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OMB APPROVAL OMB NUMBER: 3235-0145 Expires: December 31, 2005 Estimated average burden hour's per response.....11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ___________)* Culp, Inc. -------------------------------------------------------------------------------- (Name of Issuer) Common Stock -------------------------------------------------------------------------------- (Title of Class of Securities) 230215105 -------------------------------------------------------------------------------- (CUSIP Number) March 3, 2005 -------------------------------------------------------------------------------- (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. 230215105 13G Page 2 of 6 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Fountainhead Partners, L.P. 75-2913759 -------------------------------------------------------------------------------- 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 Texas -------------------------------------------------------------------------------- 5 SOLE VOTING POWER NUMBER OF 650,000 SHARES ------------------------------------------------- 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 ------------------------------------------------ EACH 7 SOLE DISPOSITIVE POWER REPORTING 650,000 PERSON ------------------------------------------------ 8 SHARED DISPOSITIVE POWER WITH 0 ------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 650,000 -------------------------------------------------------------------------------- 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.6% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (See Instructions) PN -------------------------------------------------------------------------------- 13G Page 3 of 6 Pages Item 1. (a). Name of Issuer: Culp, Inc. (b). Address of Issuer's Principal Executive Offices: 101 S. Main St., High Point, NC 27261 Item 2. (a). Name of Person Filing: Fountainhead Partners, L.P. (b). Address of Principal Business Office or, if none, Residence: 2201 E. Lamar, Ste 260, Arlington, TX 76006 (c). Citizenship: Texas 13G Page 4 of 6 Pages Item 2. (d). Title of Class of Securities: Common Stock (e). CUSIP Number: 23021505 Item 3. N/A 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: 650,000 shares of common stock For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, the Reporting Person may be deemed to beneficially own the Common Stock described in this Item 4 because the Reporting Person acts as investment manager to Durango Investments, L.P. and Phoenix-Durango Investments, L.P. (collectively, the "Funds" and each individually a "Fund"). As investment manager to the Funds, the Reporting Person has voting and investment control with respect to the shares of Common Stock held by the Funds. (b). Percent of Class: 5.6% (c). Number of shares as to which the person has: (i) Sole power to vote or to direct the vote 650,000. (ii) Shared power to vote or to direct the vote. (iii) Sole power to dispose or to direct the disposition of 650,000. (iv) Shared power to dispose or to direct the disposition of. 13G Page 5 of 6 Pages Item 5. Ownership of Five Percent or Less of a Class: N/A Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A 13G Page 6 of 6 Pages Item 9. N/A 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. 3/11/05 --------------------------------- Date L. Scott Rand --------------------------------- Signature L. Scott Rand President Rand Financial Inc., GP of Fountainhead Partners, L.P. --------------------------------- Name/Title