-----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, UIqz05UxVzbtsLHEY0DsD+QM6UOkirO1phoqAGaBYBrL/XUnr1QXxnTqd+138yyZ 67QWhcgZeHFGa64XAJHGmg== 0001131908-06-000015.txt : 20061113 0001131908-06-000015.hdr.sgml : 20061110 20061113124837 ACCESSION NUMBER: 0001131908-06-000015 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061113 DATE AS OF CHANGE: 20061113 GROUP MEMBERS: N/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Orange 21 Inc. CENTRAL INDEX KEY: 0000932372 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 330580186 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-80727 FILM NUMBER: 061207160 BUSINESS ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 BUSINESS PHONE: (760) 804-8420 MAIL ADDRESS: STREET 1: 2070 LAS PALMAS DRIVE CITY: CARLSBAD STATE: CA ZIP: 92009 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC, INC DATE OF NAME CHANGE: 20040916 FORMER COMPANY: FORMER CONFORMED NAME: SPY OPTIC INC DATE OF NAME CHANGE: 19941103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIGNIA CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001131908 IRS NUMBER: 943383030 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 108 N WASHINGTON ST STE 305 CITY: SPOKANE STATE: WA ZIP: 99201 BUSINESS PHONE: 6503721206 MAIL ADDRESS: STREET 1: 108 N WASHINGTON ST STE 305 CITY: SPOKANE STATE: WA ZIP: 99201 SC 13G 1 orng13gb.txt OWN LESS THEN 5% UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 ) Orange 21, Inc. - ------------------------------------------------------------ (Name of Issuer) COMMON STOCK - ------------------------------------- (Title of Class of Securities) 685317109 - ------------------------------------- (CUSIP Number) SEC 1745 (3-98) Page 1 of 7 October 31, 2006 13G Page 2 of 7 Pages (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: /_X__/ Rule 13d-1(b) /____/ Rule 13d-1(c) /____/ Rule 13d-1(d) * 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). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. CUSIP No. 685317109 13G Page 3 of 7 Pages - ---------------------------------------------------------------- 1 NAME OF REPORTING PERSONS IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Signia Capital Management, LLC 94-3383030 - ---------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)/ / (b)/ / - ---------------------------------------------------------------- 3 SEC USE ONLY - ---------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION Washington - ---------------------------------------------------------------- NUMBER OF 5 SOLE VOTING POWER SHARES 0 BENEFICIALLY --------------------------------------- OWNED BY 6 SHARED VOTING POWER EACH 112,933 REPORTING --------------------------------------- PERSON 7 SOLE DISPOSITIVE POWER WITH 0 --------------------------------------- 8 SHARED DISPOSITIVE POWER 271,436 - ------------------------------------------------------------------ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 271,436 - ---------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* - ---------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.3% - ---------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) IA - ---------------------------------------------------------------- CUSIP No. 685317109 13G Page 4 of 7 Pages ITEM 1. (a) The name of the issuer is Orange 21 Inc (the "Issuer"). (b) The principal executive office of the Issuer is located at: 2070 Las Palmas Drive Carlsbad, CA 92009 ITEM 2. (a) The name of the person filing this statement are: Signia Capital Management, LLC (the "Filer"). (b) The principal business office of the Filers is located at: 108 N Washington St Ste 305 Spokane, WA 99201. (c) See Item 4 of the cover sheet for each Filer. (d) This statement relates to shares of common stock of the Issuer (the "Stock"). (e) The CUSIP number of the Stock is 685317109. CUSIP No. 685317109 13G Page 5 of 7 Pages ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) ___ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) ___ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) ___ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) ___ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) _X__ An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E) (as to Signia Capital Management,LLC.) (f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). (g) ____ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) (as to). (h) ___ A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) ___ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) ____ Group, in accordance with section 240.13d-1(b)(1)(ii)(J) (as to ). CUSIP No. 685317109 13G Page 6 of 7 Pages ITEM 4. OWNERSHIP See Items 5-9 and 11 on the cover page for each filer. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following /_X_/. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON Signia Capital Management, LLC is a registered investment adviser whose clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. CUSIP No. 685317109 13G Page 7 of 7 Pages ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not applicable. ITEM 10. CERTIFICATION By Signia Capital Management, LLC: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. 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: November 5, 2006 Signia Capital Management, LLC. David c. Krebs ______________________________________ By: David C. Krebs, Chief Compliance Officer -----END PRIVACY-ENHANCED MESSAGE-----