UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Amedia Networks, Inc. |
| (Name of Issuer) |
| Common Stock, par value $0.001 per share |
| (Title of Class of Securities) |
| 87305 U102 |
| (CUSIP Number) |
| December 31, 2004 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[
[X ] 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 the disclosures provided in a prior cover page.
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 (however, see the Notes).
Page 1 of 5 pages
| CUSIP No. | |||||
| 1. Names of Reporting Persons. | |||||
| I.R.S. Identification Nos. of above persons (entities only). | |||||
| Ronald A. Durando | |||||
| ###-##-#### | |||||
| 2. Check the Appropriate Box if a Member of a Group (See Instructions) | |||||
| (a) | |||||
| (b) | |||||
| 3. SEC Use Only | |||||
| 4. Citizenship or Place of Organization: | United States | ||||
| Number of | 5. Sole Voting Power | 320,000 | |||
| Shares | |||||
| Beneficially | 6. Shared Voting Power | 43,000 | |||
| Owned by | |||||
| Each | 7. Sole Dispositive Power | 320,000 | |||
| Reporting | |||||
| Person With | 8. Shared Dispositive Power | 43,000 | |||
| 9. Aggregate Amount Beneficially Owned by Each Reporting Person 363,000 | |||||
| 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) | |||||
| 11. Percent of Class Represented by Amount in Row (9) .022 | |||||
| 12. Type of Reporting Person (See Instructions) IN | |||||
Page 2 of 5 pages
Item 1. (a) Name of Issuer
Amedia Networks, Inc.
Item 1. (b) Address of Issuer's Principal Executive Offices
101 Crawfords Corner Road
Holmdel, New Jersey 07733
Item 2. (a) Name of Person Filing
Ronald A. Durando
Item 2. (b) Address of Principal Business Office or, if none, Residence
43 Alexander Avenue
Nutley N.J. 07110
Item 2. (c) Citizenship
United States
Item 2. (d) Title of Class of Securities
Common Stock par value $0.001 per share
Item 2. (e) CUSIP Number
87305 U102
Item 3. If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/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) | [ | ] | An investment adviser in accordance with Rule §240.13d-1(b)(1)(ii)(E); |
| (f) | [ | ] | An employee benefit plan or endowment fund in accordance with Rule §240.13d-1(b)(1)(ii)(F); |
| (g) | [ | ] | A parent holding company or control person in accordance with Rule §240.13d-1(b)(1)(ii)(G); |
| (h) | [ | ] | A savings associations 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 Rule §240.13d-1(b)(1)(ii)(J). |
Page 3 of 5 pages
Item 4. Ownership.
(a) Amount beneficially owned: 363,000
(b) Percent of class: .022
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 320,000
(ii) Shared power to vote or to direct the vote 43,000
(iii) Sole power to dispose or to direct the disposition of 320,000
(iv) Shared power to dispose or to direct the disposition of 43,000
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.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach and exhibit stating the identification of the relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transations in the security reported on will be filed, if required, by members of the group, in their individual capacity, See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
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.
(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.
Page 4 of 5 pages
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. January 24, 2005 Date
/s/ Ronald A. Durando Signature Name/Title 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 this signature. Page 5 of 5 pages
Ronald A. Durando