UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Sunningdale, Inc.
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
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(CUSIP Number)
Keating Reverse Merger Fund, LLC
5251 DTC Parkway, Suite 1090
Greenwood Village, CO 80110-2739
(720) 889-0131
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 19, 2004
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. Seess.240.13d-7 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).
CUSIP No. ..................................
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
Keating Reverse Merger Fund, LLC
.................................................................................
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a).............................................................................
(b).............................................................................
3. SEC Use Only
.................................................................................
4. Source of Funds (See Instructions) WC
...........................................................................
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) .................
6. Citizenship or Place of Organization
Delaware
...........................................................................
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
213,500
...........................................................................
8. Shared Voting Power
Not Applicable
...........................................................................
9. Sole Dispositive Power
213,500
...........................................................................
10. Shared Dispositive Power
Not Applicable
...........................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person
213,500
...........................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) ...........
13. Percent of Class Represented by Amount in Row (11) 83.7%
...............................................................
14. Type of Reporting Person (See Instructions) OO - Limited Liability
Company
.................................................................................
.................................................................................
.................................................................................
.................................................................................
.................................................................................
Item 1. Security and Issuer
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock $0.0001 par value (the "Issuer Common Stock") of
Sunningdale, Inc., a Delaware corporation (the "Issuer"). The principal
executive office of the Issuer is 936A Beachland Boulevard, Suite 13, Vero
Beach, Florida 32963
Item 2. Identity and Background
(a) This statement on Schedule 13D is filed on behalf of the Keating
Reverse Merger Fund, LLC, (the "Reporting Entity") as the direct
beneficial owner of the shares of the Issuer's Common Stock. The
Managing Member of the Reporting Entity is Keating Investments LLC.
(b) The Reporting Entity is a limited liability company under the laws
of the State of Delaware. The Reporting Entity's business address is
5251 DTC Parkway, Suite 1090, Greenwood Village, CO 80111-2739.
(c) The Reporting Entity is an institutional investor.
(d) During the past five (5) years, none of the Reporting Entity or,
to the best of its knowledge, any of its officers or directors, has
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
(e) During the last five (5) years, none of the Reporting Entity or,
to the best of its knowledge, any of its officers or directors, was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding 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.
(f) The citizenship of the Reporting Entity is the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Entity, on April 30, 2003, acquired 141,376 shares of
the Issuer's Common Stock ("Shares") from Kevin R. Keating in exchange for a
purchase price of $247,407.50; 22,124 Shares from John T. Manner for a purchase
price of $38,717.50; and 25,000 Shares from the Issuer for a purchase price of
$50,000.00.
The Reporting Entity, on August 19, 2004, acquired 25,000 shares of
the Issuer's Common Stock ("Shares") from the Issuer for a purchase price of
$50,000.00.
The funds used for the above purchases have been provided from the
Reporting Entity's working capital.
Item 4. Purpose of Transaction
The Reporting Entity acquired the Issuer's common stock for investment
purposes. At of this filing the Reporting Entity, except as set forth below,
does not have any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer except that the
Reporting Entity may, depending upon prevailing market prices or
conditions, decide to increase or decrease its position in the Issuer
through open market or privately negotiated transactions with third
parties.
(b) At the time of the event which required the filing of this report
the Reporting Entity had no plans or proposals relating to an
extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Issuer or any of its subsidiaries.
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, 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 issuer
(f) Any other material change in the Issuer's business or corporate
structure including but not limited to, if the Issuer 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 Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer 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 Issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Act;
or
(j) Any action similar to any of those enumerated above.
Exception Disclosure: The foregoing Items 4(a) through (j) above are
qualified by and subject to the following: The Issuer is a public "shell"
company with nominal assets whose sole business has been to identify, evaluate
and investigate various companies with the intent that, if such investigation
warrants, a reverse merger transaction be negotiated and completed pursuant to
which the Issuer would acquire a target company with an operating business with
the intent of continuing the acquired company's business as a publicly held
entity. The Issuer has limited capital with which to provide the owners of the
target company with any significant cash or other assets and, as such, the
Issuer will only be able to offer owners of a target company the opportunity to
acquire a controlling ownership interest in the Issuer. The purchase price for
the Shares set forth in Item 3 above was used to provide working capital to pay
the Issuer's operating expenses.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Entity owns an aggregate of 213,500 shares of the
Issuer's Common Stock, representing approximately 83.7% of the total
shares of the Issuer's common stock deemed outstanding.
(b) The Reporting Entity has sole power to vote or to direct the vote
of and sole power to dispose of the 213,500 shares of the Issuer's
Common Stock.
(c) Except as described above, there have been no other transactions in
the Issuer's securities effected by the Reporting Entity.
(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, such securities of the Issuer.
Item 6. The Reporting Entity does not have any contracts, arrangements,
understandings or relationships with respect to securities of the Issuer.
Item 7. Material to Be Filed as Exhibits: None
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.
Date: August 19, 2004 Keating Reverse Merger Fund, LLC.
A Delaware limited liability company
By: /s/ Timothy J. Keating
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Timothy J. Keating
Managing Member