness of the Issuer's
registration statement on Form 10-SB on June 5, 2006.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Pursuant to Rule 13d-3(a), at the close of business on June 6, 2006, HFI
may be deemed to be the beneficial owner of 350,000 shares of the Stock, which
constitutes approximately 70% of the 500,000 shares of the Stock outstanding on
June 6, 2006 (the "Outstanding Shares"). HFI, either directly or indirectly, has
or shares the power to vote or to direct the vote and to dispose or to direct
the disposition of, such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on June 6, 2006, HFI
GP, as the sole general partner of HFI, may be deemed to be the beneficial owner
of 350,000 shares of the Stock, which constitutes approximately 70% of the
Outstanding Shares. HFI GP, either directly or indirectly, may have or share the
power to vote or direct the vote and to dispose of or to direct the disposition
of such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on June 6, 2006,
Halter, as the sole member of TPH GP, LLC which is the sole general partner of
TPH, L.P. which is a limited partner of HFI, may be deemed to be the beneficial
owner of 350,000 shares of the Stock, which constitutes approximately 70% of the
Outstanding Shares. Halter, either directly or indirectly, may have or share the
power to vote or direct the vote and to dispose of or to direct the disposition
of such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on June 6, 2006,
Brigante, as the sole member of Bellfield Capital Management, LLC which is the
sole general partner of Bellfield Capital, L.P. which is a limited partner of
HFI, may be deemed to be the beneficial owner of 350,000 shares of the Stock,
which constitutes approximately 70% of the Outstanding Shares. Brigante, either
directly or indirectly, may have or share the power to vote or direct the vote
and to dispose of or to direct the disposition of such shares of Stock.
13D Page 10 of 11 Pages
Pursuant to Rule 13d-3(a), at the close of business on June 6, 2006,
Diamond, as the sole member of Colhurst Capital GP, LLC which is the sole
general partner of Colhurst Capital, L.P. which is a limited partner of HFI, may
be deemed to be the beneficial owner of 350,000 shares of the Stock, which
constitutes approximately 70% of the Outstanding Shares. Diamond, either
directly or indirectly, may have or share the power to vote or direct the vote
and to dispose of or to direct the disposition of such shares of Stock.
Pursuant to Rule 13d-3(a), at the close of business on June 6, 2006,
Rosenberg, as the sole member of Rivergreen Capital, LLC which is a limited
partner of HFI, may be deemed to be the beneficial owner of 350,000 shares of
the Stock, which constitutes approximately 70% of the Outstanding Shares.
Rosenberg, either directly or indirectly, may have or share the power to vote or
direct the vote and to dispose of or to direct the disposition of such shares of
Stock.
Other than as set forth above, none of the Reporting Persons named herein
is the beneficial owner of any shares of the Stock.
Transactions effected in the last 60 days: Not Applicable
13D Page 11 of 11 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
To the best knowledge of the Reporting Persons, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
Reporting Persons or between the Reporting Persons and any other person with
respect to any securities of the Issuer, including but not limited to, transfer
or voting of any of the securities of the Issuer, finders fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies, or a pledge or
contingency, the occurrence of which would give another person voting power over
shares of the Stock.
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
DATED: June 8, 2006
Halter Financial Investments, L.P.,
a Texas limited partnership
By: Halter Financial Investments GP, LLC
Its: General Partner
By: /s/ Timothy P. Halter
---------------------
Its: Chairman
Halter Financial Investments GP, LLC,
a Texas limited liability company
By: /s/ Timothy P. Halter
---------------------
Its: Chairman
/s/ Timothy P. Halter
---------------------
Timothy P. Halter
/s/ David Brigante
------------------
David Brigante
/s/ George L. Diamond
---------------------
George L. Diamond
/s/ Marat Rosenberg
-------------------
Marat Rosenberg