-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMtWTwhQY+PgMtAaBpoU4PaOuknBl8L6yXjzLgefcl+9U5myVYUZjDq2fHM2KBiA I1amhyZuna6YCMlWCNtvKA== 0001169232-06-002002.txt : 20060420 0001169232-06-002002.hdr.sgml : 20060420 20060420142220 ACCESSION NUMBER: 0001169232-06-002002 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060420 DATE AS OF CHANGE: 20060420 GROUP MEMBERS: DAVID F. FIRESTONE GROUP MEMBERS: MONARCH POINTE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARDINAL COMMUNICATIONS, INC CENTRAL INDEX KEY: 0001035398 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 721346591 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80133 FILM NUMBER: 06769572 BUSINESS ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT, STREET 2: SUITE 900 CITY: BROOMFIELD, STATE: CO ZIP: 80021 BUSINESS PHONE: 3032855379 MAIL ADDRESS: STREET 1: 390 INTERLOCKEN CRESCENT, STREET 2: SUITE 900 CITY: BROOMFIELD STATE: CO ZIP: 80021 FORMER COMPANY: FORMER CONFORMED NAME: USURF AMERICA INC DATE OF NAME CHANGE: 19990714 FORMER COMPANY: FORMER CONFORMED NAME: INTERNET MEDIA CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: MEDIA ENTERTAINMENT INC DATE OF NAME CHANGE: 19980729 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: M.A.G. Capital, LLC CENTRAL INDEX KEY: 0001218181 IRS NUMBER: 300021359 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 555 S. FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2135338288 MAIL ADDRESS: STREET 1: 555 SOUTH FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 FORMER COMPANY: FORMER CONFORMED NAME: MERCATOR ADVISORY GROUP LLC DATE OF NAME CHANGE: 20030210 SC 13G/A 1 d67739_sc13g-a.txt AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) CARDINAL COMMUNICATIONS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 91732M105 (CUSIP Number) December 31, 2005 (Date of Event Which Requires Filing of this Statement) |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) SCHEDULE 13G CUSIP No. 91732M105 Page 2 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Monarch Pointe Fund, Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 23,100,000 REPORTING ----------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 23,100,000 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 23,100,000 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.33% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- -2- SCHEDULE 13G CUSIP No. 91732M105 Page 3 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) M.A.G. Capital, LLC EIN: 300021359 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY 24,500,000, all of which are held by Monarch Pointe Fund, EACH Ltd. ("MPF") and M.A.G. Capital, LLC ("MAG"). MAG controls REPORTING the investments of MPF. PERSON ----------------------------------------------------------------- WITH 7. SOLE DISPOSITIVE POWER 0 ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 24,500,000, all of which are held by MPF and MAG. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,500,000 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.74% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IA - -------------------------------------------------------------------------------- -3- SCHEDULE 13G CUSIP No. 91732M105 Page 4 of 10 Pages - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) David F. Firestone - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- 5. SOLE VOTING POWER 0 NUMBER OF ----------------------------------------------------------------- SHARES 6. SHARED VOTING POWER BENEFICIALLY OWNED BY 24,500,000, all of which are held by MPF and MAG. David F. EACH Firestone is Managing Member of MAG. REPORTING ----------------------------------------------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 0 ----------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER 24,500,000, all of which are held by MPF and MAG. David F. Firestone is Managing Member of MAG. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,500,000 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.74% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- -4- SCHEDULE 13G CUSIP No. 91732M105 Page 5 of 10 Pages Item 1. Issuer. (a) The name of the issuer is Cardinal Communications, Inc. (formerly USURF America, Inc.) (the "Issuer"). (b) The address of the Issuer's principal executive office is 6005 Delmonico Drive, Suite 140, Colorado Springs, Colorado 80919. Item 2. Reporting Person and Security. (a) Monarch Pointe Fund, Ltd. ("MPF") is a corporation organized under the laws of the British Virgin Islands. M.A.G. Capital, LLC ("MAG"), a California limited liability company, controls the investments of MPF. David F. Firestone is the Managing Member of MAG. MPF, MAG and David F. Firestone are referred to herein as the "Reporting Persons." (b) The business address of each of MAG and David F. Firestone is 555 S. Flower Street, Suite 4200, Los Angeles, CA 90071. The business address of MPF is c/o Bank of Ireland Securities Services, Ltd., New Century House, International Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland. (c) MAG is a California limited liability company. MPF is a corporation organized under the laws of the British Virgin Islands. (d) The title of the class of securities to which this statement relates is the common stock of the Issuer, $0.0001 par value per share (the "Common Stock"). (e) The CUSIP number is 91732M105. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 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). (d) |_| Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E). (f) |_| An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F). -5- SCHEDULE 13G CUSIP No. 91732M105 Page 6 of 10 Pages (g) |_| A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G). (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 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). (j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). Not Applicable. Item 4. Ownership. MPF and MAG each own warrants to purchase shares of Common Stock. MPF owns 8,750 shares of the Series A Convertible Preferred Stock ("Series A Shares") issued by the Issuer, which are convertible into Common Stock. Each Series A Share is convertible into the number of shares of Common Stock determined by dividing $100.00 by the Conversion Price at the time of conversion. The Conversion Price is defined as 85% of the average of the intra-day trading prices of the Common Stock during the 10 trading days immediately preceding the conversion, rounded to the nearest thousandth; provided, however, that the Conversion Price may not be less than $0.05 or more than $0.075 adjusted for stock splits and similar events. The documentation governing the terms of the warrants and the Series A Shares contains provisions prohibiting any exercise of the warrants or conversion of Series A Shares that would result in the Reporting Persons owning beneficially more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. The Reporting Persons have never had beneficial ownership of more than 9.99% of the outstanding shares of Common Stock. As of December 31, 2005, the Reporting Persons owned the following securities of the Issuer: MPF owned 8,750 Series A Shares and warrants to purchase up to 5,600,000 shares of Common Stock. MAG owned warrants to purchase up to 1,400,000 shares of Common Stock. David F. Firestone owned no securities of the Issuer directly. The right to vote and the right to dispose of the shares beneficially owned by MPF are shared among MPF and both MAG and David F. Firestone. The right to vote and the right to dispose of the shares beneficially owned by MAG are shared by MAG and David F. Firestone. -6- SCHEDULE 13G CUSIP No. 91732M105 Page 7 of 10 Pages Assuming that the Issuer had 292,186,611 shares of Common Stock outstanding as of December 31, 2005, which is the number reported by the Issuer as outstanding as of November 18, 2005, in its Quarterly Report on Form 10-QSB for the quarter ending September 30, 2005, the individual Reporting Persons had, on December 31, 2005, beneficial ownership of the following numbers of shares of Common Stock which represented the following percentages of the Common Stock outstanding: Shares Owned Percentage ------------ ---------- MPF 23,100,000 7.33% MAG 24,500,000 7.74% David F. Firestone 24,500,000 7.74% The percentages of the outstanding Common Stock held by the Reporting Parties set forth above and on the cover pages to this report were determined, using a Conversion Price of $0.05 with respect to the Series A Shares. Item 5. Ownership of Five Percent or Less of a Class. If this Schedule 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 [__] 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 or Control Person. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. -7- SCHEDULE 13G CUSIP No. 91732M105 Page 8 of 10 Pages Item 10. Certifications. 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. Dated: April 18, 2006 MONARCH POINTE FUND, LTD. By: /s/ Harry Aharonian ------------------------------------- Harry Aharonian, Portfolio Manager Dated: April 18, 2006 M.A.G. CAPITAL, LLC By: /s/ Harry Aharonian ------------------------------------- Harry Aharonian, Portfolio Manager Dated: April 18, 2006 /s/ David F. Firestone ----------------------------------------- David F. Firestone -8- SCHEDULE 13G CUSIP No. 91732M105 Page 9 of 10 Pages EXHIBIT INDEX Exhibit A Agreement of Joint Filing -9- SCHEDULE 13G CUSIP No. 91732M105 Page 10 of 10 Pages EXHIBIT A AGREEMENT OF JOINT FILING The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13G, containing the information required by Schedule 13G, for shares of the common stock of Cardinal Communications, Inc., beneficially owned by Monarch Pointe Fund, Ltd., M.A.G. Capital, LLC and David F. Firestone and such other holdings as may be reported therein. Dated: April 18, 2006 MONARCH POINTE FUND, LTD. By: /s/ Harry Aharonian ---------------------------------- Harry Aharonian, Portfolio Manager M.A.G. CAPITAL, LLC By: /s/ Harry Aharonian ---------------------------------- Harry Aharonian, Portfolio Manager /s/ David F. Firestone - -------------------------------------- David F. Firestone -10- -----END PRIVACY-ENHANCED MESSAGE-----