SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
(Amendment
No. 1)
(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)
Amish
Naturals, Inc.
(NAME
OF
ISSUER)
COMMON
STOCK, $0.001 PAR VALUE PER SHARE
(TITLE
OF
CLASS OF SECURITIES)
031539
10
9
(CUSIP
NUMBER)
(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 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).
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SCHEDULE
13D
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CUSIP
NO: 031539
10 9
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
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(A) o
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(B) x
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SEC
USE ONLY
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SOURCE
OF FUNDS (SEE
INSTRUCTIONS)
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS
2(D) OR 2(E)
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o
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CITIZENSHIP
OR PLACE OF ORGANIZATION
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NUMBER
OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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(9)
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1,900,000 SHARED
VOTING POWER
No
Shares SOLE
DISPOSITIVE POWER
1,900,000 SHARED
DISPOSITIVE POWER
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(SEE
INSTRUCTIONS)
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o
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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TYPE
OF REPORTING PERSON (SEE
INSTRUCTIONS)
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ITEM 1. |
SECURITY
AND ISSUER.
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Common
Stock, par value $.001 per share
Amish
Natural, Inc., 6399 State Route 83, Holmesville, Ohio 44633
ITEM 2. |
IDENTITY
AND BACKGROUND.
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39
Engleberg Terrace
Lakewood,
NJ 08701
Citizenship
- USA
ITEM 3. |
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
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The
shares owned by the Reporting Person were acquired in connection with an
Agreement and Plan of Merger, dated as of October 27, 2006 (the “Merger
Agreement”) by and among the FII International, Inc. (“FII”), a Nevada
corporation, APC Acquisition Corp. (“APC”), a wholly-owned Nevada subsidiary of
FII, and Amish Pasta Company, Inc. (“Amish Pasta”), a private company, pursuant
to which APC was merged with and into Amish Pasta, and Amish Pasta became
a
wholly-owned subsidiary of FII (the “Merger”), and, immediately following the
Merger, FII effected a short-form merger of Amish Pasta with and into FII,
pursuant to which the separate corporate existence of Amish Pasta terminated
and
FII changed its name to Amish Naturals, Inc.
Concurrently
with the execution of the Merger Agreement, the Reporting Person entered
into a
Stockholders Agreement, dated as of October 27, 2006 (the “Stockholders
Agreement”). Pursuant to the Stockholders Agreement, and subject to the terms
and conditions contained therein, the Reporting Person has agreed that no
Reporting Person may transfer, sell or otherwise dispose of any shares of
the
Company’s capital stock, except to another Reporting Person. In addition, the
Stockholders Agreement grants David C. Skinner, Sr. an irrevocable proxy
to vote
the shares of the Company’s capital stock collectively held by the Reporting
Person as a single block in the manner directed by the Reporting Persons
holding
a majority of such shares. The Stockholders Agreement expired on November
30,
2007.
The
sole
consideration for Reporting Person’s shares of Company stock was shares of Amish
Pasta.
ITEM 4. |
PURPOSE
OF TRANSACTION.
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Investment
in the Issuer.
ITEM 5. |
INTEREST
IN SECURITIES OF THE ISSUER.
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1,900,000
Shares, 4.3%
ITEM 6. |
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO
SECURITIES
OF THE ISSUER.
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None.
ITEM 7. |
MATERIALS
TO BE FILED AS EXHIBITS.
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None.
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.