-----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, CRfn70SNvXWuirtXHSv7qbhQXHAWGFVD9CS5tt/m+XzNEMi5PoM4+cHTHqJWzuRW ThWB09vwffhuTKmP7yKSCg== 0001144204-07-014705.txt : 20070327 0001144204-07-014705.hdr.sgml : 20070327 20070327112150 ACCESSION NUMBER: 0001144204-07-014705 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070327 DATE AS OF CHANGE: 20070327 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IPORUSSIA INC CENTRAL INDEX KEY: 0001179090 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 383649127 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80545 FILM NUMBER: 07720188 MAIL ADDRESS: STREET 1: 12 TOMPKINS AVENUE CITY: JERICHO STATE: NY ZIP: 11753-1920 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KI EQUITY PARTNERS VI LLC CENTRAL INDEX KEY: 0001391350 IRS NUMBER: 205568803 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1090 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 720 889 0139 MAIL ADDRESS: STREET 1: 5251 DTC PARKWAY STREET 2: SUITE 1090 CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 SC 13D 1 v069456_sc13d.htm Unassociated Document
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

The Securities Exchange Act of 1934

IPORUSSIA, INC.
(Name of Issuer)

Common Stock, $0.0001 Par Value
(Title Class of Securities)

462627 10 0
(CUSIP Number)

KI Equity Partners VI, LLC
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
(720) 889-0131
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 26, 2007
(Date of Event Which Requires Filing of This Statement)



 
           
1   NAMES OF REPORTING PERSONS:

 
KI Equity Partners VI, LLC
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
  20-5568803
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   x 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
 
WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
 
Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF  
73,684,211
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY  
0
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON  
73,684,211
       
WITH 10   SHARED DISPOSITIVE POWER:
     
   
0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
 
73,684,211
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
 
74.86%
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
 
OO - Limited Liability Company



 
Item 1. Security and Issuer.
 
(a) Title of Class:
Common Stock
(b) Name and Address of Issuer:
IPORUSSIA, INC.
936A Beachland Boulevard, Suite 13
Vero Beach, Florida 32963
(c)  Trading Symbol:
IPOR


Item 2. Identity and Background of the Reporting Entity.
 
(a) Name:
KI Equity Partners VI, LLC
(b) Business Address:
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80111
(c) Occupation:
Institutional Investor
(d) Conviction:
N/A
(e) Civil Proceedings:
N/A
(f) State of Incorporation:
Delaware

Item 3. Source and Amount of Funds or Other Consideration.

The Reporting Entity, on March 23, 2007, acquired 65,789,474 shares of the Issuer's Common Stock from the Issuer for an aggregate purchase price of $625,000. The Issuer and the Reporting Entity entered into a certain registration rights agreement with respect to the 65,789,474 shares issued by the Issuer, a copy of which has been filed as an exhibit on a Current Report on Form 8-K filed by the Issuer on March 26, 2007.

On March 26, 2007, the Reporting Entity also acquired 7,894,737 shares of the Issuer's Common Stock from the Issuer for a purchase price of $75,000. The Issuer and the Reporting Entity entered into a certain registration rights agreement with respect these shares.

The funds used for both of these purchases have been provided from the Reporting Entity's working capital.

Item 4.  Purpose of Transaction.

Reporting Person is making these purchases of Issuer’s Common Shares for investment purposes only.   The Reporting Person is not a member of a group relating to the Issuer.

Other than as described in this Schedule 13D, the Reporting Person is not aware of any plans or proposals which would result in the acquisition by any person of additional securities of Issuer or the disposition of securities of the Issuer; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; any change in the present board of directors or management of the Issuer, including any place or proposals to change the number or term of directors or  to fill any existing vacancies on the Issuer’s Board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer’s business or corporate structure; any changes in Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or any action similar to any of those enumerated above.




Item 5. Interest  in Securities of the Issuer.

(a) Aggregate Number and %:  73,684,211 shares of common stock representing 74.86% of the total 98,428,703 outstanding shares of common stock of the Issuer.

(b) Power to Vote or Dispose of Issuer’s Shares:  73,684,211 shares of common stock, power over which to vote or dispose of resides with the Reporting Person.

(c) Transactions Within Prior 60 Days:  No transactions have been effected between the Issuer and the Reporting Person beyond those described in Items 3 and 4 specifically and this Schedule 13D generally. Information contained in Items 3 and 4 above is hereby incorporated by reference.

Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.

Other than as discussed herein, there are no contracts, arrangements, understandings or relationships between the Issuer and the Reporting Person not described herein.

Item 7. Material to be Filed as Exhibits.

None

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies he is Timothy J. Keating, the duly authorized and acting manager of the Reporting Person, and that the information set forth in this Schedule 13D is true, complete and correct.

Dated:  March 26, 2007
/s/ Timothy J. Keating
Timothy J. Keating
 
 Manager


 
 

 
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