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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___1_______)*
Liquid Audio, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
53631T 10 2
(CUSIP Number)
January 30, 2003
(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)
[ x ] Rule 13d-1(c)
[ ] 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 ("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. 53631T 10 2
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Hedgehog Capital LLC
David T. Lu
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 Delaware
Number of 5. Sole Voting Power
Shares
Beneficially 6. Shared Voting Power 0
Owned by
Each Reporting 7. Sole Dispositive Power
Person With
8. Shared Dispositive Power 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person 0
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9) 0.0%
12. Type of Reporting Person (See Instructions)
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INSTRUCTIONS FOR SCHEDULE 13G
INSTRUCTIONS FOR COVER PAGE
(l) Names and I.R.S. Identification Numbers of Reporting Persons-Furnish the
full legal name of each person for whom the report is filed-i.e., each person
required to sign the schedule itself-including each member of a group. Do not
include the name of a person required to be identified in the report but who is
not a reporting person. Reporting persons that are entities are also requested
to furnish their I.R.S. identification numbers, although disclosure of such
numbers is voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING
WITH SCHEDULE 13G" below).
(2) If any of the shares beneficially owned by a reporting person are held
as a member of a group and that membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or describes a
relationship with other persons but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to Rule 13d1(k)(1)
in which case it may not be necessary to check row 2(b)].
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(3) The third row is for SEC internal use; please leave blank.
(4) Citizenship or Place of Organization-Furnish citizenship if the named
reporting person is a natural person. Otherwise, furnish place of organization.
(5)-(9), Aggregate Amount Beneficially Owned By Each Reporting Person, Etc.
-Rows (11) (5) through (9) inclusive, and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).
(10) Check if the aggregate amount reported as beneficially owned in row (9)
does not include shares as to which beneficial ownership is disclaimed pursuant
to Rule 13d-4 (17 CFR 240.13d-4] under the Securities Exchange Act of 1934.
(12) Type of Reporting Person-Please classify each "reporting person" according
to the following breakdown (see Item 3 of Schedule 13G) and place the
appropriate symbol on the form:
Category Symbol
Broker Dealer BD
Bank BK
Insurance Company IC
Investment Company IV
Investment Adviser IA
Employee Benefit Plan, Pension Fund, or Endowment Fund EP
Parent Holding Company/Control Person HC
Savings Association SA
Church Plan CP
Corporation CO
Partnership PN
Individual IN
Other OO
Attach as many copies of the second part of the cover page as are needed,
one reporting person per page.
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Filing persons may, in order to avoid unnecessary duplication, answer items
on the schedules (Schedule 13D, 13G or 14D1) by appropriate cross references to
an item or items on the cover page(s). This approach may only be used where the
cover page item or items provide all the disclosure required by the schedule
item. Moreover, such a use of a cover page item will result in the item becoming
a part of the schedule and accordingly being considered as "filed" for purposes
of Section 18 of the Securities Exchange Act or otherwise subject to the
liabilities of that section of the Act.
Notes: Reporting persons may comply with their cover page filing
requirements by filing either completed copies of the blank forms available from
the Commission, printed or typed facsimiles, or computer printed facsimiles,
provided the documents filed have identical formats to the forms prescribed in
the Commission's regulations and meet existing Securities Exchange Act rules as
to such matters as clarity and size (Securities Exchange Act Rule 12b-12).
SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 and
the rules and regulations thereunder, the Commission is authorized to solicit
the information required to be supplied by this schedule by certain security
holders of certain issuers.
Disclosure of the information specified in this schedule is mandatory, except
for I.R.S. identification numbers, disclosure of which is voluntary. The
information will be used for the primary purpose of determining and disclosing
the holdings of certain beneficial owners of certain equity securities. This
statement will be made a matter of public record. Therefore, any information
given will be available for inspection by any member of the public.
Because of the public nature of the information, the Commission can use it for a
variety of purposes, including referral to other governmental authorities or
securities self-regulatory organizations for investigatory purposes or in
connection with litigation involving the Federal securities laws or other civil,
criminal or regulatory statutes or provisions. I.R.S. identification numbers, if
furnished, will assist the Commission in identifying security holders and,
therefore, in promptly processing statements of beneficial ownership of
securities.
Failure to disclose the information requested by this schedule, except for
I.R.S. identification numbers, may result in civil or criminal action against
the persons involved for violation of the Federal securities laws and rules
promulgated thereunder.
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GENERAL INSTRUCTIONS
A. Statements filed pursuant to Rule 13d-1(b) containing the information
required by this schedule shall be filed not later than February 14 following
the calendar year covered by the statement or within the time specified in Rules
13d-1(b)(2) and 13d2(c). Statements filed pursuant to Rule 13d-1(c) shall be
filed within the time specified in Rules 13d-1(c), 13d-2(b) and 13d-2(d).
Statements filed pursuant to Rule 13d-1(d) shall be filed not later than
February 14 following the calendar year covered by the statement pursuant to
Rules 13d-1(d) and 13d-2(b).
B. Information contained in a form which is required to be filed by rules
under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year as that
covered by a statement on this schedule may be incorporated by reference in
response to any of the items of this schedule. If such information is
incorporated by reference in this schedule, copies of the relevant pages of such
form shall be filed as an exhibit to this schedule.
C. The item numbers and captions of the items shall be included but the text
of the items is to be omitted. The answers to the items shall be so prepared as
to indicate clearly the coverage of the items without referring to the text of
the items. Answer every item. If an item is inapplicable or the answer is in the
negative, so state.
Item 1.
(a) Name of Issuer Liquid Audio, Inc.
(b) Address of Issuer's Principal Executive Offices
800 Chesapeake Drive, Redwood City, CA, 94063.
Item 2.
(a) Name of Person Filing Hedgehog Capital LLC
(b) Address of Principal Business Office or, if none, Residence 1117
E. Putnam Ave #320 Riverside, CT 06878
(c) Citizenship U.S.A
(d) Title of Class of Securities Common
(e) CUSIP Number 53631T 10 2
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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:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance
with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(j) [ ] Group, in accordance with 240.13d-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.
(a) Amount beneficially owned: ____0___________.
(b) Percent of class: __0.0%_____________________.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote ___________.
(ii)Shared power to vote or to direct the vote 0.
(iii)Sole power to dispose or to direct the disposition of .
(iv)Shared power to dispose or to direct the disposition of
0.
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Instruction. For computations regarding securities which represent a right to
acquire an underlying security see 240.13d3(d)(1).
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 [ X ].
Instruction: Dissolution of a group requires a response to this item.
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.
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.
*See Exhibit 1
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 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
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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.
ITEM 10. Certification
The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
(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.
The following certification shall be included if the statement is
filed pursuant to 240.13d-1(c):
(b) 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.
*Exhibit 1. David Lu is the principle owner and controlling person of Hedgehog
Capital LLC.
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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.
_________2/7/2003______________
Date
____Hedgehog Capital LLC by: David T. Lu________
Signature
____David T Lu, Managing Member___________
Name/Title
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.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other parties
for whom copies are to be sent.
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS
ATTENTION: (SEE 18 U.S.C. 1001)
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