-----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, P4BfpuXnoMK4XMzvrLB2LA1o9AMzV8O938pQ/SLPMXsaOeste4ZAnL+Hb9BtQYn3 O/+VKXAK1XnNkrcvD1h0/g== 0001141981-01-500001.txt : 20010607 0001141981-01-500001.hdr.sgml : 20010607 ACCESSION NUMBER: 0001141981-01-500001 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARE CONCEPTS INC CENTRAL INDEX KEY: 0000842927 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 850519152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-61329 FILM NUMBER: 1654718 BUSINESS ADDRESS: STREET 1: 26 WEST DRY CREEK CIRCLE STREET 2: SUITE 600 CITY: LLITTLETON STATE: CO ZIP: 80120 BUSINESS PHONE: 3037949450 MAIL ADDRESS: STREET 1: 26 DRY CREEK CIRCLE STREET 2: SUITE 600 CITY: LITTLETON STATE: CO ZIP: 80120 FORMER COMPANY: FORMER CONFORMED NAME: AMSTERDAM CAPITAL CORPORATION INC DATE OF NAME CHANGE: 19890702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KELLEY BRIAN JAY CENTRAL INDEX KEY: 0001141981 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3118 WEST THOMAS ROAD STREET 2: SUITE 707 CITY: PHOENIX STATE: AZ ZIP: 85017 BUSINESS PHONE: 602272 MAIL ADDRESS: STREET 1: 3118 WEST THOMAS ROAD STREET 2: SUITE 707 CITY: PHOENIX STATE: AZ ZIP: 85017 SC 13D 1 bkelley13d.txt BRIAN J. KELLEY Filing Type: SC 13D Description: General Statement of Beneficial Ownership Filing Date: June 5,2001 Period End: N/A Primary Exchange: N/A Ticker: N/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Care Concepts, Inc. ------------------------------------------------------------------------------- Name of Issuer Common Stock, $.001 par value ------------------------------------------------------------------------------- Title of Class of Securities ------------------------------------------------------------------------------- Brian J. Kelley 14018 N. 63rd Ave. Glendale, AZ 85306 (602) 415-1273 - -------------------------------------------------------------------------------- Name, Address, Telephone Number of Person Authorized to Receive Notices and Communications June 5, 2001 - -------------------------------------------------------------------------------- Date of Event which Requires Filing of this Statement If the filing person has previously filed a statement on Schedule 13G to reportthe acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 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. CUSIP No. 141637 40 5 - ------------------------------------------------------------------------------- 1. Names of Reporting Person: Brian J. Kelley I.R.S. Identification Nos. of above persons (entities only): Not Applicable 2. Check the Appropriate Box if a member of a Group* (a) [ ] (b) [ ] 3. SEC Use Only --------------------------------------------------------- 4. Source of Funds* PF, WC, OO ----------------------------------------------------- 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ----------------------------------------------------------- 6. Citizenship or Place of Organization U.S. Citizenship -------------------------------- Number of Shares 7. Sole Voting Power 2,583,148 ---------------------- Beneficially owned 8. Shared Voting Power 7,500 --------------------- by each Reporting 9. Sole Dispositive Power 2,583,148 ------------------ Person With 10. Shared Dispositive Power 7,500 ---------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,590,648 12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares Not Applicable ----------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row 11 25.91% --------------------- 14. Type of Reporting Persons* IN ------------------------------------------- ----------------------------------------------------------------------------- * SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEM 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Item 1. SECURITY AND ISSUER: This statement relates to the common stock, $0.001 par value, of Care Concepts, Inc. (the "Company"). The principal executive offices of the Company are located at 26 West Dry Creek Circle, Suite 600 Littleton Colorado 80120 item 2. IDENTITY AND BACKGROUND: This Schedule 13D is being filed by Brian J. Kelley, an individual: (a) Brian J. Kelley (b) 14018 N. 63rd Ave., Glendale, AZ 85306 (c) Mr. Kelley is President of a Private Corporation. (d) During the last five years, Mr. Kelley has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Kelley has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws (6) Mr. Kelley is a citizen of the U.S.A. Item 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION: Brian J. Kelley, personally received 2,500,000 shares of common stock in settlement of all claims for amounts due Mr. Kelley by the company. 2 Item 4 PURPOSE OF TRANSACTION: Mr. Kelley's acquisition of the common shares is for investment purposes, but he reserves the option to increase his holdings and to seek to influence and/or control the Company if circumstances warrant. Mr. Kelley currently has no plans or proposals which relate to or would result in: (a) the acquisition or disposition by any person of securities of the Company; (b) an extraordinary corporate transaction involving the Company; (c) a sale or transfer of a material amount of assets of the Company; (d) any material change in the present capitalization or dividend policy of the Company. (e) any other material change in the Company's business or corporate structure; (f) changes in the Company's charter or bylaws or other actions which would impede the acquisition of control of the Company by any other person; (g) causing a class of securities of then Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Company to become eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) any action similar to those enumerated above. Item 5 INTEREST IN SECURITIES OF THE ISSUER: (a) Mr. Kelley beneficially owns 2,590,648 common shares or about 25.91% of the outstanding common shares of the Company. (b) Mr. Kelley has the sole power to vote or to direct the vote and be sole power to dispose or to direct the disposition of such shares (c) On May 30, 2001 Mr. Kelley received 2,500,000 shares of common stock in settlement of all claims for amounts due to him by the Company (d) None known (e) Not Applicable Item 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER: None Item 7 MATERIAL TO BE FILED AS EXHIBIT: The following materials are filed as exhibits: None. 3 SIGNATURES 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. Dated: June 5, 2001 /s/ Brian J. Kelley ------------------------ Name: Brian J. Kelley 4 -----END PRIVACY-ENHANCED MESSAGE-----