OAK BROOK CAPITAL III INC
SC 13D, 2000-05-10
BLANK CHECKS
Previous: OAK BROOK CAPITAL III INC, 5, 2000-05-10
Next: NEON SYSTEMS INC, 4, 2000-05-10




                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                SCHEDULE 13D

                  UNDER THE SECURITIES EXCHANGE ACT OF 1934


                          OAK BROOK CAPITAL III, INC.
                               (Name of Issuer)


                                 COMMON STOCK
                       (Title of Class of Securities)


                                    N/A
                               (CUSIP Number)

                            Nadeau & Simmons, P.C.
                           1250 Turks Head Building
                             Providence, RI  02903
                                (401) 272-5800

                (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                               April, 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 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 the statement |_|.
(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 five
percent or less 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.  N/A                13D


- -------------------------------------------------------------------------------


1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     MARK T. THATCHER

     GERARD M. WERNER


- -------------------------------------------------------------------------------

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a) |   |
                                                                  (b) |   |


- -------------------------------------------------------------------------------


3    SEC USE ONLY


- -------------------------------------------------------------------------------


4    SOURCE OF FUNDS

     PF   The funds for the shares purchased by each person listed in
          Section 1 were drawn from the personal funds of the individuals listed
          in Section 1.

 -------------------------------------------------------------------------------


5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                      |_|


- -------------------------------------------------------------------------------


6    CITIZENSHIP OR PLACE OF ORGANIZATION

     USA  (All persons listed in Section 1 are United States Citizens)


<PAGE>
- ----------------------------------------------------------------------------
                       7    SOLE VOTING POWER

     NUMBER OF
                            MARK T. THATCHER        GERARD M. WERNER
                            5,449,250               5,449,250
      SHARES
                       -----------------------------------------------------
                       8    SHARED VOTING POWER
BENEFICIALLY OWNED BY       0
                       -----------------------------------------------------
                       9    SOLE DISPOSITIVE POWER

     EACH                   MARK T. THATCHER    GERARD M. WERNER
                            5,449,250           5,449,250
   REPORTING

  PERSON WITH
                       -------------------------------------------------
                       10   SHARED DISPOSITIVE POWER
                            0
- -------------------------------------------------------------------------------


11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON

     MARK T. THATCHER       GERARD M. WERNER
     5,449,250              5,449,250

     TOTAL:  10,898,500

- -------------------------------------------------------------------------------


12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES*
                                                                      |  |

- -------------------------------------------------------------------------------


13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     MARK T. THATCHER        GERARD M. WERNER
     50.0%                   50.0%

- -------------------------------------------------------------------------------


14   TYPE OF REPORTING PERSON*

     IN  (Each person listed in Section 1 is an individual)
- -------------------------------------------------------------------------------


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>


ITEM 1.  SECURITY AND ISSUER

This Statement relates to the Common Stock of Oak Brook Capital III, Inc.,
a Colorado corporation (the "Company" or "Issuer"), which has its principal
corporate offices at 1250 Turks Head Building, Providence, Rhode Island 02903.


ITEM 2.  IDENTITY AND BACKGROUND

     (a) This Statement is being filed by Mark T. Thatcher and Gerard M. Werner
(the "Shareholders").

     (b) The business address of the Shareholders is c/o Nadeau & Simmons, P.C.
1250 Turks Head Building, Providence, Rhode Island 02903

     (c) The present principal occupation or employment of the
Shareholders are as set forth below:

     Mark T. Thatcher        Attorney

     Gerard M. Werner        Attorney

The following table sets forth the membership of the Shareholders and
ownership of their Leapfrog Smart Products, Inc. common stock:

Beneficial Ownership.

Mark T. Thatcher                     5,449,250             50.0%
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903

Gerard M. Werner                     5,449,250             50.0%
C/O Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903

<PAGE>

     (d) During the last five years, the Shareholders have not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).

     (e) During the last five years, the Shareholders, have not been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction.

     (f) The Shareholders are all United States citizens.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS

The Shareholders hold 9,670,500 of the securities described herein in pursuant
to the Stock Purchase Agreement attached as Exhibit 2.1 of the Registrant's
Form 8-K filed with the Securities and Exchange Commission ("SEC") on
April 17, 2000 and incorporated herein by reference.


ITEM 4.  PURPOSE OF TRANSACTION

The Shareholder hold the Common Stock as affiliates and officers of
the Registrant.

     (a) The Shareholders may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.

     (b) The Shareholder do not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Company or any of its
subsidiaries.

<PAGE>

     (c) The Shareholders do not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries.

     (d) The Shareholders do not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.

     (e) The Shareholders do not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Company.

     (f) The Shareholders do not have any plans or proposals that relate
to or would result in any other material change in the Company's business or
corporate structure.

     (g) The Shareholders do not have any plans or proposals that relate
to or would result in changes in the Company's charter or bylaws or other
actions which may impede the acquisition of control of the Company by any
person.

     (h) The Shareholders do not have any plans or proposals that relate
to or would result in causing a class of securities of the Company to be
de-listed 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) The Shareholders do not have any plans or proposals that relate
to or would result in a class of equity securities of the Company becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.

     (j) The Shareholders do not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.

<PAGE>


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

The Shareholders beneficially owns the number of shares of Common Stock,
representing the percentages of the total issued and outstanding shares of
Common Stock set forth below.  The Shareholders have sole power to direct the
vote of these shares and sole power to direct the disposition of such shares.

     Mark T. Thatcher          5,449,250              50.0%
     Gerard M. Werner          5,449,250              50.0%

     (a) Number of Shares and Percentages of Common Stock Owned as of
the date of this filing:

Mark T. Thatcher                       5,449,250         50.0%
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903

Gerard M. Werner                       5,449,250         50.0%
C/O Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903

     (b) The Shareholders have the sole power to vote and to dispose of the
shares described herein.

     (c) Not applicable.

     (d) The Shareholders know of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.

<PAGE>

     (e) Not applicable.


ITEM 6.  CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
         SECURITIES OF THE ISSUER

The Shareholder beneficially owns the number of shares of Common Stock of the
Company, representing the percentages of the total issued and outstanding shares
of Common Stock of the Company set forth below.  The Shareholder has the
authority to vote or direct the vote of the Shareholder's shares of Common
Stock of the Company.

Dale Grogan            5,449,250             50.0%
William Campion        5,449,250             50.0%

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         Not Applicable


<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.


Dated:   May __, 2000


         /s/ Nadeau & Simmons, P.C.

         NADEAU & SIMMONS, P.C.,


         /s/ Mark T. Thatcher

         MARK T. THATCHER

         /s/ Gerard M. Werner

         GERARD M. WERNER




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission