-----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, Qpjt3g13rLtFhMjYiIKnKOH2ybCHofy6XIwHw9r25V74mZvLtMwUI0SwiYJVGZ06 XnWDKVqutTmYp7jpuA2YGw== 0001019687-06-001281.txt : 20060522 0001019687-06-001281.hdr.sgml : 20060522 20060519182840 ACCESSION NUMBER: 0001019687-06-001281 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060519 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FILTERING ASSOCIATES INC CENTRAL INDEX KEY: 0001163882 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 330976892 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78877 FILM NUMBER: 06856481 BUSINESS ADDRESS: STREET 1: 18 TECHNOLOGY STREET 2: SUITE 208 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9495109647 MAIL ADDRESS: STREET 1: 18 TECHNOLOGY STREET 2: SUITE 208 CITY: IRVINE STATE: CA ZIP: 92614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEDDES PETER G CENTRAL INDEX KEY: 0001284159 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: POST OFFICE BOX 5303 CITY: BH STATE: CA ZIP: 90209 SC 13D 1 geddes_13d-051906.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) (Amendment No. __) Filtering Assciates, Inc. ------------------------- (Name of Issuer) Common Stock ------------ (Title of Class of Securities) 31731R 101 ---------- (CUSIP Number) Peter G. Geddes, P.O. Box 5303, Beverly Hills, CA 90212 ------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 11, 2006 ------------ (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box / /. (Continued on following pages) (Page 1 of 8 Pages) CUSIP NO. 31731 R 101 ----------- 1 NAME OF REPORTING PERSON Peter G. Geddes 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) / / (B) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS* Personnel Funds 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E): / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH 7 SOLE VOTING POWER 335,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 335,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 335,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*/ / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 11.66% 14 TYPE OF REPORTING PERSON* Individual 2 CUSIP NO. 31731 R 101 ----------- ITEM 1. SECURITY AND ISSUER. Securities: Common Stock Issuer: Filtering Associates ITEM 2. IDENTITY AND BACKGROUND. (a) Name: Peter G. Geddes (b) Address: P.O. Box 5303, Beverly Hills, CA 90212 (c) Principal Occupation: individual investor (d) (e) (f) ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Personal funds, $39,025 ITEM 4. PURPOSE OF THE TRANSACTION. In expectation of a proposed merger with Matinee Media, Inc. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Direct ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Form of Stock Purchase Agreement 3 CUSIP NO. 31731 R 101 ----------- 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: By: \s\Peter G. Geddes ----------------------- Name: Peter G. Geddes 4 CUSIP NO. 31731 R 101 ----------- EXHIBIT TO ITEM 7 SHARE PURCHASE AGREEMENT To: The Person listed on the Counterpart Signature Page hereof (the "Seller") Re: Purchase of shares that are the "Common Stock of Filtering Associates, Inc., a Nevada corporation ("Filter"), pursuant to this Share Purchase Agreement (the "Agreement") To Seller: The undersigned (the "Buyer") offers to purchase Common Stock of Filter from you (the "Seller") as follows: RECITALS :WHEREAS, the Buyer (as defined herein) wishes to purchase Common Stock of Filter from certain current stockholders of Filter; and WHEREAS, Filter is entering into a Change in Control Transaction by virtue of a reorganization, merger or acquisition with Matinee Media (the "Target") which may or may not be beneficial to Filter and its stockholders (the "Reorganization Transaction"); and NOW, THEREFORE, the parties hereto do hereby agree as follows: A. The Seller is the owner of the shares of Common Stock of Filter indicated on the Counterpart Signature Page that the Seller wishes to sell to the Buyer at an aggregate purchase price as indicated on the Counterpart Signature Page, and that the Buyer wishes to purchase from the Seller at an aggregate purchase price as indicated on the Counterpart Signature Page. B. Filter is a publicly-held company, having previously and lawfully offered and sold a portion of its securities in accordance with applicable federal and state securities laws, rules and regulations. Filter files reports with the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Seller and the Buyer have access to all reports of Filter via the EDGAR system of the Securities and Exchange Commission that have been filed by or with respect to Filter during the past 12 months and longer. C. The Seller and the Buyer are also aware of the eminent reorganization, merger or acquisition by Filter of Target, as referenced in these Recitals; D. The Buyer represents and warrants the following as an additional inducement for the offer outlined in this Agreement to purchase the Common Stock of the Seller covered by this Agreement, to-wit: (i) The Buyer is not relying on any representation or warranty of the Seller whatsoever, except those representations and warranties contained in this Agreement; 5 CUSIP NO. 31731 R 101 ----------- (ii) The Buyer has conducted the Buyer's own investigation of the risks and merits of an investment in Filter, and to the extent desired, including, but not limited to a review of Filter's books and records, financial and otherwise, its annual, quarterly and current reports and any registration statements contained in the Edgar Archives of the Securities and Exchange Commission, and has had the opportunity, to the extent that the Buyer deemed reasonable or necessary, to discuss this documentation with the directors and executive officers of Filter ; to ask questions of these directors and executive officers; and that to the extent requested, all such questions have been answered satisfactorily; (iii) The Buyer is an "accredited investor" as that term is known or defined under applicable United States securities laws, rules and regulations, and/or is fully capable of evaluating the risks and merits associated with the execution of this Agreement and the purchase of this Common Stock hereunder, without qualification; (iv) The Buyer has full power and authority to execute and deliver this Agreement, without qualification; (v) The Buyer is purchasing the Common Stock for Buyer's account only, and not for the account of or in concert with any other person or entity, and except as otherwise set forth immediately below, there are no affiliations, arrangements, understandings or agreements, written or oral, respecting the subsequent resale of any of the Common Stock with any person or any entity; (vi) The Buyer will fully comply with all provisions of United States and state securities laws, rules and regulations in the resale of any of the Common Stock acquired hereunder, and will timely make all required filings regarding beneficial ownership of the Common Stock with the Securities and Exchange Commission, as may be applicable; (vii) Buyer is not an "affiliate" or an "associate" as those terms are defined under applicable United States securities laws, rules and regulations of Filter or Target; (viii) Buyer (and its principals, if an entity) has not: (a) been party to any adverse proceeding brought by the Securities and Exchange Commission or any similar state agency; (b) any material criminal proceeding regarding the purchase or sale of securities or other crimes, excluding only misdemeanor crimes; or (c) filed bankruptcy proceedings within the past five years; (ix) The Buyer agrees and understands that the amount being paid by the Buyer may be more or less than other shareholders may be selling their stock in similar transactions. Accordingly, the parties hereto (subject to the Seller's acceptance hereof) agree as follows: A. The Buyer hereby offers to purchase from the Seller the shares of Common Stock of as indicated on the Counterpart Signature Page, free and clear of any liens, encumbrances and/or other restrictions whatsoever and the Seller agrees to sell to the Buyer the shares of Common Stock of Filter owned by the Seller as indicated on the Counterpart Signature Page, free and clear of any such liens, encumbrances and/or restrictions whatsoever. 6 CUSIP NO. 31731 R 101 ----------- B. The purchase price of the Common Stock shall be as indicated on the Counterpart Signature Page, payable on delivery of the Common Stock by the Seller to the Buyer for purchase and sale under this Agreement. 1. Certificates representing the Common Stock shall be delivered to the Buyer in exchange for payment by the Buyer to the Seller of the amounts required herein from funds to be deposited by the Buyer for the purchase and sale of the Common Stock, which payment shall be subject to the transfer of the Common Stock into the Buyer's name and delivery of the stock certificate or certificates representing the Common Stock to the Buyer by Federal Express, priority delivery, which stock certificate shall bear no restriction or notation. 2. By acceptance of this offer, the Seller hereby covenants and warrants: (i) That the Seller has the right to sell, transfer, convey and assign the Common Stock, without qualification; and (ii) That the Seller has done no act to encumber the Common Stock. 7 CUSIP NO. 31731 R 101 ----------- COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April ___, 2006, among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: PETER GEDDES Dated: ______________________ By /S/ PETER GEDDES ------------------------------ (Signature) SELLER: Ed Wiggins Dated: ______________________ /S/ Ed Wiggins --------------------------------- (Signature) Number of Shares Sold: 65,000 Cash Consideration: $19,500.00 8 -----END PRIVACY-ENHANCED MESSAGE-----