Schedule 13G Amendment No. 1

-----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, MEtUdujlJfOaB8p4+AdGPM4wzCJYg8+jRiQUrfKGicA9SiUdsmomtfz8AI6JWTlb VeTzIbPyvBUNmlMHlw4yXA== 0001193125-06-110605.txt : 20060512 0001193125-06-110605.hdr.sgml : 20060512 20060512143752 ACCESSION NUMBER: 0001193125-06-110605 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060512 DATE AS OF CHANGE: 20060512 GROUP MEMBERS: ARNOLD HOLDINGS, LLC GROUP MEMBERS: ARNOLD VENTURE FUND, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAGEMARK COMPANIES LTD CENTRAL INDEX KEY: 0000089041 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 131948169 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39346 FILM NUMBER: 06834084 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544219 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19950525 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL ELECTRONIC SYSTEMS INC DATE OF NAME CHANGE: 19680822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Arnold Edward H. CENTRAL INDEX KEY: 0001361949 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: BUSINESS PHONE: (717)272-2497 MAIL ADDRESS: STREET 1: 815 TUDOR LANE CITY: LEBANON STATE: PA ZIP: 17042 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)

The Sagemark Companies Ltd.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

78668E108

(Cusip Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

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

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)


CUSIP NO. 78668E108		Page 2 of 9 Pages


1.		Names of Reporting Persons: IRS Identification Nos. of Above Persons (entities only): Edward H. Arnold
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (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 776,250
		6. Shared Voting Power 0
		7. Sole Dispositive Power 776,250
		8. Shared Dispositive Power 0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 776,250
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 9.9%
12.	Type of Reporting Person (See Instructions) IN


CUSIP NO. 78668E108		Page 3 of 9 Pages


1.		Names of Reporting Persons: IRS Identification Nos. of Above Persons (entities only): Arnold Holdings, LLC 31-1781392
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Pennsylvania, United States


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 388,125
		6. Shared Voting Power 0
		7. Sole Dispositive Power 388,125
		8. Shared Dispositive Power 0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 388,125
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 5.0%
12.	Type of Reporting Person (See Instructions) 00


CUSIP NO. 78668E108		Page 4 of 9 Pages


1.		Names of Reporting Persons: IRS Identification Nos. of Above Persons (entities only): Arnold Venture Fund, L.P. 11-3698708
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization Pennsylvania, United States


Number of Shares Beneficially Owned by Each Reporting Person With		5. Sole Voting Power 388,125
		6. Shared Voting Power 0
		7. Sole Dispositive Power 388,125
		8. Shared Dispositive Power 0


9.	Aggregate Amount Beneficially Owned by Each Reporting Person 388,125
10.	Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)	¨
11.	Percent of Class Represented by Amount in Row 9 5.0%
12.	Type of Reporting Person (See Instructions) PN


		Page 5 of 9 Pages

Item 1

(a)

Name of Issuer:

The Sagemark Companies, Ltd.

(b)

Address of Issuer’s Principal Executive Offices:

1285 Avenue of the Americas

35^th Floor

New York, NY 10019

Item 2

(a)

Name of Person Filing:

Edward H. Arnold

II.

Arnold Holdings, LLC

III.

Arnold Venture Fund, L.P.

(b)

Address of Principal Business Office, or if None, Residence:

Edward H. Arnold

815 Tudor Lane

Lebanon, PA 17042

II.

Arnold Holdings, LLC

815 Tudor Lane

Lebanon, PA 17042

III.

Arnold Venture Fund, L.P.

815 Tudor Lane

Lebanon, PA 17042

(c)

Citizenship:

Edward H. Arnold is a United States citizen and resident of the Commonwealth of Pennsylvania

II.

Arnold Holdings, LLC is a limited liability company organized under the laws of the Commonwealth of Pennsylvania


		Page 6 of 9 Pages

III.

Arnold Venture Fund, L.P. is a limited partnership organized under the laws of the Commonwealth of Pennsylvania

(d)

Title of Class of Securities:

Common Stock, $0.01 Par Value

(e)

CUSIP Number:

78668E108

Item 3

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.


(a)	¨	Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)	¨	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	¨	Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	¨	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	¨	An Investment Advisor in accordance with §240.13d-1(b)(1)(ii)(E).

(f)	¨	An Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)	¨	A Parent Holding Company or Control Person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)	¨	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)	¨	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4

Ownership:

Edward H. Arnold

(a)

Amount beneficially owned: 776,250


		Page 7 of 9 Pages

(b)

Percent of class: 9.9%

(c)

Number of shares as to which person has

(i)

Sole power to vote or to direct the vote: 776,250

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of shares: 776,250

(iv)

Shared power to dispose or to direct the disposition of shares: 0

II.

Arnold Holdings, LLC

(a)

Amount beneficially owned: 388,125

(b)

Percent of class: 5.0%

(c)

Number of shares as to which person has

(i)

Sole power to vote or to direct the vote: 388,125

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of shares: 388,125

(iv)

Shared power to dispose or to direct the disposition of shares: 0

III.

Arnold Venture Fund, L.P.

(a)

Amount beneficially owned: 388,125

(b)

Percent of class: 5.0%

(c)

Number of shares as to which person has

(i)

Sole power to vote or to direct the vote: 388,125

(ii)

Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of shares: 388,125

(iv)

Shared power to dispose or to direct the disposition of shares: 0


		Page 8 of 9 Pages

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

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 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.


		Page 9 of 9 Pages

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.



May 11, 2006		/s/ Edward H. Arnold
Date		Edward H. Arnold, Individually

	ARNOLD HOLDINGS, LLC

May 11, 2006	By:	/s/ Edward H. Arnold
Date		Edward H. Arnold, Manager

	ARNOLD VENTURE FUND, L.P.
	By:	Arnold Holdings, LLC, as General Partner

May 11, 2006		By:	/s/ Edward H. Arnold
Date			Edward H. Arnold, Manager

Exhibit A

Agreement to File Joint SEC Schedule 13G

Pursuant to Rule 13d-1(k) of the general Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, the undersigned agree that the statement to which this exhibit is attached is filed jointly on behalf of each of them in their capacities set forth below.



Dated: May 11, 2006		/s/ Edward H. Arnold
		Edward H. Arnold

	ARNOLD HOLDINGS, LLC

	By:	/s/ Edward H. Arnold
		Edward H. Arnold, Manager

	ARNOLD VENTURE FUND, L.P.
	By:	Arnold Holdings, LLC

		By:	/s/ Edward H. Arnold
			Edward H. Arnold, Manager

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