-----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, EdOSs1p6Xb/xvb7j0hlCVhU8fVMGFsiAPgXOpVkYQol5sbpyoFkjzGpjh/2iY58W mkhHZ9I1G24+w1FVjnWPyg== 0001323698-05-000003.txt : 20050503 0001323698-05-000003.hdr.sgml : 20050503 20050503085503 ACCESSION NUMBER: 0001323698-05-000003 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050503 DATE AS OF CHANGE: 20050503 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRB Gas Transportation, Inc. CENTRAL INDEX KEY: 0001299966 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 200563497 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80712 FILM NUMBER: 05792881 BUSINESS ADDRESS: STREET 1: 1401 17TH STREET, SUITE 650 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (303) 308-1330 MAIL ADDRESS: STREET 1: 1401 17TH STREET, SUITE 650 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: PRB GasTransportation, Inc. DATE OF NAME CHANGE: 20041115 FORMER COMPANY: FORMER CONFORMED NAME: PRB Transportation, Inc. DATE OF NAME CHANGE: 20040806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: South Lake Financial CENTRAL INDEX KEY: 0001323698 IRS NUMBER: 200519550 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 S. LAKE AVENUE STREET 2: SUITE 802 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 626-449-5907 MAIL ADDRESS: STREET 1: 201 S. LAKE AVENUE STREET 2: SUITE 802 CITY: PASADENA STATE: CA ZIP: 91101 SC 13D/A 1 southlake13damendment1.htm Converted by EDGARwiz



 

 

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

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934


PRB Gas Transportation, Inc.


(Name of Issuer)


Common Stock


(Title of Class of Securities)


693535106

(CUSIP Number)


Joseph V. Gorman, Chief Executive Officer

South Lake Financial

201 S. Lake Ave., Suite 802

Pasadena, California 91101

(626) 449-5907


(Name, Address and Telephone Number of Person


Authorized to Receive Notices and Communications)


April 29, 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 that is the subject of this Schedule 13D, and is filing this schedule because of section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]






CUSIP No. 693535106

1.

Names of Reporting Persons.                      South Lake Financial

I.R.S. Identification Nos. (entities only)         20-0519550

2.

Check the Appropriate Box if a Member of a Group                         (a) [   ]  (b) [   ]

3.

SEC Use Only

4.

Source of Funds  PF

5.

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

6.

Citizenship or Place of Organization                      United States

Number of Shares Beneficially Owned By Each Reporting Person With

7.

Sole Voting Power                251,660

8.

Shared Voting Power                      0

9.

Sole Dispositive Power          251,660

10.

Shared Dispositive Power               0

11.

Aggregate Amount Beneficially Owned by Each Reporting Person      251,660

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [   ]

13.

Percent of Class Represented by Amount in Row (11)      Approximately 3.6%

14.

Type of Reporting Person  CO




1






CUSIP No. 693535106

1.

Names of Reporting Persons.                      Joseph V. Gorman, Chief Executive Officer of South Lake Financial

I.R.S. Identification Nos. (entities only)         n/a

2.

Check the Appropriate Box if a Member of a Group                         (a) [   ]  (b) [   ]

3.

SEC Use Only

4.

Source of Funds  PF

5.

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

6.

Citizenship or Place of Organization                      United States

Number of Shares Beneficially Owned By Each Reporting Person With

7.

Sole Voting Power                0

8.

Shared Voting Power          251,660

9.

Sole Dispositive Power           0

10.

Shared Dispositive Power     251,660

11.

Aggregate Amount Beneficially Owned by Each Reporting Person      251,660

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [   ]

13.

Percent of Class Represented by Amount in Row (11)      Approximately 3.6%

14.

Type of Reporting Person  IN




2






CUSIP No. 693535106

1.

Names of Reporting Persons.                      Gary M. Casmano, President of South Lake Financial

I.R.S. Identification Nos. (entities only)         n/a

2.

Check the Appropriate Box if a Member of a Group                         (a) [   ]  (b) [   ]

3.

SEC Use Only

4.

Source of Funds  PF

5.

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

6.

Citizenship or Place of Organization                      United States

Number of Shares Beneficially Owned By Each Reporting Person With

7.

Sole Voting Power                0

8.

Shared Voting Power          251,660

9.

Sole Dispositive Power           0

10.

Shared Dispositive Power     251,660

11.

Aggregate Amount Beneficially Owned by Each Reporting Person      251,660

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares  [   ]

13.

Percent of Class Represented by Amount in Row (11)      Approximately 3.6%

14.

Type of Reporting Person  IN



Item 1. Security and Issuer.


This Schedule 13D relates to the common stock, $.001 par value per share (the Common Stock”) of PRB Gas Transportation, Inc., a Nevada corporation (the “Company”). The Company’s principal executive offices are located at 1401 17th Street, Suite 650, Denver, Colorado, 80202. Following its initial public offering of common stock on April 12, 2005 the Company has approximately 7.05 million shares of common stock outstanding after giving effect to sales of all shares including sales of 300,000 shares pursuant to the underwriter’s over allotment option.




3





Item 2. Identity and Background.

This Statement is filed on behalf of South Lake Financial, Joseph V. Gorman, Chief Executive Officer of South Lake Financial and Gary M. Casmano, President of South Lake Financial (collectively the “Reporting Persons”).

The following persons comprise the Reporting Persons:

1.

(a) South Lake Financial. (b) 201 South Lake Street, Suite 802, Pasadena, California 91106. (c) South Lake Financial is a corporation formed under the laws of the State of California and its principal business is mortgage banking. (d) During the last five years, no person listed herein has been convicted in a criminal proceeding. (e) During the last five years, no person listed herein has 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.  (f) Not applicable.

2.

(a) Joseph V. Gorman. (b) 201 South Lake Street, Suite 802, Pasadena, California 91106. (c) Chief Executive Officer of South Lake Financial, a corporation formed under the laws of the State of California and whose principal business is mortgage banking. (d) During the last five years, no person listed herein has been convicted in a criminal proceeding. (e) During the last five years, no person listed herein has 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.  (f) United States.

3.

(a) Gary M. Casmano. (b) 201 South Lake Street, Suite 802, Pasadena, California 91106. (c) President of South Lake Financial, a corporation formed under the laws of the State of California and whose principal business is mortgage banking. (d) During the last five years, no person listed herein has been convicted in a criminal proceeding. (e) During the last five years, no person listed herein has 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.  (f) United States.


Item 3. Source and Amount of Funds or Other Consideration.


South Lake Financial purchased the Common Stock in privately negotiated transactions utilizing corporate funds. The aggregate purchase price for the shares of Common Stock purchased by South Lake Financial was $1,500,000.


Item 4. Purpose of Transaction.


Corporate investment



4






Item 5. Interest in Securities of the Issuer.


(a)

Aggregate number of shares beneficially owned by each reporting person: 251,660 (3.6%)

 

(b)

South Lake Financial has sole voting and dispositive power over 251,660 shares.  Joseph V. Gorman and Gary M. Casmano have shared voting and dispositive power over 251,660 shares.


(c)

Transactions effected during the past sixty days:


1.

The Reporting Persons stock sales within the past 60 days, all in open market transactions:


DATE

SHARES SOLD

AVERAGE PRICE

PER SHARE

SALES

TOTAL

April 27, 2005

10,000

$7.73

$77,250

April 28, 2005

33,000

$7.87

259,685

April 29, 2005

425,340

$7.65

3,253,851

TOTAL

468,340

$7.67

$3,590,786

OWNED

251,660

  



(d)

Not applicable.


(e)

The Reporting Persons ceased to be the beneficial owner of more than 5% of the common stock of PRB Gas Transportation, Inc. on April 29, 2005.

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


None


Item 7. Material to Be Filed as Exhibits


None





5





Signatures

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


Date:  May 2, 2005

South Lake Financial


/s/ Joseph V. Gorman ______

By: Joseph V. Gorman, Chief Executive Officer of South Lake Financial


/s/ Joseph V. Gorman ______

By: Joseph V. Gorman


/s/ Gary M. Casmano ______

By: Gary M. Casmano







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