0001079973-05-000055.txt : 20120705 0001079973-05-000055.hdr.sgml : 20120704 20050204181918 ACCESSION NUMBER: 0001079973-05-000055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050207 DATE AS OF CHANGE: 20050204 GROUP MEMBERS: EUGENE C. MCCOLLEY GROUP MEMBERS: ROARING FORK CAPITAL MANAGEMENT, LLC GROUP MEMBERS: SHERMAN J. MULLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VISIJET INC CENTRAL INDEX KEY: 0001082249 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330838660 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61889 FILM NUMBER: 05578377 BUSINESS ADDRESS: STREET 1: 188 TECHNOLOGY STREET 2: SUITE D CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9494759600 MAIL ADDRESS: STREET 1: 188 TECHNOLOGY STREET 2: SUITE D CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: PONTE NOSSA ACQUISITION CORP DATE OF NAME CHANGE: 19990319 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Roaring Fork Capital SBIC, L.P. CENTRAL INDEX KEY: 0001310175 IRS NUMBER: 710953148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8400 E PRENTICE AVENUE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 BUSINESS PHONE: 303-694-1300 MAIL ADDRESS: STREET 1: 8400 E PRENTICE AVENUE CITY: GREENWOOD VILLAGE STATE: CO ZIP: 80111 SC 13G 1 roaringfork_13g020405.txt SCHEDULE 13G ----------------------------- OMB APPROVAL ----------------------------- OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response........11 ----------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 VisiJet, Inc. ------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------ (Title of Class of Securities) 732462205 --------- (CUSIP Number) January 28, 2005 ---------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) * The remainder of this cover page shall be filled out for the Reporting Person's 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 in 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). CUSIP No. 09608Q208 (1) Name of Reporting Person and I.R.S. Identification No. of Such Person (entities only)(1) (a) Roaring Fork Capital SBIC, L.P. ("RFLP") Taxpayer I.D. No. 71-0953148 (b) Roaring Fork Capital Management, LLC ("RFLLC") Taxpayer I.D. No. 48-0879110 (c) Eugene C. McColley ("McColley") (d) Sherman J. Muller ("Muller") (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) (3) SEC Use Only ___________________________________________________________ (4) Citizenship or Place of Organization (a) Delaware, USA (b) Colorado, USA (c) USA (d) USA Number of Shares (5) Sole Voting Power: 2,507,143(2) Beneficially Owned by Each Reporting (6) Shared Voting Power: Person with: (7) Sole Dispositive Power: 2,507,143(2) (8) Shared Dispositive Power: (1) Joint filing pursuant to Rule 13D-1(k)(1). The record owner of the securities of the Issuer is RFLP. This Statement is also being filed on behalf of RFLLC, which is the sole general partner of RFLP, and McColley and Muller who are the Managers of RFLLC and as principals of RFLLC may be deemed to share indirect beneficial ownership of the securities which RFLLC may beneficially own. Each of Messrs. McColley and Muller disclaim beneficial ownership of such securities for all other purposes. (2) Consists of 1,857,143 shares of common stock which may be acquired upon conversion of a convertible debenture and 650,000 shares of common stock which may be acquired upon exercise of warrants. (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,507,143 (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) _______ (11) Percent of Class Represented by Amount in Row (9): 8.04% (12) Type of Reporting Person (See Instructions): (a) PN (b) OO (c) IN (d) IN Item 1. Name and Address of Issuer. (a)(b) Name and address of principal executive offices of Issuer: VisiJet, Inc. 192 Technology Drive, Suite Q Irvine, California 92618 Item 2. Roaring Fork Capital SBIC, L.P. ------------------------------- (a) Name of person filing: Roaring Fork Capital SBIC, L.P. (b) Residence or Business Address: 8400 E Prentice Avenue, Suite 745 Greenwood Village CO 80111 (c) Citizenship: Delaware, USA entity (d) Title and Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 732462205 Roaring Fork Capital Management, LLC ------------------------------------ (a) Name of person filing: Roaring Fork Capital Management, LLC (b) Residence or Business Address: 8400 E Prentice Avenue, Suite 745 Greenwood Village CO 80111 (c) Citizenship: Colorado, USA entity (d) Title and Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 732462205 Eugene C. McColley ------------------ (a) Name of person filing: Eugene C. McColley (b) Residence or Business Address: 8400 E Prentice Avenue, Suite 745 Greenwood Village CO 80111 (c) Citizenship: Citizen of USA (d) Title and Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 732462205 Sherman J. Muller ----------------- (a) Name of person filing: Sherman J. Muller (b) Residence or Business Address: 8400 E Prentice Avenue, Suite 745 Greenwood Village CO 80111 (c) Citizenship: Citizen of USA (d) Title and Class of Securities: Common Stock, $0.001 par value (e) CUSIP Number: 732462205 Item 3. N/A Item 4. Ownership. (a) Amount beneficially owned: 2,507,143 Shares (b) Percent of class: 8.04% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 2,507,143 (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: 2,507,143 (iv) Shared power to dispose or to direct the disposition of: Item 5-9. Ownership of Five Percent or Less of a Class N/A Item 10. Certification The following certification shall be included if the statement is filed pursuant to ss.240.13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the Reporting Person's knowledge and belief, the Reporting Person certifies that the information set forth in this statement is true, complete and correct. Date: February 2, 2005 Roaring Fork Capital SBIC, L.P. By: Roaring Fork Capital Management, LLC, as General Partner By: /s/ Eugene C. McColley ----------------------------------- Eugene C. McColley, Managing Member Roaring Fork Capital Management, LLC By: /s/ Eugene C. McColley ------------------------------------ Eugene C. McColley, Managing Member /s/ Eugene C. McColley ---------------------- Eugene C. McColley, Individually /s/ Sherman J. Muller --------------------- Sherman J. Muller, Individually -------- (1) Joint filing pursuant to Rule 13D-1(k)(1). The record owner of the securities of the Issuer is RFLP. This Statement is also being filed on behalf of RFLLC, which is the sole general partner of RFLP, and McColley and Muller who are the Managers of RFLLC and as principals of RFLLC may be deemed to share indirect beneficial ownership of the securities which RFLLC may beneficially own. Each of Messrs. McColley and Muller disclaim beneficial ownership of such securities for all other purposes. (2) Consists of 1,857,143 shares of common stock which may be acquired upon conversion of a convertible debenture and 650,000 shares of common stock which may be acquired upon exercise of warrants.