-----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, MRjiWv9orFmosLQaa57rs4T6m76KxezpUNtJIY2O7s4Wbrb6ygQuZtYrT2S+L7LH sfP7gVyIgVEe2bhALbx6Og== 0001140361-07-016736.txt : 20070817 0001140361-07-016736.hdr.sgml : 20070817 20070817092452 ACCESSION NUMBER: 0001140361-07-016736 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070817 DATE AS OF CHANGE: 20070817 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLUEGATE CORP CENTRAL INDEX KEY: 0000768216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870565948 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56569 FILM NUMBER: 071063949 BUSINESS ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136861100 MAIL ADDRESS: STREET 1: 701 NORTH POST OAK ROAD STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77024 FORMER COMPANY: FORMER CONFORMED NAME: CRESCENT COMMUNICATIONS INC DATE OF NAME CHANGE: 20010921 FORMER COMPANY: FORMER CONFORMED NAME: BERENS INDUSTRIES INC DATE OF NAME CHANGE: 19990823 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL AIR CORP DATE OF NAME CHANGE: 19970521 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STERNBERG MANFRED CENTRAL INDEX KEY: 0001145871 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 701 N. POST OAK RD., SUITE 630 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7136827400 SC 13D/A 1 formsc13da.htm BLUEGATE CORP SC 13D/A #3 8-3-2007 formsc13da.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D Amendment Number 3

Under the Securities Exchange Act of 1934

Bluegate Corporation
(Name of Issuer)

Common Stock, par value $0.001
(Title of Class of Securities)

09623A-10-5
(CUSIP Number)

Manfred Sternberg 701 N. Post Oak Rd., Suite 600, Houston,
Texas 77024, (713) 686-1100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)

August 3, 2007
(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 ss. 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 ss. 240,13d-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).
 


 

 
CUSIP No. 09623A-10-5
Page 2 of 5
 
This schedule is being filed to reflect the current name of registrant, the current CUSIP of the registrant, and to reflect a reverse stock split.
 
(1)
Name of Reporting Person and IRS Identification No. of Above Person:
 
Manfred Sternberg
 
(2)
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) o
(b) o
(3)
SEC Use Only
 
(4)
Source of Funds (See Instructions)
 
PF
 
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e).
  o
 
(6)
Citizenship or Place of Organization
 
United States of America
 
NUMBER
OF
SHARES
BENE-
FICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
 
(7)
 
Sole Voting Power
6,675,768         
 
(8)
Shared Voting Power
-0-
 
(9)
Sole Dispositive Power
6,675,768
 
(10)
 
Shared Dispositive Power
-0-
 
(11)
Aggregate Amount Owned by Each Reporting Person
 
6,675,768
 
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
o
 
(13)
Percent of Class Represented by Amount if Row (11)
 
34%
 
(14)
Type of Reporting Person
 
IN 


 
CUSIP No. 09623A-10-5  
 Page 3 of 5

ITEM 1     Security and Issuer

     This Schedule 13D is being filed with respect to shares of common stock, par value $0.001 per share, of Bluegate Corporation, whose address is 701 N. Post Oak Rd., Suite 600, Houston, Texas 77024.

ITEM 2.     Identity and Background

(a)
Manfred Sternberg.

(b)
Business address: 701 N. Post Oak Rd., Suite 600, Houston, Texas 77024.

(c) 
Director, Bluegate Corporation, 701 N. Post Oak Rd., Suite 600, Houston, Texas 77024.

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

(e) 
Mr. Sternberg has not, during the last five years, 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)   Mr. Sternberg is a citizen of the United States of America.
 
ITEM 3.     Source and Amount of Funds or Other Consideration
 
In the past, we sold unregistered securities that had registration rights to Mr. Sternberg.  As of August 3, 2007, we had not filed a registration statement for those shares.  As liquidated damages for our failure to file a registration statement for those shares, we issued these shares.



 
CUSIP No. 09623A-10-5
                                         Page 4 of 5

ITEM 4.     Purpose of Transaction

In the past, we sold unregistered securities that had registration rights to Mr. Sternberg.  As of August 3, 2007, we had not filed a registration statement for those shares.  As liquidated damages for our failure to file a registration statement for those shares, we issued these shares.

(a)     Mr. Sternberg may, from time to time, acquire additional securities of the registrant for investment purposes.  In connection with Mr. Sternberg's position as an executive officer and director of the registrant, he could receive as compensation, stock and options to acquire shares of common stock.

(b)     Mr. Sternberg has no present plans or proposals for an extraordinary corporate transaction involving the registrant.

(c)     Mr. Sternberg has no present plans or proposals involving the sale or transfer of a material amount of assets of the registrant or any of its subsidiaries.

(d)     Mr. Sternberg has no present plans or proposals involving any change in the present board of directors or management of registrant, nor any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board.

(e)     Mr. Sternberg has no present plans or proposals for a material change in the present capitalization or dividend policy of the registrant.

(f)     Mr. Sternberg has no present plans or proposals for a material change in the registrant's business or corporate structure.

(g)     Mr. Sternberg has no present plans or proposals for changes in the registrant's charter or bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the registrant by any person.

(h)     Mr. Sternberg has no present plans or proposals for causing a class of securities of the registrant to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association.

(i)     Mr. Sternberg has no present plans or proposals for a class of securities of the registrant becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act.

(j)     Mr. Sternberg has no present plans or proposals for any actions similar to those enumerated above.
 

                       
 CUSIP No. 09623A-10-5  
 Page 5 of 5

ITEM 5.     Interest in Securities of the Issuer

(a)  Mr. Sternberg is the beneficial owner of 6,675,768 shares of common stock.
 
(b)  Mr. Sternberg has sole voting and dispositive power for all of the shares of common stock.

(c)  Mr. Sternberg has not made any transactions in common stock during the past sixty days, other than as described herein.

(d)  Other than Mr. Sternberg, no other person has the right to receive or the ower to direct the receipt of dividends from, or the proceeds from the sale of, Mr. Sternberg's holdings.

(e)  Not applicable.
 
ITEM 6. 
Contract, Agreements, Understandings or Relationships with Respect to Securities of the Issuer

      Mr. Sternberg is a Director.

ITEM 7.     Material to be Filed as Exhibits
 
None
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.

     
Date
 
(signed) ________________________
August 15, 2007
 
/s/     Manfred Sternberg
   
Manfred Sternberg
 
 
 

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