| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ETELOS, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
297600100
(CUSIP Number)
Donald W. Morissette, 4230 Galewood, Suite 100, Lake Oswego, Oregon 97035
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 2010
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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. 297600100 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
CUSIP No. 297600100 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | x | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Source of Funds (See Instructions) | |||
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| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| 6. | Citizenship or Place of Organization | |||
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Number of | 7. | Sole Voting Power | |||
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8. | Shared Voting Power | ||||
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9. | Sole Dispositive Power | ||||
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10. | Shared Dispositive Power | ||||
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| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o | |||
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| 13. | Percent of Class Represented by Amount in Row (11) | |||
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| 14. | Type of Reporting Person (See Instructions) | |||
Item 1. | Security and Issuer |
| This statement constitutes Amendment No. 2 to the Schedule 13D relating to the shares of common stock, $0.01 par value (the “Shares”), of Etelos, Inc., a Delaware corporation (the “Issuer”), and amends Schedule 13D/A relating to the shares filed on October 14, 2008 (“First Amended 13D”), and the Schedule 13D relating to the Shares filed on May 12, 2008 (the “Original 13D”), on behalf of Donald W. Morissette, an individual, and Don Morissette LLC, a limited liability company (the “Reporting Person”). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D. The address of the principal executive offices of the Issuer is 26828 Maple Valley Highway, #297, Maple Valley, WA. |
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Item 3. | Source and Amount of Funds or Other Consideration |
| Item 3 of the First Amended 13D is hereby amended to add the following:
The response to Item 5(c), below, is incorporated herein by reference. Reporting Person acquired the 375,000 Shares on January 25, 2010, for general investment purposes. The source of funds of the Reporting Person for such acquisition was personal funds. The net investment cost of the Shares by the Reporting Person is $250,000, which includes the purchase of (i) 10% convertible debenture with a personal amount of $250,000 and (ii) a warrant to purchase 375,000 shares of common stock. |
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Item 5. | Interest in Securities of the Issuer |
| Item 5 of the First Amended 13D is hereby amended as follows:
(a)-(b) The responses to Items 7 through 13 of the cover page of this Schedule are incorporated herein by reference. As of January 25, 2010, the Reporting Person owns 9,728,650 Shares. Such Shares constitute approximately 39.2% of the issued and outstanding Shares (based upon the 24,826,360 Shares stated to be issued and outstanding by the Issuer on its Quarterly Report on Form 10-Q filed on November 19, 2009.
(c) The Reporting Person acquired the Shares as part of a securities purchase agreement with the Issuer. In exchange for aggregate consideration of $250,000, the Reporting Person received the following securities: (i) a 10% senior secured convertible debenture in the principal amount of $250,000, (ii) a warrant to purchase 375,000 shares of our common stock with an exercise price of $0.60 per share and (iii) 375,000 Shares.
(d) The Reporting Person knows of no other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by such Reporting Person.
(e) Not applicable. |
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Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| Item 6 of the First Amended 13D is hereby amended and restated as follows:
Other than as described in Items 3 and 5, and as stated below, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any person with respect to any securities of the Issuer, including, but not limited to, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits division of profits or loss, or the giving or withholding of proxies or any pledge or contingency, the occurrence of which would give another person voting or investment power over the securities of the Issuer. |
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.
| January 29, 2010 |
| Date |
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| Signature |
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| Name/Title |
| ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). | ||
