SECURITIES AND EXCHANGE COMMISSION
Schedule 13D
LIFEN, INC.
Common Stock
53221H 10 4
Sandra J. Durham
98 Main Street, #416
Tiburon, CA 94920
(415) 435-4488
August 16, 2002
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o.
Check the following box if a fee is being paid with the statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.)
(Continued on following pages)
CUSIP NO. 53221H 10 4 | 13D | Page 2 of 5 Pages | ||
1 |
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
|||
Sandra J. Durham | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | |||
(a) o (b) x |
||||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS* | |||
AF | ||||
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
o | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
USA | ||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 980,000 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 980,000 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
980,000 | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* | |||
o | ||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 | |||
9.8% | ||||
14 | TYPE OF REPORTING PERSON | |||
IN | ||||
Page 2 of 5 Pages
Item 1. Security and Issuer
The class of securities to which this Statement relates is the common stock (the Common Stock) of Lifen, Inc., a Delaware corporation, (the Corporation) whose principal executive offices are at 98 Main Street, #416, Tiburon, CA 94920.
Item 2. Identity and Background
This statement on Schedule 13D is filed by Sandra J. Durham (the Reporting Person) whose address is 98 Main Street, # 416, Tiburon, CA 94920. The Reporting Person holds the 980,000 shares of Common Stock for which this Schedule 13D is filed with her spouse as community property. The Reporting Person does not affirm the existence of a group by, between or among any of herself, her spouse or Paine Webber as custodian for the IRA FBO James D. Durham (of which her spouse is the beneficiary). The Reporting Person is currently self-employed. During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which she 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. The Reporting Person is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The $49,000 used to purchase the 980,000 shares of Common Stock of the Corporation came from the personal savings of the Reporting Persons spouse. The Reporting Person does not beneficially own any other securities of the Corporation.
Item 4. Purpose of Transaction
The acquisition of the Corporations securities was made for investment.
Pursuant to the Common Stock Purchase Agreement by which the Reporting Person acquired her interest in the Common Stock of the Corporation (the Agreement), certain stockholders of the Corporation (including the Reporting Persons spouse) have the right to acquire additional shares of Common Stock of the Corporation in the event the Corporation issues (or may issue) shares of Common Stock in business combinations.
In connection with the Agreement, the Corporation changed its business direction and intends to devote its efforts to providing professional services and expertise in health disciplines that are highly skilled and in short supply. The Corporation intends to initially focus on temporary staffing services for allied healthcare workers and professional billing services for physicians and hospitals. It will do so by primarily providing a structure to consolidate existing small companies that offer such services but are limited in their ability to grow, attract capital and acquire technology. The Corporation intends to provide a platform for select companies to consolidate and create sufficient critical mass to provide access to capital and professional management, build a common technology backbone, open new markets, and reinvest in professional staff to create a larger revenue opportunity. It intends to do so initially through
Page 3 of 5 Pages
acquisitions and then integration using technology for expense and operating synergy. Such acquisitions may involve the issuance of securities of the Corporation.
In connection with the sale of Common Stock pursuant to the Agreement, the Company amended and restated its certificate of incorporation and bylaws to reclassify the Corporations board of directors into three classes of directors, with the first such class holding office until the first annual meeting of stockholders; the second class holding office until the second annual meeting of stockholders; and the third class holding office until the third annual meeting of stockholders. Each class of directors will be elected for a three-year term. The Company also increased the authorized number of shares of its Common Stock and Preferred Stock. In addition, the prior management and board of directors of the Company resigned and new officers and directors were appointed.
Item 5. Interest in Securities of the Issuer
The Reporting Person beneficially owns 980,000 shares of Common Stock of the Corporation, representing 9.8% of the outstanding Common Stock of the Corporation. The Reporting Persons spouse has the right to acquire a currently undeterminable number of shares of Common Stock of the Corporation pursuant to the Agreement (and in the event the Reporting Persons spouse does acquire additional shares of Common Stock of the Corporation, the Reporting Person will acquire, through her community property interest, shared power to vote (or to direct the vote) and shared power to dispose (or to direct the disposition) of such additional shares of Common Stock). The Reporting Person has shared power to vote (or to direct the vote) and shared power to dispose (or to direct the disposition) of the 980,000 shares of Common Stock she holds with her spouse (James D. Durham) as community property.
Mr. Durhams address is 98 Main Street, # 416, Tiburon, CA 94920. Mr. Durham does not affirm the existence of a group by, between or among any of himself, his spouse or Paine Webber as custodian for the IRA FBO James D. Durham. Mr. Durham is Chairman, Chief Executive Officer and President of the Corporation, whose principal business is providing professional services and expertise in highly-skilled/short-supply health disciplines. The principal executive offices of the Corporation are at 98 Main Street, #416, Tiburon, CA 94920. During the last five years, Mr. Durham has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). During the last five years Mr. Durham was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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. Mr. Durham is a United States citizen.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Please see Item 4 above.
Item 7. Material to be Filed as Exhibits
None.
Page 4 of 5 Pages
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.
September 9, 2002 | SANDRA J. DURHAM | |||
By: | /s/ Sandra Durham | |||
Attention: | Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001) |
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