Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
HOUSTON OPERATING COMPANY
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
442287108
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(CUSIP Number)
LITTLEHAMPTON INVESTMENTS LLC
1365 York Avenue, 28B
New York, NY 10021
Phone: (212) 717-1454
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 30,2004
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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 which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), 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).
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SCHEDULE 13D
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Little Hampton Investments LLC
11-3716572
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
Working Capital
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5 CHECK BOX 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
Delaware
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7 SOLE VOTING POWER
7,030,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY ----------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 7,030,000
WITH ----------------------------------------
10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
Little Hampton Investments LLC - 7,030,000
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12 CHECK THIS BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER
This schedule related to the acquisition of beneficial ownership of Common
Stock of Houston Operating Company (hereinafter the "Company", whose principal
place of business is located C/o Steven L. Siskind, 645 Fifth Avenue, New York,
NY 10021, of which Reporting Person purchased 7,030,000 shares of Common Stock
from shareholder Speed Action Ltd. on November 30, 2004.
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ITEM 2. IDENTITY AND BACKGROUND
1.
(a) Little Hampton Investments LLC
The following person is the Officer, Principal Shareholder and
Director of Little Hampton Investments LLC. Little Hampton Investments
LLC is beneficially owned by Michael Millon - President and Director,
and is his investment operating entity.
Michael Millon, Managing Partner, Founder
Since its inception in 1996, Michael Millon has been the Manager of
Littlehampton Investments, LLC, as well as of Macrocom Investors, LLC
started in 1995. Both companies were formed to engage in a broad range
of venture capital investing activities, including without limitation,
investments in publicly traded securities, private placements, term
notes, bridge loans, mortgages, options, warrants, leases, real estate
and tangible personal property.
Prior to becoming a venture capitalist, Mr. Millon has been involved
in commodities trading as President of Megatrade, Inc., as well as
General Manager of Cofinpar and Marketing Director of Tradex and
Staroil in Paris, France. From 1983 to 1995 Michael Millon has been
President of Trade Advisory Services and Regional Vice President of
Trade Insurance Services, wholly-owned subsidiaries of Intercargo
Corporation (NASDAQ: ICAR), a leading provider of specialized
insurance products and risk management services for companies involved
in international trade. Over the years, as a venture capitalist, Mr.
Millon has participated in a number of investment transactions in
publicly traded companies
(b) 1365 York Avenue, 28B
New York, NY 10021
(c) Occupation: Capital formation firm
(d) The reporting person nor its officers, directors, or principals have
not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations.)
(e) The reporting person has not, during the last five years, been subject
to or party to a civil proceeding regarding any violation of state or
federal securities laws, nor has any judgment, decree, or order of any
type been entered against reporting person.
(f) Citizenship USA/Delaware LLC
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Working Capital
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ITEM 4. PURPOSE OF TRANSACTION
The Reporting Entity purchased the securities, as a change in control of
the Company on November 30, 2004.
The ownership which is the subject of this Schedule was acquired by Reporting
Person for the purpose of allowing the shareholders of Littlehampton Investment
LLC to acquire control of the Company. Other than the transaction for which this
report is filed, Reporting Person has no further plans which relate to or would
result in any of the following, except as set forth below:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company except that a Share Exchange
Agreement with the shareholders of Net Fabric, Inc. a Delaware corporation is
being negotiated through Reporting Person.
(b) A transaction involving a Share Exchange Agreement with the
shareholders of NetFabric, Inc. a Delaware corporation is being negotiated
thrugh Reporting Person.
(c) A sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
(d) New Directors, Wesley Whiting and Redgie Green have been appointed.
Pre-existing directors, Chin Sin Low and Florence Mei Fong Choong have resigned
subject to a 14f Notice to Shareholders being mailed.
Page 5
(e) Any material change in the present capitalization or dividend policy of
the Issuer; except that reporting party intends to implement a reverse split in
the future.
(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 or control of the
Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter/dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of the filing of this Schedule, Reporting Person is
deemed to beneficially own 7,030,000 shares of Common Stock of the Company,
representing 90% of the issued and outstanding Common Stock. Prior to the share
exchange transaction, Reporting Person owned no shares of registrant.
7,030,000 are held by Little Hampton Investments LLC of which Michael
Millon is beneficial owner, as the Manager.
Aggregate number of options owned: 0
Percent of outstanding options owned: 0%
(b) Sole Power of voting for Reporting Entity:
7,030,000
(c) Transactions in securities in the past
60 days for Reporting Person: 0
(d) No other person is known to have power to direct receipt of dividends
from, or proceeds from sale of such securities.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Other than as contained in the Share Purchase Agreement and the proposed
Share Exchange Agreement being negotiated with Net Fabric, Inc. as discussed in
4(b) above, there are no contracts, arrangements, understandings or
relationships with respect to securities of the issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 10.1 - Share Purchase Agreement
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief, we
certify that the information as set forth in this statement is true, complete
and correct.
Dated: December 8, 2004
Little Hampton Investments LLC
/s/Michael Millon
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Michael Millon, President
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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