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Proc-Type: 2001,MIC-CLEAR
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UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION Washington,
D.C. 20549 SCHEDULE
13D/A Amendment
No. 3 Under
the Securities Exchange Act of 1934 NATUROL
HOLDINGS LTD. (Name of
Issuer) Common
Stock, $0.001 par value (Title
of Class of Securities) 639048
10 7 (CUSIP
Number) Gary
Grieco 2856 La
Casita Ave. Las
Vegas, Nevada 89120 (702)
435-4268 (Name,
Address and Telephone Number of Person Authorized to Received
Notices and Communications) December
13, 2003 (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 [ ]. NOTE:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7 for other parties to the
whom copies are to be sent. * 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
disclosures provided in a prior cover page. The
information required on 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). 1 NAME OF REPORTING
PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gary Grieco 2 CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See
Instructions): PF 5 CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [
] 6 CITIZENSHIP OR PLACE
OF ORGANIZATION U.S.
NUMBER OF
(7) SOLE
VOTING POWER
1,116,500
SHARES
BENEFICIALLY
(8) SHARED
VOTING POWER
4,104,915*
OWNED BY
EACH REPORTING
(9) SOLE
DISPOSITIVE POWER
1,116,500
PERSON WITH
(10) SHARED DISPOSITIVE
POWER
4,104,915*
* The shares include:
2,988,415 shares held by 3GC Ltd. Gary Grieco is Presdent of 3GC Ltd. 11 AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,104,915 12 CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 45.2% 14 TYPE OF REPORTING
PERSON (See Instructions) (IN)
INDIVIDUAL 1 NAME OF REPORTING
PERSON: I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 3GC Ltd. 2 CHECK THE APPROPRIATE
BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS (See
Instructions): PF 5 CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [
] 6 CITIZENSHIP OR PLACE
OF ORGANIZATION Nevada
NUMBER OF
(7) SOLE
VOTING POWER
2,988,415
SHARES
BENEFICIALLY
(8) SHARED
VOTING POWER
0
OWNED BY
EACH REPORTING
(9) SOLE
DISPOSITIVE POWER
2,988,415
PERSON WITH
(10) SHARED DISPOSITIVE
POWER
0
11 AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,988,415 12 CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 13 PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11) 33% 14 TYPE OF REPORTING
PERSON (See Instructions) (CO) CORPORATION EXPLANATORY
STATEMENT
This
filing (the "Filing") is pursuant to Rule 13d under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), the Statement
on Schedule 13D/A filed by Gary Grieco and 3GC Ltd. ("3GC"), the
"Reporting Person" with respect to the common stock, par value $0.001
per share (the "Common Stock"), of Naturol Holdings Ltd., a Delaware
corporation (the "Issuer") or ("Naturol"). Unless otherwise
indicated, capitalized terms used herein but not otherwise defined shall have
the meanings assigned to them in the Schedule 13D. ITEM 1. SECURITY AND
ISSUER
This
statement relates to Common Stock of the Issuer. The principal executive office
of the Issuer is located at 201 E. Elizabeth St., Elizabeth City, NC 27909. ITEM 2. IDENTITY AND
BACKGROUND Names of Persons Filing:
Gary
Grieco
3GC
Ltd. Address for Each Person Filing:
The
address for each of the reporting persons and entities is:
2856
La Casita Ave., Las Vegas, Nevada 89120. Principal Business or Occupation of Each Reporting Person:
3GC
Ltd. is a business consulting firm and Mr. Grieco is the President of
3GC Ltd. Neither Mr. Grieco nor 3GC Ltd. have been convicted in a criminal
proceeding during the last five years. Neither Mr. Grieco nor 3GC Ltd., during the last five years, were a
party to any civil proceeding of a judicial or administrative body
of competent jurisdiction which resulted in or is subject to 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. ITEM 3. SOURCE AND
AMOUNT OF FUNDS OR OTHER CONSIDERATION Gary
Grieco
From
January 17, 2002 through September 5, 2003, Mr. Grieco acquired beneficial
ownership of 246,500 shares of Common Stock directly from the Issuer.
On
September 22, 2003, Mr. Grieco acquired beneficial ownership of 850,000 shares
of Common Stock by purchasing shares at $0.10 per share directly from the
Issuer.
On
December 15, 2003, Mr. Grieco acquired beneficial ownership of 20,000 shares of
Common Stock by purchasing shares at $0.10 per share in an open market purchase
on the OTC:BB. 3GC
Ltd.
From
January 17, 2002 through August 26, 2003, 3GC acquired beneficial ownership of
148,363 shares of Common Stock directly from the Issuer.
On
August 27, 2003, 3GC acquired beneficial ownership of 2,556,052 shares of Common
Stock of the Issuer through an Equity-for-Debt Exchange Agreement. Pursuant to
the agreement, the Issuer exchanged $255,605.14 of notes payable to 3GC for
2,566,052 shares of common stock of the Issuer.
On
September 5, 2003, 3GC acquired beneficial ownership of 250,000 shares of Common
Stock by purchasing shares at $0.10 per share directly from the Issuer.
On
September 30, 2003, 3GC acquired beneficial ownership of 12,000 shares of Common
Stock by purchasing shares at $0.1481 per share in an open market purchase on
the OTC:BB.
On
November 18, 2003, 3GC acquired beneficial ownership of 12,000 shares of Common
Stock by purchasing shares at $0.10 per share in an open market purchase on the
OTC:BB.
On
December 13, 2003, 3GC acquired beneficial ownership of 10,000 shares of Common
Stock by purchasing shares at $0.10 per share in an open market purchase on the
OTC:BB. ITEM 4. PURPOSE OF
TRANSACTION
Mr.
Grieco and 3GC hold the Shares as reported herein for the purpose of investment.
Except
as set forth in this Item 4, Mr. Grieco and 3GC have no present plans or
proposals to acquire additional securities of the Issuer. However, Mr. Grieco
and 3GC reserve the right from time to time to acquire additional securities
and/or to dispose of securities and to participate in future transactions with
respect to the Issuer's Securities. Upon a material change in the beneficial
ownership of Mr. Grieco and 3GC, Mr. Grieco and 3GC will amend this Schedule
13D.
Other
than as described above, Mr. Grieco and 3GC have no present plans or proposals
which relate to, or may result in, any of the matters listed in items 4(a)-(j)
of Schedule 13D: the acquisition by an unaffiliated person of securities of the
Issuer, or the disposition of securities of the issuer; an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; a sale or transfer of a material amount of assets of the Issuer; a change in the present board of directors of the Issuer as a result
of a merger or acquisition transaction; a material change in the present capitalization or dividend policy
of the Issuer; a material change in the Issuer's business or corporate structure
based on the completion of a merger or acquisition; changes in the Issuer's charter or bylaws as a result of a merger
or acquisition, which may impede the acquisition of control of the
Issuer by any person; causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association; a class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or an action similar to any of those enumerated above. ITEM 5. INTEREST IN
SECURITIES OF THE ISSUER Mr. Grieco beneficially owns 4,104,915 shares of the Issuer's
common stock. 2,988,415 of the 4,104,915 shares are held by 3GC Ltd.
The 4,104,915 shares represent 45.2% of the Issuer's common stock
based on the outstanding shares on December 13, 2003. 3GC
beneficially owns 2,988,415 shares of the Issuer's common stock.
The 2,988,415 represents 33% of the Issuer's common stock based on
the outstanding shares on December 13, 2003.
Gary Grieco (i)
Sole Power to Vote or Direct Vote:
1,116,500
shares of Common Stock (ii)
Shared Power to Vote of Direct the Vote:
4,104,915
shares of Common Stock (iii)
Sole Power to Dispose or Direct Disposition:
1,116,500
shares of Common Stock (iv)
Shared Power to Dispose or Direct the Disposition:
4,104,915
shares of Common Stock 3GC
Ltd.
(i)
Sole Power to Vote or Direct the Vote:
2,988,415
shares of Common Stock (ii)
Shared Power to Vote or Direct the Vote:
0
shares (iii)
Sole Power to Dispose or Direct the Disposition:
2,988,415
shares of Common Stock (iv)
Shared Power to Dispose or Direct the Disposition:
0
shares On September 22, 2003, Mr. Grieco purchased 850,000 shares of Common
Stock of the Issuer for a total purchase price of $85,000, all of
which was paid in cash. On
December 15, 2003, Mr. Grieco purchased 20,000 shares of Common
Stock of the Issuer in an open market purchase on the OTC:BB for a
total purchase price of $2,000, all of which was paid in cash. On
August 27, 2003, 3GC entered into an Equity-for-Debt Exchange
Agreement with the Issuer, whereas 3GC and the Issuer agreed to
exchange $255,605.14 of current notes of the Issuer payable to 3GC
for 2,556,052 shares of common stock of the Issuer.
On September 5, 2003, 3GC purchased 250,000 shares of common stock of the Issuer for a total purchase price of $25,000, all of which was paid in cash.
On September 30, 2003, 3GC purchased 12,000 shares of common stock in an open market purchase for a total purchase price of $1,777.20, all of which was paid in cash.
On November 18, 2003, 3GC purchased 12,000 shares of common stock in an open market purchase for a total purchase price of $1,200, all of which was paid in cash.
On December 13, 2003, 3GC purchased 10,000 shares of common stock in an open market purchase for a total purchase price of $1,000, all of which was paid in cash.
Not Applicable
Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Except as described above, there are no contracts, arrangements, understandings or relationships with respect to securities of the Issuer between Mr. Grieco and the Issuer and/or 3GC and the Issuer.
ITEM 7. EXHIBITS
N/A
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.
Dated: December 30, 2003 Gary Grieco
By: /S/Gary Grieco
Gary Grieco
3GC Ltd.
By: /S/Gary Grieco
Gary Grieco
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 (k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Naturol Holdings Ltd. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 30th day of December 2003.
Gary Grieco
By: /S/Gary Grieco
Gary Grieco
3GC Ltd.
By: /S/Gary Grieco
Gary Grieco
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