UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
1mage Software, Inc.
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(Name of Issuer)
Common Stock, par value $.004
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(Title of Class of Securities)
45244 M 102
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(CUSIP Number)
S. Lee Terry, Jr. Davis Graham &
Stubbs LLP
1550 17th Street, Suite 500
Denver, CO 80202
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 2005
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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 this schedule, including all exhibits. See ss. 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).
Persons who respond to the collection of information contained in this
form are not required to respond unless the form displays a currently
valid OMB control number.
CUSIP No. 009128307 13D Air Methods Corporation
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
DEMALE, LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
(b) |_|
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3. SEC Use Only
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4. Source of Funds (See Instructions)
WC
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) |_|
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6. Citizenship or Place of Organization
CO
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7. Sole Voting Power
Number of
Shares 3,740,057
Beneficially -----------------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting
Person With 0
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9. Sole Dispositive Power
3,740,057
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
3,740,057
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
53.0%
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14. Type of Reporting Person (See Instructions)
OO
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Schedule 13D
CUSIP No. 45244 M 102 1mage Software, Inc.
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Item 1. Security and Issuer.
This statement relates to the $.004 par value common stock of 1mage Software,
Inc., 6025 S. Quebec Street, Suite 300, Englewood, CO 80112.
Item 2. Identity and Background.
The entity filing this statement is DEMALE, LLC, a Colorado limited liability
company ("DEMALE"), whose business address is 26671 Latigo Shore Drive, Malibu,
California 90265. Its members are David R. DeYoung, the Issuer's President,
Chief Executive Officer and a Director, John G. Mazza and Spencer D. Lehman,
Directors and more than 5% shareholders of the Issuer, and Gold King Investors
LLC, of which Robert Wiegand II, Secretary and Director of the Issuer, is a
minority interest holder. The four members each own a one-fourth interest in
DEMALE.
During the last five years, DEMALE has neither (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor (ii) been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction making it 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.
Item 3. Source and Amount of Funds or Other Consideration.
On March 31, 2005, the Issuer entered into an Amendment to its Revolving Credit
Agreement with DEMALE to increase the line of credit by $200,000 and to extend
the loan repayment date to June 30, 2007. As additional consideration for this
increase and extension, the Issuer agreed to change the price for DEMALE's
conversion right for the principal amount of, and unpaid interest on, the line
of credit from a conversion price equal to 80% of the fair market value on the
date that DEMALE's written notice of such conversion to the Issuer's common
stock is received by the Issuer, to $0.14 per share or 80% of the fair market
value on the date of the written notice, whichever is lower at the time of
conversion. As a result of the increase in the amount owed to DEMALE under the
line of credit to $500,000 and the fixing of the maximum conversion price at
$0.14 per share, DEMALE is now the beneficial owner of 3,740,057 shares
(including accrued interest through March 31, 2005), or 53%.
Item 4. Purpose of Transaction.
DEMALE holds the Issuer's common stock reported herein for the purpose of
investment. Subject to and depending upon the availability of prices deemed
favorable by DEMALE, it may choose to purchase additional shares of common stock
from time to time in the open market, in privately negotiated transactions with
third parties. In addition, depending upon prevailing conditions, DEMALE may
determine to dispose of shares of common stock held by it in the open market, in
privately negotiated transactions with third parties, or otherwise.
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Schedule 13D
CUSIP No. 45244 M 102 1mage Software, Inc.
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In its capacity of owning a 53% interest in the Issuer, DEMALE is deemed to
control the Issuer. However, DEMALE has no independent plans or proposals which
would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Items 3 and 4 are incorporated herein by reference.
DEMALE is the beneficial owner of 3,740,057 shares (53%) of the Issuer's common
stock, of which it has the sole power to vote and dispose of the shares
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to Be Filed as Exhibits.
Amendment to Revolving Credit Agreement dated March 31, 2005 filed as
Exhibit 10.1 to the Issuer's Form 8-K filed April 7, 2005 is incorporated by
reference herein.
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Schedule 13D
CUSIP No. 45244 M 102 1mage Software, Inc.
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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.
April 11, 2005
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Date
DAMALE, LLC
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By: Spencer D. Lehman, Manager
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