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Proc-Type: 2001,MIC-CLEAR
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 EMERGENCY FILTRATION PRODUCTS, INC. Common Stock, $.001 par value 290925106 David J. Harris, Esq., 1775 Eye Street, N.W. Washington, D.C.
20006 (202) 261-3385 April 17, 2006 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 .
(Amendment No. 3)
____________________________________________________________________________________
(Name of Issuer)
____________________________________________________________________________________
(Title of Class of Securities)
_______________________________________________________
(CUSIP Number)
____________________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
______________________________________________________
(Date of Event which Requires Filing of this Statement)
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).
1 |
NAME OF REPORTING PERSON Josiah T. Austin |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) X |
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS PF, OO |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
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NUMBER OF |
7 |
SOLE VOTING POWER 15,000 |
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8 |
SHARED VOTING POWER 5,559,363 |
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9 |
SOLE DISPOSITIVE POWER 15,000 |
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10 |
SHARED DISPOSITIVE POWER 5,559,363 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,574,363 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.14% |
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14 |
TYPE OF REPORTING PERSON IN |
1 |
NAME OF REPORTING PERSON El Coronado Holdings, L.L.C. |
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [__] (b) X |
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3 |
SEC USE ONLY |
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4 |
SOURCE OF FUNDS WC |
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Arizona |
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NUMBER OF SHARES |
7 |
SOLE VOTING POWER Not applicable |
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8 |
SHARED VOTING POWER 5,559,363 |
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9 |
SOLE DISPOSITIVE POWER Not applicable |
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10 |
SHARED DISPOSITIVE POWER 5,559,363 |
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,559,363 |
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.13% |
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14 |
TYPE OF REPORTING PERSON HC |
Item 1. Security and Issuer
This Amendment No. 3 to the Statement on Schedule 13D filed on January 18, 2005 is filed with respect to the shares of common stock, $.001 par value ("Common Stock"), of Emergency Filtration Products, Inc. (the "Company"). The address of the Company is 175 Cassia Way, Suite A115, Henderson, Nevada 89014. This Amendment No. 3 is being filed on behalf of Josiah T. Austin, a United States Citizen, and El Coronado Holdings, L.L.C. ("ECH"), an Arizona limited liability company whose principal place of business is 12626 Turkey Creek Road, Pearce, Arizona 85625 (collectively, the "Reporting Persons") to reflect the following amendments to Item 3 and Item 5.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is amended to include the following:
The total consideration (exclusive of brokers' commissions) for all shares of Common Stock subject to this Amendment No. 3 is $2,227,400.67. The Shares of Common Stock herein reported as being beneficially owned by the Reporting Persons were acquired as follows:
Austin is the sole Managing Member of ECH. Acting on behalf of ECH, Austin purchased from March 2, 2005 to December 1, 2005 a total of 350,000 shares of Common Stock in open market transactions for an aggregate consideration (exclusive of brokers' commissions) of $227,400. On April 17, 2006, acting on behalf of ECH, Austin purchased 1,834,863 shares of Common Stock directly from the Company for consideration (exclusive of brokers' commissions) of $2,000,000. The primary source of funds for these purchases was existing funds of ECH.
All dollar amounts are in United States Dollars.
Item 5. Interest in Securities of the Issuer
(a) |
Austin is the beneficial owner of 5,574,363 shares of Common Stock (14.17% based on the 39,341,988 shares of Common Stock outstanding as of February 28, 2006, as reported in the Company's Form 10-KSB filed on March 22, 2006), in his personal capacity, as trustee for certain family trusts and as sole Managing Member of ECH. ECH is the beneficial owner of 5,559,363 shares of Common Stock (14.13% based on the 39,341,988 shares of Common Stock outstanding as of February 28, 2006, as reported in the Company's Form 10-KSB filed on March 22, 2006). |
(b) |
Austin
has the sole power to vote or to direct the vote or to dispose or to
direct the disposition of 15,000 shares of the Common Stock. As the sole
Managing Member of ECH, Austin shares with ECH the power to vote or to
direct the vote or to dispose or to direct the disposition of 5,559,366
shares of Common Stock. |
(c) |
In the preceding 60 days, on April 17, 2006, ECH purchased 1,834,863 shares of Common Stock at $1.09 per share. These shares were purchased directly from the Company.
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(d) |
No person other than Austin, has any right to receive,
or the power to direct the receipt of dividends from, or proceeds from the
sale of, such securities. |
(e) |
Not applicable. |
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 ECH, the various trusts cited herein, Austin and any person with respect to any securities of the Company.
Item 7. Materials to Be Filed as Exhibits
No Exhibits.
Signature
After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 24, 2006 |
/s/ Josiah T. Austin |
Josiah T. Austin |
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Individually, as the Sole Managing |
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Member of ECH, and as Trustee on Behalf of the |
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Aforementioned Trusts. |
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