-----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, Vlw3le5hz3b1O1riceRAceHM7oyN/Jf/WZrbpwo1ZT05FcVrhSIhwZwn/7UDgZuC q/AWKo13yDjotyHU8+Mt9Q== 0001015325-05-000450.txt : 20051214 0001015325-05-000450.hdr.sgml : 20051214 20051214171129 ACCESSION NUMBER: 0001015325-05-000450 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLD HEALTH ALTERNATIVES INC CENTRAL INDEX KEY: 0001169709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 043613924 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78462 FILM NUMBER: 051264551 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MCGUIREWOODS LLP CENTRAL INDEX KEY: 0001015325 IRS NUMBER: 000000000 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 50 NORTH LAURA STREET STREET 2: STE 3300 CITY: JACKSONVILLE STATE: FL ZIP: 32202 BUSINESS PHONE: 9047983294 MAIL ADDRESS: STREET 1: 50 NORTH LAURA STREET STREET 2: STE 3300 CITY: JACKSONVILLE STATE: FL ZIP: 32202 FORMER COMPANY: FORMER CONFORMED NAME: MARTIN ADE BIRCHFIELD & MICKLER PA /FA/ DATE OF NAME CHANGE: 19960523 SC 13D/A 1 sch13da.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WORLD HEALTH ALTERNATIVES, INC. (Name of Issuer) Common Stock, $.0001 par value (Title of Class of Securities) 98147T104 (CUSIP Number) Louis W. Zehil McGuireWoods LLP 1345 Avenue of the Americas New York, NY 10105 212-548-2138 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 13, 2005 (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 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. 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). - ------------------------------------------------------------- CUSIP NO. 98147T104 - ------------------------------------------------------------- 1 Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jeffrey K. Peterson - ------------------------------------------------------------- 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) N/A (b) - ------------------------------------------------------------- 3 SEC Use Only - ------------------------------------------------------------- 4 Source of Funds (See Instructions) PF - ------------------------------------------------------------- 5 Check if disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) N/A - ------------------------------------------------------------- 6 Citizenship or Place of Organization United States - ------------------------------------------------------------- Number of 7 Sole Voting Power 4,939,000 Shares Bene- ---------------------------------------------- ficially by 8 Shared Voting Power Owned by Each ---------------------------------------------- Reporting 9 Sole Dispositive Power 4,939,000 Person With ---------------------------------------------- 10 Shared dispositive Power - ------------------------------------------------------------- 11 Aggregate Amount Beneficially Owned by Each Reporting Person 4,939,000 - ------------------------------------------------------------- 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------- 13 Percent of Class Represented by Amount in Row (11) 10.536% - ------------------------------------------------------------- 2 14 Type of Reporting Person (See Instructions) IN - ------------------------------------------------------------- Item 1. SECURITY AND ISSUER This Amendment No. 1 to Schedule 13D amends the Schedule 13D filed on December 9, 2005,and relates to the shares of World Health Alternatives, Inc. The principal executive offices of the Issuer are located at 777 Penn Center Boulevard, Suite 111, Pittsburgh, Pennsylvania 15235. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Jeffrey K. Peterson, 1707 Waldemere Street, Sarasota, Florida 34239. The Reporting Person is a self-employed investor. During the last 5 years, the Reporting Person has not been convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he 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. Mr. Peterson is a U.S. citizen. Item 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Mr. Peterson has accumulated shares of the Issuer using personal funds. Item 4. PURPOSE OF TRANSACTION There is no change to report for Item 4 except that on December 13, 2005, the Reporting Person sent a demand to the Issuer to call a special meeting of the Issuer's shareholders pursuant to Section 607.0702(b), Florida Statutes. It demands that the Issuer notice the special meeting not later than December 23, 2005 for a meeting to be held on or before February 23, 2006. The purpose of the meeting is to remove the Issuer's directors and replace them with a slate to be designated. A copy of such demand is attached as Exhibit 99.1 to this Schedule 13D/A. Item 5. INTEREST IN SECURITIES OF THE ISSUER There is no change to report for Item 5. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. 3 Item 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit Number Description ______________ ___________ 99.1 Demand to Issuer to call a special meeting of Issuer's Shareholders
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: 12/14/05 By: /S/ Jeffrey K. Peterson __________________________ Name: Jeffrey K. Peterson - - EX-99 2 demand.txt EXHIBIT 99.1 DEMAND LETTER EXHIBIT 99.1 JEFFREY PETERSON 1343 MAIN STREET, SUITE #301 SARASOTA, FL 34236 Amended December 14, 2005 Via Overnight Courier Corporate Secretary World Health Alternatives, Inc. 777 Penn Center Boulevard, Suite 111 Pittsburgh, PA 15235 Re: Demand for Special Meeting of Shareholders Ladies/Gentlemen: Under Section 607.0702(b), Florida Statutes, a shareholder holding shares representing 10% or more of the votes entitled to be cast on any issue may demand that a special meeting of the shareholders be held. I am the beneficial owner of 4,939,000 shares of the common stock of World Health Alternatives, Inc. representing more than 10% of the Company's outstanding shares of common stock and more than 10% of the votes entitled to be cast on any issue. I hereby demand that a special meeting of the shareholders be held on or before February 23, 2006 for the purpose of removing the current members of the Company's board of directors and replacing them with a slate to be designated. Removal of the members of the Company's board of directors is a proper purpose for a special meeting under Section 607.0808, Florida Statutes. Please confirm receipt of this demand and the setting of the special meeting date. Notice of the special meeting should be mailed to the Company's shareholders not later than December 23, 2005 so that there will be ample time for the solicitation of proxies. Sincerely, /S/ Jeffrey Peterson Jeffrey Peterson Cc: Securities and Exchange Commission Frederick R. Jackson John W. Higbee Sarah Robinson Borders Houlihan Lockey -----END PRIVACY-ENHANCED MESSAGE-----