-----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, EF33m/9t4rPlxJMY4a3bOVB4agJSGh0n1G0TWGsEIWujlr6nnuhklxtOBemH9Zgn 1ifk54zxCOI3kj6YoIDA7w== 0001005477-06-001043.txt : 20060215 0001005477-06-001043.hdr.sgml : 20060215 20060214175121 ACCESSION NUMBER: 0001005477-06-001043 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAYMARK PRODUCTIONS INC CENTRAL INDEX KEY: 0001272597 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 200180812 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81595 FILM NUMBER: 06618134 BUSINESS ADDRESS: STREET 1: 101 N. ROBINSON STREET 2: SUITE 920 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 BUSINESS PHONE: 4056015300 MAIL ADDRESS: STREET 1: 101 N. ROBINSON STREET 2: SUITE 920 CITY: OKLAHOMA CITY STATE: OK ZIP: 73102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hoffman E Peter JR CENTRAL INDEX KEY: 0001335993 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: BUSINESS PHONE: (405) 810-8100 MAIL ADDRESS: STREET 1: 6301 N. WESTERN STREET 2: STE 260 CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 SC 13G 1 file001.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Rule 13d-102 Under the Securities Exchange Act of 1934 (Amendment No. __)* Graymark Productions, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value .0001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 389465105 - -------------------------------------------------------------------------------- (CUSIP Number) 12/31/2005 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1 (b) |X| Rule 13d-1 (c) |_| Rule 13d-1 (d) - ---------- * 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). Page 1 of 4 Pages CUSIP No. 389465105 - -------------------------------------------------------------------------------- (1) Names and I.R.S. Identification Nos.(entities only) of reporting persons. Hoffman, Jr., E. Peter - -------------------------------------------------------------------------------- (2) Check the appropriate box if a member of a group (see instructions) (a)|_| (b)|_| - -------------------------------------------------------------------------------- (3) SEC use only. - -------------------------------------------------------------------------------- (4) Citizenship or place of organization. United States - -------------------------------------------------------------------------------- Number of shares beneficially owned by each reporting person with: (5) Sole voting power: 610,700 (6) Shared voting power: N/A (7) Sole dispositive power: 610,700 (8) Shared dispositive power: N/A - -------------------------------------------------------------------------------- (9) Aggregate amount beneficially owned by each reporting person. 610,700 - -------------------------------------------------------------------------------- (10) Check if the aggregate amount in Row (9) excludes certain shares |_| (see instructions). - -------------------------------------------------------------------------------- (11) Percent of class represented by amount in Row 9. 7.38% (1) - -------------------------------------------------------------------------------- (12) Type of reporting person (see instructions). IN - -------------------------------------------------------------------------------- - ---------- (1) The percentage shown above is calculated based upon the total of 8,279,151 shares of Common Stock issued and outstanding as of November 11, 2005, as reflected in the Company's Quarterly Report on Form 10-QSB for the Quarter Ended September 30, 2005. Page 2 of 4 Pages Item 1(a). Name of Issuer: Graymark Productions, Inc. Item 1(b). Address of Issuer's Principal Executive Offices: 101 N. Robinson, Suite 920 Oklahoma City, Oklahoma 73102 Item 2(a). Name of Person Filing: Hoffman, Jr., E. Peter Item 2(b). Address or Principal Business Office or, If None, Residence: 6301 N. Western Ave., Suite 260 Oklahoma City, OK 73118 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, par value .0001 per share Item 2(e). CUSIP No.: 389465105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with ss.240.13d- 1(b)(1)(ii)(G); (h) |_| A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) |_| A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. |X| Item 4. Ownership (a) Amount beneficially owned: 610,700 (b) Percent of class: 7.38% (c) Number of shares as to which such person has: (i) Sole power to direct the vote 610,700 (ii) Shared power to direct the vote N/A (iii) Sole power to dispose or direct the disposition of 610,700 (iv) Shared power to dispose or direct the disposition of N/A Item 5. Ownership of 5 Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following |_| Item 6. Ownership of More than 5 Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. N/A Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group. N/A Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 3 of 4 Pages 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. E. Peter Hoffman, Jr. Date: 02/14/2006 /s/ Jeanette C. Timmons Name: Jeanette C. Timmons Title: Attorney-in-fact for E. Peter Hoffman, Jr. The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incor porated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2), 13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec. 2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119, 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1), 78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR 18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148, Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998] Page 4 of 4 Pages EX-99. 2 file002.txt POWER OF ATTORNEY LIMITED POWER OF ATTORNEY For Executing Forms 3, 4 and 5 and Schedule 13D and Schedule 13G KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints Jeanette C. Timmons his true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned Forms 3, 4 and 5; and/or Schedule 13D or Schedule 13G, in accordance with, respectively, Section 16(a) of the Securities Exchange Act of 1934 (the \"Exchange Act\"), and Sections 13(d) and 13(g) of the Exchange Act, and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Forms 3, 4 and 5, and/or Schedule 13D or Schedule 13G, and the timely filing of such form(s) with the United States Securities and Exchange Commission and any other authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in her discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 and/or Section 13 of the Exchange Act. This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5, and/or Schedule 13D or Schedule 13G with respect to the undersigned's holdings of and transactions in equity securities of Graymark Productions, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the Attorney-in-Fact. This Limited Power of Attorney shall be governed and construed in accordance the laws of the State of Oklahoma without regard to the laws that might otherwise govern under applicable principles of conflicts of laws thereof. IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 14th day of February, 2006. /s/ E. Peter Hoffman, Jr. E. Peter Hoffman, Jr. -----END PRIVACY-ENHANCED MESSAGE-----