UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Combined Professional Services, Inc.
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(Name of Issuer)
Shares of Common Stock, $.001 Par Value
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(Title of Class of Securities)
200256-10-5
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(CUSIP Number)
Patrick J. Allin
Patron Systems, Inc.
212 West Kinzie Street
Chicago, Illinois 60610
(312) 493-2171
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 10, 2002
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(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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
(Continued on the following pages)
SCHEDULE 13D
CUSIP No. 855905 10 5 Page 2 of 7 Pages
1. NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Thomas Prousalis, P.L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP
(a) [_]
(b) [_]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Washington, D.C.
Number of 7. SOLE VOTING POWER
Shares
Beneficially 1,500,000
Owned By
Each 8. SHARED VOTING POWER
Reporting
Person With: -0-
9. SOLE DISPOSITIVE POWER
1,500,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.02%
14. TYPE OF REPORTING PERSON
OO
Page 3 of 7 Pages
Thomas Prousalis, P.L.L.C., a Washington D.C. Professional Limited
Liability Corporation (the "Reporting Person") is filing this Statement on
Schedule 13D (this "Schedule 13D") in connection with its beneficial ownership
of the common stock, par value $0.001 per share (the "Common Stock"), of
Combined Professional Services, Inc., a Nevada corporation ("the Company").
Item 1. Security and Issuer.
The class of equity securities to which this Schedule 13D relates is the
common stock, par value $0.001 per share, of the Company. The principal
executive offices of the Company are located at 212 West Kinzie Street, Chicago,
Illinois 60610.
Item 2. Identity and Background.
(a) - (c) This statement is being filed on behalf of Thomas Prousalis
P.L.L.C., a Washington D.C. Professional Limited Liability Corporation. The
business address of the Reporting Person is 1919 Pennsylvania Avenue, N.W.,
Suite 200, Washington, D.C. 20006. Thomas T. Prousalis, Jr. ("Mr. Prousalis") is
presently employed as an attorney for the Reporting Person. The primary business
address for the Reporting Person and Mr. Prousalis is 1919 Pennsylvania Avenue,
N.W., Suite 200, Washington, D.C. 20006.
(d) - (e) During the last five years, neither the Reporting Person nor Mr.
Prousalis has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction which resulted in a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or State securities laws or finding
any violation with respect to such laws.
(f) Mr. Prousalis is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Amended and Restated Share Exchange Agreement, dated as of
October 10, 2002, between the Company and the shareholders of Patron named
therein (the "Share Exchange Agreement"), a copy of which was attached as
Exhibit 2.1 to the Company's filing on Form 8-K on October 10, 2002 and which is
incorporated herein by reference, on October 10, 2002, the Reporting Person
acquired from the Company 1,500,000 shares of Common Stock in exchange for
1,500,000 shares of Patron common stock.
Item 4. Purpose of Transaction.
The Reporting Person's purpose in acquiring the shares of Common Stock
reported in Item 5(a) hereof is for investment. The Reporting Person may
purchase additional shares of Common Stock from time to time, either in the open
market or in privately negotiated transactions. Any decision of the Reporting
Person to increase or decrease its holdings in
Page 4 of 7 Pages
Common Stock will depend, however, on numerous factors, including, without
limitation, the price per share of the Common Stock, the terms and conditions
related to the purchase and sale, the prospects and profitability of the
Company, other business and investment alternatives of the Reporting Person and
general economic and market conditions. At any time, the Reporting Person may
determine to dispose of some or all of his holdings of Common Stock depending on
those and other considerations.
The Reporting Person is aware that Patron in connection with the share
exchange has requested that the Company consider a reincorporation merger,
pursuant to which the Company may be merged with and into Patron, with Patron as
the surviving corporation. In connection with such a reincorporation merger,
there could be changes in the composition of the board of directors of the
Company, material changes in the present capitalization of the Company or
changes in the Company's charter or bylaws. The Reporting Person is aware that
the Company intends to grow through the acquisition of software providers,
although there can be no guarantee that such acquisitions will be consummated.
Except as set forth above, the Reporting Person does not have any plans
or proposals that relate to or would result in: (i) the acquisition by any
person of additional securities of the Company or the disposition of securities
of the Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company; (iii) a sale or transfer
of a material amount of assets of the Company; (iv) any change in the present
board of directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (v) any material change in the present capitalization or
dividend policy of the Company; (vi) any other material change in the Company's
business or corporate structure; (vii) changes in the Company's charter, bylaws
or instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national securities exchange or
cease to be authorized to be quoted in an interdealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number of shares of Common Stock to which this
Schedule 13D relates is 1,500,000 shares, representing 5.02% of the 29,888,888
outstanding shares of Common Stock. The Reporting Person directly beneficially
owns all 1,500,000 of these shares, representing 5.02% of the outstanding
shares.
(b) The Reporting Person has the sole power to vote or to direct the
vote, and the sole power to dispose or to direct the disposition of, those
shares of Common Stock reported as being directly beneficially owned by him in
Item 5(a) hereof.
Page 5 of 7 Pages
(c) The Reporting Person's only transaction in shares of Common Stock
during the past 60 days was the consummation of the share exchange pursuant to
the Share Exchange Agreement described in Item 3 hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Other than the Share Exchange Agreement described in Item 3 hereof, the
Reporting Person has not entered into any contract, arrangement, understanding
or relationship (legal or otherwise) with any person with respect to any
securities of the Company.
Page 6 of 7 Pages
Item 7. Material to be Filed as Exhibits.
Exhibit No. Exhibit Page
2.1 Amended and Restated Share
Exchange Agreement, dated as
of October 10, 2002, among
Combined Professional Services,
Inc., Patron Systems, Inc. and
the Patron Stockholders, as
defined therein (previously
filed as Exhibit 2.1 to the
Company's Current Report on Form
8-K filed with the Securities
and Exchange Commission on
October 10, 2002 and incorporated
herein by reference).
Page 7 of 7 Pages
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.
October 18, 2002
THOMAS PROUSALIS, P.L.L.C.
By: /s/ Thomas Prousalis, P.L.L.C.
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