KOW Kowabunga!

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(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.)*

Kowabunga! Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

500747100

(CUSIP Number)

Martin D. Sklar, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 6, 2009

(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 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).

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Bridgehampton Arbitrage LLC

WC

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

1,250,000

0

1,250,000

1,250,000

1.9%

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Bridgehampton Capital Management LLC

OO

New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

5,254,500

0

5,254,500

5,254,500

8.0%

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Kenneth E. Lee

AF

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

5,254,500

0

5,254,500

5,254,500

8.0%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Charles D. Morgan

PF

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

0

5,254,500

0

5,254,500

5,254,500

8.0%

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

This statement relates to the shares of shares of Common Stock, $0.001 par value (“Common Stock”), of Kowabunga! Inc. (the “Issuer”). The Issuer’s principal executive office is located at 15550 Lightwave Drive, 3rd Floor, Clearwater, Florida 33760.

(a)-(c) and (f)     The names of the persons filing this statement on Schedule 13D (collectively, the “Reporting Persons”) are:

BCM is the sole manager of the Fund and the manager of a separate account for Mr. Morgan (the “Separately Managed Account”). Mr. Lee is the managing member of BCM. Mr. Morgan, a member of BCM, has joint trading authority with respect to the shares of Common Stock held by the Fund and in the Separately Managed Account. BCM and Mr. Lee may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Fund and the Separately Managed Account. BCM and Mr. Morgan may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Separately Managed Account.

The business address of each of the Fund, BCM and Mr. Lee is 7 Trademans Path, Suite 6, Box 1521, Bridgehampton, NY 11932.

The business address for Mr. Morgan is 3530 Gillespie Street, Dallas, Texas 75219.

The principal business of the Fund is that of a private investment fund engaged in the purchase and sale of securities for its own account.

The principal business of BCM is serving as the Manager of the Fund.

Mr. Lee’s principal occupation is serving as a managing member of BCM.

Mr. Morgan’s principal occupation is trading in securities and as a member of the Manager.

(d)        During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)        During the last five years, none of the Reporting Persons has been 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.

 

The Fund acquired the securities reported herein at a cost of $109,318. The funds used to purchase these securities were obtained from the general working capital of the Fund and margin account borrowings made in the ordinary course of business, although the Fund cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

The Separately Managed Account acquired the securities reported herein at a cost of $482,267. The funds used to purchase these securities were obtained from Mr. Morgan’s personal funds and margin account borrowings made in the ordinary course of business, although Mr. Morgan cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of, such securities at any time or to formulate any purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. The Reporting Persons may communicate with the Issuer’s management and/or Board of Directors or with other shareholders to discuss any such purposes, plans or proposals.

As discussed in the Issuer’s proxy statement filed with the Securities and Exchange Commission on April 30, 2009, Mr. Morgan has been nominated by the Issuer as a candidate for election to serve as a Class I director of the Issuer.

Except as set forth herein, none of the Reporting Persons or, to their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(i)        The Fund owns 1,250,000 shares of Common Stock representing 1.9% of all of the outstanding shares of Common Stock.

(ii)        BCM may be deemed to be the beneficial owner of the 1,250,000 shares of Common Stock held by the Fund and an additional 4,004,500 shares of Common Stock held by the Separately Managed Account, representing 8.0% of all the outstanding shares of Common Stock.

(iii)       Mr. Lee and Mr. Morgan may each be deemed to be the beneficial owner of the 5,254,500 shares of Common Stock beneficially owned by BCM, representing 8.0% of all the outstanding shares of Common Stock.

 

(iv)       Collectively, the Reporting Persons beneficially own 5,254,500 shares of Common Stock representing 8.0% of all of the outstanding shares of Common Stock.

(b)        The Fund, BCM, Mr. Lee and Mr. Morgan have shared power to vote or direct the vote of the 1,250,000 shares of Common Stock held by the Fund.

BCM, Mr. Lee and Mr. Morgan have shared power to vote or direct the vote of the 4,004,500 shares of Common Stock held by the Separately Managed Account.

The Fund, BCM, Mr. Lee and Mr. Morgan have shared power to dispose or direct the disposition of the 1,250,000 shares of Common Stock held by the Fund.

BCM, Mr. Lee and Mr. Morgan have shared power to dispose or direct the disposition of the 4,004,500 shares of Common Stock held by the Seperately Managed Account.

(c)        The transactions effected by the Reporting Persons since December 6, 2008 through the date hereof are set forth on Schedule 1 attached hereto. No other transactions with respect to the Common Stock that are required to be reported on Schedule 13D were effected by any of the Reporting Persons during such period.

Except as described in Item 4, there are no contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.

Exhibit A – Joint Filing Agreement

Schedule 1 – Transactions Effected During the Past 60 Days

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, the undersigned each certifies that the information with respect to him or it set forth in this statement is true, complete and correct.

 

 

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Kowabunga! Inc. dated as of May 5, 2009 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

 

 

SCHEDULE 1

Transactions of the Reporting Persons Effected During the Past 60 Days

The following transactions were effected by Bridgehampton Arbitrage LLC during the past sixty (60) days (and from December 6, 2008):

 

 

 

The following transactions were effected by the Separately Managed Account during the past sixty (60) days (and from December 6, 2008):