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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ELITE LOGISTICS, INC.
(NAME OF ISSUER)
COMMON STOCK, $0.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
28660B107
(CUSIP NUMBER)
Elite Logistics, Inc.
1201 North Avenue H
Freeport, Texas 77541
(NAME, ADDRESS, TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
September 25, 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 [ ].
* 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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CUSIP NO. 28660B107 Page 1 of 1
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(1) Names of reporting persons Forte Group, LLC
I.R.S. Identification Nos. of above persons (entities only) 86-0961259
(2) Check the appropriate box if a member of a group (a) X (b)
(3) SEC use only
(4) Source of funds WC
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e).
(6) Citizenship or place of organization Texas
(7) Number of shares beneficially owned by each reporting person with Sole voting 1,247,747
power
(8) Number of shares beneficially owned by each reporting person with Shared voting -0-
power
(9) Number of shares beneficially owned by each reporting person with Sole dispositive 1,247,747
power
(10) Number of shares beneficially owned by each reporting person with) Shared -0-
dispositive power
(11) Aggregate amount beneficially owned by each reporting person. 1,247,747
(12) Check if the aggregate amount in Row (11) excludes certain shares.
(13) Percent of class represented by amount in Row (11) 9.2% (1)
(14) Type of reporting person OO
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(1) Based on 12,327,323 shares of Common Stock issued and outstanding plus
1,181,651 warrants to purchase Common Stock deemed to be beneficially owned
pursuant to Rule 13d-3(d)(1) as of September 25, 2000.
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ITEM 1. SECURITY AND ISSUER.
The securities to which this Schedule 13D relate are shares of Common
Stock, par value $.01, of Elite Logistics, Inc., an Idaho corporation. The
address of the Company's principal office is 1201 North Avenue H, Freeport,
Texas 77541.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed by Forte Group, LLC, a Texas limited
liability company (the "Reporting Person").
Information with respect to the Reporting Person is given solely by
such Reporting Person, and no Reporting Person assumes responsibility
for the accuracy or completeness of information furnished by another
Reporting Person.
Certain information required by this Item Two concerning the directors
and executive officers of the Reporting Person is set forth in Exhibit
A attached hereto, which is incorporated by reference.
(b) The address of the principal business and principal office of Forte
Group, LLC, a Texas limited liability company, is 1001 West Loop
South, Suite 100, Houston, Texas 77027.
(c) Forte Group, LLC is a Houston, Texas incubator specializing in
accelerating the development of emerging technology companies.
(d) During the past five years, neither the Reporting Person, nor, to the
best knowledge of such persons, any of the persons named in Exhibit A
to this Schedule, have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors.)
(e) During the past five years, neither the Reporting Person nor, to this
best knowledge of such persons, any of the persons named in Exhibit A
to this Schedule, was a party to a civil proceeding of a judicial or
administrative body of a competent jurisdiction as a result of which
such person was or is subject to a judgement , decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or a finding of any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On November 17, 1999. Elite Logistics Services, Inc. completed an
acquisition agreement with Summit Silver, Inc. subsequently to be known as Elite
Logistics, Inc. Shortly thereafter, Summit Silver, Inc. was renamed Elite
Logistics, Inc. Under the terms of the agreement, Summit Silver, Inc. issued
10,400,000 shares of common stock in exchange for all of Elite Logistics
Services, Inc's common stock.
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September 21, 2000, Forte Group, LLC was issued 66,096 common shares and
66,069 warrants to purchase common shares in exchange for consulting fees. Forte
Group, LLC was previously issued 1,115,555 warrants to purchase common shares of
Elite Logistics, Inc.
Elite Logistics, Inc. filed a 10-SB which became effective on September 25,
2000.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired the Common Stock for its own account, for
investment, and not with a view to any "distribution" within the meaning of the
Securities Act of 1933, as amended ("Securities Act"). It has no present
intention to make any transfer of the Common Stock. Depending on market
conditions and other factors, including evaluation of the Company's business and
prospects, availability of funds, alternative use of funds and general economic
conditions and other factors, they may from time to time purchase additional
securities of the Company or may actively seek to dispose of all or a portion of
their investments in the Company through sales to institutional or accredited
investors in privately negotiated transactions, through sales pursuant to Rule
144 under the Securities Act.
Except as set forth in this Item 4 and elsewhere in this Schedule, neither
the Reporting Person nor, to the best knowledge of such Person, any of the
persons named in Exhibit A to this Schedule, has any plans or proposals which
relate to or would result in (a) the acquisition by any person of additional
securities of the Company; (b) and extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Company or any of its subsidiaries; (d) any change in the present board of
directors or management of the Company; (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; (g) changes in the Company's
charter or bylaws or instruments corresponding thereto or other actions which
may impeded the acquisition of control of the Company by any person; (h) causing
a class of securities of the Company to be deleted from a national securities
exchange or to cease to be authorized or quoted in an inter-dealer quotation
system of a registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended;
or (j) any action similar to those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Forte Group, LLC is the deemed the beneficial owner of 1,247,747
shares of Common Stock with a total voting power of 1,247,747 shares
of Common Stock representing 9.2% of the Common Stock issued and
outstanding or held in reserve based on 12,327,323 Shares of Common
Stock outstanding plus 1,181,651 warrants issued to Forte Group, LLC
as of September 25, 2000.
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(b) Forte Group, LLC has the right to vote a total of 1,247,747 shares
which includes 66,096 shares owned directly and 1,181,651 warrants to
purchase Common Stock. The warrants are exercisable immediately at a
strike price of $2.70.
(c) Other than the Stock purchase made by Forte Group, LLC on September
21, 2000 reported in Item 3 of this Schedule 13D, neither the
Reporting Person, nor to the best knowledge of the Reporting Person,
any of the persons named in Exhibit A to this Schedule, has effected
any transaction in shares of Common Stock during the past 60 days.
No person other than the Reporting 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.
(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.
Exhibit A Officers and Directors
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
Schedule is true, complete and correct.
Date: October 20, 2000
FORTE GROUP, LLC
/s/ RUSSELL NAISBITT
-----------------------------------
Russell Naisbitt, Manager
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EXHIBIT A
Information as to Directors and Executive Officers of the Reporting Persons
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Name Address
---- -------
Occupation/Employment
---------------------
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Forte Group, LLC 1001 West Loop South Suite 100
Manager - Russell Naisbitt Houston, Texas 77027
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