Edgar Filing: FARMSTEAD TELEPHONE GROUP INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â RAFFERTY CHRISTOPHER L

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2006

3. Issuer Name and Ticker or Trading Symbol
FARMSTEAD TELEPHONE GROUP INC [FTGP]

(Last)

(First)

(Middle)

C/O C. P. BAKER & COMPANY, LTD.,Â 99 HIGH STREET

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BOSTON,Â MAÂ 02110

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to buy)	Â ⁽¹⁾	07/13/2006	Common Stock	7,500	$ 1.16	D	Â
Warrant (Right to buy)	01/30/2006	01/30/2011	Common Stock	22,047	$ 1.27	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	02/08/2006	02/08/2011	Common Stock	150,000	$ 1.27	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	02/17/2006	02/17/2011	Common Stock	33,085	$ 2.125	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	02/17/2006	02/17/2011	Series A Preferred Stock	6,617	$ 17	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	03/17/2006	03/17/2011	Common Stock	68,575	$ 2.125	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	03/17/2006	03/17/2011	Series A Preferred Stock	13,715	$ 17	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	04/17/2006	04/17/2011	Common Stock	48,676	$ 2.125	I	See Footnotes ⁽²⁾ ⁽³⁾
Warrant (Right to buy)	04/17/2006	04/17/2011	Series A Preferred Stock	9,735	$ 17	I	See Footnotes ⁽²⁾ ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RAFFERTY CHRISTOPHER L C/O C. P. BAKER & COMPANY, LTD. 99 HIGH STREET BOSTON,Â MAÂ 02110	Â X	Â	Â	Â

Signatures

Robert G. LaVigne		07/20/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	25% of shares exercisable every 3 months
(2)	Mr. Raffery is a consultant to CP Baker & Company, Ltd. and certain affiliates (collectively, "Baker Affiliates"), including CP Baker Securities, Inc. ("Securities"), and Christopher P. Baker ("Baker"), individually. On January 30, 2006, Baker purchased from the Company a $400,000 promissory note (repaid in full on February 8, 2006) and received as part of the transaction, five year warrants to purchase 22,047 shares of common stock with an exercise price of $1.27 per share (hereinafter referred to as the "Baker Warrants").
(3)	Securities served as the Company's placement agent in connection with the sale of securities at closings held on February 8, February 17, March 17 and April 17, 2006. As partial compensation for its services as placement agent, Securities received warrants to purchase shares of either common or Series A Preferred stock of the Company in the amounts, at the exercise prices and otherwise on terms as described on the Form 3, Table II schedule to which these footnotes (2) and (3) are appended ("Scheduled Warrants"). Mr. Rafferty was designated by Securities as the nominee to the Company's board in connection with the Series A Preferred stock. By virtue of his relationship with the Baker Affiliates, Mr. Rafferty may be deemed to be an indirect owner of the Scheduled Warrants and the Baker Warrants. Mr. Rafferty has no power to exercise such warrants or upon exercise, to vote the underlying shares, and accordingly he disclaims any beneficial ownership of such securities.

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