UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VOLU-SOL, INC.
--------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
928710 20 1
-----------------------------
(CUSIP Number)
Wilford G. Kirton, III
Chief Executive Officer
Volu-Sol, Inc.
5095 West 2100 South
Salt Lake City, Utah 84120
(801) 974-9474
------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 27, 2000
-----------------------------
(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 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 copies are to be sent. See Section 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 ("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).
1
<PAGE>
SCHEDULE 13D
CUSIP No. 928710 20 1
1 NAME OF REPORTING PERSONS.
James Dalton
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
-----------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER: 400,000
8 SHARED VOTING POWER: 0
9 SOLE DISPOSITIVE POWER: 400,000
10 SHARED DISPOSITIVE POWER: 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /_/
2
<PAGE>
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.36%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $0.0001 par value ("Shares"), of Volu-Sol, Inc., a Utah corporation
("Volu-Sol"). Volu-Sol's principal executive office is located at 5095 West 2100
South, Salt Lake City, Utah 84120.
Item 2. Identity and Background
The name and principal business and office address of the person filing
this Statement is James Dalton, P.O. Box 3621, Park City, Utah 84060.
During the last five years, Dalton has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors). During the
last five years, Dalton has not 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.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Subscription Agreement ("Subscription Agreement") by and
between Dalton and Volu-Sol, dated as of April 10, 2000, Dalton purchased
400,000 shares of voting capital stock of Volu-Sol for $1.00 per share (all
amounts have been adjusted for a 1:5 reverse split of Volu-Sol's common stock
effected April 28, 2000).
Item 4. Purpose of Transaction
Dalton acquired the shares of Volu-Sol as described in this report for
investment purposes. Dalton has also agreed to purchase approximately 2,550,000
additional shares of Volu-Sol convertible preferred stock from the issuer during
the next 12 months.
Except as provided in this Statement, in any exhibit hereto, or in any
amendment hereto, Dalton does not currently have any plans or proposals which
relate to or would result in (a) an acquisition by any person of additional
securities of Volu-Sol or the disposition of securities of Volu-Sol, (b) an
extraordinary corporate transaction involving Volu-Sol or any of its
subsidiaries, (c) a sale or transfer of a material amount of assets of Volu- Sol
or any of its subsidiaries, (d) any change in the present board or directors or
management of Volu-Sol, (e) any material change in the present capitalization or
dividend policy of Volu-Sol, (f) any other material change in Volu-Sol's
business or corporate structure, (g) changes in Volu-Sol's charter, bylaws or
<PAGE>
corresponding instruments or other actions that may impede the acquisition or
control of Volu-Sol by any person, (h) causing a class of securities of Volu-Sol
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 Volu-Sol becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Act, or (j) any action similar to the foregoing.
Item 5. Interest in Securities of the Issuer
Dalton beneficially owns an aggregate of 400,000 shares, which represents
approximately 16.36% of the shares of Volu-Sol deemed to be issued and
outstanding. Dalton has the sole power to vote or to dispose of all of such
shares.
Except as disclosed on this Statement, there was no other transaction in
the shares that was effected during the past 60 days or since the most recent
filing of Schedule 13D. No other person is known to have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Dalton is not a party to any agreement involving the voting of the shares.
Item 7. Exhibits
None.
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: July 5, 2000
/s/ James Dalton
---------------------
James Dalton
