-----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, HFBdijZQCXD3fOzhjCh1O2+JWTeIWJDAaG19MCMMuM4p1+BltxS36jIsFEkVK63P JnuQb9rYNcAst9nI3b4zfw== 0001288845-04-000022.txt : 20040614 0001288845-04-000022.hdr.sgml : 20040611 20040614143947 ACCESSION NUMBER: 0001288845-04-000022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Aitchison Alan CENTRAL INDEX KEY: 0001293518 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 713-267-2240 MAIL ADDRESS: STREET 1: WEST CHASE CENTER STREET 2: 2500 CITY WEST BLVD SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77042 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FALCON NATURAL GAS CORP CENTRAL INDEX KEY: 0001167764 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980403897 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79763 FILM NUMBER: 04861089 BUSINESS ADDRESS: STREET 1: WESTCHASE CENTER STREET 2: 2500 CITYWEST BLVD SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77019 BUSINESS PHONE: 6048991533 MAIL ADDRESS: STREET 1: 2500 CITYWEST BLVD. SUITE 300 STREET 2: WESTCHASE CENTER CITY: HOUSTON STATE: TX ZIP: 77042 SC 13D 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 FALCON NATURAL GAS CORP. (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (TITLE OF CLASS OF SECURITIES) 306067 10 9 (CUSIP NUMBER) DAVID M. LOEV, ATTORNEY AT LAW 2777 ALLEN PARKWAY SUITE 1000 HOUSTON, TEXAS 77019 (713) 524-4110 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) June 1, 2004 (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 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. |1| NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Alan Aitchison - -------------------------------------------------------------------------------- |2| CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- |3| SEC USE ONLY - -------------------------------------------------------------------------------- |4| SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- |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 Kingdom - -------------------------------------------------------------------------------- |7| SOLE VOTING POWER NUMBER OF 10,000,000 SHARES BENEFICIALLY |8| SHARED VOTING POWER OWNED BY EACH N/A REPORTING PERSON WITH |9| SOLE DISPOSITIVE POWER 10,000,000 - -------------------------------------------------------------------------------- |10| SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- |11| AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000,000 - -------------------------------------------------------------------------------- |12| CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * N/A - -------------------------------------------------------------------------------- |13| PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.2% - -------------------------------------------------------------------------------- |14| TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer This Statement on Schedule 13D relates to the Common Stock of Falcon Natural Gas Corp. The principal executive offices of Falcon Natural Gas Corp. are located at Westchase Center, 2500 Citywest Blvd., Suite 300, Houston, Texas 77042. ITEM 2. Identity and Background (a)-(c) This Statement on Schedule 13D is being filed by Alan Aitchison. Mr. Aitchison's business address is Westchase Center, 2500 Citywest Blvd., Suite 300, Houston, Texas 77042. Mr. Aitchison is the President, Chief Executive Officer, Secretary and Treasurer of Falcon Natural Gas Corp. and its wholly-owned subsidiary, Falcon Natural Gas Corporation. (d)-(e) During the last five years, Mr. Aitchison: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not 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) Mr. Aitchison is a citizen of the United Kingdom. ITEM 3. Source of Amount of Funds or Other Compensation On June 1, 2004, Mr. Aitchison acquired 10,000,000 shares of Common Stock of Falcon Natural Gas Corp. from Massimiliano Pozzoni as an incentive for taking Mr. Pozzoni's place and becoming the President, Chief Executive Officer, Secretary and Treasurer of Falcon Natural Gas Corp. As a result of this transaction, Mr. Aitchison owns 10,000,000 shares (or 15.2%) of Common Stock of Falcon Natural Gas Corp. ITEM 4. Purpose of Transaction Mr. Aitchison acquired the securities of Falcon Natural Gas Corp. for investment purposes. Depending on general market and economic conditions affecting Falcon Natural Gas Corp. and other relevant factors, Mr. Aitchison may purchase additional securities of Falcon Natural Gas Corp. or dispose of some or all of securities from time to time in open market transactions, private transactions or otherwise. Mr. Aitchison does not have any plans or proposals which relate to or result in: (a) the acquisition by any person of additional securities of Falcon Natural Gas Corp., or the disposition of securities of Falcon Natural Gas Corp.; (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving Falcon Natural Gas Corp. or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Falcon Natural Gas Corp. or any of its subsidiaries; (d) any change in the present board of directors or management of Falcon Natural Gas Corp., including any plans or proposals to change the number of term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of Falcon Natural Gas Corp.; (f) any other material changes in Falcon Natural Gas Corp.'s business or corporate structure; (g) changes in Falcon Natural Gas Corp.'s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Falcon Natural Gas Corp. by any person; (h) causing a class of securities of Falcon Natural Gas Corp. to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Falcon Natural Gas Corp. becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. Interest in Securities of the Issuer (a) Alan Aitchison beneficially owns 10,000,000 shares of Common Stock, $0.00001 par value, of Falcon Natural Gas Corp. The shares of Common Stock beneficially owned by Mr. Aitchison constitute approximately 15.2% of the total number of shares of Common Stock of Falcon Natural Gas Corp., based upon 65,900,000 shares of Common Stock outstanding as of May 14, 2004. (b) Mr. Aitchison has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, the shares beneficially owned by Mr. Aitchison. (c) Mr. Aitchison acquired the Common Stock as a result of the transaction discussed in ITEM 3, above. (d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by Mr. Aitchison. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer None. ITEM 7. Material to be Filed as Exhibits None. 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. Dated: June 14, 2004 By: /s/ Alan Aitchison ---------------------- Alan Aitchison -----END PRIVACY-ENHANCED MESSAGE-----