SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
PTN Media, Inc.
(Name of Issuer)
Common Stock, par value $.001 per share,
(Title of Class of Securities)
69366H105
(CUSIP Number)
Peter Klamka, President
PTN Media, Inc.
313 North First St., Suite 8B
Ann Arbor, Michigan 48104
(734) 327-0579
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 18, 1998
(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
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
<PAGE>
CUSIP No.........69366H105 Page 2 of 4
Pages
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1) Name of Reporting Person.....................Peter Klamka
S.S. or I.R.S. Identification No. of Above Person.........38-339-9098
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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).....................PF
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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.........U.S.
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Number of (7) Sole Voting Power...........2,113,674
Shares Bene- -------------------------------------------------
ficially Owned (8) Shared Voting Power...............0
by Each Reporting -------------------------------------------------
Person With (9) Sole Dispositive Power......2,113,674
-------------------------------------------------
(10) Shared Dispositive Power..........0
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting
Person.......2,113,674
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions).........
- -------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row 11..69.49%
- -------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions).....IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Statement of Beneficial Ownership on Schedule 13D relates to the
Common Stock, par value $.001 per share (the "Common Stock") of PTN Media, Inc.,
a Delaware corporation (the "Issuer"), whose principal executive offices are
located at 313 North First St., Suite 8B, Ann Arbor, Michigan 48104.
Item 2. Identity and Background.
(a) Name: Peter Klamka
(b) Residence or business address: 313 North First St., Suite 8B, Ann
Arbor, Michigan 48104.
(c) Present principal occupation or employment and the name, principal
business and address or any corporation or other organization in which such
employment is conducted: Mr. Klamka's principal occupation is Chairman,
President, Chief Executive Officer and Secretary of the Issuer.
(d) Involvement in Certain Legal Proceedings. Not applicable.
(e) Party to a Civil Proceeding. Not applicable.
(f) Citizenship. U.S.
Item 3. Source and Amount of Funds or other Consideration.
On March 9, 1998, Peter Klamka acquired 2,097,008 shares of Common
Stock of the Issuer in exchange for an equal number of shares of Common Stock of
the Issuer's predecessor in connection with the merger of such predecessor with
and into the Issuer. In connection therewith, the Issuer became the assignee of
a promissory note from Mr. Klamka to the predecessor in the amount of $ 2,117.08
(a price of $.001 per share). Mr. Klamka has originally received 2,117,008
shares from the predecessor but had, in January 1998, made a gift of an
aggregate of 20,000 shares of the predecessor's common stock to two individuals.
Mr. Klamka has not yet paid the principal or any interest on the
above-referenced promissory note, which is currently in default. In March 1998,
the Company issued to Mr. Klamka 50,000 shares of Common Stock at a value of
$1.00 per share in respect of the payment of his annual salary for 1997. In
August 1998, as a result of conversations with the Securities and Exchange
Commission, Mr. Klamka agreed to a revaluation of such shares at $3.00 per share
and to forfeit and return to the Company two-thirds of such 50,000 or 33,334
shares, in consideration of his willingness to accommodate the Company in
consummating its initial public offering and other good and valuable
consideration.
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<PAGE>
Item 4. Purpose of Transaction.
The reporting person is not interested in, and has no plans or
proposals which relate to or would result in, the items described in Item
4(a)-(j). The purpose of the transaction described herein was private
investment.
Item 5. Interest in Securities of the Issuer.
(a) Reporting person owns an aggregate of 2,113,341 shares of Common
Stock, representing 69.49% of the outstanding shares of Common Stock.
(b) As to all shares indicated above, reporting person has sole power
to vote and to dispose or direct the disposition thereof.
(c) On March 9, 1998, Peter Klamka acquired 2,097,008 shares of Common
Stock of the Issuer in exchange for an equal number of shares of Common Stock of
the Issuer's predecessor in connection with the merger of such predecessor with
and into the Issuer. In connection therewith, the Issuer became the assignee of
a promissory note from Mr. Klamka to the predecessor in the amount of $ 2,117.08
(a price of $.001 per share). Mr. Klamka has originally received 2,117,008
shares from the predecessor but had, in January 1998, made a gift of an
aggregate of 20,000 shares of the predecessor's common stock to two individuals.
Mr. Klamka has not yet paid the principal or any interest on the
above-referenced promissory note, which is currently in default. In March 1998,
the Company issued to Mr. Klamka 50,000 shares of Common Stock at a value of
$1.00 per share in respect of the payment of his annual salary for 1997. In
August 1998, as a result of conversations with the Securities and Exchange
Commission, Mr. Klamka agreed to a revaluation of such shares at $3.00 per share
and to forfeit and return to the Company two-thirds of such 50,000 or 33,334
shares, in consideration of his willingness to accommodate the Company in
consummating its initial public offering and other good and valuable
consideration
(d) 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 of Common Stock disclosed herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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<PAGE>
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: 9/22/98
---------------------------------
/s/ Peter Klamka
---------------------------------
PETER KLAMKA
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