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CUSIP
NO. 0001377889
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13D
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1
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NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
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Ralph
Porretti
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF GROUP
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(a)
o
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||
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(b)
o
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||||
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||||
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3
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SEC
USE ONLY
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||||
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4
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SOURCE
OF FUNDS
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|||
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PF
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|||
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5
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CHECK IF DISCLOSURE
OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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o
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||||
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||||
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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United
States of America
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7
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SOLE
VOTING POWER
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NUMBER
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OF
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4,500,000
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SHARES
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8
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SHARED
VOTING POWER
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BENEFICIALLY
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OWNED
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BY
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9
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SOLE
DISPOSITIVE POWER
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||
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EACH
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||||
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REPORTING
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PERSON
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10
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SHARED
DISPOSITIVE POWER
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WITH
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,500,000
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12
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
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o
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||
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||||
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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|||
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28.1%
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|||
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14
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TYPE
OF REPORTING PERSON
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|||
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IN
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CUSIP
NO. 0001377889
|
13D
|
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|
1
|
NAME
OF REPORTING PERSON
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I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
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||||
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James
McAlinden
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||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
o
|
||
|
(b)
o
|
||||
|
|
||||
|
3
|
SEC
USE ONLY
|
|||
|
|
||||
|
4
|
SOURCE
OF FUNDS
|
|||
|
|
PF
|
|||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
|
|
||||
|
|
||||
|
6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
|
United
States of America
|
|||
|
7
|
SOLE
VOTING POWER
|
|||
|
NUMBER
|
||||
|
OF
|
4,500,000
|
|||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
||
|
BENEFICIALLY
|
||||
|
OWNED
|
|
|
||
|
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
EACH
|
||||
|
REPORTING
|
|
|||
|
PERSON
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
WITH
|
||||
|
|
|
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
|
4,500,000
|
|||
|
12
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
|
||||
|
|
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
|
|
28.1%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
|||
|
|
IN
|
|||
|
CUSIP
NO. 0001377889
|
13D
|
|
|
1
|
NAME
OF REPORTING PERSON
|
|||
|
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
||||
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Peter
NG
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||||
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2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF GROUP
|
(a)
o
|
||
|
(b)
o
|
||||
|
|
||||
|
3
|
SEC
USE ONLY
|
|||
|
|
||||
|
4
|
SOURCE
OF FUNDS
|
|||
|
|
PF
|
|||
|
5
|
CHECK IF DISCLOSURE
OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
|
o
|
||
|
|
||||
|
|
||||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|||
|
|
United
States of America
|
|||
|
7
|
SOLE
VOTING POWER
|
|||
|
NUMBER
|
||||
|
OF
|
4,500,000
|
|||
|
SHARES
|
8
|
SHARED
VOTING POWER
|
||
|
BENEFICIALLY
|
||||
|
OWNED
|
|
|
||
|
BY
|
9
|
SOLE
DISPOSITIVE POWER
|
||
|
EACH
|
||||
|
REPORTING
|
|
|||
|
PERSON
|
10
|
SHARED
DISPOSITIVE POWER
|
||
|
WITH
|
||||
|
|
|
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
|
4,500,000
|
|||
|
12
|
CHECK IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
||
|
|
||||
|
|
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|||
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28.1%
|
|||
|
14
|
TYPE
OF REPORTING PERSON
|
|||
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IN
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|||
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1
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(a)
Name: Ralph Porretti
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2
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(a)
Name: James McAlinden
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3
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(a) Name: Peter Ng |
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(a)
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The
acquisition by any person of additional securities of the Issuer, or the
disposition of securities of the Issuer, except that Tia IV, Inc. is
actively trying to raise capital to fund operations of the
issuer.
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(b)
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An
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Issuer.
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(c)
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A
sale or transfer of a material amount of assets of the
Issuer.
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(d)
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Any
change in the present board of directors or management of the Issuer,
including plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board, provided, however, that the
Securities Purchase Agreement resulted in a change of control and a new
board of directors were appointed, consisting of Ralph Porretti, James
McAlinden and Peter Ng;
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(e)
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Any
material change in the present capitalization or dividend policy of the
issuer;
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(f)
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Any
other material change in the Issuer’s business or corporate structure
including but not limited to, if the Issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940.
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(g)
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Changes
in the Issuer’s charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Issuer by
any person;
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(h)
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Causing
a class of securities of the Issuer to be delisted from national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association, provided, however, that following the acquisition the NASDAQ
notified Issuer that it would be removed from NASD Automated Quotation
System, pending a renewal of its application to be included on that
exchange;
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(i)
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A
class of equity securities of the Issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act;
or
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(j)
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Any
action similar to any of those enumerated
above.
|
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(a)
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The
Reporting Persons, Ralph Porretti, James McAlinden and Peter Ng are the
beneficial owners of 13,500,000 (78.2%) of the shares of common stock of
the Issuer. The percentage of the outstanding shares is calculated based
upon 17,256,983 shares of common stock outstanding as of January 6,
2009.
|
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(b)
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The
Reporting Persons have the direct power to vote and dispose of all
13,500,000 shares of common stock.
|
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(c)
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Except
as otherwise disclosed herein, during the past 60 days the Reporting
Persons have not effected any transaction in the common stock of the
Issuer.
|
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(d)
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The
Reporting Persons have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the securities
they hold.
|
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(e)
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The
Reporting Persons have not ceased to be the beneficial owners of more than
five percent of the common stock.
|