0001078782-13-000498.txt : 20130319 0001078782-13-000498.hdr.sgml : 20130319 20130319171349 ACCESSION NUMBER: 0001078782-13-000498 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120412 FILED AS OF DATE: 20130319 DATE AS OF CHANGE: 20130319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Panther James B II CENTRAL INDEX KEY: 0001358114 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52982 FILM NUMBER: 13702635 MAIL ADDRESS: STREET 1: 381 CASA LINDA PLAZA #408 CITY: DALLAS STATE: TX ZIP: 75218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKBOX SEMICONDUCTOR, INC. CENTRAL INDEX KEY: 0001419577 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 743197968 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 450 DUANE AVENUE CITY: SCHENECTADY STATE: NY ZIP: 12304 BUSINESS PHONE: (518) 935-2830 MAIL ADDRESS: STREET 1: 450 DUANE AVENUE CITY: SCHENECTADY STATE: NY ZIP: 12304 FORMER COMPANY: FORMER CONFORMED NAME: VisiTrade, Inc. DATE OF NAME CHANGE: 20071128 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2012-04-12 1 0001419577 BLACKBOX SEMICONDUCTOR, INC. VTDI 0001358114 Panther James B II 381 CASA LINDA PLAZA #408 DALLAS TX 75218 0 0 1 0 Common Stock 2012-04-12 4 S 0 75000000 115000 D 6708060 I See footnote 1, 2 and 3 5% Secured Note 0.0045 2012-04-12 4 S 0 3053 5000 D 2010-04-01 2011-03-31 Common Stock 6784444 3053 I See notes 1, 2, and 4 Warrants (holding) 0.075 2010-04-01 2014-03-12 Common Stock 707340 707340 I See notes 1, 2 and 5 Until April 5, 2012, Mr. Mark L. Baum, Esq. and Mr. James Panther were indirect equal control persons of all Common Stock and promissory notes previously owned by Noctua Fund Manager, LLC ("NFM") and Noctua Fund, LP ("Noctua Fund") and each disclaimed beneficial ownership of the 50% of above enumerated shares and convertible notes owned by the other (as reported on Form 5 of Reporting Person for period ended December 31, 2011). Together, as previously reported by Reporting Person, such parties owned jointly 81,708,060 shares of Common Stock, $3,053 principal amount of 5% Secured Notes, and 707,340 warrants. On April 5, 2012, Mr. Baum sold any and all of his beneficial interest in the securities to Devkom International, LLC Investment Series V ("Devkom"), resulting in a change of beneficial ownership on such securities such that all 100% became indirectly held by Mr. Panther, as Devkom's control person. Similarly, Reporting Person disclaims beneficial ownership of any shares held by Shrink, a separate publicly traded corporation with which Reporting Persons may have been affiliated at the times covered by this Report. Indicates transfer by Devkom of 75,000,000 shares of common stock sold to Rum Punch partners, an unaffiliated third party entity controlled by MB Management, the control person of which is Manuel Suqilindo, consideration of $115,000. As part of the sale, the Reporting Person also sold all 5,000,000 shares of non-convertible Series A Preferred Stock to such assignee. Indicates transfer by Devkom of $3,053 and any other interest or principal on the 5% Secured Note, to an unaffiliated third party entity for consideration of $5,000. At the time of said transfer the Reporting Person was technically no longer a beneficial owner of 5% of the securities of the Company. This Form 4 constitutes an exit form for Reporting Person. As at April 12, 2012, after the transfer of 75,000,000 shares of common stock and 5,000,000 shares of non-convertible Series A Preferred Stock (not reported) by Devkom, an entity controlled by Reporting Person, said Reporting Persons beneficially owns directly and indirectly, in aggregate, less than 5% of the outstanding Common Stock of the Company (inclusive of shares exercisable for or convertible into Common Stock within 60 days), based on shares of the Company outstanding at the time of the Report. /s/ James Panther 2012-12-18