SC 13D/A 1 xtrn13da.htm JAY GOTTLIEB 12/10/04 Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D

AMENDMENT NO. 1


The Securities Exchange Act of 1934


XTRANA, INC.

(Name of Issuer)


Common Stock

(Title Class of Securities)


98415F 10 9

 (CUSIP Number)


Carl N. Duncan, Esq.

5718 Tanglewood Drive

Bethesda, Maryland 20817

(301) 263-0200

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


December  9, 2004

(Date of Event Which Requires Filing of This Statement)

(1)  Name of Reporting Person / I.R.S. Identification Number

Jay Gottlieb/###-##-####

(2)  Check the appropriate box if may be deemed member of a group

(a)     N/A

(b)     Reporting Person disclaims being member of a group relating to Issuer

(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).


           N/A

(6)  Citizenship or place of organization ……………….

           USA/incorporation inapplicable since the Reporting Person is an individual

Number of shares beneficially owned by Reporting Person with:

(7)   Sole voting power ...........………………………….

(8)   Shared voting power ……………………………….

(9)   Sole dispositive power …………………………….

(10) Shared dispositive power ………………………...

          


            1,640,000  (See Item 4)*

            0

            1,640,000  (See Item 4)*

            0

(11) Aggregate amount beneficially owned by Reporting Person


            1,640,000  (See Item 4)*

(12) Check if the aggregate amount in Row (11) excludes certain shares (see instructions).


            N/A

(13) Percent of class represented by amount in Row (11) ..

            9.92%        (See Item 5)*

(14) Type of reporting person (see instructions) ……………….

            IN

  

*   This Amendment Relates to the 587,000 Common Shares of the Issuer acquired since the original Schedule 13D was






filed November 17, 2004:  1.053,000  + 587,000  = 1,640,000 Common Shares (or 9.92% of that class of securities of the  Issuer).   See Items 3, 4 and 5 following.


Item 1. Security and Issuer.

 

(a) Title of Class:

Common Stock

(b) Name and Address of Issuer:

Xtrana Corp.

P. O. Box 668


Sedalia, Colorado 80135

(c)  Trading Symbol:


XTRN




Item 2. Identity and Background of the Reporting Entity.

 

(a) Name:

Jay Gottlieb

(b) Business Address:

27 Misty Brook Lane

New Fairfield, Connecticut 06812

(c) Occupation:

Private Investor

(d) Conviction:

N/A

(e) Civil Proceedings:

N/A

(f) State of Incorporation:

N/A since Reporting Person is an individual



Item 3. Source and Amount of Funds or Other Consideration.


The Reporting Person has used personal funds both to acquire (i) the  1,053,000  Common Shares of  the Issuer which were the subject of Reporting Person’s original November 8, 2004 Schedule13D and (ii) the additional 587,000 Common Shares of the Issuer acquired subsequently, an amount likely deemed “material” in character as provided ’34 Act Rule 13d-1(a)--since greater than 1% of the Issuer’s Common Shares.  This Amendment Relates to the 587,000 Common Shares of the Issuer acquired since the original Schedule 13D was filed November 17, 2004:  1,053,000  + 587,000  = 1,640,000 Common Shares (or 9.92% of that class of securities of the Issuer).   See Items  4 and 5 following.



Item 4.  Purpose of Transaction.


Reporting Person is making these purchases of Issuer’s Common Shares for investment purposes only.   There is no intent to gain control of the Issuer and Reporting Person is not a member of a group relating to the Issuer.


Other than as described in this Schedule 13D, the Reporting Person is not aware of any plans or proposals which would result in the acquisition by any person of additional securities of Issuer or the disposition of securities of the Issuer; any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; any change in the present board of directors or management of the Issuer, including any place or proposals to change the number or term of directors or  to fill any existing vacancies on the Issuer’s Board; any material change in the present capitalization or dividend policy of the Issuer; any other material change in the Issuer’s business or corporate structure; any changes in Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; causing a class of securities of the Issuer to be delisted from national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; a class





of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or any action similar to any of those enumerated above.



Item 5. Interest  in Securities of the Issuer.


(a) Aggregate Number and %:  1,640,000 Common Shares on a fully diluted basis- - i.e., 9.92% of the total 16,533,269 outstanding Common Shares of the Issuer. *


(b) Power to Vote or Dispose of Issuer’s Shares:  1,640,000 Common Shares on a fully diluted basis, power over which to vote or dispose of resides with the Reporting Person.*


(c) Transactions Within Prior 60 Days:  No transactions have been effected between the Issuer and the Reporting Person beyond those described in Items 3 and 4 specifically and this Schedule 13D generally. Information contained in Items and  4  above is hereby incorporated by reference.


* This Amendment Relates to the 587,000 Common Shares of the Issuer acquired since the original Schedule 13D was filed November 17, 2004:  1,053,000  + 587,000  = 1,640,000 Common Shares (or 9.92% of that class of securities of the  Issuer).   See Items 3 and above.   




Item 6. Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.


Other than the foregoing, there are no contracts, arrangements, understandings or relationships not described herein.



Item 7. Material to be Filed as Exhibits.


None


Signature


After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies he is Jay Gottlieb, the Reporting Person, and  that the information set forth in this Schedule 13D is true, complete and correct.



Dated:  December 10, 2004

/s/ Jay Gottlieb

Jay Gottlieb