SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on June 25, 2008
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
|
SICLONE
INDUSTRIES, INC.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $.001 per share
|
|
(Title
of Class of Securities)
|
|
825845209
|
|
(CUSIP
Number)
|
|
Warren
Hosseinion
1010
N. Central Avenue, Suite 201, Glendale, CA
91202
|
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
|
June
13, 2008
|
|
(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 § 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).
Page
2
SCHEDULE
13D
|
CUSIP
No. 825845209
|
|
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Warren
Hosseinion
|
|||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) o
(b) o
|
|||
|
3
|
SEC
USE ONLY
|
|||
|
4
|
SOURCE
OF FUNDS (See Instructions)
OO
|
|||
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR
2(E)
o
|
|||
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|||
|
NUMBER
OF
SHARES
BENE-FICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
9,123,387
|
||
|
8
|
SHARED
VOTING POWER
0
|
|||
|
9
|
SOLE
DISPOSITIVE POWER
9,123,387
|
|||
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,123,387
|
|||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See
Instructions)
o
|
|||
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.72%
(Based on 25,540,420 shares of Common Stock issued and outstanding
as of
June 19, 2008)
|
|||
|
14
|
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
|||
Page
3
Item 1. Security
and Issuer
The
title and class of equity securities to which this Schedule 13D relates is
Common Stock, par value $.001 per share (the “Common Stock”), of Siclone
Industries, Inc., a Delaware corporation (the “Issuer”). The address of the
Issuer’s principal executive offices is 1010 N. Central Avenue, Suite 201,
Glendale, CA 91202.
Item 2. Identity
and Background
(a)
This statement is being filed by Warren Hosseinion (the “Reporting Person”),
individually.
(b)
The business address of the Reporting Person is c/o Siclone Industries, Inc.,
1010 N. Central Avenue, Suite 201, Glendale, CA 91202
(c)
The Reporting Person’s present principal occupation is Chief Executive Officer,
Principal Accounting Officer and Director of the Issuer.
(d)
The Reporting Person has not, during the last five years, been convicted in
a
criminal proceeding (excluding traffic violations or similar
misdemeanours).
(e)
The Reporting Person has not, during the last five years, been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he 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 of any violation with respect
to
such laws.
(f)
The Reporting Person is a United States citizen.
Item 3. Source
and Amount of Funds or Other Considerations
Pursuant
to an Agreement and Plan of Merger (the “Merger”) dated June 13, 2008 by and
among the Issuer, Apollo Medical Management, Inc., and Apollo Medical
Acquisition Co., Inc.,, the Issuer issued the Reporting Person 9,123,387 shares
of the Issuer’s Common Stock of the Issuer in consideration for the capital
stock of Apollo Medical Management, Inc., which were owned by the Reporting
Person. After the Merger, the Reporting Person owned approximately 35.72% of
the
Issuer’s then outstanding shares of common stock.
Item 4. Purpose
of Transaction
The
Reporting Person entered into the Merger to
effect
a change in control of the Issuer. The Reporting Person was appointed Chief
Executive Officer, Principal Accounting Officer and Director of the Issuer
on
June 13, 2008, the effective date of the Merger.
Since
the
date of the Merger, the Issuer’s principal focus has changed from seeking
business opportunities to medical management.
Except
as described above, the Reporting Person has no definitive plan, arrangement
or
understanding to seek to cause the Issuer to be merged, reorganized or
liquidated, to sell or transfer any assets of the Issuer, to cause the Issuer
to
change its current board of directors or management, to cause any material
change to its capitalization, dividend policy, business, corporate structure,
charter or bylaws, to cause the Common Stock to become eligible for termination
of registration pursuant to Section 12(g)(4) of the Exchange Act, or to take
any
action similar to the above.
Item 5. Interest
in Securities of the Issuer
The
Reporting Person beneficially owns 9,123,387 shares of Common Stock of the
Issuer,
which
in aggregate represents 35.72% of the Issuer’s Common Stock based on
25,540,420 shares
of
Common Stock issued and outstanding as of June 19, 2008.
The
Reporting Person has the sole power to vote or direct the vote, and to dispose
or direct the disposition of such shares.
Except
as
set out above, the Reporting Person has not effected any other transaction
in
any securities of the Issuer in the past sixty days.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer
Pursuant
to an Agreement and Plan of Merger (the “Merger”) dated June 13, 2008 by and
among the Issuer, Apollo Medical Management, Inc., and Apollo Medical
Acquisition Co., Inc.,, the Issuer issued the Reporting Person 9,123,387 shares
of the Issuer’s Common Stock of the Issuer in consideration for the capital
stock of Apollo Medical Management, Inc., which were owned by the Reporting
Person. After the Merger, the Reporting Person owned approximately 35.72% of
the
Issuer’s then outstanding shares of common stock.
Page
4
Item 7. Material
to Be Filed as Exhibits
| Exhibit 99.1 |
Agreement
and Plan of Merger dated June 13, 2008 by and among the Issuer, Apollo
Medical Management, Inc., and Apollo Medical Acquisition Co., Inc.
(Incorporated by reference to the Issuer’s Form 8-K filed with the
Securities and Exchange Commission on June 19,
2008)
|
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.
Dated:
June 24, 2008
/s/
Warren Hosseinion
Warren
Hosseinion