SC 13D/A 1 qcomm305.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Q Comm International, INC (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 74727M306 (CUSIP number) Thomas B. Akin Talkot Capital, LLC 2400 Bridgeway, Suite 300 Sausalito, CA 94965 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). 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. 1 NAME OF REPORTING PERSON IRS IDENTIFICATION NO. OF ABOVE PERSON Talkot Fund, L.P. ----------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) /x/ ----------------------------------------------------------------------------- 3 SEC USE ONLY ----------------------------------------------------------------------------- 4 SOURCE OF FUNDS* GF ----------------------------------------------------------------------------- 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 States of America ----------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 348,500 BENEFICIALLY --------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH -0- REPORTING --------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 348,500 --------------------------------------------------------- 10 SHARED DISPOSITIVE POWER -0- ----------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 348,500 ----------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / ----------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.04% ----------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* GR ITEM 1. SECURITY AND ISSUER. This statement relates to shares of Common Stock (the "Stock") of Q Comm International, Inc., ("Q Comm"). The principal executive office of Q Comm is located at 510 East Technology Avenue, Building C, Orem, UT 84097. ITEM 2. IDENTITY AND BACKGROUND. The persons filing this statement and the persons enumerated in Instruction C of Schedule 13D and, where applicable, their respective places of organization, general partners, directors, executive officers and controlling persons, and the information regarding them, are as follows: The names of the persons filing this statement are Thomas Bruce Akin (Thomas Akin), and the Talkot Fund, L.P. (the Fund). (a) The names of the persons filing this statement are Thomas Bruce Akin ("Thomas Akin"), Talkot Fund, L.P. ("the Fund"), (collectively, the "Filers"). (b) The address of the filers is 10 Via El Verano, Tiburon, CA 94920. The Talkot Fund, L.P. is located at 2400 Bridgeway, Suite 300, Sausalito, CA 94965. (c) Thomas Akin is the Managing General Partner of the Talkot Fund, L.P. which is located at 2400 Bridgeway, Suite 300, Sausalito, CA 94965. (d) During the last five years, none of the Filers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Filers was 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) All of the Filers who are natural persons are citizens of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of funds used in purchasing the Stock were as follows: Purchaser Source of Funds Amount The Fund GF $ 898,659 Item 4. INTEREST IN SECURITIES OF THE ISSUER. (a) Aggregate number and percentage of securities beneficially owned: Talkot Fund, L.P. is the direct beneficial owner of 348,500 shares of Common Stock, representing approximately 5.04% of Q Comm International, Inc. Common Stock based upon 6,914,795 shares outstanding per Q Comm's 10-K for the period ending December 31, 2005, dated March 31, 2006. (b) The beneficial ownership of the Stock of the persons named in Item 2 of this statement is as follows at the date hereof: Aggregate Beneficially Owned Voting Power Dispositive Power Name Number Percent Sole Shared Sole Shared The Fund 348,500 5.04% 348,500 -0- 348,500 -0- (c) Transactions effected during the past 60 days or since the most recent filing on Schedule 13D, whichever is less: Purchase Amount of Price Per Name or Sale Date Common Stock Share ($) The Fund P 05/12/06 500 $ 1.71000 The Fund P 05/12/06 22,800 $ 1.56540 The Fund P 04/13/06 500 $ 2.10000 The Fund P 04/12/06 3,600 $ 2.13000 The Fund P 04/07/06 800 $ 2.17250 The Fund P 03/22/06 8,200 $ 2.14880 The Fund P 03/15/06 100 $ 2.29000 ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Thomas Akin is the Managing General Partner of the Fund. As such, he has the power to vote the Stock held by such persons and to direct the receipt of dividends from, or the proceeds from the sale of, the Stock held by such persons. ITEM 6. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. SIGNATURES After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct. DATED: May 15, 2006 TALKOT FUND, L.P. By: /s/ Thomas Bruce Akin Thomas Bruce Akin, Managing General Partner