UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
American Community Newspapers Inc. (formerly Courtside Acquisition Corp.)
(Name of Issuer)
Common Stock, $0.0001 Par Value
(Title of Class of Securities)
22274N102
(CUSIP Number)
June 27, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o Rule 13d-1(b) |
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x Rule 13d-1(c) |
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o 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. 22274N102 13G
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Woodland Partners
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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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York | ||
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Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
SOLE VOTING POWER 500 shares | |
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6 |
SHARED VOTING POWER 0 shares | ||
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7 |
SOLE DISPOSITIVE POWER 500 shares | ||
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8 |
SHARED DISPOSITIVE POWER 0 shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 500 shares
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) .003% | ||
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 22274N102 13G
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Barry Rubenstein
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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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
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Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
SOLE VOTING POWER 1,434,600 shares | |
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6 |
SHARED VOTING POWER 1,548,764 shares | ||
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7 |
SOLE DISPOSITIVE POWER 1,434,600 shares | ||
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8 |
SHARED DISPOSITIVE POWER 1,548,764 shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,983,364 shares
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.8%
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 22274N102 13G
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Marilyn Rubenstein
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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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States | ||
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Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
SOLE VOTING POWER 0 shares | |
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6 |
SHARED VOTING POWER 1,548,764 shares | ||
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7 |
SOLE DISPOSITIVE POWER 0 shares | ||
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8 |
SHARED DISPOSITIVE POWER 1,548,764 shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,548,764 shares
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.0%
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 22274N102 13G
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Woodland Venture Fund
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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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York |
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Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
SOLE VOTING POWER 849,532 shares |
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6 |
SHARED VOTING POWER 0 shares |
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7 |
SOLE DISPOSITIVE POWER 849,532 shares |
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8 |
SHARED DISPOSITIVE POWER 0 shares |
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 849,532 shares
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 22274N102 13G
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Seneca Ventures
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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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York | ||
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Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
SOLE VOTING POWER 679,532 shares | |
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6 |
SHARED VOTING POWER 0 shares | ||
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7 |
SOLE DISPOSITIVE POWER 679,532 shares | ||
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8 |
SHARED DISPOSITIVE POWER 0 shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 679,532 shares
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.0%
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No. 22274N102 13G
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1 |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Woodland Services Corp.
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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 |
CITIZENSHIP OR PLACE OF ORGANIZATION
New York | ||
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Number of Shares Beneficially Owned By Each Reporting Person With |
5 |
SOLE VOTING POWER 0 shares | |
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6 |
SHARED VOTING POWER 1,529,064 shares | ||
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7 |
SOLE DISPOSITIVE POWER 0 shares | ||
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8 |
SHARED DISPOSITIVE POWER 1,529,064 shares | ||
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,529,064 shares
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||
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11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.9%
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12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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| Item 1. | ||
| (a) | Name of Issuer: | |
| American Community Newspapers Inc. (formerly Courtside Acquisition Corp.) | ||
| (b) | Address of Issuer’s Principal Executive Offices: | |
| 14875 Landmark Boulevard Suite 110 Addison, Texas 75254 |
||
| Item 2. | ||||
| 1. | (a) | Name of Person Filing: | Woodland Partners | |
| (b) | Address of Principal Business Office, or, if none, Residence: | 68 Wheatley Road | ||
| Brookville, New York 11545 | ||||
| (c) | Place of Organization: | New York | ||
| (d) | Title of Class of Securities: | Common Stock, $0.0001 par value per share | ||
| (e) | CUSIP Number: | 22274N102 | ||
| 2. | (a) | Name of Person Filing: | Barry Rubenstein | |
| (b) | Address of Principal Business Office, or, if none, Residence: | 68 Wheatley Road | ||
| Brookville, New York 11545 | ||||
| (c) | Citizenship: | United States | ||
| (d) | Title of Class of Securities: | Common Stock, $0.0001 par value per share | ||
| (e) | CUSIP Number: | 22274N102 | ||
| 3. | (a) | Name of Person Filing: | Marilyn Rubenstein | |
| (b) | Address of Principal Business Office, or, if none, Residence: | 68 Wheatley Road | ||
| Brookville, New York 11545 | ||||
| (c) | Citizenship: | United States | ||
| (d) | Title of Class of Securities: | Common Stock, $0.0001 par value per share | ||
| (e) | CUSIP Number: | 22274N102 | ||
| 4. | (a) | Name of Person Filing: | Woodland Venture Fund | |
| (b) | Address of Principal Business Office, or, if none, Residence: | 68 Wheatley Road | ||
| Brookville, New York 11545 | ||||
| (c) | Place of Organization: | New York | ||
| (d) | Title of Class of Securities: | Common Stock, $0.0001 par value per share | ||
| (e) | CUSIP Number: | 22274N102 | ||
| 5. | (a) | Name of Person Filing: | Seneca Ventures | ||
| (b) | Address of Principal Business Office, or, if none, Residence: | 68 Wheatley Road | |||
| Brookville, New York 11545 | |||||
| (c) | Place of Organization: | New York | |||
| (d) | Title of Class of Securities: | Common Stock, $0.0001 par value per share | |||
| (e) | CUSIP Number: | 22274N102 | |||
| 6. | (a) | Name of Person Filing: | Woodland Services Corp. | ||
| (b) | Address of Principal Business Office, or, if none, Residence: | 68 Wheatley Road | |||
| Brookville, New York 11545 | |||||
| (c) | Place of Organization: | New York | |||
| (d) | Title of Class of Securities: | Common Stock, $0.0001 par value per share | |||
| (e) | CUSIP Number: | 22274N102 | |||
| Item 3. | If this statement is filed pursuant to §240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C.78o). | |||
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |||
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |||
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |||
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |||
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |||
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |||
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |||
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |||
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |||
| Item 4. | Ownership. | ||||
| On July 2, 2007, the Issuer announced the completion of its asset purchase agreement of American Community Newspapers LLC. The percentages of beneficial ownership shown below are based on 16,800,000 shares of Common Stock outstanding as of May 9, 2007, as reported in the Issuer’s | |||||
quarterly report on Form 10-Q for the period ended March 31, 2007, plus the shares of Common Stock issuable upon the exercise of the Warrants.
The following includes securities of the Issuer held by the reporting persons as of July 2, 2007.
| 1. | Woodland Partners: | ||
| (a) | Amount Beneficially Owned: 5001 shares. | ||
| (b) | Percent of Class: .003% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: 5001 shares. | ||
| (ii) | shared power to vote or to direct the vote: 0 shares. | ||
| (iii) | sole power to dispose or to direct the disposition of: 5001 shares. | ||
| (iv) | shared power to dispose or to direct the disposition of: 0 shares. | ||
| 2. | Barry Rubenstein: | ||
| (a) | Amount Beneficially Owned: 2,983,3641,2,3,4,5,6,7,8,9 shares. Barry Rubenstein is a general partner of Seneca Ventures, Woodland Venture Fund and Woodland Partners, and an officer and director of Woodland Services Corp. Mr. Rubenstein is the husband of Marilyn Rubenstein. | ||
| (b) | Percent of Class: 16.8% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: 1,434,6002,3 shares. | ||
| (ii) | shared power to vote or to direct the vote: 1,548,7641,4,5,6,7,8,9 shares. | ||
| (iii) | sole power to dispose or to direct the disposition of: 1,434,6002,3 shares. | ||
| (iv) | shared power to dispose or to direct the disposition of: 1,548,7641,4,5,6,7,8,9 shares. | ||
| 3. | Marilyn Rubenstein: | ||
| (a) | Amount Beneficially Owned: 1,548,7641,4,5,6,7,8,9 Marilyn Rubenstein is a general partner of Woodland Partners, and an officer of Woodland Services Corp. Marilyn Rubenstein is the wife of Barry Rubenstein. | ||
| (b) | Percent of Class: 9.0% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: 0 shares. | ||
| (ii) | shared power to vote or to direct the vote: 1,548,7641,4,5,6,7,8,9 shares. | ||
| (iii) | sole power to dispose or to direct the disposition of: 0 shares. | ||
1 Includes
500 shares of Common Stock owned by Woodland Partners.
2 Includes
750,000 shares of Common Stock held by the Barry Rubenstein Rollover IRA
account.
3 Includes
684,600 shares of Common Stock issuable upon the exercise of the Warrants
held by the Barry Rubenstein Rollover IRA account.
4 Includes
19,200 shares of Common Stock held in a joint account by Barry Rubenstein
and Marilyn Rubenstein.
5 Includes
691,532 shares of Common Stock owned by Woodland Venture Fund.
6 Includes
158,000 shares of Common Stock issuable upon the exercise of the Warrants
held by Woodland Venture Fund.
7 Includes
521,532 shares of Common Stock owned by Seneca Ventures.
8 Includes
158,000 shares of Common Stock issuable upon the exercise of the Warrants
held by Seneca Ventures.
9 The
reporting person disclaims beneficial ownership of these securities except
to the extent of his/her/its equity interest therein.
| (iv) | shared power to dispose or to direct the disposition of: 1,548,7641,4,5,6,7,8,9 shares. | ||
| 4. | Woodland Venture Fund: | ||
| (a) | Amount Beneficially Owned: 849,5325,6 shares. | ||
| (b) | Percent of Class: 5.0% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: 849,5325,6 shares. | ||
| (ii) | shared power to vote or to direct the vote: 0 shares. | ||
| (iii) | sole power to dispose or to direct the disposition of: 849,5325,6 shares. | ||
| (iv) | shared power to dispose or to direct the disposition of: 0 shares. | ||
| 5 | Seneca Ventures: | ||
| (a) | Amount Beneficially Owned: 679,5327,8 shares. | ||
| (b) | Percent of Class: 4.0% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: 679,5327,8 shares. | ||
| (ii) | shared power to vote or to direct the vote: 0 shares | ||
| (iii) | sole power to dispose or to direct the disposition of: 679,5327,8 shares. | ||
| (iv) | shared power to dispose or to direct the disposition of: 0 shares. | ||
| 6. | Woodland Services Corp.: | ||
| (a) | Amount Beneficially Owned: 1,529,0645,6,7,8,9 shares. Woodland Services Corp. is a general partner of Seneca Ventures and Woodland Venture Fund. | ||
| (b) | Percent of Class: 8.9% | ||
| (c) | Number of shares as to which such person has: | ||
| (i) | sole power to vote or to direct the vote: 0 shares. | ||
| (ii) | shared power to vote or to direct the vote: 1,529,0645,6,7,8,9 shares. | ||
| (iii) | sole power to dispose or to direct the disposition of: 0 shares. | ||
| (iv) | shared power to dispose or to direct the disposition of: 1,529,0645,6,7,8,9 shares. | ||
Exhibit A, Joint Filing Agreement, was previously filed with the Schedule 13G, dated June 1, 2007.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. o
Instruction: Dissolution of a group requires a response to this item.
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 each party certifies that, to the best of his/her/its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect 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 their knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Dated: July 10, 2007
| WOODLAND PARTNERS | ||
| By: | /s/ Barry Rubenstein | |
| Barry Rubenstein, a General Partner | ||
| WOODLAND VENTURE FUND | ||
| By: | /s/ Barry Rubenstein | |
| Barry Rubenstein, a General Partner | ||
| SENECA VENTURES | ||
| By: | /s/ Barry Rubenstein | |
| Barry Rubenstein, a General Partner | ||
| WOODLAND SERVICES CORP. | ||
| By: | /s/ Barry Rubenstein | |
| Barry Rubenstein, President | ||
| /s/ Barry Rubenstein | ||
| Barry Rubenstein | ||
| /s/ Marilyn Rubenstein | ||
| Marilyn Rubenstein | ||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)