- Amended Statement of Beneficial Ownership (SC 13D/A)
March 19 2009 - 4:24PM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
(Name of
Issuer)
(Title of Class
of Securities)
(CUSIP Number)
Erin White, 8435 Katy
Freeway, Houston, TX 77024, (713) 464-6868
(Name, Address
and Telephone Number of Person Authorized to
Receive Notices and Communications)
(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 that 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.
o
Note:
Schedules filed in paper format shall include a signed
original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
* The remainder of
this cover page shall be filled out for a reporting
persons 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).
Persons who respond to the collection of
information contained in this form are not
required to respond unless the form displays a currently
valid OMB control number.
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SEC
1746(3-06)
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1.
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NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities
only).
Richard Kenneth Duncan, Sr.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
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(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 (SEE
INSTRUCTIONS)
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PF
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5.
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CHECK IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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7.
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SOLE VOTING POWER
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NUMBER OF
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1,184,177
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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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BY OWNED BY
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EACH
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9.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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1,184,177
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WITH
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10.
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SHARED DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
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12.
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CHECK IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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13.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11)
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14.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Instructions for Cover Page
(1)
Names and
I.R.S. Identification Numbers of Reporting Persons
Furnish the full legal name of each person for
whom the report is filed - i.e., each person required to sign the schedule itself - including each member of a group.
Do not include the name of a person required to be identified in the report but who is not a reporting person.
Reporting persons that are entities are also requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers is voluntary, not mandatory (see SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13D below).
(2)
If any of the shares beneficially owned by a reporting person are held as a member of a group and the membership
is expressly affirmed, please check row 2(a). If the reporting person disclaims membership in a group or describes
a relationship with other persons but does not affirm the existence of a group, please check row 2(b) [unless it is
a joint filing pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to check row 2(b)].
(3) The 3rd
row is for SEC internal use; please leave blank.
2
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(4)
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Classify the source of funds or other consideration used or to be used in making purchases as
required to be
disclosed pursuant to Item 3 of Schedule 13D and insert the appropriate symbol (or symbols if
more than one is necessary) in row (4):
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Category of Source
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Symbol
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Subject Company (Company whose securities are being acquired)
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SC
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Bank
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BK
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Affiliate (of reporting person)
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AF
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Working Capital (of reporting person)
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WC
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Personal Funds (of reporting person)
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PF
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Other
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OO
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(5)
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If disclosure of legal proceedings or actions is required pursuant to either Items 2(d) or
2(e) of Schedule 13D, row
5 should be checked.
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(6)
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Citizenship or Place of Organization
Furnish citizenship if the named reporting person is a
natural person. Otherwise, furnish place of organization. (See Item 2 of Schedule 13D.)
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(7)-(11), (13)
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Aggregate Amount Beneficially Owned by Each Reporting Person, etc.
Rows (7)
through (11)
inclusive, and (13) are to be completed in accordance with the provisions of Item 5 of
Schedule 13D. All percentages are to be rounded off to nearest tenth (one place after decimal point).
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(12)
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Check if the aggregate amount reported as beneficially owned in row (11) does not include
shares which the
reporting person discloses in the report but as to which beneficial ownership is disclaimed
pursuant to Rule 13d-4
[17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
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(14)
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Type of Reporting Person
Please classify each reporting person according to the
following breakdown and
place the appropriate symbol (or symbols, i.e., if more than one is applicable, insert all
applicable symbols) on
the form:
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Category
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Symbol
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Broker-Dealer
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BD
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Bank
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BK
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Insurance Company
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IC
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Investment Company
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IV
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Investment Adviser
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IA
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Employee Benefit Plan or Endowment Fund
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EP
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Parent Holding Company/Control Person
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HC
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Savings Association
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SA
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Church Plan
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CP
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Corporation
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CO
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Partnership
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PN
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Individual
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IN
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Other
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OO
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Notes:
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Attach as many copies of the second part of the cover page as are needed, one reporting person
per page.
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Filing persons may, in order to avoid unnecessary duplication, answer items on the schedules
(Schedule 13D, 13G
or 14D-1) by appropriate cross references to an item or items on the cover page(s). This
approach may only be
used where the cover page item or items provide all the disclosure required by the schedule
item. Moreover, such
a use of a cover page item will result in the item becoming a part of the schedule and
accordingly being considered
as filed for purposes of Section 18 of the Securities Exchange Act or otherwise subject to
the liabilities of that
section of the Act.
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Reporting persons may comply with their cover page filing requirements by filing either
completed copies of the
blank forms available from the Commission, printed or typed facsimiles, or computer printed
facsimiles, provided
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the documents filed have identical formats to the forms prescribed in the Commissions regulations
and meet
existing Securities Exchange Act rules as to such matters as clarity and size (Securities Exchange
Act Rule 12b-12).
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SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, the
Commission is authorized to solicit the information required to be supplied by this schedule by
certain security holders
of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except for I.R.S.
identification numbers,
disclosure of which is voluntary. The information will be used for the primary purpose of
determining and disclosing the
holdings of certain beneficial owners of certain equity securities. This statement will be made a
matter of public record.
Therefore, any information given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can utilize it for a variety
of purposes, including
referral to other governmental authorities or securities self-regulatory organizations for
investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil, criminal or
regulatory statutes or provisions.
I.R.S. identification numbers, if furnished, will assist the Commission in identifying security
holders and, therefore, in
promptly processing statements of beneficial ownership of securities.
Failure to disclose the information requested by this schedule, except for I.R.S.
identification numbers, may result
in civil or criminal action against the persons involved for violation of the Federal securities
laws and rules promulgated
thereunder.
General Instructions
A.
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The item numbers and captions of the items shall be included but the text of the items is to
be omitted. The answers
to the items shall be so prepared as to indicate clearly the coverage of the items without
referring to the text of
the items. Answer every item. If an item is inapplicable or the answer is in the negative, so
state.
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B.
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Information contained in exhibits to the statements may be incorporated by reference in
answer or partial answer
to any item or sub-item of the statement unless it would render such answer misleading,
incomplete, unclear or
confusing. Material incorporated by reference shall be clearly identified in the reference by
page, paragraph,
caption or otherwise. An express statement that the specified matter is incorporated by
reference shall be made
at the particular place in the statement where the information is required. A copy of any
information or a copy
of the pertinent pages of a document containing such information which is incorporated by
reference shall be
submitted with this statement as an exhibit and shall be deemed to be filed with the
Commission for all purposes
of the Act.
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C.
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If the statement is filed by a general or limited partnership, syndicate, or other group, the
information called for
by Items 2-6, inclusive, shall be given with respect to (i) each partner of such general
partnership; (ii) each partner
who is denominated as a general partner or who functions as a general partner of such limited
partnership; (iii)
each member of such syndicate or group; and (iv) each person controlling such partner or
member. If the statement
is filed by a corporation or if a person referred to in (i), (ii), (iii) or (iv) of this
Instruction is a corporation, the
information called for by the above mentioned items shall be given with respect to (a) each
executive officer and
director of such corporation; (b) each person controlling such corporation; and (c) each
executive officer and
director of any corporation or other person ultimately in control of such corporation.
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Item 1. Security and Issuer
State the title of the class of equity securities to which this statement relates and the name
and address of the
principal executive offices of the issuer of such securities.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in Instruction C of this
statement is a corporation,
general partnership, limited partnership, syndicate or other group of persons, state its name, the
state or other place of its
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organization, its principal business, the address of its principal office and the information
required by (d) and (e) of this Item.
If the person filing this statement or any person enumerated in Instruction C is a natural person,
provide the information
specified in (a) through (f) of this Item with respect to such person(s).
(a)
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Name;
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(b)
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Residence or business address;
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(c)
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Present principal occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is conducted;
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(d)
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Whether or not, during the last five years, such person has been convicted in a criminal
proceeding (excluding
traffic violations or similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of
court, and penalty imposed, or other disposition of the case;
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(e)
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Whether or not, during the last five years, such person was 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; and, if so,
identify and describe such
proceedings and summarize the terms of such judgment, decree or final order; and
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(f)
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Citizenship.
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Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or to be used in making
the purchases, and
if any part of the purchase price is or will be represented by funds or other consideration
borrowed or otherwise obtained
for the purpose of acquiring, holding, trading or voting the securities, a description of the
transaction and the names of
the parties thereto. Where material, such information should also be provided with respect to prior
acquisitions not
previously reported pursuant to this regulation. If the source of all or any part of the funds is a
loan made in the ordinary
course of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the bank shall
not be made available
to the public if the person at the time of filing the statement so requests in writing and files
such request, naming such bank,
with the Secretary of the Commission. If the securities were acquired other than by purchase,
describe the method of
acquisition.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the issuer. Describe any
plans or proposals which the reporting persons may have which relate to or would result in:
(a)
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The acquisition by any person of additional securities of the issuer, or the disposition of
securities 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 or
any of its subsidiaries;
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(c)
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A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries;
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(d)
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Any change in the present board of directors or management of the issuer, including any plans
or proposals to
change the number or term of directors or to fill any existing vacancies on the board;
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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 issuers 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 issuers 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 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;
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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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Item 5. Interest in Securities of the Issuer
(a)
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State the aggregate number and percentage of the class of securities identified pursuant to Item 1 (which may be
based on the number of securities outstanding as contained in the most recently available filing with the
Commission by the issuer unless the filing person has reason to believe such information is not current)
beneficially owned (identifying those shares which there is a right to acquire) by each person named in Item 2.
The above mentioned information should also be furnished with respect to persons who, together with any of the
persons named in Item 2, comprise a group within the meaning of Section 13(d)(3) of the Act;
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(b)
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For each person named in response to paragraph (a), indicate the number of shares as to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or to direct the disposition. Provide the applicable information required
by Item 2 with respect to each person with whom the power to vote or to direct the vote or to dispose or direct
the disposition is shared;
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(c)
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Describe any transactions in the class of securities reported on that were effected during the past sixty days or
since the most recent filing of Schedule 13D (§240.13d-191), whichever is less, by the persons named in response
to paragraph (a).
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Instruction
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The description of a transaction required by Item 5(c) shall include, but not necessarily be
limited to: (1) the identity of the person covered by Item 5(c) who effected the transaction;
(2) the date of the transaction; (3) the amount of securities involved; (4) the price per share or
unit; and (5) where and how the transaction was effected.
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(d)
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If any other 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, such securities, a statement to that effect should be included in response to this item
and, if such interest relates to more than five percent of the class, such person should be identified. A listing of
the shareholders of an investment company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is not required.
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(e)
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If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five
percent of the class of securities.
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Instruction
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For computations regarding securities which represent a right to acquire an underlying
ecurity, see Rule 13d-3(d)(1) and the note thereto.
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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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Describe any contracts, arrangements, understandings or relationships (legal or otherwise) among the persons
named in Item 2 and between such persons and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom
such contracts, arrangements, understandings or relationships have been entered into. Include such information for any
of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person
voting power or investment power over such securities except that
disclosure of standard default and similar provisions
contained in loan agreements need not be included.
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Item 7. Material to Be Filed as Exhibits
The following shall be filed as exhibits: copies of written agreements relating to the filing of joint acquisition
statements as required by §240.13d-1(k) and copies of all written agreements, contracts, arrangements, understandings,
plans or proposals relating to: (1) the borrowing of funds to finance the acquisition as disclosed in Item 3; (2) the acquisition
of issuer control, liquidation, sale of assets, merger, or change in business or corporate structure or any other matter as
disclosed in Item 4; and (3) the transfer or voting of the securities, finders fees, joint ventures, options, puts, calls,
guarantees of loans, guarantees against loss or of profit, or the giving or withholding of any proxy as disclosed in Item 6.
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.
Date
March 16, 2009
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/s/ Richard Kenneth Duncan, Sr.
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Signature
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Richard Kenneth Duncan, Sr.
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Name/Title
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The original statement shall be signed by each person on whose behalf the statement is filed
or his authorized
representative. If the statement is signed on behalf of a person by his authorized representative
(other than an executive
officer or general partner of the filing person), evidence of the representatives authority to
sign on behalf of such person
shall be filed with the statement: provided, however, that a power of attorney for this purpose
which is already on file with
the Commission may be incorporated by reference. The name and any title of each person who signs
the statement shall
be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations
(See 18 U.S.C. 1001)
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