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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. - ________)*
Sentex SENSing Technologies, Inc.
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(Name of Issuer)
Restricted Shares 144
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(Title of Class of Securities)
8817268 10 5
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(CUSIP Number)
1st Mangement Finance, Inc., Henrik Rubinstein, Craigmuir Chambers;
P.O. Box 71; Road Town, Tortola; British Virgin Islands
email: hr@1stmf.com, tel.: +49 172 8985100
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
09/27/2006
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(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 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 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
(ct) 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).
Persons who respond to the collection of information
contained in this form are not required to respond unless
the form displays a currently valid OMB control number.
CUSIP No. 8817268 10 5
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
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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. Source of Funds (See Instructions)
Exchange of contarctual obligations, Working Capital
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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
Tortola, British Virgin Islands
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7. Sole Voting Power 69,082,924
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Number of 8. Shared Voting Power 69,082,924
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Shares Bene- 9. Sole Dispositive Power 0
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ficially Owned 10. Shared Dispositive Power 69,082,924
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
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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)
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14. Type of Reporting Person (See Instructions)
Parent Holding Company/Control Person
Instructions for Cover Page
(1) Names and I.R.S. Identification Numbers of Reporting Persons -- Furnish
the full legal name of each person for whom the report is filed - i.e.,
each person required to sign the schedule itself - including each member
of a group. Do not include the name of a person required to be identified
in the report but who is not a reporting person. Reporting persons that
are entities are also requested to furnish their I.R.S. identification
numbers, although disclosure of such numbers is voluntary, not mandatory
(see PECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank. 2
2
(4) Classify the source of funds or other consideration used or to be used
in making purchases as required to be disclosed pursuant to Item 3 of
Schedule 13D and insert the appropriate symbol (or symbols if more than
one is necessary) in row (4):
Category of Source Symbol
Subject Company (Company whose securities are being acquired) SC
Bank BK
Affiliate (of reporting person) AF
Working Capital (of reporting person) WC
Personal Funds (of reporting person) PF
Other OO
(5) If disclosure of legal proceedings or actions is required pursuant to
either Items 2(d) or 2(e) of Schedule 13D, row 5 should be checked.
(6) Citizenship or Place of Organization - Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of
organization. (See Item 2 of Schedule 13D.)
(7) -(11), (13) Aggregate Amount Beneficially Owned by Each Reporting
Person, etc. -- Rows (7) through (11) inclusive, and (13) are to be
completed in accordance with the provisions of Item 5 of Schedule 13D.
All percentages are to be rounded off to nearest tenth (one place after
decimal point).
(12) Check if the aggregate amount reported as beneficially owned in row (11)
does not include shares which the reporting person discloses in the
report but as to which beneficial ownership is disclaimed pursuant to
Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(14) Type of Reporting Person -- Please classify each ~eporting person~
according to the following breakdown and place the appropriate symbol
(or symbols, i.e., if more than one is applicable, insert all applicable
symbols) on the form:
Category Symbol
Broker-Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Notes:
Attach as many copies of the second part of the cover page as are
needed, one reporting person per page.
Filing persons may, in order to avoid unnecessary duplication, answer
items on the schedules (Schedule 13D, 13G or 14D-1) by appropriate cross
references to an item or items on the cover page(s). This approach may
only be used where the cover page item or items provide all the
disclosure required by the schedule item. Moreover, such a use of a
cover page item will result in the item becoming a part of the schedule
and accordingly being considered as ~iled~ for purposes of Section 18 of
the Securities Exchange Act or otherwise subject to the liabilities of
that section of the Act.
Reporting persons may comply with their cover page filing requirements
by filing either completed copies of the blank forms available from the
Commission, printed or typed facsimiles, or computer printed facsimiles,
provided
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the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act
rules as to such matters as clarity and size (Securities Exchange Act
Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D
Under Sections 13(d) and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory,
except for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can
utilize it for a variety of purposes, including referral to other governmental
authorities or securities self-regulatory organizations for investigatory
purposes or in connection with litigation involving the Federal securities laws
or other civil, criminal or regulatory statutes or provisions. I.R.S.
identification numbers, if furnished, will assist the Commission in identifying
security holders and, therefore, in promptly processing statements of beneficial
ownership of securities.
Failure to disclose the information requested by this schedule, except
for I.R.S. identification numbers, may result in civil or criminal action
against the persons involved for violation of the Federal securities laws and
rules promulgated thereunder.
General Instructions
A. The item numbers and captions of the items shall be included but the
text of the items is to be omitted. The answers to the items shall be so
prepared as to indicate clearly the coverage of the items without
referring to the text of the items. Answer every item. If an item is
inapplicable or the answer is in the negative, so state.
B. Information contained in exhibits to the statements may be incorporated
by reference in answer or partial answer
to any item or sub-item of the statement unless it would render such
answer misleading, incomplete, unclear or confusing. Material
incorporated by reference shall be clearly identified in the reference
by page, paragraph, caption or otherwise. An express statement that the
specified matter is incorporated by reference shall be made at the
particular place in the statement where the information is required. A
copy of any information or a copy of the pertinent pages of a document
containing such information which is incorporated by reference shall be
submitted with this statement as an exhibit and shall be deemed to be
filed with the Commission for all purposes of the Act.
C. If the statement is filed by a general or limited partnership,
syndicate, or other group, the information called for by Items 2-6,
inclusive, shall be given with respect to (i) each partner of such
general partnership; (ii) each partner who is denominated as a
general partner or who functions as a general partner of such
limited partnership; (iii) each member of such syndicate or group;
and (iv) each person controlling such partner or member. If the
statement is filed by a corporation or if a person referred to in
(i), (ii), (iii) or (iv) of this Instruction is a corporation, the
information called for by the above mentioned items shall be given
with respect to (a) each executive officer and director of such
corporation; (b) each person controlling such corporation; and (c)
each executive officer and director of any corporation or other
person ultimately in control of such corporation.
Item 1. Security and Issuer
State the title of the class of equity securities to which this
statement relates and the name and address of the principal executive offices of
the issuer of such securities.
Item 2. Identity and Background
If the person filing this statement or any person enumerated in
Instruction C of this statement is a corporation, general partnership, limited
partnership, syndicate or other group of persons, state its name, the state or
other place of its 4
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organization, its principal business, the address of its principal office and
the information required by (d) and (e) of this Item. If the person filing this
statement or any person enumerated in Instruction C is a natural person, provide
the information specified in (a) through (f) of this Item with respect to such
person(s).
(a) Name;
(b) Residence or business address;
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted;
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition of
the case;
(e) Whether or not, during the last five years, such person was 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; and,
if so, identify and describe such proceedings and summarize the terms of
such judgment, decree or final order; and
(f) Citizenship.
Item 3. Source and Amount of Funds or Other Consideration
State the source and the amount of funds or other consideration used or
to be used in making the purchases, and if any part of the purchase price is or
will be represented by funds or other consideration borrowed or otherwise
obtained for the purpose of acquiring, holding, trading or voting the
securities, a description of the transaction and the names of the parties
thereto. Where material, such information should also be provided with respect
to prior acquisitions not previously reported pursuant to this regulation. If
the source of all or any part of the funds is a loan made in the ordinary course
of business by a bank, as defined in Section 3(a)(6) of the Act, the name of the
bank shall not be made available to the public if the person at the time of
filing the statement so requests in writing and files such request, naming such
bank, with the Secretary of the Commission. If the securities were acquired
other than by purchase, describe the method of acquisition.
Item 4. Purpose of Transaction
State the purpose or purposes of the acquisition of securities of the
issuer. Describe any plans or proposals which the reporting persons may have
which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by section
13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the issuer by any person;
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