SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
LIFE ENERGY & TECHNOLOGY HOLDINGS, INC.
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(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
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(Title of Class of Securities)
53184M108
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(CUSIP Number)
Hartke & Hartke Law Officer
Wayne Hartke, Esq.
7637 Leesburg Pike Suite #200
Falls Church, Va 22043
Phone (703-734-2810)
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 4, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 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
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 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).
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CUSIP No. 53184M108
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1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
DIAMOND RIDGE ADVISORS, INC. 65-1450-354
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Sources of Funds (See Instructions): 00
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization: NORTH CAROLINA
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 6,559,914 (1)
Owned by
Each Report- (9) Sole Dispositive Power 0
ing Person
With (10) Shared Dispositive Power 6,559,914 (1)
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,559,914 (1)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11): 20% (1) (2)
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14) Type of Reporting Person (See Instructions): CO
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CUSIP No. 53184M108
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1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
DIAMOND RIDGE ADVISORS, INC. 65-1450-354 (3)
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Sources of Funds (See Instructions): 00
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization: NORTH CAROLINA
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 6,559,914 (1)
Owned by
Each Report- (9) Sole Dispositive Power 0
ing Person
With (10) Shared Dispositive Power 6,559,914 (1)
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,559,914 (1)
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11): 20% (1) (2)
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14) Type of Reporting Person (See Instructions): CO
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CUSIP No. 53184M108
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1) Names of Reporting Persons/ I.R.S. Identification Nos. of Above Persons
(entities only):
KENT W. TRUMBLE (4)
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [_]
(b) [_]
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3) SEC Use Only
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4) Sources of Funds (See Instructions): 00
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization: UNITED STATES
Number of (7) Sole Voting Power 0
Shares Bene-
ficially (8) Shared Voting Power 6,559,914 (1)
Owned by
Each Report- (9) Sole Dispositive Power 0
ing Person
With (10) Shared Dispositive Power 6,559,914 (1)
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 6,559,914 (1)
-----------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11): 20% (1) (2)
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14) Type of Reporting Person (See Instructions): IN
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(1) Beneficial Ownership of 6,559,914 shares of Common Stock reported
hereunder is so being reported solely as a result of the acquisition of shares
acquired through a subscription agreement based on a purchase price of $1.50 a
share.
(2) The 6,559,914 shares indicated represent 20% of the sum of (a) the
outstanding shares of Common Stock of the Issuer as of February 28, 200303 as
reported, by the Life Energy & Technology Holdings, Inc a Delaware Corporation
the (`Issuer") in its Quarterly Report on Form 10-Q for the period ended
February 28, 2003 plus shares that were issued by the Issuer from February 28,
2003 through July 7, 2003.
(3) Solely in its capacity as the investment manager of Diamond Ridge
Advisors, Inc.
(4) Solely in his capacity as the Chief Executive Officer of Diamond Ridge
Advisors, Inc.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $0.001 per share (the
"Common Stock"), of the Issuer. The Issuer's principal executive office is
located at 2005 Beechgrove Place, Utica, New York 13501.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Diamond Ridge Advisors, Inc , a
corporation formed under the laws of the North Carolina ("Diamond"); Diamond
Ridge Advisors Inc., a North Carolina corporation (the "Investment Manager");
and Kent W. Trumble, the "Reporting Persons").
Diamond's principal business is the investment in the securities of private
and public companies. The principal business address of Diamond is 154 Andrea
Lane, Blowing Rock, North Carolina 28605.
Kent W. Trumble is a Chief Executive Officer of Diamond. The present
principal occupation is Chief Executive officer of Diamond.
The Chief Executive Officer's principal function is the management of the
investment and reinvestment of Diamond's assets. Mr. Trumble principal
occupation is as the principal officer responsible for such investment
activities.
None of the persons or entities named in this Item 2 has, during the last
five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
None of the persons or entities named in this Item 2 has, 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.
Kent W. Trumble is a citizen of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 16, 2003, the Issuer entered into a securities purchase agreement
with Diamond ("Subscription Agreement"), pursuant to which, (1) Diamond
purchased under a the Subscription Agreement 6,599,914 shares of common stock
price at $1.50 for a total price of $9,839,871.
The Shares sold hereby shall have Pre-Emptive rights for a period of 5
years from the date of this Subscription Agreement, most specifically the
Company represents, agrees and warrants to offer during such 5 year period to
the owner of the Shares the right to purchase that number of shares to maintain
its proportion interest in the Company as exists as of the date of Subscription
Agreement.
Diamond has an agreement to fund under a loan agreement either directly or
indirectly through a joint venture biospheres processing system placed in the
United States. Diamond has a first right of refusal under this loan agreement
for the Issuer in addition to the share purchase agreement.
ITEM 4. PURPOSE OF TRANSACTION.
The securities covered by this statement were acquired by the Reporting
Persons for investment purposes. However, the Reporting Persons intend to
closely monitor the operations of the Issuer, and will continue to evaluate the
investment in the securities covered by this statement based on the Issuer's
financial conditions, results of operations. In particular, the Reporting
Persons may, at any time and from time to time acquire additional shares of
Common Stock.
Except as described in this Item 4 or elsewhere in this Schedule 13D, the
Reporting Persons currently have no plans or intentions which would result in or
relate to any of the transactions described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Because Kent W. Trumble is the Chief Executive Officer with regard to
Diamond's assets, the Investment Manager may be deemed to beneficially own the
shares of Common Stock beneficially owned by Diamond. Because Kent W. Trumble is
a stockholder of Diamond, he may be deemed to beneficially own the shares of
Common Stock deemed beneficially owned by the Investment Manager. Kent W.
Trumbul disclaims beneficial ownership of the Common Stock beneficially owned by
Diamond except to the extent of their actual individual pecuniary interest
therein.
Based upon the information contained in the Issuer's Form 10-Q for the
quarter ended February 28, 2003 that there were 19,841,893 shares of Common
Stock issued and outstanding as of February 28, 2003 in addition the company
issued an additional 6,297,762 for a total of 26,239,655, each Reporting Person
owns or may be deemed to own 20% of the outstanding shares of Common Stock.
Except as set forth above, none of the Reporting Persons beneficially owns
any shares of Common Stock.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Except as described in Items 3 and Item 5 of this Schedule 13D, none of the
Reporting Persons has any contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any securities of the
Issuer, including, but not limited to, the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or Losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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: August 4, 2003 DIAMOND RIDGE ADVISORS, Inc.
By: DIAMOND RIDGE ADVISORS, INC.
By: /s/ Kent W. Trumble
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Kent W. Trumble
Chief Executive Officer |
