UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COLORADO WYOMING RESERVE COMPANY
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
628652109
(CUSIP Number)
Kim M. Fuerst With copies to:
President and Patricia M. Mitchell, Esq.
Chief Executive Officer Davis, Graham & Stubbs LLP
c/o Trinity Petroleum Management, LLC 370 17th Street, Suite 4700
1801 Broadway, Suite 600 Denver, Colorado 80202
Denver, CO 80202 (303) 892-9400
(303) 296-1908
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MAY 28, 1999
(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 o.
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. 628652109 SCHEDULE 13D Page 2 of 5 pages
----------- --- ---
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1 NAME OF REPORTING PERSONS S.S. OR
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Faisal Chaudhary
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable - (See Items 3 and 4)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 612,500 (See Item 5.)
------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 612,500 (See Item 5.)
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
612,500 (See Item 5.)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 5.9%, based upon 9,767,694 shares of Common Stock
outstanding as of the date hereof, and giving effect to the 500,000
shares issuable upon exercise of stock options.
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE>
Colorado Wyoming Reserve Company Page 3 of 5 Pages
Amendment No. 2 to SCHEDULE 13D June 7, 19899
ITEM 1. SECURITY AND ISSUER.
Shares of Common Stock, par value $.01 per share (the "Shares") of:
Colorado Wyoming Reserve Company
c/o Trinity Petroleum Management Company, LLC
1801 Broadway, Suite 600
Denver, Colorado 80202
(303) 296-7908
The names and addresses of the principal executive officers of the
Company are as follows:
Name Title Address
---- ----- -------
Kim M. Fuerst President, Treasurer, 1801 Broadway, Ste 600
CEO & CFO Denver, CO 80202
Faisal Chaudhary Secretary 151 Toby Lane
Anaheim Hills, CA 92807
ITEM 2. IDENTITY AND BACKGROUND.
(a) Faisal Chaudhary
(b) 151 Toby Lane, Anaheim Hills, California 92807
(c) Secretary and Director of Issuer.
(d) Mr. Chaudhary has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Chaudhary has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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.
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable. No shares were acquired by Mr. Chaudhary.
<PAGE>
Colorado Wyoming Reserve Company Page 4 of 5 Pages
Amendment No. 2 to SCHEDULE 13D June 7, 1999
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment Number 2 to Schedule 13D is being filed to report a
material decrease in Mr. Chaudhary's equity position in the Company solely as a
result of the issuance by the Company of 7,060,000 Shares in connection with the
closing of a private placement of common stock on May 28, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Mr. Chaudhary beneficially owns 612,500 Shares, which includes
stock options to purchase 500,000 Shares, presently exercisable at
$0.10 per Share. Mr. Chaudhary's beneficial ownership represents
approximately 5.9 percent of the Company's Shares. Mr. Chaudhary has
sole voting and dispositive power over such Shares.
(c) Mr. Chaudhary has not been involved in any Share transactions during
the last sixty days.
(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, any Shares.
(e) Mr. Chaudhary continues to be the beneficial owner of more than five
percent of the Company's Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
between Mr. Chaudhary and any other person with respect to any securities of the
Company other than the Option Agreement previously disclosed in the original 13D
filing for Mr. Chaudhary.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
<PAGE>
Colorado Wyoming Reserve Company Page 5 of 5 Pages
Amendment No. 2 to SCHEDULE 13D June 7, 1999
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 June 7, 1999 /s/ Faisal Chaudhary
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Faisal Chaudhary
Secretary and Director
