FORM D

SECURITIES

UNITED STATES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM D
NOTICE OF SALE OF SECURITIES PURSUANT TO REGULATION D, SECTION 4(6), AND/OR UNIFORM LIMITED OFFERING EXEMPTION
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DATE RECEIVED

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Name of Offering ( 121 check if this is an amendment and name has changed, and indicate change.) AFFINITY VENTURES CAPITAL FUND I, LLC, CLASS A-1 COMMON UNITS Filing Under (Check box(es) that apply): 0 Rule 504 0 Rule 505 0 Rule 506 0 Section 4(6)· Type of Filing: New Filing !;Z] Amendment A. BASIC IDENTIFICATION Enter the information requested about the issuer DATA

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Name of Issuer

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check if this is an amendment and name has changed, and indicate CAPITAL FUND I, LLC

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AFFINITY VENTURES

Address of Executive Offices 211 NORTH ROBINSON, SUITE 210, OKLAHOMA Address of Principal BusinessOperations (if different from Executive Offices) Brief Description of Business PASS THROUGH VENTURE CAPITAL ENTITY

(Number and Street. City, State. Zip Code) CITY, OK 73102 (Number and Street. City, State, Zip Code)

Telephone Number (Including Area Code) (405) 235-5700 Telephone Number (Including Area Code)

Type of Business Organization corporation business trust

limited partnership, already formed limited partnership, to be formed

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PROCESSED
NOV 2 D 2una
THOMSON
FINANCIAL

other (please specify):

Month Year Actual 'or Estimated Date of Incorporation or Organization: [Q]]] ~ I2lActual 0 Estimated Jurisdiction of Incorporation or Organization: (Enter two-letter U.S. Postal Service abbreviation for State: CN for Canada; FN for other foreign jurisdiction) ~IB GENERAL INSTRUCTIONS Federal:
Who Must File: 77d(6).

All issuers making an offering of securities in reliance on an exemption under Regulation D or Section 4(6),17 CFR 230.501 et seq. or 1S U.s.c.

When To File: A notice must be filed nOo later than 15 days after the first sale of securities in the offering. A notice is deemed filed with the U.S. Securities and Exchange Commission (SEC) on the.earlier of the date it is received by the SEC at the address given below or. if received at that address after the date on which it is due. on the dati: it was mailed by United States registered or certified mail to that address, Where To File: Copies Required:

U.S. Securities' and Exchange Commission. 450 Fifth Street. N.W .. Washington, D.C. 20549.

Five (5)'copies of this notice must be filed with the SEC. one of which must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures.
Required: A new filing must contain all information requested. Amendments need only report the name of the issuer and offering, any changes thereto, the information requested in Part C, and any material changes from the information previously supplied in Parts A and B. Part E and the Appendix need not be tiled with the SEC. ' . Filing Fee: State:

Information

There is no federal filing fee.

This notice shall be used to indicate reliance on the Uniform Limited Offering Exemption (ULOE) for sales of securities in those states tnat have adopted ULOE and that have adopted this form, Issuers relying on ULOE must file a separate notice with the Securities Administrator in each state where sales are to be, or have been made. If a state requires the payment of a fee as a precondition to the claim for the exemption, a fee in the proper amou nt shall accompany this form. This notice shall be filed in the appropriate states in accordance with state Jaw. The Appendix to the notice constitutes a part of this notice and must be completed.

c-~--------------AnENTION-----------------, Failure to file notice in the appropriate states will not result in a loss of the federal exemption, Conversely, failure to file the appropriate federalllotice will not result in a loss of an available state exemption unless such exemption is predictated on the
filing of a federal notice.
SEC 1972 (6-02)
Persons required who res pond to the collection of inform ation contained in this form are not to respond unless the form displays a currently valid OMB control number. I

of

A. BASIC IDENTIFICATION DATA 2. Enter the information requested for the following: • • • • Each promoter of the issuer. if the issuer has been organized within the past five years; Each beneficial owner having the powcr to vote or dispose, or direct the vote or disposition of, 10% or more ofa class of equity securities of the issuer. Each executive officer and director of corporate issuers and of corporate general and managing partners of partnership issuers; and Each general and managing partner of partnership issuers.

Check Box(es} that Apply:

o
LLC

Promoter

Beneficial Owner

Executive Officer

Director

General and/or Managing Partner

Full Name (Last name first. if individual) AFFINITY VENTURES, Business or Residence Address (Number and Street. City. State. Zip Code) 211 NORTH ROBINSON, SUITE 210, OKLAHOMA CITY, OK 73102 Check Boxtes) that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

General and/or Managing Partner

Full Name (Last name first, if individual) BEVENOLENT HOLDINGS CORPORATION (Number and Street, City, State, Zip Code) SUITE 210, OKLAHOMA CITY, OK 73102 Business or Residence Address 211 NORTH ROBINSON, Check Box(es) that Apply:

Promoter

Beneficial Owner

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Executive Officer

Director

General and/or Managing Partner

Full Name (Last name first, if individual) ROBERT O. MCDONALD Business or Residence Address 211 NORTH ROBINSON, Check Box(es) that Apply: (Number and Street, City, State. Zip Code) SUITE 210, OKLAHOMA

Promoter

CITY, OK 73102

Beneficial Owner

Executive Officer

Director

General and/or Managing Partner

Full Name (Last name first, if individual) ROBERT G. RADER Business or Residence Address 211 NORTH ROBINSON, Check Boxtes) that Apply: (Number and Street. City, State, Zip Code) SUITE 210, OKLAHOMA CITY, OK 73102

Promoter

Beneficial Owner

Executive Officer

Director

General and/or Managing Partner

Full Name (Last name first, if individual) Business or Residence Address (Number and Street. City. State. Zip Code)

Check Boxres) that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

General andfor Managing Partner

Full Name (Last name first. if individual) Business or Residence Address (Number and Street. City. State. Zip Code)

Check Box(es} that Apply:

Promoter

Beneficial Owner

Executive Officer

Director

General and/or Managing Partner

Full Name (Last name first. if individual) Business or Residence Address (Number and Street. City. State. Zip Code) (Usc blank sheet. or copy and usc additional copies of this sheet. as necessary) 20f9

B. INFORMATION I.

ABOUT OFFERING Yes investors in this offering?

Has the issuer sold, or does the issuer intend to sell, to non-accredited Answer also in Appendix,

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No

Column 2, if filing under ULOE. $ 10,000.00 Yes

2. 3. 4.

What is the minimum Does the offering

investment

that will be accepted

from any individual?

permit joint ownership

of a single unit?

iii

No

Enter the information requested for each person who has been or will be paid or given, directly or indirectly, any commission or similar remuneration for solicitation of purchasers in connection with sales of securities in the offering. Ifa person to be listed is an associated person or agent of a broker or dealer registered with the SEC and/or with a state or states, list the name of the broker or dealer. Ifmore than five (5) persons to be listed are associated persons of such a broker or dealer, you may set forth the information for that broker or dealer only.

Full Name (Last name first, if individual) CAPITAL WEST SECURITIES, INC. Business or Residence Address (Number and Street, City. State, Zip Code) CITY, OK 73102 211 NORTH ROBINSON. Name of Associated SUITE 200, OKLAHOMA

Broker or Dealer or Intends to Solicit Purchasers States) ICAI IKYI I NJ I [TXI Icol ILAI INMI IUTI ICTI IMEI INYI [vTI IDEI IMol INCI IVAI loci /MAI INOI [WAI

States in Which Person Listed Has Solicited (Check "All States" or check individual !ALI

All States

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States in Which Person Listed Has Solicited (Check "All States" or check individual [ALI IAKI INEI

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Full Name (Last name first. if individual) Business or Residence Address (Number and Street, City, State, Zip Code)

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Broker or Dealer or Intends to Solicit Purchasers States) .... ,............................................................................................................ ICAI IKVI Icol ILAI INMI IUTI ICTI IMEI INYI IVTI 10EI IMOI INCI IVAI IDCI IMAI INOI IWAI

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(Use blank sheet, or copy and use additional copies of this sheet, as necessary.) 30f9

C. OFFERING I.

PRICE, NUMBER OF INVESTORS, EXPENSES AND USE OF PROCEEDS

Enter the aggregate offering price of securities included in this offering and the total amount already sold. Enter "0" if the answer is "none" or "zero." If the transaction is an exchange offering, check this box 0 and indicate in the columns below the amounts of the securities offered for exchange and already exchanged. Type of Security Debt Equity $ $ Aggregate Offering Price _ _ Amount Already Sold $_---$_----$ $ _ _

o Common 0 Preferred
Convertible Securities (including warrants) $ Partnership Interests Other (Specify Total Answer also in Appendix. 2. Column 3, if filing under ULOE. limited liability co units

$ )
$ 3,230,000.00 $ 3,230,000.00

$ 3,230,000.00 $ 3,230,000.00

Enter the number of accredited and non-accredited investors who have purchased securities in this offering and the aggregate dollar amounts of their purchases. For offerings under Rule 504, indicate the number of persons who have purchased securities and the aggregate dollar amount of their purchases on the total lines. Enter "0" if answer is "none" or "zero." Number Investors Accredited Investors Investors _6_6 ""0 _0 _ _ _ Aggregate Dollar Amount of Purchases

s s

3,230,000.00

Non-accredited

$ 0.00 0.00

Total (for filings under Rule 504 only) Answer also in Appendix, 3. Column 4, if filing under ULOE.

If this filing is for an offering under Rule 504 or 505, enter the information requested for all securities sold by the issuer. to date, in offerings of the types indicated, in the twelve (12) months prior to the first sale of securities in this offering. Classify securities by type listed in Part C - Question 1. Type of Security , , " ' _ _ _ _ Dollar Amount Sold $----~ $_----

Type of Offering Rule 505 .. , Regulation Rule 504 Total 4 a. Furnish a statement of all expenses in connection with the issuance and distribution of the securities in this offering. Exclude amounts relating solely to organization expenses of the insurer. The information may be given as subject to future contingencies. If the amount of an expenditure is not known, furnish an estimate and check the box to the left of the estimate. Transfer Printing Agent's Fees Costs A

$_---0.00

. .. .

and Engraving

Legal Fees Accounting Engineering Fees Fees (specify finders' ~ fees separately)

. .. .. . .

Sales Commissions Other Expenses Total

(identify)

0$ 0s 0$ 0$ 0$ 0$ 0s 0s

728.82 34,253.50

161,500.00

196,482.32

40f9

C. OFFERING

PRICE, NUMBER

OF INVESTORS,

EXPENSES AND USE OF PROCEEDS

b. Enter the difference between the aggregate otTering price given in response to Part C - Question I and total expenses furnished in response to Part C - Question 4.a. This difference is the "adjusted gross proceeds to the issuer." . 5. Indicate below the amount of the adjusted gross proceed to the issuer used or proposed to be used for each of the purposes shown. If the amount for any purpose is not known, furnish an estimate and check the box to the left of the estimate. The total ofthe payments listed must equal the adjusted gross proceeds to the issuer set forth in response to Part C - Question 4.b above. Payments to Officers, Directors, & Affiliates Salaries Purchase and fees of real estate of machinery and facilities involved in this of another

3,033,517.68

Payments Others

to _
_

0$

441,870.00

0 $_0_._00

0$
0 $. 0 $, 0 $. 0 $. ·.. ··0 $, 0 $.
_ _

0 $.
0$----

Purchase, rental or leasing and installation and equipment Construction or leasing of plant buildings

0$-- __

Acquisition of other businesses (including the value of securities offering that may be used in exchange for the assets or securities issuer pursuant to a merger) Repayment Working Other of indebtedness capital VENTURE CAPITAL INVESTMENTS

_ _
_

··..·..·..·..·

·..·

·..·..·

··

(specify):

0$ 0$ 0$ 0$

2,591,647.68

___________________________
Column Totals Listed (column totals added) D. FEDERAL SIGNATURE Total Payments

.... ·0$· ..
0 s 441,870.00
.

_ 0$ 0$
2,591,647.68

0$ 3,033,517.68

The issuer has duly caused this notice to be signed by the undersigned duly authorized person. If this notice is filed under Rule 505, the following signature constitutes an undertaking by the issuer to furnish to the U.S. Securities and Exchange Commission, upon written request of its staff, the information furnished by the issuer to any non-accredited investor pursuant to paragraph (b)(2) of Rule 502. Issuer (Print or Type) AFFINITY VENTURES CAPITAL FUND I, LLC Title of Signer (Print or Type) President, Affinity Ventures Capital Fund ,LLC Date

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Name of Signer (Print or Type) Robert O. McDonald

,---------------

ATTENTION
(See 18 U.S.C. 1001.)

Intentional misstatements or omissions of fact constitute federal criminal violations.

50f9

E. STATE S[GNA TURE

I. Is any party described in 17 eFR 230.262 provisions of such rule? presently subject to any of the disqualification Yes No

[D
See Appendix, Column 5, for state response.

2.

The undersigned issuer hereby undertakes to furnish to any state administrator D (17 CFR 239.500) at such times as required by state law. The undersigned issuer hereby undertakes issuer to offerees.

of any state in which this notice is filed a notice on Form

3.

to furnish to the state administrators,

upon written request,

information

furnished

by the

4.

The undersigned issuer represents that the issuer is familiar with the conditions that must be satisfied to be entitled limited Offering Exemption (ULOE) of the state in which this notice is filed and understands that the issuer claiming of this exemption has the burden of establishing that these conditions have been satisfied. and knows the contents to be true and has duly caused this notice to be signed on its behalfby

to the Uniform the availability

The issuer has read this notification duly authorized person. Issuer (Print or Type) AFFINITY VENTURES

the undersigned

Date CAPITAL FUND I, LLC

1- 1-ob

Name (Print or Type) Robert O. McDonald President, Affinity Ventures Capital Fund t,

Instruction: Print the name and title of the signing representative under his signature for the state portion of this form. One copy of every notice on Form D must be manually signed. Any copies not manually signed must be photocopies of the manually signed copy or bear typed or printed signatures. 60f9

APPENDIX 1

3 Type of security and aggregate offering price offered in state (Part C-Item 1) Number of Accredited Investors

Intend to sell to non-accredited investors in State (Part B-Item 1)

Type of investor and amount purchased in State (Part C-Item 2) Number of Non-Accredited Investors

5 Disqualification under State ULOE (if yes, attach explanation of waiver granted) (Part E-Item 1)

State
AL AK AZ AR

Yes

No
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Amount

Amount

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Yes

No

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APPENDIX 1 2

3
Type of security and aggregate offering price offered in state (Part C-Item 1) Number of Accredited Investors
,!

Intend to sell to non-accredited investors in State (Part B-Item I)

Type of investor and amount purchased in State (Part C-Item 2) Number of Non-Accredited Investors

5 Disqualification under State ULOE (if yes, attach explanation of waiver granted) (Part E-Itern 1)

State MO MT NE NV NH NJ NM NY

Yes

No

Amount

Amount

Yes

No
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APPENDIX I 2

3
Type of security and aggregate offering price offered in state (Part C-Item I) Number of Accredited Investors

Intend to sell to non-accredited investors in State (Part B-Item I)

Type of investor and amount purchased in State (Part C-Item 2) Number of Non-Accredited Investors

5 Disqualification under State ULOE (i f yes, attach explanation of waiver granted) (Part E-Item I)

State

Yes
.-..

No

Amount

Amount

Yes

No

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