<PAGE> 1
--------------------------
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: December 31, 1997
Estimated average burden
hours per response...14.90
--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
COTTON VALLEY RESOURCES CORPORATION
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
COMMON STOCK
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
221905-10-2
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
JOHN M. LIVIAKIS
2420 "K" St., Suite 220, Sacramento, CA 95816, (916) 448-6084
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 3, 1997
- --------------------------------------------------------------------------------
(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> 2
SCHEDULE 13D
CUSIP No. 221905-10-2 PAGE 2 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
68-0311399
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00, AF, WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
3,266,843
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,266,843
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,266,843
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*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.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 221905-10-2 PAGE 3 OF 6 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROBERT B. PRAG
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
250,000
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 250,000
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- --------------------------------------------------------------------------------
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.
<PAGE> 4
Page 4 of 6
3. Source and Amount of Funds or Other Consideration.
Pursuant to a Consulting Agreement (the "Consulting Agreement")
effective as of November 7, 1996 by and between the Corporation and Liviakis
Financial Communications, Inc. ("LFC"), the Corporation agreed to issue to LFC
an aggregate of 1,490,000 shares of the Corporation's Common Stock ("Common
Stock"), all of which have been issued.
The Consulting Agreement also (i) granted LFC the right, which LFC has
exercised in its entirety, to purchase 375,000 units ("Units"), each consisting
of one share of Common Stock and one stock purchase warrant (a "Warrant"),
entitling the holder thereof to acquire one share of Common Stock at an exercise
price of One Dollar and Ten Cents Canadian (CDN$1.10) during the period
commencing on January 2, 1998 and terminating on November 7, 1999, and (ii)
granted Robert B. Prag ("RBP") the right, which RBP has exercised in its
entirety, to purchase 125,000 Units.
Under the Consulting Agreement, LFC has performed and is to perform
certain investor communications, financial and investor public relations,
corporate finance and related services for the Corporation. Copies of the
Consulting Agreement and the form of certificate representing the Warrants are
attached to Schedule 13D, as amended, as Exhibits "1" and "2", respectively.
Through the filing of Amendment No. 2 to the Schedule 13D, LFC had
purchased 367,000 shares of Common Stock in open market transactions. Since the
filing of Amendment No. 2, LFC has purchased an additional 138,500 shares of
Common Stock in open market transactions, bringing the aggregate number of
shares so acquired to 505,500.
On June 30, 1997, LFC advanced to the Corporation $579,000 pursuant to a
9% Convertible Secured Promissory Note (the "Note") dated June 24, 1997, under
which up to $1,000,000 may be advanced by LFC to the Corporation. Amounts
outstanding under the Note were originally due on October 24, 1997, which
maturity date the Corporation extended pursuant to the terms of the Note to
November 24, 1997. The outstanding principal amount of the Note together with
accrued but unpaid interest may be converted by LFC into shares of Common Stock
at a conversion price of $1.6667 per share. The principal advanced on June 30,
1997 could be converted into 347,400 shares of Common Stock, and if not paid
prior to November 24, 1997, the interest that would have accrued on the $579,000
through November 24, 1997 could be converted by LFC into 12,592 additional
shares of Common Stock. A copy of the Note is attached to Schedule 13D, as
amended, as Exhibit "4".
In connection with the loan represented by the Note, the Corporation
issued to LFC warrants (the "Loan Warrants") expiring April 30, 2002 to purchase
161,351 shares of Common Stock at an
<PAGE> 5
Page 5 of 6
exercise price of $2.08 per share. A copy of the certificate representing the
Loan Warrants is attached to Schedule 13D, as amended, as Exhibit "5".
This Amended Schedule 13D is being filed to report 2,370,500 shares of
Common Stock owned by LFC, 359,992 shares of Common Stock which LFC has the
right to acquire within the next sixty days through conversion of the Note,
375,000 shares of Common Stock which LFC has the right to acquire within the
next sixty days through exercise of the Warrants, 161,351 shares of Common Stock
which LFC has the right to acquire within the next sixty days through exercise
of the Loan Warrants, 125,000 shares of Common Stock owned by RBP, and 125,000
shares of Common Stock which RBP has the right to acquire within the next sixty
days through the exercise of the Warrants.
Of the 2,370,500 shares of Common Stock owned by LFC, 1,490,000 were
received in consideration of services rendered and to be rendered. LFC acquired
375,000 shares of Common Stock through the purchase of 375,000 Units at a cost
of $281,250. LFC also acquired an aggregate of 505,500 shares of Common Stock
through open market purchases in the over-the-counter market for aggregate
consideration of $925,911, or an average of $1.83 per share. The source of funds
LFC used in purchasing Units and making open market purchases of 135,000 shares
of Common Stock for aggregate consideration of $253,275 was advances by John M.
Liviakis to LFC on an open account basis, payable on demand. The source of funds
for the balance of the open market purchases, as well as the loan to the
Corporation represented by the Note, was LFC's working capital, including
working capital acquired through margin loans provided by Everen Securities,
Inc. In the event LFC acquires additional shares of Common Stock through the
exercise of Warrants or the Loan Warrants, it would anticipate utilizing its
working capital as its source of funds.
The 125,000 shares of Common Stock owned by RBP were acquired through
the purchase of 125,000 Units at a cost of $93,750. The source of funds RBP used
in purchasing Units was RBP's personal funds. In the event RBP acquires
additional shares of Common Stock through the exercise of Warrants, he would
anticipate utilizing personal funds as his source of funds.
5. Interest in Securities of the Issuer.
LFC has the sole power to direct the vote or disposition of the 2,370,500
shares of Common Stock owned by LFC and expects to have the sole power to direct
the vote or disposition of such of the 896,343 shares of Common Stock which LFC
has the right to acquire within the next sixty days as LFC in fact acquires.
Such power is exercised through LFC's directors and officers.
<PAGE> 6
Page 6 of 6
RBP has the sole power to direct the vote or disposition of the 125,000
shares of Common Stock owned by RBP and expects to have the sole power to direct
the vote or disposition of such of the 125,000 shares of Common Stock which RBP
has the right to acquire within the next sixty days as RBP in fact acquires.
The 3,266,843 shares of Common Stock that LFC owns or has the right to
acquire within sixty days of the date hereof, and as to which LFC has or would
have the sole power to direct the vote or disposition, represent approximately
19.2% of that class of securities. The 250,000 shares of Common Stock that RBP
owns or has the right to acquire within sixty days of the date hereof, and as to
which RBP has or would have the sole power to direct the vote or disposition,
represent approximately 1.5% of that class of securities. The 3,516,843 shares
of Common Stock which LFC and RBP in the aggregate own or have the right to
acquire within sixty days of the date hereof, and as to which LFC or RBP has or
would have the sole power to direct the vote or disposition, represent
approximately 20.5% of that class of securities. In each case, the calculation
of the percentage of the class of Common Stock is based on the 16,111,420 shares
of Common Stock which the Corporation reported in its Annual Report on Form
10-KSB as being outstanding as of September 15, 1997.
LFC disclaims any beneficial interest in any shares of Common Stock
owned by RBP or which RBP has the right to acquire. RBP disclaims any
beneficial interest in any shares of Common Stock owned by LFC or which LFC
has the right to acquire, except for such beneficial interest as may be
associated with his service as an officer and director of LFC.
During the past sixty days, neither LFC nor RBP has engaged in any
transactions in Common Stock.
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: November 10, 1997
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ John M. Liviakis
--------------------------------------
John M. Liviakis, President
/s/ Robert B. Prag
-----------------------------------------
Robert B. Prag
