SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D/A
(Rule
13d-101)
Information
to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments
Thereto Filed Pursuant to Rule 13d-2(a)
(Amendment
No. 1)*
QuantRx
Biomedical Corporation
Common
Stock, par value $0.01 per share
(Title of
Class of Securities)
(CUSIP
Number)
Sherbrooke
Partners, LLC
c/o
Burnham Hill
590
Madison Avenue, 5th Floor
New York,
New York 10023
Attention:
Matthew Balk
(212)
980-2700
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 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(b) 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,
as amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section of the Exchange Act but shall be subject to all other provisions of the
Exchange Act (however,
see
the
Notes
).
SCHEDULE
13D
CUSIP No.
74765N109
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Sherbrooke
Partners, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
Number
of
Shares
|
7
|
SOLE
VOTING POWER
2,830,255
|
|
Beneficially
Owned
by
|
8
|
SHARED
VOTING POWER
0
|
|
Each
Reporting
|
9
|
SOLE
DISPOSITIVE POWER
|
|
Person
With
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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)
6.37%*
|
|
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
OO
|
* Percentage
calculated on the basis of 44,427,630 shares of common stock issued and
outstanding on November 10, 2009, as set forth in the Issuer’s quarterly report
on Form 10-Q filed with the Securities and Exchange Commission on November 14,
2009.
SCHEDULE
13D
CUSIP No.
74765N109
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(SEE
INSTRUCTIONS)
(a)
o
(b)
x
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE OF FUNDS
(SEE
INSTRUCTIONS)
OO
|
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or
2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
Number
of
Shares
|
7
|
SOLE
VOTING POWER
|
|
Beneficially
Owned
by
|
8
|
SHARED
VOTING POWER
0
|
|
Each
Reporting
|
9
|
SOLE
DISPOSITIVE POWER
|
|
Person
With
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
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)
6.37%*
|
|
14
|
TYPE OF REPORTING
PERSON
(SEE
INSTRUCTIONS)
IN
|
* Percentage
calculated on the basis of 44,427,630 shares of common stock issued and
outstanding on November 10, 2009, as set forth in the Issuer’s quarterly report
on Form 10-Q filed with the Securities and Exchange Commission on November 14,
2009.
|
CUSIP
No. 74765N109
|
Schedule
13D
|
EXPLANATORY
NOTE
This
Amendment No. 1 (this “Amendment”) amends the Statement of Beneficial Ownership
on Schedule 13D originally filed with the Securities and Exchange Commission on
March 29, 2006 (the “Schedule 13D”), on behalf of Sherbrooke Partners, LLC and
Matthew Balk (collectively, the “Reporting Persons”). All capitalized
terms not otherwise defined in this Amendment shall have the meanings attributed
to such terms in the Schedule 13D.
This
Amendment is being filed by the Reporting Persons to update the Reporting
Persons’ beneficial ownership as a result of changes to Matthew
Balk’s status as custodian for his children with respect to certain of the
Issuer’s securities.
|
Item
3.
|
Source
and Amount of Funds or Other
Consideration.
|
Item 3 is
hereby amended and restated in its entirety as follows:
In
October 2004, Sherbrooke Partners purchased 1,750,000 shares of Series A
Convertible Preferred Stock of the Issuer (“Series A Stock”) and warrants to
purchase an aggregate of 462,006 shares of Series A Stock (the “Warrants”) from
Goldman Sachs & Co. (“Goldman”) for an aggregate purchase price of
$46,715.64. In November 2004, Sherbrooke Partners exercised Warrants to purchase
an aggregate of 462,006 shares of Series A Stock for an aggregate purchase price
of $4,620.06. Shares of Series A Stock are convertible into shares of Common
Stock. In November 2004, the Issuer issued to Sherbrooke Partners 900,000 shares
of Common Stock for an aggregate purchase price of $45,000. In July 2005,
Sherbrooke Partners also purchased 300,000 shares of Common Stock from a
shareholder of the Issuer in a private transaction for an aggregate purchase
price of $75,000. Immediately following the purchase, Sherbrooke Partners gifted
to an individual 10,000 of the 300,000 shares of Common Stock
purchased.
The
source of the funds for the acquisition of securities described in this
paragraph was the working capital of Sherbrooke Partners.
In
February 2006, Sherbrooke Partners agreed with the Issuer to convert all of
Sherbrooke Partners’ shares of Series A Stock into 3,318,009 shares of Common
Stock (a conversion rate of 1.5 shares of Common Stock for each share of Series
A Stock). No consideration was paid or received by Sherbrooke Partners in
connection with this agreement or the conversion of outstanding Series A
Stock.
In
October 2004, Mr. Balk, as custodian for his children, purchased an aggregate of
600,000 shares of Series A Stock from Goldman for an aggregate purchase price of
$16,016.80. In November 2004, the Issuer issued to Mr. Balk, as custodian for
his children, an aggregate of 320,000 shares of Common Stock for an aggregate
purchase price of $16,000. The source of the funds for the acquisition of
securities described in this paragraph was the personal funds of Mr.
Balk.
In
February 2006, Mr. Balk, as custodian for his children, agreed with the Issuer
to convert all of the shares of Series A Stock held by Mr. Balk, as custodian
for his children, into 900,000 shares of Common Stock (a conversion rate of 1.5
shares of Common Stock for each share of Series A Stock). No consideration was
paid or received by Mr. Balk, as custodian for his children, in connection with
this agreement or the conversion of outstanding Series A Stock.
On
February 1, 2010, Mr. Balk ceased to act as custodian for his children with
respect to all of the Common Stock held by his children and no longer has voting
or dispositive control of the securities of the Issuer held by his children
described in this Item 3 (the “Family Shares”). Mr. Balk has retained voting and
dispositive control of the securities of the Issuer held by Sherbrooke Partners
described in this Item 3.
|
Item
4.
|
Purpose
of Transaction.
|
Item 4 is
hereby amended and restated in its entirety as follows:
Sherbrooke
Partners and Mr. Balk, as custodian for his children, acquired the shares of
Common Stock, the Warrants and Series A Stock for investment. On February 1,
2010, Mr. Balk ceased to act as custodian for his children with respect to the
Family Shares and no longer has voting or dispositive control of the Family
Shares. Over time, Sherbrooke Partners and Mr. Balk will review their
investments in the securities of the Issuer and may, at such time and from time
to time, determine to acquire additional securities of the Issuer or to dispose
of all or any portion of the securities of the Issuer beneficially held by them
at any time. Except as stated below, neither Sherbrooke Partners nor Mr. Balk
has any plans or proposals which relate to or would result in:
(a)
The acquisition of
additional securities of the Issuer, or the disposition of any securities of the
Issuer, other than sales, from time to time, of the Common Stock in accordance
with Rule 144 promulgated under the Securities Act of 1933, as
amended;
(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 of any of
its subsidiaries;
|
(d)
Any change in the
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 of directors
of the Issuer;
|
(e)
A
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;
|
(g)
Any change 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)
A class of securities of
the Issuer being delisted from a national securities exchange or ceasing to be
authorized to be quoted in the 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 Exchange Act; or
|
(j)
Any
action similar to any of those enumerated
above.
|
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item 5 is
hereby amended and restated in its entirety as follows:
According
to the Issuer’s quarterly report on Form 10-Q filed with the Securities and
Exchange Commission on November 14, 2009, there were 44,427,630 shares of Common
Stock outstanding as of November 10, 2009. The percentages of shares of Common
Stock beneficially held by Sherbrooke Partners and Mr. Balk set forth below are
based on the foregoing outstanding share figure.
(a) Sherbrooke
Partners beneficially owns 2,830,255 shares of Common Stock, which constitutes
6.37% of the outstanding shares of Common Stock. Mr. Balk is the managing member
of Sherbrooke Partners and in such capacity has the sole power to vote and
dispose of such shares.
Mr. Balk
beneficially owns 2,830,255 shares of Common Stock (which includes all of the
shares of Common Stock beneficially owned by Sherbrooke Partners), which
constitutes 6.37% of the outstanding shares of Common Stock. Mr. Balk has the
sole power to vote and dispose of such shares.
(b) As
to the shares of Common Stock beneficially owned by Sherbrooke Partners, the
number of shares as to which Sherbrooke Partners has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 2,830,255
|
|
|
(ii)
|
Shared power to vote or to direct
the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of:
2,830,255
|
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of: 0
|
As to the
shares of Common Stock beneficially owned by Mr. Balk, the number of shares as
to which Mr. Balk has:
|
|
(i)
|
Sole power to vote or to direct
the vote: 2,830,255
|
|
|
(ii)
|
Shared power to vote or to direct
the vote: 0
|
|
|
(iii)
|
Sole power to dispose or to
direct the disposition of:
2,830,255
|
|
|
(iv)
|
Shared power to dispose or to
direct the disposition of: 0
|
(c) In
the past 60 days neither Sherbrooke Partners nor Mr. Balk has effected any
transactions involving Common Stock.
(d)
Not applicable.
(e)
Not applicable.
SIGNATURES
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.
|
/s/ Matthew Balk
|
|
|
Matthew
Balk, Individually
|
|
|
SHERBROOKE
PARTNERS, LLC
|
|
|
|
|
|
By:
|
/s/ Matthew Balk
|
|
|
|
Matthew
Balk, its managing member
|
|
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