SC 13G/A 1 intelefilm13ga2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* iNTELEFILM Coporation ----------------------------------------------------------------- (Name of Issuer) Common Stock, $0.02 Par Value Per Share ----------------------------------------------------------------- (Title of Class of Securities) 458147105 -------------------- (CUSIP Number) December 31, 2005 ---------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] 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). CUSIP No. 458147105 --------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kellogg Capital Group, LLC Tax I.D.: 13-4067067 ------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (a) ----- (b) ----- 3. SEC Use Only --------------------------------------------- 4. Citizenship or Place of Organization New York ---------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power 1,352,196 -------------------------- 6. Shared Voting Power 0 -------------------------- 7. Sole Dispositive Power 1,352,196 -------------------------- 8. Shared Dispositive Power 0 -------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,352,196 --------- 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares --------- 11. Percent of Class Represented by Amount in Row (9) 19.8% --------- 12. Type of Reporting Person BD --------- Item 1. (a) Name of Issuer iNTELEFILM Corporation ------------------------------------------------------- (b) Address of Issuer's Principal Executive Offices 604-221 Twelve Oaks Center 15500 Wayzata Blvd. Wayzata, MN 55391 ------------------------------------------------------- Item 2. (a) Name of Persons Filing Kellogg Capital Group, LLC ------------------------------------------------------- (b) Address of Principal Business Office or, if none, Residence 55 Broadway, 4th Floor New York, NY 10006 ------------------------------------------------------- (c) Citizenship Kellogg Capital Group, LLC is organized under New York Law. ------------------------------------------------------- (d) Title of Class of Securities Common Stock, $0.02 Par Value Per Share ------------------------------------------------------- (e) CUSIP Number 458147105 ------------------------------------------------------- Item 3. This statement is filed Pursuant to Rule 13d-1(b), and the Person Filing is a: (a) [X] Broker or dealer registered under Section 15 of the Act. Item 4. Ownership (a) Amount beneficially owned: 1,352,196 (b) Percent of Class: 19.8% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: 1,352,196 (ii) shared power to vote or to direct the vote: 0 (iii)sole power to dispose or to direct the disposition of: 1,352,196 (iv) shared power to dispose or to direct the disposition of: 0 Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not applicable. Item 8. Identification and Classification of Members of the Group Not applicable. Item 9. Notice of Dissolution of Group Not applicable. Item 10. Certification 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 aquired and are not held for the purpose of or with the efffect 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. 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. February 8, 2006 ------------------------------- Date Kellogg Capital Group, LLC Matthew Brand ------------------------------- Managing Director By: /s/ Beth N. Lowson ------------------------------- Beth N. Lowson The Nelson Law Firm, LLC 75 South Broadway, 4th Floor White Plains, NY 10601 Attorney In Fact POWER OF ATTORNEY The undersigned does hereby constitute and appoint Stephen J. Nelson, Mary Anne Mayo, and Beth N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway, 4th Floor, White Plains, NY 10601, signing singly, with full power of substitution, as the true and lawful attorney of the undersigned, and authorizes and designates each of them to sign on behalf of the undersigned, and to file filings and any amendments thereto made by or on behalf of the undersigned in respect of the beneficial ownership of equity securities held by the undersigned, directly, indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therules and regulations thereunder. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13(d), 13(g) or 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until withdrawn by the undersigned in a signed writing delivered to the foregoing attorneys- in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of January, 2006. /s/ Matthew Brand ----------------------- Matthew Brand