-----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, TuTtuIa1gXLmvkWExwoex2R00aLiT83Cf9wHF7yyGC8OxWPz3zHXY1P+gcmn+yu/ 0aPENn+B+n53FbpFR1uniA== 0001104659-10-015597.txt : 20100322 0001104659-10-015597.hdr.sgml : 20100322 20100322133820 ACCESSION NUMBER: 0001104659-10-015597 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100322 DATE AS OF CHANGE: 20100322 GROUP MEMBERS: DON MORISSETTE LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Morissette Donald W. CENTRAL INDEX KEY: 0001434703 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 4230 GALEWOOD, SUITE 100 CITY: LAKE OSWEEGO STATE: OR ZIP: 97035 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ETELOS, INC. CENTRAL INDEX KEY: 0001045739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770407364 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61513 FILM NUMBER: 10696172 BUSINESS ADDRESS: STREET 1: 26828 MAPLE VALLEY HIGHWAY #297 CITY: MAPLE VALLEY STATE: WA ZIP: 98038-8309 BUSINESS PHONE: 425.458.4510 MAIL ADDRESS: STREET 1: 26828 MAPLE VALLEY HIGHWAY #297 CITY: MAPLE VALLEY STATE: WA ZIP: 98038-8309 FORMER COMPANY: FORMER CONFORMED NAME: TRIPATH TECHNOLOGY INC DATE OF NAME CHANGE: 20000414 SC 13D/A 1 a10-6489_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

ETELOS, INC.

(Name of Issuer)

 

Common Stock

(Title of Class of Securities)

 

297600100

(CUSIP Number)

 

Donald W. Morissette,  4230 Galewood, Suite 100, Lake Oswego, Oregon 97035

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 15, 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 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. o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.   297600100

 

 

1.

Names of Reporting Persons
Donald W. Morissette

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

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)     o

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
9,978,650

 

8.

Shared Voting Power

 

9.

Sole Dispositive Power
9,978,650

 

10.

Shared Dispositive Power

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,978,650

 

 

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)
40.2%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2



 

CUSIP No.   297600100

 

 

1.

Names of Reporting Persons
Don Morissette LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

 

8.

Shared Voting Power
625,000

 

9.

Sole Dispositive Power

 

10.

Shared Dispositive Power
625,000

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
625,000

 

 

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)
2.5%

 

 

14.

Type of Reporting Person (See Instructions)
Co

 

3



 

Item 1.

Security and Issuer

 

This statement constitutes Amendment No. 3 to the Schedule 13D relating to the shares of common stock, $0.01 par value (the “Shares”­), of Etelos, Inc., a Delaware corporation (the “Issuer”), and amends Schedule 13D/A relating to the shares filed on January 29, 2010 (“Second Amended 13D”), the Schedule 13D/A relating to the shares filed on October 14, 2008 (“First Amended 13D”), and the Schedule 13D relating to the Shares filed on May 12, 2008 (the “Original 13D”), on behalf of Donald W. Morissette, an individual, and Don Morissette LLC, a limited liability company (the “Reporting Person”). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D. The address of the principal executive offices of the Issuer is 26828 Maple Valley Highway, #297, Maple Valley, WA.

 

 

Item 3.

Source and Amount of Funds or Other Consideration

 

Item 3 of the Second Amended 13D is hereby amended to add the following:

 

The response to Item 5(c), below, is incorporated herein by reference.  Reporting Person acquired the 250,000 Shares on March 15, 2010, for general investment purposes. The source of funds of the Reporting Person for such acquisition was personal funds. The net investment cost of the Shares by the Reporting Person is $125,000, which includes the purchase of 10% convertible debenture that is convertible into 250,000 Shares at any time upon the election with the Reporting Person.

 

 

Item 5.

Interest in Securities of the Issuer

 

Item 5 of the Second Amended 13D is hereby amended as follows:

 

(a)-(b)  The responses to Items 7 through 13 of the cover page of this Schedule are incorporated herein by reference.  As of March 15, 2010, the Reporting Person owns 9,978,650 Shares.  Such Shares constitute approximately 40.2% of the issued and outstanding Shares (based upon the 24,826,360 Shares stated to be issued and outstanding by the Issuer on its Quarterly Report on Form 10-Q filed on November 19, 2009.

 

(c)  The Reporting Person acquired the Shares as part of a securities purchase agreement with the Issuer.  In exchange for aggregate consideration of $125,000, the Reporting Person received a 10% senior secured convertible debenture in the principal amount of $125,000, which is convertible into 250,000 shares of our common stock at $0.50 per share at any time upon the election with the Reporting Person.

 

(d)  The Reporting Person knows of no other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by such Reporting Person.

 

(e)  Not applicable.

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Second Amended 13D is hereby amended and restated as follows:

 

Other than as described in Items 3 and 5, and as stated below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer.

 

4



 

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.

 

 

March 16, 2010

 

Date

 


/s/ Richard Snyder

 

Signature

 


Richard Snyder, Attorney-in-Fact for Donald W. Morissette

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5


 

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