sch13da6060308.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
AMENDMENT
NUMBER SIX
TO
SCHEDULE
13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
CHDT
CORP.
(formerly
“China Direct Trading Corp.”)
(Name of
Issuer)
Common
Stock, $0.0001 par value
Series B
Convertible Preferred Stock, $0.0001 par value
(Title of
Class of Securities)
12541A
108 (formerly, 16938E 10 2) (Common Stock)
(CUSIP
Number)
Howard
Ullman, Chief Executive Officer and President
CHDT
CORP.
350 Jim
Moran Blvd.
Suite
120
Deerfield
Beach, Florida 33442
(954)
252-3440
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
June 2,
2008
(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.
NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See section 240.13d-7 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.: 12541A 108
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1.
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
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Howard
Ullman, the Chairman of the Board of Issuer and beneficial owner of
195,769,536 shares of Issuer Common Stock, $0.0001 par value, and 917,813
Issuer Series B Convertible Preferred Stock, $0.10 par value, of the
Issuer.
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions):
(a) (b)
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions): Not Applicable.
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5.
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Check [ ]
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e):
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6.
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Citizenship
or Place of Organization: United States of America
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Number
of Shares Beneficially Owned by Each reporting Person With
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7.
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Sole
Voting Power:
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195,769,536
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(Common
Stock, $0.0001 par value
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917,813
shares of non-voting Series B Preferred Stock, $0.10 par value, converts
to 61,181,415 shares of Common Stock, $0.0001 par value
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8.
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Shared
Voting Power: None
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9.
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Sole
Dispositive Power: 195,769,536 shares of
Common
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Stock,
$0.0001 par value. Reporting Person also
owns 917,813 shares of Series B Convertible Preferred Stock,
$0.10 par value, which converts to 61,181,415 shares of Common Stock,
$0.0001 par value.
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10.
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Shared
Dispositive Power: None
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11.
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Aggregate
Amount Beneficially Owned by each Reporting Person:
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12.
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Check [
] if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
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13.
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Percent
of Class Represented by Amount in Row (11):
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35%
(Common Stock, $0.0001 par value) and 43% of Series B Convertible
Preferred Stock
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14.
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Type
of Reporting Person (See Instruction): IN
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ITEM 1.
SECURITY AND ISSUER
This
Schedule 13D Amendment Number Six, relates to shares of the Common Stock,
$0.0001 par value, (“Common Stock”) of CHDT Corp. (formerly, “China Direct
Trading Corporation”) (the “Issuer”) a Florida corporation, and shares of Series
B Convertible Preferred Stock, $0.10 par value, (“Series B Stock”). The
principal executive offices of the Company are located at 350 Jim Moran Blvd.,
#120, Deerfield Beach, Florida 33442, located Broward County.
ITEM 2.
IDENTITY AND BACKGROUND
This
Schedule 13D Amendment Number Six, is being filed by Howard Ullman (the
“Reporting Person”). The Reporting Person is the Chairman of the Board of the
Issuer. He is also a principal beneficial owner of the Issuer’s
Common Stock and Series B Stock. The Series B Stock has no voting
rights, but converts upon demand of the owner to shares of Common Stock at the
ratio of one share of Series B Stock for 66.66 shares of Common Stock. Each
share of Common Stock has one vote on all matters presented or requiring
shareholder approval.
During
the last five years, the Reporting Person has not been convicted in any criminal
proceeding. During the last five years, the Reporting Person has not 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.
ITEM 3.
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Reporting
Person sold the shares of Issuer capital stock as described in Item 4 below for
an aggregate purchase price of $242,435, which purchase price was paid by a
promissory note (described in Item 4 below).
ITEM 4.
PURPOSE OF TRANSACTION
On June
2, 2008, Stewart Wallach, CHDT Corporation (“CHDT”) Chief Executive Officer and
President, and Howard Ullman, CHDT Chairman of the Board of Directors,
consummated a written securities purchase agreement, dated May 23, 2008
(“Agreement”) whereby Mr. Wallach purchased 35,000,000 shares of Common Stock
and approximately 939,000 shares of Series B Stock from Mr.
Ullman. The per share purchase price for the shares was $0.0025 for
the Common Stock and $0.165 for the Series B Stock, or an aggregate purchase
price of approximately $242,435 (“Aggregate Purchase
Price”). The Aggregate Purchase Price was paid by a five-year
promissory note issued by Mr. Wallach to Mr. Ullman (“Note”). The
Note bears interest at five percent per annum and provides for payment of
principal and interest in five equal annual installments, each payable on the
first annual anniversary of the date of the Note with the first installment due
June 2, 2009. Mr. Wallach may pay such sums with shares of CHDT
capital stock that he beneficially own.
Mr.
Ullman sold the above shares to Mr. Wallach in order to provide Mr. Wallach with
an equity stake in CHDT that is commensurate with his importance and efforts in
the executive management of CHDT and as part of a transaction whereby Mr.
Wallach cancelled a that part of a ten-year non-qualified stock option for the
purchase of 74,666,667 shares of Common Stock at an exercise price of $0.029 per
share. The cancellation of these option shares will allow CHDT to
eliminate the expense incurred for such option shares.
The
Agreement is attached to this Schedule 13D Amendment Number Six as Exhibit
1.1. The Note is attached to this Schedule 13D Amendment Number Six
as Exhibit 1.2.
Mr.
Ullman entered into this transaction because it allowed Mr. Wallach to attain an
appropriate equity stake in CHDT without further dilution of CHDT public
shareholders and it induced Mr. Wallach to cancel the option
shares. Mr. Ullman believes that the option cancellation will have
a positive impact on CHDT’s financial performance for the remainder
of FY2008 and through FY2011 by eliminating the expense associated with the
option shares.
The above
summary of the Agreement and its transactions are qualified in its entirety by
reference to the Agreement and Note, which is filed as Exhibit 1.1 and Exhibit
1.2, respectively, to this Schedule 13D Amendment Number Six.
ITEM 5.
INTEREST IN SECURITIES OF THE ISSUER
a. As
a result of the transactions described in Item 4 above, the Reporting Person’s
beneficial ownership of the common stock of the Issuer is 195,769,536 shares,
representing approximately 35% of the Issuer’s 561,941,645 outstanding shares of
Common Stock, and 917,813 shares of the Series B Stock, which represents 43% of
the Issuer’s 2,111,813 outstanding shares of Series B Stock – in both instances
as of the date of this Schedule 13D, Amendment Number Six.
b. Not
Applicable.
c. Not
applicable.
d. Not
applicable.
e. Not
applicable.
ITEM 6.
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
See Item
5 above.
ITEM 7.
MATERIAL TO BE FILED AS EXHIBITS
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Exhibit
Number
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Description
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1.1
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Securities
Purchase Agreement, dated May 23, 2008 and closed June 2, 2008, by Stewart
Wallach and Howard Ullman; and
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1.2
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Promissory
Note by Stewart Wallach in favor of Howard Ullman, dated June 2,
2008
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SIGNATURE
After
reasonable inquiry and to my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
/s/ Howard
Ullman
Howard
Ullman
Dated: June
2, 2008
EXHIBITS
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Exhibit
Number
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Description
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1.1
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Securities
Purchase Agreement, dated May 23, 2008 and closed June 2, 2008, by Stewart
Wallach and Howard Ullman; and
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1.2
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Promissory
Note by Stewart Wallach in favor of Howard Ullman, dated June 2,
2008
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