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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 2270 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Forza Capital Management, L.L.C. 2754 NW CROSSING DRIVE SUITE 205 BEND, OR 97701 |
 |  X |  |  |
Forza Partners, L.P. 2754 NW CROSSING DRIVE SUITE 205 BEND, OR 97701 |
 |  X |  |  |
Atkinson David 2754 NW CROSSING DRIVE SUITE 205 BEND, OR 97701 |
 |  X |  |  |
Frazier James 2754 NW CROSSING DRIVE SUITE 205 BEND, OR 97701 |
 |  X |  |  |
/s/ David Atkinson, member, Forza Capital Management, L.L.C. | 01/24/2007 | |
**Signature of Reporting Person | Date | |
/s/ David Atkinson, member, Forza Capital Management, L.L.C., general partner of Forza Partners, L.P. | 01/24/2007 | |
**Signature of Reporting Person | Date | |
/s/ David Atkinson | 01/24/2007 | |
**Signature of Reporting Person | Date | |
/s/ James Frazier | 01/24/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The filing of this Form 5 shall not be construed as an admission that Forza Capital Management, L.L.C. ("Forza Capital"), Forza Capital Partners, L.P. ("Forza Partners"), David Atkinson, or James Frazier (together with Forza Capital, Forza Partners and Mr. Atkinson, the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of shares of common stock of Little Squaw Gold Mining Company (the "Issuer") ("Common Stock") held by the Forza Partners. Pursuant to Rule 16a-1, Forza Capital, Forza Partners, David Atkinson and James Frazier disclaim such beneficial ownership. |
(2) | Forza Capital holds shares of Common Stock and Common Stock Warrants indirectly through the accounts of Forza Partners, of which Forza Capital is the general partner. Forza Capital receives an allocation of net profits and an asset-based fee from, and owns a partnership interest in, Forza Partners. Messrs. Atkinson and James report the shares of Common Stock held indirectly by Forza Capital because, as the managing members of Forza Capital at the time of purchase, they controlled the disposition and voting of the securities. |
(3) | Forza Partners holds 4,836,122 shares of Common Stock. All restriced Common Stock held by Forza Partners, which were previously reported on the Reporting Persons Form 3 with respect to the Issuer filed with the Securities and Exchange Commission (the "SEC") on December 29, 2006 and which are reported on this Form 5, have become effective as of August 24, 2006 pursuant to the Issuer's Form SB-2 filed on August 24, 2006 with the SEC. |
 Remarks: This amendment to Form 5 is being filed in relation to the multiple Form 5s filed by the Reporting Persons on January 3, 2007 with respect to securities of the Issuer. |