SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
Number Seven
To
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
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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Howard
Ullman
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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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.
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)
Howard
Ullman
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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:
93,869,536
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:
93,869,536
Series
B Convertible Preferred Stock: 0
Series
B-1 Convertible Preferred Stock: 135,000
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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:
93,869,536
Series
B Convertible Preferred Stock: 0
Series
B-1 Convertible Preferred Stock: 135,000
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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: 17%
Series
B Convertible Preferred Stock (“Series B Stock”): 0%
Series
B-1 Convertible Preferred Stock (“Series B-1
Stock”): 10%
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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 Seven 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.
Item 2.
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Identity
and Background.
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(a) This
statement is filed by Howard Ullman (the “Reporting Person”). The
Reporting Person is a natural person and the Chairman of the Board of Directors
of the Company.
(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 Chairman of the
Board of Directors of the Company.
(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.
Item 3.
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Source
and Amount of Funds or Other
Consideration.
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Not
applicable.
Item 4.
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Purpose
of Transaction.
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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, Howard Ullman sold 914,813 shares of Series
B Stock to the Company for $1. He also received 135,000
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.
Mr. Ullman ownership of
Common Stock was reduced to
93,869,536 due to a July 13, 2009
collateral forfeiture on a personal loan.
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.
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 Seven to the Schedule 13D, the Reporting
Person beneficially owns
93,869,536
shares
of Common Stock, representing approximately 17% of the outstanding shares of
Common Stock as of July 9, 2009, and 135,000 shares of Series B-1
Stock, which is convertible upon demand into 8,999,100 shares of
Common Stock and represents approximately 10% 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 564,041,645.99 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 17% of the outstanding
shares of Common Stock and 17% of the outstanding voting power of the Common
Stock (based on 564,041,645.99 outstanding shares of Common Stock).
(b) The
Series B-1 Stock has no voting rights, but is convertible into Common Stock at
one share of Series B-1 Stock for 66.66 shares of Common Stock. The
Reporting Person has sole voting and dispositive power over the 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.
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.
Item 7.
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Material
to be Filed as Exhibits.
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ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
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 15, 2009
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By:
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/s/
Howard Ullman
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Name:
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Howard
Ullman
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Exhibit
Number
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Description
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None
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