-----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, CHttQSupU9qEaOeBmD51Q5HbJtGO8noLWYcUPdgJWitzWAmOFkpqDnKiv3lft/CZ uMYwehSi4io6KF9JqFyJkw== 0001094328-06-000072.txt : 20060509 0001094328-06-000072.hdr.sgml : 20060509 20060509131202 ACCESSION NUMBER: 0001094328-06-000072 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060509 DATE AS OF CHANGE: 20060509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD AM, INC. CENTRAL INDEX KEY: 0001107522 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 900142757 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59197 FILM NUMBER: 06819751 BUSINESS ADDRESS: STREET 1: 4040 MACARTHUR BOULEVARD STREET 2: SUITE 240 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9499555355 MAIL ADDRESS: STREET 1: 4040 MACARTHUR BOULEVARD STREET 2: SUITE 240 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 FORMER COMPANY: FORMER CONFORMED NAME: WORLD AM COMMUNICATIONS INC DATE OF NAME CHANGE: 20000516 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Select University Technologies, Inc. CENTRAL INDEX KEY: 0001360506 IRS NUMBER: 330659961 STATE OF INCORPORATION: CA FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4040 MACARTHUR BLVD. STREET 2: #240 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 9499552721 MAIL ADDRESS: STREET 1: 4040 MACARTHUR BLVD. STREET 2: #240 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 SC 13D 1 worldamsel13d050906.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) WORLD AM, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 98142E-50-8 (CUSIP Number) Robert A. Hovee, CEO World Am, Inc. 4040 MacArthur Boulevard, Suite 240 Newport Beach, California 92660 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 7, 2006 (Date of Event That 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 13C, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. 1. Names of Reporting Persons. S.S or I.R.S. Identification Nos. of Above Persons (entities only): Select University Technologies, Inc. 2. Check the Appropriate Box if a Member of a Group (See Instructions): (a)__________________________________________________________________ (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: California Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 18,000,000 8. Shared Voting Power: 0 9. Sole Dispositive Power: 18,000,000 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by the Reporting Persons (combined): 18,000,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: _______ 13. Percent of Class Represented by Amount in Row (11): 12.41% 14. Type of Reporting Person: CO ITEM 1. SECURITY AND ISSUER. World Am, Inc. Common Stock, $0.0001 par value 4040 MacArthur Boulevard, Suite 240 Newport Beach, California 92660 ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Select University Technologies, Inc. (b) Address: 4040 MacArthur Boulevard, Suite 240, Newport Beach, California 92660. (c) Occupation: company that owns stock in various emerging companies. (d) During the last five years, such person has not been convicted in a criminal proceeding. (e) During the last five years, such person was a not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction (f) Place of Organization: California. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4. below. ITEM 4. PURPOSE OF TRANSACTION. On June 10, 2005, the Issuer entered into Share Exchange Agreement with Senz-It, Inc., a California corporation ("Senz-It"), and its shareholder. Under the terms of this agreement, the Issuer issued the following in exchange for all 1,000,000 shares of Senz-It common stock outstanding: (a) A warrant to purchase a total of 12,000,000 shares of Company common stock, exercisable at $0.0001 per share for a period of five years after issuance; and (b) 55 shares of Company Series B preferred stock (each share of which is convertible, at the option of the holder, at any time after the issuance of such share into that number of fully paid and nonassessable shares of common stock equal to 1% of the outstanding shares of common stock of the Company then outstanding, after giving consideration to the shares issued as a result of the conversion, any options, warrants, or other convertible securities then outstanding, and any other securities issued simultaneously on the date of conversion). Each share of Class B preferred stock will be entitled to the number of votes to which the holders thereof would be entitled if they converted their shares of Class B preferred stock at the time of voting. According to the terms of the Share Exchange Agreement, the warrants and the preferred stock are to be issued upon the closing of this transaction. On August 31, 2005, the parties entered into a First Amendment to Share Exchange Agreement and closed this transaction. Under the terms of this amendment, the parties made the following changes, among others, to the Share Exchange Agreement: (a) the warrants were increased to a total of 18,000,000 shares of Company common stock; (b) the conversion terms of the Series B preferred stock was modified so that each share is convertible into the greater of (i) 1% of the outstanding shares of common stock of the Company then outstanding, after giving consideration to the shares issued as a result of the conversion, any options, warrants, or other convertible securities then outstanding, and any other securities issued simultaneously on the date of conversion, and (ii) 7,272,728 shares of common stock; (c) reference to shareholder approval on the part of the Company was deleted since under Nevada law such approval is not required; and (d) the Company agrees that no Company securities will be issued without the written permission of all of the Shareholders, except shares issued for services as agreed by the Company and the Shareholder unless and until director and officer insurance is obtained. On March 7, 2006, SUTI Holdings, LP assigned the warrant for 18,000,000 shares to Select University Technologies, Inc., its general partner, which then exercised the warrant and was issued 18,000,000 restricted shares of Issuer common stock. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) 18,000,000 shares owned by Select University Technologies, Inc. Under the beneficial ownership rules of the Securities and Exchange Commission, this amount represents, as of September 30, 2005 (81,980,858 issued and outstanding as of that date as shown in the latest report filed by the Issuer), 12.41% of the outstanding common stock of the Issuer (taking into account both the Series B preferred stock and the warrant for 18,000,000 shares). (b) Select University Technologies, Inc. has sole voting and dispositive power with respect to 18,000,000 shares reported. (c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less: None. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Share Exchange Agreement between the Issuer, on the one hand, and Senz-It, Inc. and the shareholders of Senz-It, on the other hand, dated June 10, 2005 (including the following: Exhibit A: Shares to be Issued; Exhibit B: Warrant; Exhibit C: Series B Preferred Stock Certificate of Designation; and Exhibit I: Funding Schedule) (not including the following: Exhibit D: World Am, Inc. Officer's Certificate; Exhibit E: Senz It, Inc. Officer's Certificate; Exhibit F: Senz It Financial Statements; Exhibit G: Senz It Contracts; Exhibit H: World Am Contracts; Exhibit J: Form 8-K; Exhibit K: Press Release; Schedule 5.7: Taxes; and Schedule 5.9: Legal Proceedings) (incorporated by reference to Exhibit 10.1 of the Form 8-K/A filed on September 7, 2005). (b) First Amendment to Share Exchange Agreement between the Issuer, on the one hand, and Senz-It, Inc. and the shareholders of Senz-It, on the other hand, dated August 31, 2005 (incorporated by reference to Exhibit 10.2 of the Form 8-K/A filed on September 7, 2005). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the above information set forth in this statement is true, complete and correct. Select University Technologies, Inc. Date: May 4, 2006 By: /s/ Frederick T. Rogers Frederick T. Rogers, President -----END PRIVACY-ENHANCED MESSAGE-----