UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _)*
Camera Platforms International, Inc.
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(Name of Issuer)
Common Stock, par value $0.0005 per share
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(Title of Class of Securities)
133255-10-9
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(CUSIP Number)
Michael P. Traba
3836 North Keeler Avenue
Chicago, Illinois 60641-3021
(773) 777-9807
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 12, 1998
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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 schedule because of Rule 13d-1(b)(3) or (4), check
the following box / /.
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).
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SCHEDULE 13D
CUSIP No. 133255-10-9 Page 2 of 5 Pages
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) / /
(b) /X/
3. SEC USE ONLY
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4. SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
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5. IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED
PURSUANT TO EITHER ITEMS 2(d) OR 2(e) OF SCHEDULE 13D, ROW 5
SHOULD BE CHECKED.
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES
BENEFICIALLY 664,000
OWNED BY ----------------------------------------
EACH 8. SHARED VOTING POWER
REPORTING
PERSON WITH 0
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9. SOLE DISPOSITIVE POWER
664,000
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
664,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS) / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
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14. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $0.0005 per
share ("Common Stock"), of Camera Platforms International, Inc., a
Delaware corporation (the "Issuer"). The address of the principal
executive office of the Issuer is 10909 Vanowen Street, North
Hollywood, California 91605.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed on behalf of Michael P. Traba. The principal
occupation of Mr. Traba is engaging in general business consulting and
investment banking activities conducted under the name Financial
Associates. The business address of Mr. Traba is 3836 North Keeler
Avenue, Chicago, Illinois 60641-3021. Mr. Traba is a United States
citizen. During the last five years, Mr. Traba has not been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceedings 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
On January 12, 1998, Mr. Traba made a loan to the Issuer in the
principal amount of $150,000 pursuant to a convertible promissory note
("Note"). The principal amount the Note is convertible into up to
600,000 shares of the Common Stock upon the election of Mr. Traba
pursuant to fifteen days' prior written notice to the Issuer. Mr.
Traba obtained the $150,000 to make the loan to the Issuer by
borrowing such amount from a margined brokerage account that he
maintains with Merrill Lynch & Co. Prior to January 12, 1998, Mr.
Traba purchased 64,000 shares of Common Stock in open market
purchases, using personal funds.
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ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock of which Mr. Traba is deemed to have
acquired beneficial ownership of on January 12, 1998 were acquired for
investment purposes. Based on continuing evaluation of the Issuer's
businesses and prospects, alternative investment opportunities and all
other factors deemed relevant, additional shares of the Common Stock
may be acquired in the open market or in privately negotiated
transactions, or some or all of the shares of the Common Stock may be
sold. In addition, Eagle Acquisitions, L.L.C., a Delaware limited
liability company of which Mr. Traba is a 50% member, is engaged in
discussions with the Issuer with respect to potential acquisitions of
securities of the Issuer, although as of the date hereof there is no
agreement or understanding with the Issuer with respect thereto.
ITEM 5. INTEREST AND SECURITIES OF THE ISSUER
As of the date of this Schedule 13D, Mr. Traba is deemed to
beneficially own 664,000 shares of the Common Stock which is
approximately 5.1% of the outstanding shares of the Common Stock,
assuming the conversions of the Note into 600,000 shares of Common
Stock.
Mr. Traba has the sole power to vote and the sole power to dispose of
664,000 shares of Common Stock beneficially owned by him.
On January 12, 1998, Mr. Traba made a loan to the Issuer in the
principal amount of $150,000 pursuant to the Note. The principal
amount the Note is convertible into up to 600,000 shares of the Common
Stock upon the election of Mr. Traba pursuant to fifteen days' prior
written notice to the Issuer.
No other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the Common
Stock beneficially owned by Mr. Traba.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
In connection with the $150,000 loan referred to above, Mr. Traba has
entered into a Rights Agreement with the Issuer dated as of January
12, 1998, pursuant to which the Issuer granted Mr. Traba certain
piggyback registration rights with respect to Common Stock that may be
acquired by Mr. Traba upon conversion of the Note.
On January 18, 1998, Mr. Traba reached an understanding with the
individual who is the other 50% member of Eagle Acquisitions, L.L.C.
to sell fifty percent of Mr. Traba's interest in the Note to such
individual.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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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 as of the 21st day of January, 1998.
/s/ Michael P. Traba
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Michael P. Traba
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