-----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, JOSICHlEDFOjCx7luCv3fXsZYqWkZtDJFPzyvW0XCPOGL/CUkGRp2+yryen9Y1KL GZV0sOKnByZG6x0xqQwdQg== 0001144204-07-045916.txt : 20070823 0001144204-07-045916.hdr.sgml : 20070823 20070822194126 ACCESSION NUMBER: 0001144204-07-045916 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070822 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL IMAGING SYSTEMS INC CENTRAL INDEX KEY: 0001070045 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES [5040] IRS NUMBER: 650854589 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79157 FILM NUMBER: 071074180 BUSINESS ADDRESS: STREET 1: 6689 NW 16TH TERRACE STREET 2: -- CITY: FT. LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 954-978-9090 MAIL ADDRESS: STREET 1: 6689 NW 16TH TERRACE STREET 2: -- CITY: FT. LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: A M S MARKETING INC DATE OF NAME CHANGE: 19990218 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STALLION VENTURES LLC CENTRAL INDEX KEY: 0001410529 IRS NUMBER: 260336724 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 11125 COLONIAL COUNTRY LANE CITY: CHARLOTTE STATE: NC ZIP: 282777 BUSINESS PHONE: 704 847 4917 MAIL ADDRESS: STREET 1: 11125 COLONIAL COUNTRY LANE CITY: CHARLOTTE STATE: NC ZIP: 282777 SC 13D 1 v085747_sc13d.htm
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)

 
International Imaging Systems, Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

 (Title of Class of Securities)

00178Q 10 8

 (CUSIP Number)

Stallion Ventures LLC
11125 Colonial County Lane
Charlotte NC 28277
(704) 847-4917

 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With Copies To:

Richard A. Friedman, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway
New York, New York 10006
Tel: (212) 930-9700
Fax: (212) 930-9725

August 10, 2007

 (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 which 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(b) for other parties to whom copies are to be sent.


(Continued on following pages)

(Page 1of 4 Pages)

 
CUSIP No. 00178Q 10 8
13D
Page 2 of 4 Pages

 
 
 
1
NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
 
 
 
 
 
Stallion Ventures LLC
 
2
CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
 
 
 
(a) o
 
 
(b) o
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS*
 
 
 
 
 
WC
 
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
 
 
 
 
 
United States
 
 
7
SOLE VOTING POWER
 
 
 
 
  
476,950
NUMBER OF
8
SHARED VOTING POWER
SHARES
 
 
BENEFICIALLY
  
0
OWNED BY
9
SOLE DISPOSITIVE POWER
EACH REPORTING
 
 
PERSON WITH
  
476,950
 
10
SHARED DISPOSITIVE POWER
 
 
 
 
  
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
 
 
 
476,950
 
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
 
 
 
 
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
32.5%
 
14
TYPE OF REPORTING PERSON*
 
 
 
 
 
CO
 
 

Page 3 of 4 Pages

 
Item 1. Security and Issuer.

This statement relates to the Common Stock, par value $.001 per share (the “Common Stock”), of International Imaging Systems, Inc., a Delaware Corporation (the “Issuer”). The Issuer’s principal executive offices are located at 31200 Via Colinas, Suite 200, Westlake Village, CA 91362.

Item 2. Identity and Background.

This statement is being filed by Stallion Ventures LLC, a Delaware limited liability corporation (“Stallion”). Stallion is principally engaged in investing. Stallion’s business address is 11125 Colonial County Lane, Charlotte NC 28277. 

The capital stock of Stallion is owned by Lomond International, Inc. Ralph Olson, the Manager of Stallion, has sole voting and dispositive power over the shares held by Stallion. Mr. Olson has his business address at 11125 Colonial County Lane, Charlotte NC 28277.  Mr. Olson is a citizen of the United States.

During the past five years, neither of Stallion, Lomond International, Inc. nor Mr. Olson has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result thereof 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.

On July 24, 2007, Stallion acquired 301,950 (9,058,333 pre 30-for-1 Reverse Split) shares of the Issuer’s Common Stock in a private transaction from its parent company, Lomond International, Inc. The shares were acquired by Lomond as capital contributions from its shareholders. Such shares had previously been acquired by these persons in private transactions from a third party and the Issuer that were completed in September 2006 and November 2006.

On August 10, 2007, Stallion acquired 175,000 shares of Common Stock from the Issuer. The aggregate consideration paid for the Common Stock currently held by Stallion is $45,000.

Item 4. Purpose of Transaction.

Stallion’s acquisition of these shares was made to consolidate the shares that had been acquired pursuant to certain transactions which are described in the Issuer's Form 8-K’s with report dates of September 25, 2006, November 7, 2006 and August 10, 2007 (the “Form 8-K’s”). Stallion did not acquire the securities for the purpose of acquiring control of the Issuer. As of the filing date, Stallion has no plans or proposals that relate to or would result in any of the actions required to be described in Item 4 (b) through (j) of Schedule 13D.
 
Item 5. Interest in Securities of the Issuer.

As of August 20, 2007, Stallion beneficially owned 476,950 shares or 32.5% of the Issuer’s common stock. Stallion has the sole power to vote or dispose of all of its respective shares. The capital stock of Stallion is owned by Lomond. Ralph Olson, the Manager of Stallion, has sole voting and dispositive power over the shares held by Stallion.
 
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no contracts, arrangements, understandings or relationships (legal or otherwise) between Lomond and any other person with respect to any securities of the Issuer.


Page 4 of 4 Pages

 
Item 7. Material to be Filed as Exhibits.

Exhibit No.
Description of Exhibit
   
1
Stock Purchase Agreement dated as of September 19, 2006 by and among the Registrant, Lomond International, Inc., a North Carolina corporation, C. Leo Smith and certain major shareholders of the Registrant, incorporated by reference to Exhibit 10.1 of the Form 8-K filed by the Issuer on September 25, 2006.
   
2
Series A Convertible Preferred Stock Specimen, incorporated by reference to Exhibit 4.1 of the Form 8-K filed by the Issuer on November 7, 2006.
   
3
Series A Convertible Preferred Stock Certificate of Designations, incorporated by reference to Exhibit 4.2 of the Form 8-K filed by the Issuer on November 7, 2006.
   
4
Securities Purchase Agreement dated August 10, 2007, incorporated by reference to Exhibit 4.3 of the Form 8-K filed by the Issuer on August 10, 2007.

SIGNATURES

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 accurate.
 
     
  Stallion Ventures LLC
 
 
 
 
 
 
August 20, 2007 By:   /s/ Ralph Olson
 
Name: Ralph Olson
 
Title: MANAGER
 

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