0000943440-12-000161.txt : 20120214 0000943440-12-000161.hdr.sgml : 20120214 20120214161308 ACCESSION NUMBER: 0000943440-12-000161 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: CHRISTOPHER WALKER GROUP MEMBERS: PUBLIC FINANCIAL SERVICES, LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARBERMAN JOEL CENTRAL INDEX KEY: 0001203377 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 7877 EMERALD WINDS CIRCLE CITY: BOYNTON BEACH STATE: FL ZIP: 33473 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SMTP, Inc. CENTRAL INDEX KEY: 0001506439 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 050502529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86703 FILM NUMBER: 12609910 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 877-705-9362 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 SC 13G 1 smtp123111_13g.htm SCHEDULE 13G Schedule 13G


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. ___)

 

 

SMTP, Inc.


(Name of Issuer)


Common Stock


(Title of Class of Securities)


784589 10 3


(CUSIP Number)


December 31, 2011


(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

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 the disclosures provided in a prior cover page.

 

The information required in 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. 784589 10 3

 

  


 

 

1

NAME OF REPORTING PERSON:

 

Joel Arberman 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) o  

(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                         0

6

SHARED VOTING POWER                  800,000(1)

7

SOLE DISPOSITIVE POWER               0

8

SHARED DISPOSITIVE POWER         800,000(1)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

800,000

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.46%(2)

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

1.

See Item 4.


2.

Based on  13,841,500 shares of the Issuer’s common stock that were outstanding as of November 1, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011.

  




  

 CUSIP NO. 784589 10 3

 

  

 

 

 

 

1

NAME OF REPORTING PERSON:

 

Christopher Walker

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) o  

(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                         0

 

6

SHARED VOTING POWER                  800,000(1)

 

7

SOLE DISPOSITIVE POWER               0

 

8

SHARED DISPOSITIVE POWER         800,000(1)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

800,000

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.46%(2)

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

1.

See Item 4.

2.

Based on  13,841,500 shares of the Issuer’s common stock that were outstanding as of November 1, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011.

  




  

 CUSIP NO. 784589 10 3

 

  

 

 

 

 

1

NAME OF REPORTING PERSON:

 

Public Financial Services, LLC

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 

(a) o  

(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                         0

 

6

SHARED VOTING POWER                  800,000(1)

 

7

SOLE DISPOSITIVE POWER               0

 

8

SHARED DISPOSITIVE POWER         800,000(1)

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

800,000

 

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.46%(2)

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

 

1.

See Item 4.

2.

Based on 13,841,500 shares of the Issuer’s common stock that were outstanding as of November 1, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011.

  






Item 1(a).                      Name of Issuer:


SMTP, Inc.


Item 1(b).                      Address of Issuer’s Principal Executive Offices:


One Broadway, 14th Floor

Cambridge, MA 02142


Item 2(a).                      Name of Person Filing:


Joel Arberman

Christopher Walker

Public Financial Services, LLC


Item 2(b).                      Address of Principal Business Office or, if None, Residence:


c/o Public Financial Services, LLC

7877 Emerald Winds Circle
Boynton Beach, Florida 33473


Item 2(c).                      Citizenship:


Each of Joel Arberman and Christopher Walker are U.S. citizens.  Public Financial Services, LLC is a limited liability company organized under the laws of the State of Florida.


Item 2(d).                      Title of Class of Securities:


Common Stock


Item 2(e).                      CUSIP Number:


784589 10 3


Item 3.

  


This statement is not being filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c).


Item 4.

Ownership.


Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  

(a)

Amount beneficially owned:  800,000 (1)

  

(b)

Percent of class:  5.46%(2)

  

(c)

Number of shares as to which the person has:

  

  

(i)

Sole power to vote or to direct the vote: 0

  

  

(ii)

Shared power to vote or to direct the vote:  800,000 (1)

  

  

(iii)

Sole power to dispose or to direct the disposition of:  0

 

 

(iv)

Shared power to dispose or to direct the disposition of:  800,000 (1)

 

   1.

Consists of 800,000 warrants to purchase common stock held directly by Public Financial Services, LLC, an entity owned and controlled by Joel Arberman and Christopher Walker. Joel Arberman and Christopher Walker share voting and dispositive power for securities owned by Public Financial Services, LLC.


2.

Based on 13,841,500 shares of the Issuer’s common stock that were outstanding as of November 1, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011, which was filed on November 14, 2011.

 




Item 5.

Ownership of Five Percent or Less of a Class


Not applicable.


Item 6.

Ownership of More than Five Percent on Behalf of Another Person.


Not Applicable.


 Item 7.


Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.


Not applicable.


Item 8.

Identification and Classification of Members of the Group


Not Applicable.


Item 9.

Notice of Dissolution of Group


Not Applicable.


Item 10.

Certification


Not applicable.

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.

 

 

 

Public Financial Services, LLC

 

 

 

 

 

Dated: February 14, 2012

 

/s/ Joel Arberman

 

 

 

By: Joel Arberman

 

 

 

Its: Managing Member

 

 

 

 

/s/ Joel Arberman

 

 

 

Joel Arberman

 



 

 

/s/ Christopher Walker

 

 

 

Christopher Walker