-----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, Uw8FRFmO2QCkfF+UxGafZcfA49G2yZWpAZBM21SbGSVXP3ID8OV5q93L3Rj/On+g h7SlwOTdDgYRbo7UEDK7ng== 0000909143-06-000071.txt : 20060601 0000909143-06-000071.hdr.sgml : 20060601 20060601145318 ACCESSION NUMBER: 0000909143-06-000071 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060601 DATE AS OF CHANGE: 20060601 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FILTERING ASSOCIATES INC CENTRAL INDEX KEY: 0001163882 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-COMPUTER & COMPUTER SOFTWARE STORES [5734] IRS NUMBER: 330976892 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78877 FILM NUMBER: 06879770 BUSINESS ADDRESS: STREET 1: 18 TECHNOLOGY STREET 2: SUITE 208 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9495109647 MAIL ADDRESS: STREET 1: 18 TECHNOLOGY STREET 2: SUITE 208 CITY: IRVINE STATE: CA ZIP: 92614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE OPPORTUNITY FUND LTD CENTRAL INDEX KEY: 0001364469 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P.O. BOX 92 STREET 2: MILL MALL CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 BUSINESS PHONE: 44 207 355 2051 MAIL ADDRESS: STREET 1: P.O. BOX 92 STREET 2: MILL MALL CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 00000 SC 13D 1 schedule13d-alpine.txt STATEMENT ON SCHEDULE 13D FILED BY ALPINE OPPORTUNITY FUND LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Filtering Associates, Inc. ------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value ------------------------------------------- (Title of Class of Securities) 31731R-10-1 ------------------------------------------- (CUSIP Number) James A. Loughran 38 Hertford Street London, England UK W1J 7SG ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 5, 2006 ------------------------------------------ (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 [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 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 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. 31731R-10-1 13D Page 2 of 7 (1) Name of Reporting Person. Alpine Opportunity Fund Limited I.R.S. Identification Nos. of Above Persons (entities only) N/A (2) Check the Appropriate Box if a (a) [ ] Member of a Group (see instructions) (b) [ ] (3) SEC Use Only (4) Source of Funds (see instructions) WC (5) Check if Disclosure of Legal [ ] Proceedings is Required Pursuant to Items 2(d) or 2(e) (6) Citizenship or Place of Organization British Virgin Islands Number of Shares (7) Sole Voting Power 425,000 Beneficially (8) Shared Voting Power 0 Owned by Each Reporting Person (9) Sole Dispositive Power 425,000 with: (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned 425,000 by Each Reporting Person (12) Check if the Aggregate Amount in [ ] Row (11) Excludes Certain Shares (see instructions) (13) Percent of Class Represented by 14.79% Amount in Row (11) (14) Type of Reporting Person (see instructions) CO CUSIP NO. 31731R-10-1 13D Page 3 of 7 Schedule 13D ------------ Item 1 Security and Issuer ------------------- This Statement on Schedule 13D ("Statement") relates to the common stock, par value $0.001 per share (the "Common Stock"), of Filtering Associates, Inc., a Nevada corporation (the "Issuer"), and is being filed by Alpine Opportunity Fund Limited, a British Virgin Islands corporation (the "Reporting Person"). The principal executive offices of the Issuer are located at 101 W. Avenida Gaviota, Suite A, San Clemente, California 92672. Item 2 Identity and Background ----------------------- (a) NAME. The name of the Reporting Person is Alpine Opportunity Fund Limited. Pursuant to Instruction C to Schedule 13D, information is included herein with respect to the following persons (collectively, the "Controlling Persons") who serve as the Directors of the Reporting Person: Thomas Tweedale ("Tweedale") and Margareta Hedstrom ("Hedstrom"). The Reporting Person and the Controlling Persons are sometimes hereinafter collectively referred to as the "Item 2 Persons." (b) BUSINESS ADDRESS. (i) Reporting Person. The address of the principal business office of the Reporting Person is 38 Hertford Street, London, England W1J7SG. (ii) Controlling Persons. The principal business address of Tweedale and Hedstrom is 38 Hertford Street, London, England W1J7SG. (c) OCCUPATION AND EMPLOYMENT. (i) The principal business of the Reporting Person is the purchase, sale, exchange, acquisition and holding of investment securities. (ii) Each of Tweedale and Hedstrom is a business person and each serves as a Director of the Reporting Person. (d) CRIMINAL PROCEEDINGS. During the last five years, no Item 2 Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) CIVIL PROCEEDINGS. During the last five years, No Item 2 Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such Item 2 Person 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. CUSIP NO. 31731R-10-1 13D Page 4 of 7 (f) CITIZENSHIP. (i) The Reporting Person is formed under the laws of the British Virgin Islands. (ii) Tweedale is a citizen of the United States. (iii) Hedstrom is a citizen of Ireland. Item 3 Source and Amount of Funds or Other Consideration ------------------------------------------------- The shares of Common Stock reported by the Reporting Person herein were acquired by the Reporting Person in a series of privately negotiated transactions with certain shareholders of the Issuer for an aggregate purchase price of $166,750(US). Such purchase price was funded from the working capital of the Reporting Person. Item 4 Purpose of Transaction ---------------------- The Reporting Person acquired the shares of Common Stock as an investment and with a view toward making a profit therefrom. Based on a number of factors, including the Reporting Person's, and its representatives, evaluation of the Issuer's business prospects and financial condition, the market for the Issuer's shares, general economic and stock market conditions and other investment opportunities, the Reporting Person may purchase additional securities of the Issuer through open market or privately negotiated transactions, or may dispose of all or a portion of the securities of the Issuer now or hereafter owned by it. Other than as set forth above, the Reporting Person does not have any plans or proposals that would result in any of the following: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or terms of Directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; CUSIP NO. 31731R-10-1 13D Page 5 of 7 (h) 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 interdealer quotation system of a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Person reserves the right to determine in the future to change the purpose or purposes described above. Item 5 Interest in Securities of the Issuer ------------------------------------ (a) Aggregate Number and Percentage of Common Stock. The Reporting Person beneficially owns 425,000 shares of the Issuer's Common Stock representing approximately 14.79% of the Issuer's outstanding Common Stock (based on 2,873,000 shares of Common Stock outstanding on May 15, 2006, as reported in the Issuer's Quarterly Report on Form 10-QSB for the quarter ended March 31, 2006). (b) Power to Vote and Dispose. The Reporting Person has the sole voting and dispositive power over the shares of Common Stock identified in response to Item 5(a) above; provided, however, by virtue of their control over the Reporting Person as Directors, Tweedale and Hedstrom may be deemed to jointly share voting and dispositive power over the shares of Common Stock held by the Reporting Person. Neither Tweedale nor Hedstrom have sole voting or dispositive power over the shares of Common Stock. (c) Transactions within the Past 60 Days. Except as noted herein, the Reporting Person has not effected any other transactions in the Issuer's securities, including its shares of Common Stock, within sixty (60) days preceding the date hereof. (d) Certain Rights of Other Persons. Not applicable. (e) Date Ceased to be a 5% Owner. Not applicable. Item 6 Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer ---------------------------------------------------- The Reporting Person entered into a series of Share Purchase Agreements with certain shareholders of the Issuer in connection with the acquisition of the shares of Common Stock reported herein. A copy of the form of the Share Purchase Agreement, along with the counterpart signature pages reflecting the selling shareholder, shares acquired and consideration paid therefor, is attached hereto as Exhibit 99.1. CUSIP NO. 31731R-10-1 13D Page 6 of 7 Item 7 Material to be filed as Exhibits -------------------------------- Exhibit 1 Form of Share Purchase Agreement used in connection with acquisition of shares of Common Stock, with counterpart signature pages with each selling shareholder. CUSIP NO. 31731R-10-1 13D Page 7 of 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I hereby certify that the information set forth in this statement is true, complete and correct. Date: May 22, 2006 ALPINE OPPORTUNITY FUND LIMITED By: MARGARETA HEDSTROM --------------------------- Name: Margareta Hedstrom ------------------------- Title: Director ------------------------ EXHIBIT 1 SHARE PURCHASE AGREEMENT To: The Person listed on the Counterpart Signature Page hereof (the "Seller") Re: Purchase of shares that are the "Common Stock of Filtering Associates, Inc., a Nevada corporation ("Filter"), pursuant to this Share Purchase Agreement (the "Agreement") To Seller: The undersigned (the "Buyer") offers to purchase Common Stock of Filter from you (the "Seller") as follows: RECITALS WHEREAS, the Buyer (as defined herein) wishes to purchase Common Stock of Filter from certain current stockholders of Filter; and WHEREAS, Filter is entering into a Change in Control Transaction by virtue of a reorganization, merger or acquisition with Matinee Media (the "Target") which may or may not be beneficial to Filter and its stockholders (the "Reorganization Transaction"): and NOW, THEREFORE, the parties hereto do hereby agree as follows: A. The Seller is the owner of the shares of Common Stock of Filter indicated on the Counterpart Signature Page that the Seller wishes to sell to the Buyer at an aggregate purchase price as indicated on the Counterpart Signature Page, and that the Buyer wishes to purchase from the Seller at an .aggregate purchase price as indicated on the Counterpart Signature Page. B. Filter is a publicly-held company, having previously and lawfully offered and sold a portion of its securities in accordance with applicable federal and state securities laws, rules and regulations. Filter files reports with the Securities and Exchange Commission under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Seller and the Buyer have access to all reports of Filter via the EDGAR system of the Securities and Exchange Commission that have been tiled by or with respect to Filter during the past 12 months and longer. C. The Seller and the Buyer are also aware of the eminent reorganization, merger or acquisition by Filter of Target, as referenced in these Recitals; D. The Buyer represents and warrants the following as an additional inducement for the offer outlined in this Agreement to purchase the Common Stock of the Seller covered by this Agreement, to-wit: (i) The Buyer is not relying on any representation or warranty of the Seller whatsoever, except those representations and warranties contained in this Agreement; (ii) The Buyer has conducted the Buyer's own investigation of the risks and merits of an investment in Filter, and to the extent desired, including, but not limited to a review of Filter's books and records, financial and otherwise, its annual, quarterly and current reports and any registration statements contained in the Edgar Archives of the Securities and Exchange Commission, and has had the opportunity, to the extent that the Buyer deemed reasonable or necessary, to discuss this documentation with the directors and executive officers of Filter; to ask questions of these directors and executive officers; and that to the extent requested, all such questions have been answered satisfactorily; (iii) The Buyer is an "accredited investor" as that term is known or defined under applicable United States securities laws, rules and regulations, and/or is fully capable of evaluating the risks and merits associated with the execution of this Agreement and the purchase of this Common Stock hereunder, without qualification; (iv) The Buyer has full power and authority to execute and deliver this Agreement, without qualification. (v) The Buyer is purchasing the Common Stock for Buyer's account only, and not for the account of or in concert with any other person or entity, and except as otherwise set forth immediately below, there are no affiliations, arrangements, understandings or agreements, written or oral, respecting the subsequent resale of any of the Common Stock with any person or any entity; (vi) The Buyer will fully comply with all provisions of United States and state securities laws, rules and regulations in the resale of any of the Common Stock acquired hereunder, and will timely make all required filings regarding beneficial ownership of the Common Stock with the Securities and Exchange Commission, as may be applicable; (vii) Buyer is not an "affiliate" or an "associate" as those terms are defined under applicable United States securities laws, rules and regulations of Filter or Target; (viii) Buyer (and its principals, if an entity) has not: (a) been party to any adverse proceeding brought by the Securities and Exchange Commission or any similar state agency; (b) any material criminal proceeding regarding the purchase or sale of securities or other crimes, excluding only misdemeanor crimes; or (e) filed bankruptcy proceedings within the past five years; (ix) The Buyer agrees and understands that the amount being paid by the Buyer may be more or less than other shareholders may be selling their stock in similar transactions. Accordingly, the parties hereto (subject to the Seller's acceptance hereof) agree as follows: A. The Buyer hereby offers to purchase from the Seller the shares of Common Stock of as indicated on the Counterpart Signature Page, free and clear of any liens, encumbrances and/or other restrictions whatsoever and the Seller agrees to sell to the Buyer the shares of Common Stock of Filter owned by the Seller as indicated on the Counterpart Signature Page, free and clear of any such liens, encumbrances and/or restrictions whatsoever. B. The purchase price of the Common Stock shall be as indicated on the Counterpart Signature Pane, payable on delivery of the Common Stock by the Seller to the Buyer for purchase and sale under this Agreement. 1. Certificates representing the Common Stock shall be delivered to the Buyer in exchange for payment by the Buyer to the Seller of the amounts required herein from funds to be deposited by the Buyer for the purchase and safe of the Common Stock, which payment shall be subject to the transfer of the Common Stock into the Buyers name and delivery of the stock certificate or certificates representing the Common Stock to the Buyer by Federal Express, priority delivery, which stock certificate shall bear no restriction or notation. 2. By acceptance of this offer, the Seller hereby covenants and warrants: (i) That the Seller has the right to sell, transfer, convey and assign the Common Stock, without qualification; and (ii) That the Seller has done no act to encumber the Common Stock. COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April 2006. among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: Alpine Opportunity Fund Dated:______________ By: /s/ T.L. Tweedale ---------------------- (signature) SELLER: John Derby Dated:___________________ ------------------------- (signature) Number of Shares Sold: 52,000 Cash Consideration: $8,810 COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April 2006. among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: Alpine Opportunity Fund Dated:____________________ By: /s/ T.L. Tweedale ---------------------- (signature) SELLER: Shawn Lunt Dated:___________________ ------------------------- (signature) Number of Shares Sold: 153,500 Cash Consideration: $44,190 COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April 2006. among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: Alpine Opportunity Fund Dated:____________________ By: /s/ T.L. Tweedale ---------------------- (signature) SELLER: Michael Muellerleile Dated:___________________ ------------------------- (signature) Number of Shares Sold: 44,500 Cash Consideration: $23,250 COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April 2006. among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: Alpine Opportunity Fund Dated:____________________ By: /s/ T.L. Tweedale ---------------------- (signature) SELLER: Ed Wiggins Dated:___________________ ------------------------- (signature) Number of Shares Sold: 65,000 Cash Consideration: $19,500 COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April 2006. among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: Alpine Opportunity Fund Dated:____________________ By: /s/ T.L. Tweedale ---------------------- (signature) SELLER: Michele Neely Dated:___________________ ------------------------- (signature) Number of Shares Sold: 37,500 Cash Consideration: $70,000 COUNTERPART SIGNATURE PAGE This Counterpart Signature Page for that certain Share Purchase Agreement (the "Agreement") dated as April 2006. among the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intend to be legally bound by the terms of the Agreement. BUYER: Alpine Opportunity Fund Dated:____________________ By: /s/ T.L. Tweedale ---------------------- (signature) SELLER: Mike Wilson Dated:___________________ ------------------------- (signature) Number of Shares Sold: 72,500 Cash Consideration: $1,000 -----END PRIVACY-ENHANCED MESSAGE-----