SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
Number Two
To
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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CHDT
CORPORATION
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(Name
of Issuer)
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Common
Stock, $0.0001 Par Value, and
Series
B Convertible Preferred Stock, $0.10 Par Value
Series
B-1 Convertible Preferred Stock, $1.00 Par Value
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(Title
of Classes of Securities)
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(CUSIP Number of Class of
Securities):
12541A 108 (Common
Stock)
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Stewart
Wallach
CHDT
Corporation
350
Jim Moran Blvd., Suite 120
Deerfield
Beach, Florida 33442
(954)
252-3440
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(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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Copies
to:
Paul
W. Richter, Esq.
PW
RICHTER PLC
3901
Dominion Townes Circle
Richmond,
Virginia 23223
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July
9, 2009
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(Date
of Event which Requires Filing of this Schedule)
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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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [__]
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.
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SCHEDULE
13D
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CUSIP No.
12541A
108
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1
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NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Stewart
Wallach
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) __
(b) ___
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS*
N/A
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
SOLE
VOTING POWER
Common
Stock: 65,157,295
Series
B Convertible Preferred Stock: No Voting Rights
Series
B-1 Convertible Preferred Stock: No Voting
Rights
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8
SHARED
VOTING POWER
0
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9
SOLE
DISPOSITIVE POWER
Common
Stock: 65,157,295
Series
B Convertible Preferred Stock: 0
Series
B-1 Convertible Preferred Stock: 939,000
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10
SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH PERSON
Common
Stock: 65,157,295
Series
B Convertible Preferred Stock: 0
Series
B-1 Convertible Preferred Stock: 939,000
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
[X]
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common
Stock: 11%
Series
B Convertible Preferred Stock (“Series B Stock”): 0%
Series
B-1 Convertible Preferred Stock (“Series B-1
Stock”): 71%
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14
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TYPE
OF REPORTING PERSON*
IN
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Item 1.
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Security
and Issuer.
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This
Amendment Number Two to the statement on Schedule 13D relates to the Common
Stock, $0.0001 par value, (“Common Stock”) and Series B Preferred Stock, $0.10
par value per share, (“Series B Stock”) and Series B-1 Convertible Preferred
Stock, $1.00 par value, (“Series B-1 Stock”) of CHDT Corporation, a Florida
corporation, (“CHDT,” “Company” or “Issuer”). The address of the principal
executive offices of the Company is 350 Jim Moran Blvd., Suite 120, Deerfield
Beach, Florida 33442, Telephone: (954) 252-3440.
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Item 2.
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Identity
and Background.
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(a) This
statement is filed by Stewart Wallach (the “Reporting Person”). The
Reporting Person is a natural person and the Chief Executive Officer, President
and a director of the Company and its operating subsidiary, Capstone Industries,
Inc. (“Capstone”).
(b)
The address of the principal business office of the Reporting Person is 350 Jim
Moran Blvd., Suite 120, Deerfield Beach, Florida 33442.
(c)
The principal business of the Reporting Person is to act as the Chief Executive
Officer, President and a director of the Company and its Capstone operating
subsidiary. Mr. Wallach has interests and roles in other
businesses.
(d) The
Reporting Person has not during the last five (5) years been indicted or
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e)
The Reporting Person has not, during the last five (5) years, 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.
(f)
Reporting Person is a United States citizen.
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Item 3.
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Source
and Amount of Funds or Other
Consideration.
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Not
applicable.
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Item 4.
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Purpose
of Transaction.
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Equity
Swap. As part of a July 9, 2009 stock purchase agreement (“SPA”)
underlying the private placement by the Company of 1,000 shares of newly
authorized Company Series C Convertible Preferred Stock, $1.00 par value,
(“Series C Stock”) to a private investor on July 9, 2009, and as part of the
Company’s efforts to improve and clarify its capitalization structure, Stewart
Wallach cancelled his 939,000 shares of Series B Stock and received 939,000
shares of Series B-1 Stock, which Series B Stock has substantially the same
rights and preferences.
The Series
B-1 Stock was authorized by the Company on July 9, 2009.
The
Reporting Persons may, at any time, from time to time, subject to applicable
legal and Company-imposed investment restrictions, buy or acquire
additional shares of Common Stock or dispose of the shares of Common Stock held
by him.
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Item 5.
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Interest
in Securities of the Issuer.
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(a) As of
the date of this Amendment Number Two to the Schedule 13D, the Reporting Person
beneficially owns 65,157,295 shares of Common Stock, representing approximately
11% of the outstanding shares of Common Stock as of July 9, 2009, and
939,000 shares of Series B-1 Stock, which is convertible upon demand into
62,593,740 shares of Common Stock and represents approximately 71% of the
outstanding shares of Series B-1 Stock. As of July
9, 2009, there were 1,329,000 shares of Series B-1 Stock outstanding
(all such shares being owned by members of Company management) and
568,045,613.99 shares of Common Stock. If the Reporting Person converts all of
his Series B-1 Stock, then he would own, assuming no other dilution of the
Shares, approximately 20.26% of the outstanding shares of Common Stock and
20.26% of the outstanding voting power of the Common Stock (based on 630,638,353
outstanding shares of Common Stock).
(b) The
Series B-1 Stock has no voting rights. The Reporting Person has sole
voting and dispositive power over the 65,157,295 shares of Common Stock, each
such share entitled to one vote per share. Other than the Reporting Person, no
person is known to have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the shares of Common Stock
and Series B Stock.
(e) Not
applicable.
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Item 6.
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Contracts,
Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer.
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Except as
set forth herein, there are no contracts, arrangements, understandings or
relationships by the Reporting Person with any other person with respect to any
securities of the Company.
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Item 7.
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Material
to be Filed as Exhibits.
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ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
Number
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Description
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None
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SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
Dated:
July 13, 2009
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By:
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/s/
Stewart Wallach
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Name:
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Stewart
Wallach
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Exhibit
Number
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Description
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None
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