- Amended Statement of Beneficial Ownership (SC 13D/A)

 

 

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CUSIP No. 537590101

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

LITTLEFIELD CORPORATION

(Name of Issuer)

COMMON STOCK, $.001 par value

(Title of Class of Securities)

537590101

(CUSIP Number)

Frederic Dorwart

Frederic Dorwart, Lawyers

124 East Fourth Street

Tulsa, Oklahoma 74103

[phone]

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 10, 2012

(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.

*

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 (“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).

 

 

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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

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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)

 

 

2

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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

 

 

3

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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

 

 

4

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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

 

5

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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

 

6

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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

 

7

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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

 

8

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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

 

9

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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

 

10

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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)

 

 

 

11

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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

 

12

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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

 

13

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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

 

 

14

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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

 

15

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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.

 

16

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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

 

17

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