Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Drd0zuWeOoPa2fq4MVjtUUZYI3fngAJzBA8wAnbBJ6jgVNLu1LpAZqIBdQZxE2GJ jqC/nhtlqhPscw34p9Ye2A== 0001193125-05-126845.txt : 20050617 0001193125-05-126845.hdr.sgml : 20050616 20050617101408 ACCESSION NUMBER: 0001193125-05-126845 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 GROUP MEMBERS: JAMES F. ADELSON GROUP MEMBERS: NADEL AND GUSSMAN ENERGY, LLC GROUP MEMBERS: STEPHEN J. HEYMAN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASAMARA LLC CENTRAL INDEX KEY: 0001286735 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O FREDERIC DORWART, LAWYERS STREET 2: 124 EAST FOURTH STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 918-585-9922 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ONVIA INC CENTRAL INDEX KEY: 0001100917 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 911859172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58749 FILM NUMBER: 05901642 BUSINESS ADDRESS: STREET 1: 1260 MERCER ST CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2062825170 MAIL ADDRESS: STREET 1: 1260 MERCER ST STREET 2: THIRD FLOOR CITY: SEATTLE STATE: WA ZIP: 98109 FORMER COMPANY: FORMER CONFORMED NAME: ONVIA COM INC DATE OF NAME CHANGE: 19991213 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ONVIA, INC.

(Name of Issuer)

COMMON STOCK, $.0001 par value

(Title of Class of Securities)

68338T-403

(CUSIP Number)

Tamara R. Wagman

124 E. 4^th Street

Tulsa, Oklahoma 74103

(918) 583-9922

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 25, 2005

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ¨.

The remainder of this cover page shall be filled out for a 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 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).


CUSIP NO. 68338T-403		SCHEDULE 13D


1.	NAME OF REPORTING PERSON Asamara, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma


7.	SOLE VOTING POWER 1,236,481
8.	SHARED VOTING POWER -0-
9.	SOLE DISPOSITIVE POWER 1,236,481
10.	SHARED DISPOSITIVE POWER -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,598,239
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14.	TYPE OF REPORTING PERSON OO ( Limited Liability Company)


CUSIP NO. 68338T-403		SCHEDULE 13D


1.	NAME OF REPORTING PERSON James F. Adelson
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


7.	SOLE VOTING POWER -0-
8.	SHARED VOTING POWER 1,598,239
9.	SOLE DISPOSITIVE POWER -0-
10.	SHARED DISPOSITIVE POWER 1,598,239
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,598,239
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14.	TYPE OF REPORTING PERSON IN


CUSIP NO. 68338T-403		SCHEDULE 13D


1.	NAME OF REPORTING PERSON Stephen J. Heyman
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS* See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


7.	SOLE VOTING POWER -0-
8.	SHARED VOTING POWER 1,598,239
9.	SOLE DISPOSITIVE POWER -0-
10.	SHARED DISPOSITIVE POWER 1,598,239
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,598,239
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14.	TYPE OF REPORTING PERSON IN


CUSIP NO. 68338T-403		SCHEDULE 13D


1.	NAME OF REPORTING PERSON Nadel and Gussman Energy, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS See Item 3
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Oklahoma


7.	SOLE VOTING POWER 361,758
8.	SHARED VOTING POWER -0-
9.	SOLE DISPOSITIVE POWER 361,758
10.	SHARED DISPOSITIVE POWER -0-
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,598,239
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	¨
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.4%
14.	TYPE OF REPORTING PERSON OO (Limited Liability Company)


CUSIP NO. 68338T-403		SCHEDULE 13D

Item 1. Security and Issuer

This Schedule 13D relates to shares of Common Stock, $.0001 par value (the “Common Stock”) of Onvia, Inc., a Delaware corporation (the “Issuer”). Previous 13G filings have been made on behalf of the beneficial owners. However, the most recent purchase caused the beneficial holders to hold more than 20% of the issuer, requiring this filing on Form 13D. The principal executive office and mailing address of the Issuer is 1260 Mercer Street, Seattle, Washington 98109.

Item 2. Identity and Background

This Schedule 13D is being filed by Asamara, L.L.C. an Oklahoma limited liability company, Nadel and Gussman Energy, LLC, an Oklahoma limited liability company, James F. Adelson, and Stephen J. Heyman.

Asamara, LLC is an Oklahoma limited liability company whose principal business is business investment. James F. Adelson and Stephen J. Heyman are managers of Asamara, LLC.

Nadel and Gussman Energy, LLC is an Oklahoma limited liability company whose principal business is the oil and gas business. James F. Adelson and Stephen J. Heyman are the managers or Nadel and Gussman Energy, LLC.

The principal business office address of Asamara, LLC and Nadel and Gussman Energy, LLC is 15 E. 5th Street, 3rd Floor, Tulsa, Oklahoma 74103. The names and addresses are as follows:


Name and Office Held	Business Address	Citizenship	Principal Occupation or Employment
James F. Adelson, Manager	15 E. 5^th Street, 3rd Floor, Tulsa, OK 74013	USA	Oil and Gas exploration and production limited liability company.

Stephen J. Heyman, Manager	15 E. 5^th Street, Tulsa, OK 74013	USA	Oil and Gas exploration and production limited liability company.

None of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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.

Item 3. Source and Amount of Funds or Other Consideration

The source of funds for the purchases of securities was the working capital of Asamara, LLC.

Item 4. Purpose of Transaction

The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.

Also, consistent with the investment purpose, the Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its operations. The Reporting Persons may discuss ideas that, if effected may result in any of the following: the acquisition by persons of additional Common Stock of the Issuer, an extraordinary corporate transaction involving the Issuer, and/or changes in the board of directors or management of the Issuer.

Except to the extent the foregoing may be deemed a plan or proposal, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a),(b) According to the Issuer’s 10-Q filed respecting the period ended March 31, 2005, there were 7,830,604 shares of Common Stock issued and outstanding as of March 31, 2005. Based on such information, after taking into account the transactions described in Item 5(c) below, the Reporting Persons report beneficial ownership of 1,598,239. Voting and investment power concerning the above shares are held solely by Asamara, LLC except as to 361,758 shares which are controlled by Nadel and Gussman Energy, L.L.C. James F. Adelson and Stephen J. Heyman are joint managers of both Asamara, LLC and Nadel and Gussman Energy, LLC.

Although James F. Adelson, Nadel and Gussman Energy, L.L.C. Stephen J. Heyman and Asamara, L.L.C. are joining in this Schedule as Reporting Persons, the filing of this Schedule shall not be construed as an admission that any of them are, for any purpose, the beneficial owner of any of the securities that are beneficially owned by the other

c) During the last 60 days, the Reporting Persons purchased the following shares of Common Stock in a private transaction:


Trade Date	Shares	Price
May 25, 2005	222,000	$	4.00

(d) and (e) Not applicable.

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

None of the Reporting Persons is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Exhibit A Joint Filing Undertaking.

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: June 12, 2005

ASAMARA, LLC

/s/ James F. Adelson
By:		James F. Adelson, Manager

NADEL AND GUSSMAN ENERGY, LLC

/s/ James F. Adelson
By:		James F. Adelson, Manager

/s/ James F. Adelson
James F. Adelson

/s/ Stephen J. Heyman
Stephen J. Heyman

EX-99.A 2 dex99a.htm JOINT FILING UNDERTAKING Joint Filing Undertaking

Exhibit A

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party.


Signature Block

ASAMARA, LLC

/s/ James F. Adelson
By:		James F. Adelson, Manager

NADEL AND GUSSMAN ENERGY, LLC

/s/ James F. Adelson
By:		James F. Adelson, Manager

/s/ James F. Adelson
James F. Adelson

/s/ Stephen J. Heyman
Stephen J. Heyman

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