-----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, Qa1y7JPJ+2q6MAkem/an+QEBcvc6N5Sv30sXQA1cxlCP7bcWBlm4Q/aPmsDi68jf ztJNpNzCEsY26NqZIMkMcw== 0001144204-10-062214.txt : 20101119 0001144204-10-062214.hdr.sgml : 20101119 20101119090244 ACCESSION NUMBER: 0001144204-10-062214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20101119 DATE AS OF CHANGE: 20101119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FARBMAN SETH CENTRAL INDEX KEY: 0001283284 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Latteno Food Corp CENTRAL INDEX KEY: 0000743241 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FOOD PREPARATIONS & KINDRED PRODUCTS [2090] IRS NUMBER: 510373976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80704 FILM NUMBER: 101204100 BUSINESS ADDRESS: STREET 1: 8953 WOODBINE AVENUE CITY: MARKHAM, STATE: A6 ZIP: L3R0J9 BUSINESS PHONE: 905-474-5593 EXT. 11 MAIL ADDRESS: STREET 1: 8953 WOODBINE AVENUE CITY: MARKHAM, STATE: A6 ZIP: L3R0J9 FORMER COMPANY: FORMER CONFORMED NAME: Latteno Food Corp. DATE OF NAME CHANGE: 20091116 FORMER COMPANY: FORMER CONFORMED NAME: B&D Food Corp. DATE OF NAME CHANGE: 20050711 FORMER COMPANY: FORMER CONFORMED NAME: REII INC DATE OF NAME CHANGE: 19980813 SC 13D/A 1 v202698_sc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A*
Under the Securities Exchange Act of 1934
(Amendment No. 2)

Latteno Food Corp
(Name of Issuer)

Common Stock, par value $.001 per share
(Title of Class of Securities)

        055247 10 0        
(CUSIP Number)

Seth A. Farbman
150 W 46th Street
New York, NY 10036
(212) 730-4302
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
February 1, 2010 and August 25, 2010
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7(b) 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).
 
 
 

 
 
Page 2 of 5 Pages
CUSIP No. 055247 10 0
 
(1)
Name of Reporting Persons.
Seth A. Farbman
I.R.S. Identification Nos. of Above Persons (Entities Only)
o
--Rho Capital Partners, Inc.
(2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
(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
United States
Number of
Shares Beneficially Owned by
Each Reporting Person
With
(7)
Sole Voting Power
2,702,170(1)
 
(8)
Shared Voting Power
1,250,000(2)
 
(9)
Sole Dispositive Power
2,702,170(1)
 
(10)
Share Dispositive Power
1,250,000(2)
(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
3,952,170
(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)
10.85% (based on 34,418,840 shares of Common Stock issued and outstanding on June 30, 2010) (1)(2)
(14)
Type of Reporting Person (See Instructions)
IN

(1) Includes (a) 225,000 shares of Common Stock issuable upon exercise of 225,000 common stock purchase warrants, each of which entitles the holder thereof to purchase one share of Common Stock for $2.00 until June 11, 2012 and (b) 1,000,000 shares of Common Stock upon the conversion of a promissory note in the principal amount of $1,000,000, (c) 1,477,170 shares of common stock.

(2) Includes (a) 500,000 shares of common stock and (b) 750,000 shares of Common Stock issuable upon exercise of 750,000 common stock purchase warrants, each of which entitles the holder thereof to purchase one share of Common Stock for $2.00 until June 11, 2012.

 
*****
 
 
 

 

Page 3 of 5 Pages
CUSIP No. 055247 10 0
 
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on June 16, 2008 (the “Schedule 13D”), relating to the beneficial ownership by Seth Farbman (the “Reporting Person”) of Common Stock, par value $0.001 per share (the “Common Stock”), of Latteno Food Corp (the “Issuer”). The address of the principal executive offices of the Issuer is 8953 Woodbine Ave, Markham, Ontario, Canada L3ROJ9. Unless specifically amended in this Amendment No. 2, the disclosures set forth in the Schedule 13D shall remain unchanged.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS

Item 3 is hereby amended and supplemented by adding the following at the end thereof:

The Reporting Person acquired, in consideration for $37,500 paid by the Reporting Person from his personal funds, a promissory note dated October 25, 2007 (the “2007 Note”), in an aggregate principal amount of $37,500, which note became due and payable of October 24, 2009.  The principal amount of this note and interest was converted to shares of common stock issued to the Reporting Person in the amount of 56,625 shares.

The Reporting Person was issued 676,210 shares on February 1, 2010 and 309,710 shares of common stock on August 25, 2010 as consideration for funds and interest due in connection with a Note, Stock  and Interest Purchase Agreement, dated June 1, 2008.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 is hereby restated in its entirety as follows:

The Reporting Person acquired the convertible securities and the shares of Common Stock reported herein for investment purposes. The Reporting Person has no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 is hereby amended by restating the first paragraph in its entirety as follows:

The Reporting Person is directly the beneficial owner of 2,702,170 shares of Common Stock, which consists of: (i) 1,477,170 shares of Common Stock; (ii) 225,000 shares of Common Stock issuable upon exercise of 225,000 common stock purchase warrants, each of which entitles the holder thereof to purchase one share of Common Stock for $2.00 until June 11, 2012; and (iii) 1,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the conversion of a promissory note in the principal amount of $1,000,000. The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition of such shares. Except as disclosed herein, the Reporting Person has not effected any other transaction in any securities of the Issuer in the past sixty days.
 
 
 

 

Page 4 of 5 Pages
CUSIP No. 055247 10 0
 
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby restated in its entirety as follows:

Amendment to Note, Stock and Interest Purchase Agreement, dated June 11, 2007.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following documents are filed as exhibits

Exhibit 99.1 Amendment to Note, Stock and Interest Purchase Agreement, dated June 11, 2007.
 
 
 

 

Page 5 of 5 Pages
CUSIP No. 055247 10 0
 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct.
     
   
     
Dated: November 19, 2010
By:  
/s/ Seth Farbman
 

Seth Farbman
 
 
 

 
EX-99.1 2 v202698_ex99-1.htm EX-99.1 Unassociated Document
EXHIBIT 99.1

 
AMENDMENT TO
PROMISSORY NOTE
 
This Amendment is made on October 1, 2010 (the “Amendment”) by and between Latteno Food Corp. (formerly, B&D Food Corp.), a Delaware corporation (the “Company”), and Seth Farbman (the “Purchaser”).
 
WHEREAS, the Company and the Purchaser are parties to a Promissory Note dated May 2, 2008 (the “Note”);
 
WHEREAS, Note provides that the principal amount of $1,000,000.00 plus accrued interest will mature and be due and will be paid on May 1, 2010 (the “Maturity Date”).
 
WHEREAS, the parties to that Note now desire to amend and extend the Maturity Date until May 1, 2011;
 
WHEREAS, the Purchaser acknowledges that the Company has paid to the Purchaser all accrued interest due to the Purchaser up to and including October 1, 2010; and
 
WHEREAS, all capitalized terms not hereinafter defined shall have the meaning ascribed to them in the Note.
 
NOW, THEREFORE, in consideration of the mutual promises herein contained and intending to be legally bound, the parties hereby amend the Note and do mutually agree as follows:
 
1.    The first paragraph of the Note shall be amended as follows:
 
a.
FOR VALUE RECEIVED, B&D Food Corporation a Delaware corporation, (the “Maker”), promises to pay Seth Farbman or his assigns (the “Holder”) the principal sum of $1,000,000, together with interest on the unpaid principal balance of this Note from time to time outstanding at the rate of 8% per year, compounded annually, until paid in full. Interest on this Note shall be paid computed on the basis of a year of 365 days for the actual number of days elapsed. All payments by the Maker under this Note shall be in immediately available funds. Subject to the repayment provisions set forth herein, all principal and accrued interest shall be due and payable on May 1, 2011. This Note shall be convertible at any time, at the discretion of the Holder, into shares of Maker’s common stock at a price of $1.00 per share (the “Conversion Price”).
 
2.    All other terms and conditions of the original Agreement shall remain in full force and effect.
 

[-REMAINDER OF PAGE LEFT BLANK-]
 
 
 

 

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on the day and year first above written.
 
COMPANY
     
Latteno Food Corp.
     
By:
/s/ Daniel Ollech  
Name: Daniel Ollech
Title:  Chief Executive Officer
     
     
PURCHASER
     
     
By:
/s/ Seth Farbman  
Name: Seth Farbman

 
[SIGNATURE PAGE TO AMENDMENT TO PROMISSORY NOTE]

 
 
 

 
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