Filtering, Inc., SC-13D/A, 04/27/2006

0001256349-06-000005.txt : 20060522 0001256349-06-000005.hdr.sgml : 20060522 20060519175219 ACCESSION NUMBER: 0001256349-06-000005 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060522 DATE AS OF CHANGE: 20060519 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78877 FILM NUMBER: 06856387 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: WIGGINS EDWARD CENTRAL INDEX KEY: 0001256849 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 18 TECHNOLOGY STREET 2: STE 208 CITY: IRVINE STATE: CA ZIP: 92618 SC 13D/A 1 filtering_sc13da042706.htm FILTERING, INC., SC-13D/A, 04/27/2006 Filtering, Inc., SC-13D/A, 04/27/2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Filtering Associates, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

31731R-10-1

(CUSIP Number)

Kevin Frost, 101 W. Avenida Gaviota, Suite A, San Clemente, California 92672.

949.244.4608.

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 27, 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 that 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. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
		Edward Wiggins

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)
	(b)

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

	6.	Citizenship or Place of Organization U.S.


Number of	7. U	Sole Voting Power 435,000
Shares
Beneficially	8.	Shared Voting Power 0
Owned by
Each	9. U	Sole Dispositive Power 435,000
Reporting
Person	10.	Shared Dispositive Power 0
With

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 435,000

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

	13.	Percent of Class Represented by Amount in Row (11) 15.1%

	14.	Type of Reporting Person (See Instructions)
		IN

Item 1. Security and Issuer

This statement relates to shares of the common stock, $.001 par value of Filtering Associates, Inc., a Nevada corporation (the “Issuer”). 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:	Edward Wiggins
(b)	Business Address:	101 W. Avenida Gaviota, Suite A, San Clemente, California 92672
(c)	Present Principal Occupation:	Treasurer of the Issuer.
(d)	Disclosure of Criminal Proceedings:	Mr. Wiggins has not been convicted in any criminal proceeding at any time.
(e)	Disclosure of Civil Proceedings:	Mr. Wiggins has not been subject to any judgment, decree or final order enjoining violations of or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws.
(f)	Citizenship:	Mr. Wiggins is a citizen of the U.S.

Item 3. Source and Amount of Funds or Other Consideration

Not Applicable.

Item 4. Purpose of Transaction

Mr. Wiggins sold 65,000 shares to a private purchaser in exchange for $19,500 or $0.30 per share in a privately negotiated transaction.

Item 5. Interest in Securities of the Issuer

Mr. Wiggins beneficially owns a total of 435,000 shares of the Issuer’s common stock as follows:

(a) Mr. Wiggins directly and personally owns 435,000 shares of the Issuer’s common stock which comprises 15.1% of the Issuer’s total issued and outstanding shares.

(b) Mr. Wiggins has sole voting and dispositive power as to the 435,000 shares he owns directly.

(c) Mr. Wiggins sold 65,000 shares to a private purchaser in exchange for $19,500 or $0.30 per share in a privately negotiated transaction conducted with the expectation of the Issuer’s conclusion of a merger with Matinee Media Corporation, a Texas corporation, as described in the Issuer’s Quarterly Report on Form 10-QSB for the period ended December 31, 2005 filed with the Securities and Exchange Commission on or about April 17, 2006. The sale of Mr. Wiggins shares is not a condition precedent to the terms of that merger.

(d) Not Applicable.

(e) Not Applicable.

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

None.

Item 7. Material to Be Filed as Exhibits

Reference is hereby made to the Merger Agreement filed as Exhibit 10 to the Issuer’s Quarterly Report on Form 10-QSB for the period ended December 31, 2005 filed with the Securities and Exchange Commission on or about April 17, 2006. Attached hereto as an exhibit is the Share Purchase Agreement between the reporting person and the purchaser of the shares.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.




Date: May 18, 2006	By:	/s/ Edward Wiggins
		Edward Wiggins

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001)

EX-99.1 2 ex_9901.htm EXHIBIT 99.1, SALES PURCHASE AGREEMENT Exhibit 99.1, Sales Purchase Agreement

Exhibit 99.1

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 filed 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 (c) 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 Page, 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 sale of the Common Stock, which payment shall be subject to the transfer of the Common Stock into the Buyer's 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:

		Peter Geddes


Date:	By:	/s/ Peter Geddes
		Peter Geddes

		SELLER:

		Ed Wiggins


Date:	By:	/s/ Ed Wiggins
		Ed Wiggins

Number of Shares Sold: 65,000

Cash Consideration: $19,500.00