LIGHTPATH TECHNOLOGIES INC — Major Shareholding Notification 2005

Jun 10, 2005

SC 13G 1 sch13g_061005.htm SCHEDULE 13G - SHADOW CAPITAL, LLC LightPath Technologies, Inc.; Schedule 13G MARKER FORMAT-SHEET="Head Minor Center" FSL="Default"

United States Securities and Exchange Commission Washington, D.C. 20549

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Schedule 13G (Rule 13d-102)

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Under the Securities Exchange Act of 1934

LightPath Technologies, Inc.
(Name of Issuer)

Class A Common Stock
(Title of Class of
Securities)

532257805
(CUSIP Number)

June 1, 2005
(Date of Event Which Requires Filing of this Statement)

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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_] Rule 13d-1(b)

X Rule 13d-1(c)

[_] Rule 13d-1(d)

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• 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 disclosure provided in a prior cover page.

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The information required in 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 ).

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CUSIP No. 532257805 SCHEDULE 13G

(1) Names of reporting persons. I.R.S. identification Nos. of above persons (entities only).	Shadow Capital, LLC (48-1196021)
(2) Check the appropriate box if a member of a group (see instructions)	(a)
	(b)
(3) SEC use only.
(4) Citizenship or place of organization.	Kansas
Number of shares beneficially owned by each reporting
person with:
(5) Sole voting power.	419,565
(6) Shared voting power.	0
(7) Sole dispositive power.	419,565
(8) Shared dispositive power.	0
(9) Aggregate amount beneficially owned by each
reporting person.	419,565
(10) Check if the aggregate amount in Row (9) excludes
certain shares (see instructions).
(11) Percent of class represented by amount in Row (9).	11.4%
(12) Type of reporting person (see instructions).	OO

Item 1.
(a)	Name of issuer:
	LightPath Technologies, Inc.

(b)
2603 Challenger Tech Court, Suite 100, Orlando, FL 32826

Item 2.
(a)	Name of person filing:
	Shadow Capital, LLC

(b) Address of principal business office or, if none, residence:

3601 SW 29 th Street, Topeka, KS 66614

(c)
Kansas

(d)
Class A Common Stock

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CUSIP No. 532257805 SCHEDULE 13G

(e)
0001329881

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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A

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(a) [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

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(b) [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

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(c) [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

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(d) [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

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(e) [_] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

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(f) [_] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

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(g) [_] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

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(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

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(i) [_] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

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(j) [_] Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4. Ownership

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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)
419,565

(b)
11.4%

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote	419,565
(ii) Shared power to vote or to direct the vote	0
(iii) Sole power to dispose or to direct the disposition of	419,565
(iv) Shared power to dispose or to direct the disposition of	0

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CUSIP No. 532257805 SCHEDULE 13G

ITEM 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following. [_] N/A

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A

ITEM 8. Identification and Classification of Members of the Group . If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. N/A

ITEM 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed. If required, by members of the group, in their individual capacity. See Item 5. N/A

ITEM 10. Certifications.

(a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b): N/A

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

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CUSIP No. 532257805 SCHEDULE 13G

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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Signature

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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.

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Dated: June 10, 2005

SHADOW CAPITAL, LLC

By:

/s/ Kent Garlinghouse
Signature

Kent Garlinghouse, Manager
Name/Title

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The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, That a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.