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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. 2)*
Cellular Technical Services Company, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
151167103
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(CUSIP Number)
December 31, 2005
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(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).
CUSIP NO. 151167103
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Minerva Group, LP 75-3088096
David P. Cohen
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2. Check the Appropriate Box if a Member of a Group
(a)
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(b)
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3. SEC Use Only
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4. Citizenship or Place of Organization
Minerva Group, LP - Delaware
David P. Cohen - U.S. Citizen
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Number of Shares Beneficially Owned by Each Reporting Person With:
5. Sole Voting Power
Minerva Group, LP - 229,351
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6. Shared Voting Power - 0
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7. Sole Dispositive Power
Minerva Group, LP - 229,351
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8. Shared Dispositive Power - 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
Minerva Group, LP - 229,351
David P. Cohen - 229,351 (includes shares beneficially owned by
Minerva)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
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11. Percent of Class Represented by Amount in Row (9) 5.0%
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12. Type of Reporting Person
Minerva Group, LP - PN
David P. Cohen - IN
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Item 1.
(a) Name of Issuer
Cellular Technical Services Company, Inc.
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(b) Address of Issuer's Principal Executive Offices
20 East Sunrise Highway, Suite 200
Valley Stream, NY 11581
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Item 2.
(a) Name of Persons Filing
Minerva Group, LP
David P. Cohen
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(b) Address of Principal Business Office or, if none,
Residence
50 Monument Road, Suite 201
Bala Cynwyd, PA 19004
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(c) Citizenship
David P. Cohen is a U.S. Citizen.
Minerva Group, LP is organized under Delaware law.
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(d) Title of Class of Securities
Common Stock, par value $.001 per share
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(e) CUSIP Number
151167103
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Item 3. This statement is not filed pursuant to Rules 13d-1(b), 13d-2(b) or
13d-2(c).
Item 4. Ownership
(a) Amount beneficially owned:
Minerva Group, LP - 229,351
David P. Cohen - 229,351 (includes shares beneficially
owned by Minerva)
(b) Percent of Class: 5.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
Minerva Group, LP - 229,351
(ii) shared power to vote or to direct the vote:
(iii)sole power to dispose or to direct the disposition of:
Minerva Group, LP - 229,351
(iv) shared power to dispose or to direct the disposition of:
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
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.
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.
MINERVA GROUP, LP
February 1, 2006
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Date
Minerva GP, Inc., General Partner
David P. Cohen, President
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Name/Title
By: /s/ Beth N. Lowson
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Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
February 1, 2006
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Date
David P. Cohen
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By: /s/ Beth N. Lowson
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Beth N. Lowson
The Nelson Law Firm, LLC
75 South Broadway, 4th Floor
White Plains, NY 10601
Attorney In Fact
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Stephen J. Nelson and
Beth N. Lowson, each of The Nelson Law Firm, LLC, 75 South Broadway, 4th Floor,
White Plains, NY 10601, signing singly, with full power of substitution, as
the true and lawful attorney of the undersigned, and authorizes and designates
each of them to sign on behalf of the undersigned, and to file filings and any
amendments thereto made by or on behalf of the undersigned in respect of the
beneficial ownership of equity securities held by the undersigned, directly,
indirectly or beneficially, pursuant to Sections 13(d), 13(g) and 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13(d), 13(g) or 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until withdrawn
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of January 2004.
/s/ David P. Cohen
David P. Cohen