-----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, P4YmFB7hnxd2qBlm4WZ0Q/XQWpG2cnpIRo3+wk4Cn1Q0K0c+T4379JYEvJOCszVb aAejA/05V1Cq8/0Lgc0DGA== 0000950153-05-003183.txt : 20051216 0000950153-05-003183.hdr.sgml : 20051216 20051216162209 ACCESSION NUMBER: 0000950153-05-003183 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051216 DATE AS OF CHANGE: 20051216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bird Allan S CENTRAL INDEX KEY: 0001344910 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 702-315-5122 MAIL ADDRESS: STREET 1: 818 WEST BROOKS AVENUE CITY: NORTH LAS VEGAS STATE: NV ZIP: 89030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AETHLON MEDICAL INC CENTRAL INDEX KEY: 0000882291 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 133632859 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61769 FILM NUMBER: 051269990 BUSINESS ADDRESS: STREET 1: 7825 FAY AVENUE SUITE 200 CITY: LAJOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: 2129120930 MAIL ADDRESS: STREET 1: 7825 FAY AVENUE SUITE 200 CITY: LAJOLLA STATE: CA ZIP: 92037 FORMER COMPANY: FORMER CONFORMED NAME: BISHOP EQUITIES INC DATE OF NAME CHANGE: 19930602 SC 13D/A 1 p71628b1sc13dza.txt SC 13D/A ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* AETHLON MEDICAL, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 00808Y09 (CUSIP Number) Christian J. Hoffmann, III QUARLES & BRADY STREICH LANG LLP Renaissance One Two N. Central Avenue Phoenix, Arizona 85004 (602) 229-5200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 14, 2005 (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(b)(3) or (4), 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. 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). SCHEDULE 13D CUSIP No. 00808Y09 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON AND S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON Allan S. Bird - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP IRS ID #________________ (a) ___ (b) ___ - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) __________ __________ - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION US - -------------------------------------------------------------------------------- 7 NUMBER OF SHARES SOLE VOTING POWER 2,134,620* 8 BENEFICIALLY OWNED SHARED VOTING POWER __________ 9 BY EACH REPORTING SOLE DISPOSITIVE POWER 2,134,620* 10 PERSON WITH SHARED DISPOSITIVE POWER __________ - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 2,134,620* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES __________ - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON 00 - -------------------------------------------------------------------------------- * See Response to Item 5 below. ITEM 1. SECURITY AND ISSUER The title of the class of equity security to which this statement relates is Common Stock, $.001 par value. The Reporting Person owns three Series A Convertible Notes (the "Notes") with a total principal amount of $225,000 issued by the Issuer. The Notes are convertible into units (the "Units") at a price of $.20 per Unit. Each Unit is composed of one share of Common Stock and one Common Stock Purchase Warrant (the "Warrant") exercisable to purchase one share of Common Stock at a price of $.20 per share for a term of three years. The Issuer of the securities is Aethlon Medical, Inc. (the "Issuer"). The Issuer's principal executive offices are located at 3030 Bunker Hill Street, Suite 4000, San Diego, CA 92109. ITEM 2. IDENTITY AND BACKGROUND (a) The name of the Reporting Person filing this statement is Allan S. Bird. (b) The business address of the Reporting Person is 818 W. Brooks Ave., N. Las Vegas, Nevada 89030. (c) The Reporting Person has not, during the past five years, been convicted in a criminal proceeding. (d) The Reporting Person has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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. (e) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person used his personal funds to invest in the Notes. ITEM 4. PURPOSE OF TRANSACTION This Schedule 13D is being filed because the Reporting Person acquired additional $50,000 principal amount of the Notes from the Issuer, bringing his total beneficial ownership interest in the Common Stock of the Issuer to 9.9%. See Item 5 below. The Reporting Person purchased the Notes and thus the Common Stock underlying the Notes and Warrants for investment. Except as set forth in this Item 4, the Reporting Person has no plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) If the Reporting Person converted the entire principal amount of the Note into Common stock and exercised the Warrants, he would beneficially own 2,250,000 shares of Common Stock, which would represent 10.4% of the issued and outstanding Common Stock of the Issuer. The Note and the Warrants contain provisions that the Reporting Person cannot, at any point, own more than 9.9% of the issued and outstanding Common Stock of the Issuer. Accordingly, the Reporting Person may convert the Note or exercise the Warrants only to the extent that his total beneficial ownership of Common Stock will not exceed 9.9% after such action. (b) If the Reporting Person converted his Note and exercised the related Warrants, he would have the sole power to vote and dispose of 2,250,000 shares. The Reporting Person will be able to vote the shares of Common Stock underlying the Notes and Warrants only if he converts the Notes into Common Stock and exercises the Warrants. (c) The Reporting Person has effected no transactions in the Common Stock during the past 60 days for himself and his Affiliates. (d) No person is known to the Reporting Person to have any right to receive, or power to direct the receipt of, dividends from or the proceeds from the sale of any of the securities covered by this statement, except as provided herein. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Reporting Person has no contracts, arrangements, understandings or relationships required to be reported under this Item 6, except the Notes, Warrants and a Registration Rights Agreement. The Registration Rights Agreement obligates the Issuer to file a registration statement with the Securities and Exchange Commission to register the Common Stock underlying the Notes and Warrants. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS The following were filed as Exhibits to this Schedule 13D: (i) Form of Note; (ii) Form of Warrant; and (iii) Form of Registration Rights Agreement. -2- 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. December 16, 2005 By: /s/ Allan S. Bird Date ------------------------------------ Allan S. Bird -3- -----END PRIVACY-ENHANCED MESSAGE-----