Schedule 13D 011207
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
The Securities Exchange Act Of 1934
(Amendment
No. __________)*
SIGN
MEDIA SYSTEMS, INC.
(Name
of
Issuer)
Common
Stock, No Par Value
(Title
of
Class of Securities)
82662A203
(CUSIP
Number)
PHILLIP
C. ASHER, HENRY PLANTAGENET, LLC,
225
DORIS DR., LAKELAND, FL 33813
941.724.6202
(Name,
address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
JANUARY
12, 2007
(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 Sections 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 this schedule, including all exhibits. See Section 234.13d-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.: 82662A203
1. Name
Of
Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
PHILLIP
C. ASHER AND HENRY PLANTAGENET, LLC, a Florida limited liability company.
Phillip
C. Asher is the sole member and sole manager of Henry Plantagenet,
LLC
2. Check
the
Appropriate Box if a Member of a Group (See Instructions)
(a) [
]
(b) [X]
3. SEC
Use Only
4. Source
of Funds (See Instructions). OO
5. Check
Box
if Disclosure of Legal Proceeding Is Required Pursuant to Items 2(d) or 2(e).
[
]
6. Citizenship
or Place of Organization. State of Florida, USA
Number
of 7. Sole
Voting Power. 2,000,000
Shares
Bene-
ficially
Owned 8. Shared
Voting Power. 0
By
Each
Reporting 9. Sole
Dispositive Power. 2,000,000
Person
With
10. Shared
Dispositive Power. 0
11. Aggregate
Amount Beneficially Owned by Each Reporting Person. 2,000,000
12. Check
if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions).
[ ]
13. Percent
of Class Represented by Amount in Row (11). 22%
14. Type
of Reporting Person. IN/OO
CUSIP
No.: 82662A203
STATEMENT
ON SCHEDULE 13D
SIGN
MEDIA SYSTEMS, INC.
Item
1. Security
And Issuer.
This
Statement relates to the Common Stock, no par value (the "Common Stock") of
Sign
Media Systems, Inc. (the "Issuer") whose principal executive offices are located
at 2100 19th
Street,
Sarasota, FL 34234.
Item
2. Identity
and Background.
This
Statement on Schedule 13D (the "Statement") is filed with respect to an event
on
January 12, 2007, and is filed by Phillip C. Asher and Henry Plantagenet, LLC,
a
Florida limited liability company.
Henry
Plantagenet, LLC is organized and existing under the laws of the State of
Florida. The principal business of Phillip Asher and Henry Plantagenet, LLC
is
business consulting. The address of Phillip C. Asher and Henry Plantagenet,
LLC
is:
225
Doris
Drive
Lakeland,
FL, 33813
USA
The
names, titles, citizenship and business addresses of Phillip C. Asher and the
manager(s) and member(s) of Henry Plantagenet, LLC are set forth
below:
|
Name
and Position
|
Citizenship
|
Business
Address
|
| |
|
|
|
Phillip
Asher, Sole Manager and
Sole
Member
|
State
of Florida, USA
|
225
Doris Dr.
Lakeland,
FL 33813
|
There
are
no other members or managers of Henry Plantagenet, LLC.
During
the last five years, neither Phillip C. Asher or Henry Plantagenet, LLC, nor
any
of Henry Plantagenet, LLC’s members or managers, has been convicted in any
criminal proceeding (excluding traffic violations or similar
misdemeanors).
During
the last five years, neither Phillip C. Asher or Henry Plantagenet, LLC, nor
any
of Henry Plantagenet, LLC’s members or managers 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.
CUSIP
No.: 82662A203
Item
3. Source
and Amount of Funds or Other Consideration.
In
2001,
Henry Plantagenet, LLC entered into a consulting agreement with the Issuer
to
provide consulting services to the Issuer and as consideration therefore agreed
to accept 2,000,000 shares of the Issuer’s Common
Stock
in
consideration for the performance of such services. The issuance of the shares
of the Issuer’s Common Stock to Phillip C. Asher and Henry Plantagenet, LLC was
in consideration of the services provided to the Issuer by Henry Plantagenet,
LLC. Phillip C. Asher is the sole member and sole manager of Henry Plantagenet,
LLC.
Item
4. Purpose
of Transaction.
Phillip
C. Asher and Henry Plantagenet, LLC acquired the Common Stock of the Issuer
as
consideration for consulting services provided to the Issuer. The Common Stock
was not acquired for the purpose of, and do not have the effect of, changing
the
control of the Issuer and were not acquired in connection with, or as a
participant in, any transaction having such purpose or effect. Neither Phillip
C. Asher or Henry Plantagenet, LLC has any plans or proposals with any other
person or entity, including, but not limited to the Issuer, which relate to
or
would result in (a) the acquisition by any person of additional securities
of
the Issuer; (b) 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 were to become a registered closed-end
investment company, any plans or proposals to make any changes in the Issuer’s
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 Securities Exchange Act of 1934; or (j) any action similar to any of
those enumerated above. The reporting persons intend to dispose of the shares
of
the common stock of the Issuer.
Item
5. Interest
in Securities of the Issuer.
Phillip
C. Asher is the sole member and manager of Henry Plantagenet, LLC. Henry
Plantagenet, LLC is the direct owner and Phillip C. Asher is the beneficial
owner of 2,000,000 shares of the Common Stock, no par value, of the Issuer
which
represents 22% of the issued and outstanding shares of the common stock of
the
Issuer as of the date of the reported Event. On January 12, 2007, the Issuer
had
9,193,267 shares of common stock, no par value, issued and
outstanding.
Phillip
C. Asher as the sole member and manager of Henry Plantagenet, LLC has the sole
power to vote or direct the vote and the sole power to dispose of or direct
the
disposition of 2,000,000 shares of the Common Stock, no par value, of the Issuer
and there is no shared power to vote or to direct the vote and there is no
shared power to dispose of or direct the disposition of 2,000,000 shares of
the
Common Stock, no par value, of the Issuer.
CUSIP
No.: 82662A203
During
the 60 day period prior to January 12, 2007, neither Phillip C. Asher nor Henry
Plantagenet, LLC effected any transactions in securities of the
Issuer.
Prior
to
January 12, 2007 neither Phillip C. Asher nor Henry Plantagenet, LLC owned
any
securities of the Issuer.
No
other
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.
Item
6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of
the
Issuer.
There
are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of the Issuer.
Item
7. Material
to Be Filed as Exhibits.
There
are
no exhibits hereto to be filed.
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:
January 31, 2007
Henry
Plantagenet, LLC
BY:
/S/
Phillip C. Asher
Phillip
C. Asher, Sole Manager and Manager
/S/
Phillip C. Asher
Phillip
C. Asher