United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SONIC JET PERFORMANCE, INC.
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(Name of Issuer)
Series B Convertible Preferred Stock
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(Title of Class of Securities)
835455 10 6
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(Cusip Number)
Frank Kavanaugh
Ashford Capital, LLC
1301 Dove Street, Suite 800
Newport Beach, CA 92660
(949) 757-4640
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
December 27, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13-d(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 92) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7)
SCHEDULE 13D
CUSIP NO.: 835455 10 6
1. Name of Reporting Person and
S.S. or I.R.S. Identification No.
Ashford Capital, LLC - 33-0854817
2. Check the Appropriate Box if a Member of a Group*
a /X/
b / /
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
/ /
6. Citizenship or Place of Organization
California
7. Sole Voting Power
10 shares
8. Shared Voting Power
0 shares
9. Sole Dispositive Power
10 shares
10. Shared Dispositive Power
0 shares
11. Aggregate Amount Beneficially Owned by Each Reporting Person
10 shares
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
13. Percent of Class Represented by Amount in Row (11)
100%
14. Type of Reporting Person
OO
Item 1. Security & Issuer
This statement relates to 10 shares of Series B Convertible Preferred Stock
(the "Shares") of Sonic Jet Performance, Inc. (the "Company"), a Colorado
corporation. The principle executive office of the Company is located at 15662
Commerce Lane, Huntington Beach, CA 92649.
Item 2.
This statement is being filed on behalf of Ashford Capital, LLC, a California
limited liability company ("Reporting Person"). Reporting Person's principal
business is providing business-consulting services. Frank Kavanaugh ("Member")
is Reporting Person's managing member and works as a business consultant for
Reporting Person. Member is a citizen of the United States. The business address
of Reporting Person and Member is 1301 Dove Street, Suite 800, Newport Beach,
California, 92660. Member is a business consultant.
Neither of Reporting Person or Member has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Neither of Reporting Person or Member has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in 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.
Member is a citizen of the United States.
Item 3. Source and Amount of the Funds
Reporting Person purchased the Shares for cash consideration of $25,000 (the
"Cash Consideration"). Reporting Person used its own funds to pay the Cash
Consideration.
Item 4. Purpose of the Transaction
The holding of the Shares described herein is for long-term investment purposes.
Reporting Person acquired the Shares on December 27, 2001, pursuant to a Series
B Preferred Stock Purchase Agreement (the "Stock Purchase Agreement"). In
connection with the acquisition of the Shares, the Company agreed to increase
the number of its board members from three to five, and granted Reporting Person
the right to have three representatives sitting as directors on the board. As of
the date hereof, the Reporting Person has not exercised its right to nominate
any directors for appointment.
The Company amended its Articles of Incorporation (the "Articles") to create and
authorize the Series B Convertible Preferred Stock by filing a Certificate of
Designation (the "Series B Designation") with the Secretary of State of
Colorado. The Company also amended the Articles to authorize another Series of
Preferred Stock the Company issued in an equity financing entered into
contemporaneously with Reporting Person's acquisition of the Shares. The Company
may create and authorize additional Series of Preferred Stock in connection with
future equity infusions, in which case it will need to further amend its
Articles.
Item 5. Interest in Securities of the Issuer
The Shares constitute 100% of the authorized shares of the Company's Series B
Convertible Preferred Stock. The Shares are, in the aggregate, convertible into
20% of the outstanding shares of Common Stock.
Under the Series B Designation, each of the Shares is convertible into 2% of the
outstanding shares of Common Stock, on a fully diluted basis, measured at the
time of the conversion. The holder may convert the Shares into Common Stock, at
any time, however, Shares not voluntarily converted by the one-year anniversary
date of the Stock Purchase Agreement will automatically convert.
The Reporting Person has the sole power to vote, direct the vote, dispose and
direct the disposition of all of the Shares
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Reporting Person and the Company are parties to the Stock Purchase Agreement.
Item 7. Exhibits
10.1 Exhibit 1 - Series B Convertible Preferred Stock Purchase
Agreement dated December 27, 2002, between Ashford Capital, LLC
and Sonic Jet Performance, Inc.
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.
ASHFORD CAPITAL, LLC
Dated: January 6, 2002 /s/ Frank Kavanaugh
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Frank Kavanaugh, Managing Member