BLDH -- Bloodhound Search Technologies, Inc.
Com ($0.0001)(New)
--------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
BLOODHOUND SEARCH TECHNOLOGIES, INC.
(Name of Issuer)
Shares of Common Stock, No Par Value
(Title of Class of Securities)
093704 20 3
(CUSIP Number)
David K. Campbell
Chief Executive Officer
19901 Southwest Freeway, Suite 114
Sugar Land, TX 77479
(281) 207-5436
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 23, 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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].
*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. 093704 20 3
--------------------------------------------------------------------------------
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Pekka Tolonen
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [__] (b) [__]
--------------------------------------------------------------------------------
3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) Not Applicable
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization:
Finland
--------------------------------------------------------------------------------
Number of 7. Sole Voting Power
Shares Beneficially -1,500,000-
Owned By Each 8. Shared Voting Power
Reporting -0-
Person 9. Sole Dispositive Power
-1,500,000-
10. Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,500,000 shares of common stock
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
13. Percent of Class Represented by Amount in Row (11) 19.2 % of the issued and outstanding shares of common stock
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Item 1. Security and Issuer
Security: Common Stock, $0.001 par value
Issuer: Bloodhound Search Technologies, Inc.
19901 Southwest Freeway, Suite 114
Sugar Land, TX 77479
Item 2. Identity and Background
(a) The name of the person filing this statement: Pekka Tolonen (the "Reporting Person").
(b) The residence or business address of the Reporting Person is: Laivurinkatu 43 A 11, 00150, Helsinki, Finland.
(c) The Reporting Person is presently employed as a self-employed computer programmer.
(d) The reporting person is a citizen of Finland.
(e) During the last five years, neither the Reporting Person nor any other person listed in (a) above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(f) During the last five years, the Reporting Person was not a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to any 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
The consideration given by the Reporting Person for the issuance of 1,500,000 shares of common stock on January 20, 2006 consisted of a grant by the Reporting Person to the issuer of an irrevocable, perpetual license to use certain software and other materials pursuant to a License Agreement, dated January 20, 2006, between the issuer and the Reporting Person. Such license permits the issuer to use, including sub-license, the licensed materials for the following purposes: (a) the provision of services for the maintenance, support, installation, marketing, distribution, licensing, sublicensing, and customer and technical support of the licensed materials; (b) the issuer's internal use; and
(c) customization, modification, and additions to the licensed materials. The license is limited to the United States of America, Canada, Australia, China, and Hong Kong. The license is for a perpetual term and is irrevocable, unless terminated earlier in accordance with the license agreement.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction
As discussed above in Item 3, on January 20, 2006, the issuer issued to the Reporting Person 1,500,000 shares of its common stock as consideration for the Reporting Person's grant to the issuer of an irrevocable, perpetual license to use certain software and other materials pursuant to a License Agreement, dated January 20, 2006, between the issuer and the Reporting Person.
Item 5. Interest in Securities of the Issuer
(a) The Issuer has 7,775,008 issued and outstanding shares of common stock. The Reporting Person owns 1,500,000 shares (representing approximately 19.2%) of the issued and outstanding common stock of the Issuer.
(b) The Reporting Person has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of all of the shares reported above in this Item 5.
(c) Other than the acquisition of the shares reported herein, the Reporting Person has not effected any transactions in the shares of the Issuer during the past 60 days.
(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be Filed as Exhibits
Exhibit 99.1 License Agreement, dated January 20, 2006, between the issuer and the Reporting Person*
*Previously filed with the Securities and Exchange Commission as Exhibit 10.1 to the issuer's Current Report on Form 8-K dated January 20, 2006, and incorporated herein by reference.
--------------------------------------------------------------------------------
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: February 27, 2006
/s/ Pekka Tolonen
-------------------
Name: Pekka Tolonen
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
--------------------------------------------------------------------------------
End of Filing
© 2006 | EDGAR Online, Inc.
All information contained herein is provided "as is." Pink Sheets LLC makes no representation or warranty, expressed or implied, as to the accuracy, timeliness, or completeness of the information provided herein. Neither Pink Sheets LLC, nor its directors, officers, employees, or third party data suppliers, shall bear any responsibility or liability to verify the information and/or its source or for the use, misuse, or inability to use the information provided. None of the foregoing parties shall be liable to any third-party claims or losses of any nature. Accordingly, investors should not use this information as the basis for making an investment decision. Please see Risk Warning and Terms of Service for more information.
Risk Warning | Contact Regulators
Home | About Us | Contact Us | FAQ | Glossary
Quotes & News | Market Activity| Company Search | OTC Guide | Products & Services
© Copyright 2004, Pink Sheets LLC. All Rights Reserved.
Please read our Terms of Service, Linking & Framing Terms, Trademarks, and Privacy Statement.
Comments or Suggestions?
GB-ND
c |
