THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 101(d) OF
REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )*
Full Tilt Sports, Inc. ("FTSX")
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
359680 10 5
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(CUSIP Number)
David J. Babiarz, Esq.
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Overton, Babiarz & Associates, P.C.
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7720 East Belleview Avenue, Ste. 200
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Englewood, CO 80111
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(303) 779-5900
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
4/01/99
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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 _____.
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CUSIP No. 359680 10 5
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1 Name of Reporting Person
Raymond E. McElhaney
2 Check the Appropriate Box if a Member of a Group a
b _____
3 SEC USE ONLY
4 Source of Funds *
N/A
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 of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 Sole Voting Power: 265,000
8 Shared Voting Power: 5,625
9 Sole Dispositive Power: 265,000
10 Shared Dispositive Power: 5,625
11 Aggregate Amount Beneficially Owned by Each Reporting Person: 270,625
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares * _
13 Percent of Class Represented by Amount in Row (11): 7.3%
14 Type of Reporting Person *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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ITEM 1: SECURITY AND ISSUER
This Schedule relates to the acquisition of beneficial ownership of
Common Stock, $.001 par value per share, of Full Tilt Sports, Inc.
(hereinafter the "Company"), whose principal place of business is located at
5525 Erindale Drive, Suite 200, Colorado Springs, Colorado 80918.
ITEM 2: IDENTITY AND BACKGROUND OF REPORTING PERSON
a. Name--Raymond E. McElhaney
b. Address--5525 Erindale Drive, Suite 200, Colorado Springs,
Colorado 80918
c. Occupation-- Mr. McElhaney is the president of MCM Capital
Management, Inc., a financial consulting and public relations
firm, and the president of Wallstreet Racing Stables, Inc., a
company engaged in all phases of the thoroughbred horse racing
industry. MCM and Wallstreet are located at 5525 Erindale Drive,
Suite 201, Colorado Springs, Colorado 80918.
d. During the past five years, Mr. McElhaney has not been
convicted in any criminal proceeding.
e. During the past five years, Mr. McElhaney has not been a party
to a civil proceeding before a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final
order enjoining future violation of, prohibiting or mandating
activities subject to, Federal or state securities laws.
f. Mr. McElhaney is a citizen of the United States of America.
Item 3: SOURCE OF FUNDS OR OTHER CONSIDERATION
Common Stock acquired by the Reporting Person and giving rise to the
filing of this Schedule was acquired in a single transaction with the
Company. On April 1, 1999, and in his capacity as a director of the Company,
the Reporting Person acquired a stock option to acquire 25,000 shares of
Common Stock. The option is exercisable immediately and until April 1, 2009
at the price of $1.50 per share. Accordingly, no cash was paid directly by
the Reporting Person in connection with the transaction.
Item 4: PURPOSE OF TRANSACTION
The ownership which is the subject of this Schedule was acquired by Mr.
McElhaney for the purpose of investment. Mr. McElhaney has no plan to effect
any transaction which would have the effect of, or result in, any of the
following:
a. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company; provided,
however that the Reporting Person may review his investment in the
Company from time to time and make adjustments in his holdings as
he deems appropriate;
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b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; provided, however, that in his capacity as a director
of the Company, Mr. McElhaney will review opportunities which come
to his attention and act as he deems in the best interest of the
shareholders;
c. A sale or transfer of a material amount of assets of the
Company or of any of its subsidiaries;
d. 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 vacancies on the
board;
e. Any material change in the present capitalization or dividend
policy of the Company;
f. Any other material change in the Company's business or
corporate structure, including but not limited to, if the Company
is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940;
g. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
h. Causing a class of securities of the Company 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 the Company become eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
j. Any action similar to any of those enumerated above.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
a. As of the date of the filing of this Schedule, Mr. McElhaney
is deemed to beneficially own 270,625 shares of Common Stock of the
Company. Such amount includes 240,000 shares of Common Stock owned
directly by the Reporting Person, 5,625 shares of Common Stock owned
indirectly by him through a corporation in which he is a director and
principal shareholder and 25,000 shares underlying the option
described in Item 3 above. The Reporting Person's beneficial
ownership represents 7.3% of the issued and outstanding Common Stock
of the Company as of the date of this Schedule.
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b. Mr. McElhaney has the sole power to vote and dispose of
265,000 shares of Common Stock and shares voting and dispositive
power over 5,625 shares of Common Stock of the Company.
c. Effective April 1, 1999, the Reporting Person acquired a stock
option from the Company for an aggregate of 25,000 shares of Common
Stock. The option is exercisable immediately and until April 1, 2009
at the price of $1.50 per share. The Common Stock acquired in this
transaction, added to the Common Stock previously owned by the
Reporting Person, gives rise to the beneficial ownership reported in
this Schedule. The acquisition giving rise to this Schedule was a
private transaction between the Reporting Person and the Company.
d. Not applicable.
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
There is no material required to be filed as exhibits to this Schedule.
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the Statement to Schedule 13D is
true, correct and complete.
/s/ Raymond E. McElhaney Date: January 26, 2000
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Raymond E. McElhaney
