0001104659-06-080531.txt : 20061211 0001104659-06-080531.hdr.sgml : 20061211 20061208184311 ACCESSION NUMBER: 0001104659-06-080531 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061211 DATE AS OF CHANGE: 20061208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EARTH BIOFUELS INC CENTRAL INDEX KEY: 0001268471 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 710915825 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80984 FILM NUMBER: 061266824 BUSINESS ADDRESS: STREET 1: 3001 KNOX STREET STREET 2: SUITE 403 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214 389 9800 MAIL ADDRESS: STREET 1: 3001 KNOX STREET STREET 2: SUITE 403 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: MEADOWS SPRINGS INC DATE OF NAME CHANGE: 20031029 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: APOLLO RESOURCES INTERNATIONAL INC CENTRAL INDEX KEY: 0001048237 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 841431425 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3001 KNOX STREET, SUITE 407 CITY: DALLAS STATE: TX ZIP: 75205 BUSINESS PHONE: 214-389-2151 MAIL ADDRESS: STREET 1: 3001 KNOX STREET, SUITE 407 CITY: DALLAS STATE: TX ZIP: 75205 FORMER COMPANY: FORMER CONFORMED NAME: POWERBALL INTERNATIONAL INC DATE OF NAME CHANGE: 20000814 FORMER COMPANY: FORMER CONFORMED NAME: NATEX CORP DATE OF NAME CHANGE: 19991029 FORMER COMPANY: FORMER CONFORMED NAME: NATEX CORP/UT DATE OF NAME CHANGE: 19990409 SC 13D/A 1 a06-25385_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Earth Biofuels, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

27031F 10 2

(CUSIP Number)

Apollo Resources International, Inc.

3001 Knox Street, Suite 403

Dallas, Texas 75205

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

November 22, 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. o

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. 27031F 10 2

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Apollo Resources International, Inc. FEIN: 84-1431425

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

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC, OO

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

	6.	Citizenship or Place of Organization Utah

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 139,148,793*

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 139,148,793*

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 139,148,793*

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

	13.	Percent of Class Represented by Amount in Row (11) 58.49%*

	14.	Type of Reporting Person (See Instructions) CO

*Reflect the changes in share ownership.

Item 1.	Security and Issuer
This statement on Schedule 13D/A (the “Statement”) is being filed as Amendment No. 1 to the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on September 13, 2005 (the “Original Statement”). Capitalized terms used but not defined herein have the meaning set forth in the Original Statement. This Statement relates to the common stock, $0.001 par value per share (“Common Stock”) of Earth Biofuels, Inc. (the “Issuer”). The principal executive offices of the Issuer are presently located at 3001 Knox Street, Suite 403, Dallas, Texas 75205. As a result of the transactions described herein, Apollo Resources International, Inc. has acquired additional shares of the Issuer.

Item 2.	Identity and Background
Item 2 is hereby amended and restated in its entirety as follows:
(a) This statement is filed by Apollo Resources International, Inc., a Utah corporation. (b) The address of its principal office is 3001 Knox Street, Suite 403, Dallas, Texas 75205. (c) The principal business of Apollo Resources International, Inc. is oil and natural gas production, the processing and distribution of biodiesel fuel and natural gas transmission. (d) During the last five years, Apollo Resources International, Inc. has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Apollo Resources International, Inc. has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable. (a) Dennis G. McLaughlin, III is President, CEO and Chairman of Apollo Resources International, Inc. (b) The address of his principal office is 3001 Knox Street, Suite 403, Dallas, Texas 75205. (c) Mr. McLaughlin is also currently CEO and Chairman of the Issuer; and Chairman of Blue Wireless & Data, Inc. (d) During the last five years, Mr. McLaughlin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. McLaughlin has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final 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. McLaughlin is a citizen of the United States of America.

(a) J. Mark Ariail is CFO and director of Apollo Resources International, Inc.

(b) The address of his principal office is 3001 Knox Street, Suite 403, Dallas, Texas 75205.

(d) During the last five years, Mr. Ariail has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Ariail has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final 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. Ariail is a citizen of the United States of America.

(a) Kit Chambers is a director of Apollo Resources International, Inc.

(b) The address of his principal office is 3001 Knox Street, Suite 403, Dallas, Texas 75205.

(d) During the last five years, Mr. Chambers has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Chambers has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final 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. Chambers is a citizen of the United States of America.

(a) Billy A. Mickle is director of Apollo Resources International, Inc.

(b) The address of his principal office is PO Box 1365, Durant, Oklahoma 74702.

(d) During the last five years, Mr. Mickle has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, Mr. Mickle has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final 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. Mickle is a citizen of the United States of America.

(a) Glenn E. Floyd is director of Apollo Resources International, Inc.

(b) The address of his principal office is PO Box 396, Norman, Oklahoma 73070.

(d) During the last five years, Mr. Floyd has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) (e) During the last five years, Mr. Floyd has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining final 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. Floyd is a citizen of the United States of America.

Item 3.	Source and Amount of Funds or Other Consideration
Item 3 is hereby supplementally amended as follows: As of November 22, 2006, the date of the event requiring the filing of this statement, 9,422,111 shares of Common Stock of the Issuer held by Apollo Resources International, Inc. were acquired from the Issuer in consideration of the acquisition of Apollo LNG, Inc. Subsequently Apollo Resources International, Inc. purchased 25,000 shares of Issuer in open market transactions.

Item 4.	Purpose of Transaction
Item 4 is hereby amended and restated in its entirety as follows: All shares of Common Stock of the Issuer owned by Apollo Resources International, Inc. have been acquired by Apollo Resources International, Inc. for investment purposes only. All shares of Common Stock of the Issuer owned by Mr. McLaughlin have been acquired by Mr. McLaughlin for investment purposes only. All shares of Common Stock of the Issuer owned by Mr. Ariail have been acquired by Mr. Ariail for officer compensation. All shares of Common Stock of the Issuer owned by Mr. Chambers have been acquired by Mr. Chambers for officer compensation. Not applicable for Billy A. Mickle or Glenn E. Floyd. (a) Not applicable. (b) Effective November 22, 2006, the Issuer entered into two Share Exchange Agreements (the “Agreement”) with collectively, the shareholders of Apollo LNG, Inc. (the “Sellers”), a Texas company (the “LNG Business”). Under the Agreement, the Issuer has agreed to acquire from the Sellers all of the issued and outstanding shares of the LNG Business (the “LNG Shares”). The Issuer has agreed to issue 18,844,222 shares of its common stock as consideration for the LNG Shares. The Agreement contains representations and warranties

customary for transactions of this type. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) Not applicable. (g) Not applicable. (h) Not applicable. (i) Not applicable. (j) Not applicable.

Item 5.	Interest in Securities of the Issuer
Item 5 is hereby amended and restated in its entirety as follows: (a) As of November 22, 2006, Apollo Resources International, Inc. owned 139,148,793 shares of Common Stock of the Issuer, representing approximately 58.49% of the issued and outstanding shares of Common Stock of the Issuer. As of November 22, 2006, Mr. McLaughlin owned 2,556,113 shares of Common Stock of the Issuer, representing approximately 1.07% of the issued and outstanding shares of Common Stock of the Issuer. As of November 22, 2006, Mr. Chambers owned 500,000 shares of Common Stock of the Issuer, representing approximately 0.21% of the issued and outstanding shares of Common Stock of the Issuer. As of November 22, 2006, Mr. Ariail owned 100,000 shares of Common Stock of the Issuer, representing approximately 0.04% of the issued and outstanding shares of Common Stock of the Issuer. Not applicable for Billy A. Mickle or Glenn E. Floyd. (b) As of November 22, 2006, Apollo Resources International, Inc. had sole power to vote 139,148,793 of the shares of Common Stock of the Issuer. As of November 22, 2006, Apollo Resources International, Inc. had sole power to dispose of 139,148,793 of the shares of Common Stock of the Issuer. As of November 22, 2006, Mr. McLaughlin had sole power to vote 2,556,113 of the shares of Common Stock of the Issuer. As of November 22, 2006, Mr. McLaughlin had sole power to dispose of 2,502,613 of the shares of Common Stock of the Issuer. As of November 22, 2006, Mr. Chambers had sole power to vote 500,000 of the shares of Common Stock of the Issuer. As of November 22, 2006, Mr. Chambers had sole power to dispose of 500,000 of the shares of Common Stock of the Issuer.

As of November 22, 2006, Mr. Ariail had sole power to vote 100,000 of the shares of Common Stock of the Issuer. As of November 22, 2006, Mr. Ariail had sole power to dispose of 100,000 of the shares of Common Stock of the Issuer. Not applicable for Billy A. Mickle or Glenn E. Floyd. (c) During the sixty days prior to November 22, 2006, Apollo Resources International, Inc. acquired shares of Common Stock of the Issuer in open market transactions as reported on Form 3 and Form 4. During the sixty days prior to November 22, 2006, Dennis McLaughlin acquired shares of Common Stock of the Issuer in open market transactions as reported on Form 4. During the sixty days prior to November 22, 2006, J. Mark Ariail acquired no shares of Common Stock of the Issuer in open market transactions. During the sixty days prior to November 22, 2006, Kit Chambers acquired no shares of Common Stock of the Issuer in open market transactions. During the sixty days prior to November 22, 2006, Billy A. Mickle acquired no shares of Common Stock of the Issuer in open market transactions. During the sixty days prior to November 22, 2006, Glenn E. Floyd acquired no shares of Common Stock of the Issuer in open market transactions. (d) Not applicable. (e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 is hereby supplementally amended by reference to the disclosures in Item 4 of this Statement.

Item 7.	Material to Be Filed as Exhibits
Exhibit 99.1 Share Exchange Agreement

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.

	December 8, 2006
	Date
	/s/ Dennis McLaughlin
	Signature
	Dennis McLaughlin Chairman and Chief Executive Officer, Apollo Resources International, Inc.
	Name/Title

EX-99.1 2 a06-25385_1ex99d1.htm EX-99

Exhibit 99.1

SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (this “Agreement”) is entered into effective as of this 17th day of November, 2006, by and between Earth Biofuels, Inc., a Delaware corporation (“Earth Biofuels”) and Apollo Resources International, Inc., a Utah corporation (“Apollo”).

RECITALS

WHEREAS, Apollo owns 25,000,000 shares of the common stock of Apollo LNG, Inc., a Texas corporation (“ALNG”), constituting approximately 51% of the issued and outstanding shares of ALNG common stock as of the date of this Agreement; and

WHEREAS, Earth Biofuels and Apollo desire to effect an exchange of the ALNG common stock held by Apollo for shares of Earth Biofuels common stock, as provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereto agree as follows:

1. Exchange of ALNG Shares for Earth Biofuels Shares.

a. On the terms and subject to the conditions set forth in this Agreement, at the Closing (defined below), Earth Biofuels shall issue to Apollo nine-million-four-hundred-twenty-two-thousand-one-hundred-eleven (9,422,111) shares of Earth Biofuels common stock, par value $0.001 per share (the “EBI Shares”), in exchange for 25,000,000 shares of ALNG common stock, par value $0.01 per share (the “ALNG Shares”).

b. At the Closing, Apollo shall deliver to Earth Biofuels the certificate(s) representing the ALNG Shares held by Apollo, accompanied by an executed stock power in a form reasonably satisfactory to Earth Biofuels.

c. At the Closing, Earth Biofuels shall deliver to Apollo a certificate representing the EBI Shares, registered in the name of Apollo.

d. The exchange contemplated herein shall take place on the date of this Agreement (the “Closing”).

2. Representations and Warranties of Earth Biofuels. Earth Biofuels hereby represents and warrants as follows:

a. Earth Biofuels is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Earth Biofuels has the corporate power and authority to own, use, license, lease and operate its properties and to carry on its business as it is now being conducted and as currently proposed to be conducted and is duly qualified, licensed or admitted to do business and is in good standing in each jurisdiction in which the ownership, use, licensing, leasing or operation of its properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary.

b. Earth Biofuels has all requisite corporate power and authority to enter into, execute and deliver this Agreement, to consummate the transaction contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Earth Biofuels. This Agreement has been duly executed and delivered by Earth Biofuels. This Agreement constitutes a legal, valid and binding obligation of Earth Biofuels, enforceable against Earth Biofuels in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally, and general principles of equity.

c. The authorized equity securities of the Earth Biofuels consists of 415,000,000 shares, consisting of 400,000,000 shares common stock, par value of $0.001, and 15,000,000 shares of preferred stock, par value

of $0.001. No third party has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement, which right has not been complied with prior to the Closing. The issuance and sale of the EBI Shares pursuant to the terms of this Agreement will not (i) obligate Earth Biofuels to issue shares of its common stock or other securities to any third party or (ii) result in a right of any holder of Earth Biofuels common stock or any other Earth Biofuels securities to adjust the exercise, conversion, exchange or reset price under such securities.

d. Earth Biofuels has filed all reports required to be filed by it with the SEC under Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since October 7, 2005 (collectively, the “SEC Reports”). Each SEC Report (i) complied as to form in all material respects with the requirements of the Exchange Act as of its filing date, and (ii) did not at the time it was filed (or, if amended, supplemented or superseded, then as of the date of the last such amendment, supplement or superseding filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

e. Except as is provided in the SEC Reports, each of the financial statements (including, in each case, any notes thereto) contained in the SEC Reports complied as to form in all material respects with applicable accounting requirements, was prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each presented fairly the financial position of Earth Biofuels as of the respective dates thereof and the results of operations and cash flows of Earth Biofuels for the respective periods indicated therein, except as otherwise noted therein (subject, in the case of unaudited statements, to normal year-end adjustments).

f. When issued in accordance with this Agreement, the EBI Shares will be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights or similar contractual rights granted by Earth Biofuels. Upon receipt of the EBI Shares, Apollo will acquire good and valid title to the EBI Shares, free and clear of any and all liens, claims and encumbrances.

3. Representations and Warranties of Apollo. Apollo hereby represents and warrants as follows:

a. Apollo has the requisite capacity to enter into, execute and deliver this Agreement, to consummate the transaction contemplated hereby, and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Apollo. This Agreement has been duly executed and delivered by Apollo. This Agreement constitutes a legal, valid and binding obligation of Apollo, enforceable against Apollo in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy and insolvency laws, the rights of creditors generally, and general principles of equity.

b. Apollo owns the ALNG Shares free and clear of all liens, restrictions and claims of any kind. The ALNG Shares are not subject to any voting trust agreement or other contract, agreement, arrangement, commitment or understanding, including any such agreement, arrangement, commitment or understanding restricting or otherwise relating to the voting, dividend rights or disposition of such shares.

c. Apollo is acquiring the EBI Shares for its own account for investment purposes and not with a view to, or for sale in connection with, any distribution thereof and has no present agreement or commitment providing for the disposition thereof. Apollo understands that (i) none of the EBI Shares has been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and such state securities laws, (ii) the EBI Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration, (iii) the EBI Shares will bear a legend to such effect, and (iv) Earth Biofuels will make a notation on its transfer books to such effect.

d. Apollo acknowledges that it has received all the information requested from Earth Biofuels that Apollo considers necessary or appropriate for deciding whether to consummate the transactions contemplated by this Agreement. Apollo acknowledges that its representatives have had an opportunity to ask questions and receive answers concerning the EBI Shares and have had access to such other information concerning Earth Biofuels as Apollo has

requested. Apollo further represents that its representatives have knowledge and experience in financial and business matters and that its representatives are capable of evaluating the merits and risk of this transaction.

4. Miscellaneous.

a. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

b. No failure or delay on the part of any party in exercising any right, power or privilege hereunder or under any of the other agreements, instruments or documents delivered in connection with this Agreement shall operate as a waiver of such right, power or privilege; nor shall any single or partial exercise of any such right, power or privilege preclude any other or future exercise thereof or the exercise of any other right, power or privilege.

c. Each of the parties agrees and covenants that it will promptly execute and deliver to the other party such further instruments and documents and take such further action as the other party may reasonably require in order to carry out the full intent and purpose of this Agreement.

d. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice:

(i)		if to Earth Biofuels:
		Earth Biofuels, Inc.
		Attn: General Counsel
		3001 Knox Street, Suite 403
		Dallas, Texas 75205
(ii)		if to Apollo:
		Apollo Resources International, Inc.
		Attn: General Counsel
		3001 Knox Street, Suite 403
		Dallas, Texas 75205

Notice so given shall, in the case of notice so given by mail, be deemed to be given and received on the third calendar day after posting, in the case of notice so given by overnight delivery service, on the date of actual delivery.

e. Regardless of any investigation at any time made by or on behalf of any party hereto or of any information any party may have in respect thereof, all representations and warranties made hereunder shall survive forever, subject, however, to any applicable statute of limitations.

f. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas exclusive of conflicts of law principles.

g. This Agreement may be executed in any number of counterparts. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

	Earth Biofuels, Inc.,
	a Delaware corporation


	By:		/s/
			Name:
			Title:


			Apollo Resources International, Inc.,
			a Utah corporation


	By:		/s/
			Name:
			Title:

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Apollo Resources International, Inc.

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 1)*