SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ) *
ZION OIL & GAS INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
989696109
(CUSIP Number)
December 29, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[_] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
----------
* 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 the disclosures provided in a prior cover page.
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 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).
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Glen H. Perry
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
48,500
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
448,500
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
448,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Mandelker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
39,083
6. SHARED VOTING POWER
3,500(1)
7. SOLE DISPOSITIVE POWER
99,083
8. SHARED DISPOSITIVE POWER
403,500(1)(2)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
502,583(1)(2)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
12. TYPE OF REPORTING PERSON*
IN
(1) Includes 1,000 shares held indirectly by Mr. Mandelker for the benefit of his spouse, Edna Mandelker; 1,000 shares held indirectly by Mr. Mandelker for the benefit of his child, Inbal Mandelker and 1,000 shares held indirectly by Mr. Mandelker for the benefit of his child, Nir Mandelker.
(2)Includes 400,000 shares held by the Philip Mandelker Irrevocable Trust of which Mr. Mandelker is the beneficiary.
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donald E. & Ivy M. Green TTEE Revocable Living Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
195,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
195,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.2%
12. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elisha Roih
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
155,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
155,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.8%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Joan Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
100,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Norman Ingram
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
50,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Rosemary Ingram
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
50,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Carol Joan Skarvi Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
50,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Jarvis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
75,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Mark Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
75,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.9%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Darwin K. Pratt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
101,833
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
101,833
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.2%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Eugene Soltero
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
143,708
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
483,708
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
483,708
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.5%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Patir
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
3,000
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
8,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Donlin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
5,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dorothy Wolfe
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
5,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jane Anderson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
13,200
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
18,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tamara Trzcinski
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
13,200
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
18,200
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,200
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jim Duncan
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
5,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ursula Veselka
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Canadian
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
5,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Dr. Eliezer Kashai
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
50,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.6%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
David Halperin
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
25,000
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.3%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Irith Rappaport
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
62,833
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
112,833
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
112,833
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Roger Pratt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
31,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Judy Pratt
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
31,500
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.4%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
William Avery
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
19,334
6. SHARED VOTING POWER
12,000*
7. SOLE DISPOSITIVE POWER
229,334
8. SHARED DISPOSITIVE POWER
12,000*
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
241,334*
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.6%
12. TYPE OF REPORTING PERSON*
IN
*Includes 12,000 shares held indirectly by Mr. Avery with investment & voting power by general power of attorney from Mr. Avery's mother
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Mandelker Irrevocable Trust
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
400,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
400,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.6%
12. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Karen Soltero
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
21,373
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
71,373
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,373
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.8%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Nicole Ramdeen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
12,500
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael Berger
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,334
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,334
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Marsha Coleman
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
3,333
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,333
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
ESOP Trust Company FBO Richard Rinberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
0
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
200,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
200,000
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.3%
12. TYPE OF REPORTING PERSON*
OO
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Richard Rinberg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
141,833
6. SHARED VOTING POWER
10,000(1)
7. SOLE DISPOSITIVE POWER
141,833
8. SHARED DISPOSITIVE POWER
210,000(1)(2)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
351,833(1)(2)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.0%
12. TYPE OF REPORTING PERSON*
IN
(1) Includes 10,000 shares held indirectly by Richard Rinberg for the benefit of his wife Emma Rinberg.
(2) Includes 200,000 shares held by ESOP Trust Company for the benefit of Richard Rinberg.
CUSIP No. 989696109
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
John Brown
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
5. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER
3,360,833
6. SHARED VOTING POWER
7. SOLE DISPOSITIVE POWER
477,500
8. SHARED DISPOSITIVE POWER
100,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,360,833
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
38.4%
12. TYPE OF REPORTING PERSON*
IN
CUSIP No. 989696109
---------------------
Item 1(a). Name of Issuer:
ZION OIL & GAS INC.
--------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
6510 Abrams Road,
Suite 300
Dallas, TX 75231
--------------------------------------------------------------------
Item 2(a). Name of Person Filing:
See cover page for respective reporting person
--------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
See Exhibit B
--------------------------------------------------------------------
Item 2(c). Citizenship:
See cover page for respective reporting person
--------------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock
--------------------------------------------------------------------
Item 2(e). CUSIP Number:
989696109
--------------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [_] Investment company registered under Section 8 of the Investment Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
See cover page for respective reporting person
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 five percent of the class of securities check the following [ ].
-----------------------------------------------------------------------
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 five 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.
John Brown may be deemed to beneficially own 2,846,533 shares held by other persons subject to a voting agreement. Such persons have the power to receive and the power to direct the proceeds of dividends or the sale of such securities.
-----------------------------------------------------------------------
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 ss.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 ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit C
-----------------------------------------------------------------------
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.
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.
/s/ Sandra Green AIF for Glen H. Perry
Glen H. Perry
/s/ Sandra Green AIF for Philip Mandelker
Philip Mandelker
Donald E. & Ivy M. Green TTEE Revocable Living Trust
By:/s/ Sandra Green AIF for Donald Green
Donald Green, Trustee
By:/s/ Sandra Green AIF for Ivy Green
Ivy Green, Trustee
/s/ Sandra Green AIF for Elisha Roih
Elisha Roih
/s/ Sandra Green AIF for Joan Brown
Joan Brown
/s/ Sandra Green AIF for Norman Ingram
Norman Ingram
/s/ Sandra Green AIF for Rosemary Ingram
Rosemary Ingram
Carol Joan Skarvi Trust
By:/s/ Sandra Green AIF for Carol Joan Skarvi
Carol Joan Skarvi, Trustee
/s/ Sandra Green AIF for Robert Jarvis
Robert Jarvis
/s/ Sandra Green AIF for Mark Brown
Mark Brown
/s/ Sandra Green AIF for Darwin K. Pratt
Darwin K. Pratt
/s/ Sandra Green AIF for Eugene Soltero
Eugene Soltero
/s/ Sandra Green AIF for David Patir
David Patir
/s/ Sandra Green AIF for Peter Donlin
Peter Donlin
/s/ Sandra Green AIF for Dorothy Wolfe
Dorothy Wolfe
/s/ Sandra Green AIF for Jane Anderson
Jane Anderson
/s/ Sandra Green AIF for Tamara Trzcinski
Tamara Trzcinski
/s/ Sandra Green AIF for Jim Duncan
Jim Duncan
/s/ Sandra Green AIF for Ursula Veselka
Ursula Veselka
/s/ Sandra Green AIF for Eliezer Kashai
Dr. Eliezer Kashai
/s/ Sandra Green AIF for David Halperin
David Halperin
/s/ Sandra Green AIF for Irith Rappaport
Irith Rappaport
/s/ Sandra Green AIF for Roger Pratt
Roger Pratt
/s/ Sandra Green AIF for Judy Pratt
Judy Pratt
/s/ Sandra Green AIF for William Avery
William Avery
Philip Mandelker Irrevocable Trust
By:/s/ Sandra Green AIF for Jessica Friedman
Jessica Friedman, Trustee
/s/ Sandra Green AIF for Karen Soltero
Karen Soltero
/s/ Sandra Green AIF for Nicole Ramdeen
Nicole Ramdeen
/s/ Sandra Green AIF for Michael Berger
Michael Berger
/s/ Sandra Green AIF for Marsha Coleman
Marsha Coleman
ESOP Trust Company FBO Richard Rinberg
By:/s/ Sandra Green AIF for Odelia Pollak
Odelia Pollak, Trustee
/s/ Sandra Green AIF for Richard Rinberg
Richard Rinberg
/s/ Sandra Green AIF for John M. Brown
John M. Brown
Exhibit A
Agreement
The undersigned agree that this Schedule 13G, all further amendments thereto, and any Schedule 13D (and all amendments thereto), required to be filed by reporting persons hereunder relating to the Common Stock of ZION OIL & GAS INC. shall be filed on behalf of the undersigned.
/s/ Sandra Green AIF for Glen H. Perry
Glen H. Perry
/s/ Sandra Green AIF for Philip Mandelker
Philip Mandelker
Donald E. & Ivy M. Green TTEE Revocable Living Trust
By:/s/ Sandra Green AIF for Donald Green
Donald Green, Trustee
By:/s/ Sandra Green AIF for Ivy Green
Ivy Green, Trustee
/s/ Sandra Green AIF for Elisha Roih
Elisha Roih
/s/ Sandra Green AIF for Joan Brown
Joan Brown
/s/ Sandra Green AIF for Norman Ingram
Norman Ingram
/s/ Sandra Green AIF for Rosemary Ingram
Rosemary Ingram
Carol Joan Skarvi Trust
By:/s/ Sandra Green AIF for Carol Joan Skarvi
Carol Joan Skarvi, Trustee
/s/ Sandra Green AIF for Robert Jarvis
Robert Jarvis
/s/ Sandra Green AIF for Mark Brown
Mark Brown
/s/ Sandra Green AIF for Darwin K. Pratt
Darwin K. Pratt
/s/ Sandra Green AIF for Eugene Soltero
Eugene Soltero
/s/ Sandra Green AIF for David Patir
David Patir
/s/ Sandra Green AIF for Peter Donlin
Peter Donlin
/s/ Sandra Green AIF for Dorothy Wolfe
Dorothy Wolfe
/s/ Sandra Green AIF for Jane Anderson
Jane Anderson
/s/ Sandra Green AIF for Tamara Trzcinski
Tamara Trzcinski
/s/ Sandra Green AIF for Jim Duncan
Jim Duncan
/s/ Sandra Green AIF for Ursula Veselka
Ursula Veselka
/s/ Sandra Green AIF for Eliezer Kashai
Dr. Eliezer Kashai
/s/ Sandra Green AIF for David Halperin
David Halperin
/s/ Sandra Green AIF for Irith Rappaport
Irith Rappaport
/s/ Sandra Green AIF for Roger Pratt
Roger Pratt
/s/ Sandra Green AIF for Judy Pratt
Judy Pratt
/s/ Sandra Green AIF for William Avery
William Avery
Philip Mandelker Irrevocable Trust
By:/s/ Sandra Green AIF for Jessica Friedman
Jessica Friedman, Trustee
/s/ Sandra Green AIF for Karen Soltero
Karen Soltero
/s/ Sandra Green AIF for Nicole Ramdeen
Nicole Ramdeen
/s/ Sandra Green AIF for Michael Berger
Michael Berger
/s/ Sandra Green AIF for Marsha Coleman
Marsha Coleman
ESOP Trust Company FBO Richard Rinberg
By:/s/ Sandra Green AIF for Odelia Pollak
Odelia Pollak, Trustee
/s/ Sandra Green AIF for Richard Rinberg
Richard Rinberg
/s/ Sandra Green AIF for John M. Brown
John M. Brown
Exhibit B
Glen H. Perry
255A Dizengoff Street # 18
Tel Aviv, Israel 63117
Philip Mandelker
44/26 Tagore Street
Tel Aviv, Israel 69341
TTEE Revocable Living Trust FBO Donald & Ivy Green U/A/D 12/17/96
3615 Karen Parkway # 202
Waterford, MI 48328
Elisha Roih
23 Ya Kov Meridor
Tel Aviv, Israel 69411
Joan Brown
600 St. Emelion Court
Irving, TX 75038
Norman Ingram
448 Nicolet
Walled Lake, MI 48390-3542
Rosemary Ingram
448 Nicolet
Walled Lake, MI 48390-3542
Carol Joan Skarvi Trust
4374 Springbrook Dr.
Swartz Creek, MI 48473
Robert Jarvis
3710 Elizabeth Lk. Rd.
Waterford, MI 48328
Mark Brown
3710 Elizabeth Lk. Rd.
Waterford, MI 48328
Darwin K. Pratt
5748 Owen Rd.
Cheboygan, MI 49721-9433
Eugene Soltero
7127 Hillgreen Drive
Dallas, TX 75214
David Patir
5630 Avalon Way
Houston, TX 77057
Peter Donlin
2850 Dixie Highway
Waterford, MI 48328
Dorothy Wolfe
1915 Baldwin Road
Pontiac, MI 48340
Jane Anderson
3223 Stumpwood
Commerce, MI 48382
Tamara Trzcinski
3223 Stumpwood
Commerce, MI 48382
Jim Duncan
5813 Bellaire
Houston, TX 77081
Ursula Veselka
830 Rossini Blvd., Windsor
Windsor, ON N8Y 2Z3 Canada
Dr. Eliezer Kashai
Menechem Begin #11
Ra'annana, Israel 43722
David Halperin
17B Gluskin St.
Rehovot, Israel
Irith Rappaport
255A Dizengoff St. #18
Tel Aviv, Israel 63117
Roger Pratt
13040 N. Holly Rd.
Holly, MI 48442
Judy Pratt
13040 N. Holly Rd.
Holly, MI 48442
William Avery
9480 Gatetrail
Dallas, TX 75238
Philip Mandelker Irrevocable Trust
305 E. 24th St.
New York, NY 10010
Karen Soltero
11113 Moorpark Street, #107
W. Toluca Lake, CA 91602
Nicole Ramdeen
5460 Courtney Circle
Boynton Beach, FL 33437
Michael Berger
3318 Sturbridge Ln
Sugar Land, TX 77479
Marsha Coleman
5000 Dull Knife Dr.
Austin, TX 78759
ESOP Trust Co. FBO Richard Rinberg
Aviv Tower
7 Jabotinsky St.
Ramat Gan, Israel 52520
Richard Rinberg
55 Ahad Ha'am
Ra'anana, Israel 43210
John Brown
6510 Abrams Road
Suite 300
Dallas, Texas 75231
Exhibit C
Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. In addition, Ralph Devore who may be deemed a group member with the other reporting persons hereunder has informed Issuer that he is filing a separate Schedule 13G. To the knowledge of the reporting persons, Mr. Devore beneficially owns 218,016 shares representing 2.5% of the total outstanding shares of Issuer.
The following individuals may be members of a 13(d) group with the reporting persons. Below is a listing of the beneficial ownership of such persons.
Edwin L. Johnson
Sole Voting Power:
0
Shared Voting Power:
0
Sole Dispositive Power:
90,000
Shared Dispositive Power:
0
Aggregate Amount Beneficially Owned:
90,000
Percent of Class Represented:
1.0%
Ronald E. Lichtman
Sole Voting Power:
0
Shared Voting Power:
0
Sole Dispositive Power:
12,500
Shared Dispositive Power:
0
Aggregate Amount Beneficially Owned:
12,500
Percent of Class Represented:
0.1%
Horst Witt
Sole Voting Power:
0
Shared Voting Power:
0
Sole Dispositive Power:
0
Shared Dispositive Power:
5,000
Aggregate Amount Beneficially Owned:
5,000
Percent of Class Represented:
0.1%
Gerda Witt
Sole Voting Power:
0
Shared Voting Power:
0
Sole Dispositive Power:
0
Shared Dispositive Power:
5,000
Aggregate Amount Beneficially Owned:
5,000
Percent of Class Represented:
0.1%
Jean Bowles
Sole Voting Power:
0
Shared Voting Power:
0
Sole Dispositive Power:
5,000
Shared Dispositive Power:
0
Aggregate Amount Beneficially Owned:
5,000
Percent of Class Represented:
0.1%
Carla Moore
Sole Voting Power:
0
Shared Voting Power:
0
Sole Dispositive Power:
3,333
Shared Dispositive Power:
0
Aggregate Amount Beneficially Owned:
3,333
Percent of Class Represented:
0.0%