SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment Number Two
To
SCHEDULE 13D
Under the Securities Exchange Act of 1934


CHDT CORPORATION
(Name of Issuer)

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
(Title of Classes of Securities)

 
(CUSIP Number of Class of Securities): 12541A 108 (Common Stock)

Stewart Wallach
CHDT Corporation
350 Jim Moran Blvd., Suite 120
Deerfield Beach, Florida 33442
(954) 252-3440
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:
Paul W. Richter, Esq.
PW RICHTER PLC
3901 Dominion Townes Circle
Richmond, Virginia 23223

July 9, 2009
(Date of Event which Requires Filing of this Schedule)
 
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
CUSIP No. 12541A 108

         
1
 
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 Stewart Wallach
   
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  __
(b) ___
   
3
 
SEC USE ONLY
   
4
 
SOURCE OF FUNDS*
N/A
   
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
¨
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
   
     
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
 
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
 
8     SHARED VOTING POWER
 
                      0
 
9     SOLE DISPOSITIVE POWER
 
Common Stock: 65,157,295
Series B Convertible Preferred Stock: 0
Series B-1 Convertible Preferred Stock:  939,000 
            
 
10     SHARED DISPOSITIVE POWER
 
                            0
           
11
 
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 
     
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
     
13
 
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%
     
14
 
TYPE OF REPORTING PERSON*
 
IN
     
 

Item 1.
Security and Issuer.

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.

Item 2.
Identity and Background.

(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. 

Item 3.
Source and Amount of Funds or Other Consideration.

Not applicable.
Item 4.
Purpose of Transaction.

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.

Item 5.
Interest in Securities of the Issuer.

(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.

 
 

 


Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

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.
Material to be Filed as Exhibits.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Exhibit Number
Description
 
 
   None
   
 
 


 
 

 

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

     
   
By:
 
/s/ Stewart Wallach
Name:
 
Stewart Wallach
     
 
Exhibit Number
Description
 
 
None