Schedule 13D/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEJWmRrc9J/faQcA27IbdqoY1L0y/p5vTh/uKVjAO+8E7urmFWAZgeaEy1IG9ch3 V3f3ANrPABQMqe7QFWd7Jg== 0001193125-05-136533.txt : 20050708 0001193125-05-136533.hdr.sgml : 20050708 20050701114140 ACCESSION NUMBER: 0001193125-05-136533 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 GROUP MEMBERS: R. ALLEN STANFORD FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STANFORD VENTURE CAPITAL HOLDINGS INC CENTRAL INDEX KEY: 0001160414 IRS NUMBER: 760619955 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 S BISCAYNE BLVD SUITE 1200 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3053479102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH SYSTEMS SOLUTIONS INC CENTRAL INDEX KEY: 0001093913 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 821513245 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78530 FILM NUMBER: 05931154 BUSINESS ADDRESS: STREET 1: 405 N. REO STREET STREET 2: SUITE 300 CITY: TAMPA STATE: FL ZIP: 33609 BUSINESS PHONE: 813-282-3303 MAIL ADDRESS: STREET 1: 405 N. REO STREET STREET 2: SUITE 300 CITY: TAMPA STATE: FL ZIP: 33609 FORMER COMPANY: FORMER CONFORMED NAME: SILVER KEY MINING CO INC DATE OF NAME CHANGE: 19990826 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A Schedule 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Health Systems Solutions, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

238164 10 7

(CUSIP Number)

Stanford Venture Capital Holdings, Inc.

5050 Westheimer Road

Houston, Texas 77056

Attention: P. Mauricio Alvarado, Esq.

Telephone No.: (713) 964-5100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 13, 2005

(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(b) for other parties to 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).

SCHEDULE 13D


CUSIP No. 238164 10 7				Page 2 of 7 Pages


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON Standard Venture Capital Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14		TYPE OF REPORTING PERSON CO

SCHEDULE 13D


CUSIP No. 238164 10 7				Page 3 of 7 Pages


1	NAME OF REPORTING PERSON S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON R. Allen Stanford
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware and Antigua

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7 SOLE VOTING POWER

8 SHARED VOTING POWER

8,978,177 shares of Common Stock

9 SOLE DISPOSITIVE POWER

10 SHARED DISPOSITIVE POWER

8,978,177 shares of Common Stock


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,978,177 shares of Common Stock
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 81.3% of Common Stock
14		TYPE OF REPORTING PERSON IN

Explanatory Note

This Amendment No. 3 relates to the Schedule 13D filed on behalf of Stanford Venture Capital Holdings, Inc., a Delaware corporation (“SVCH”) and R. Allen Stanford (“Stanford”) (SVCH and Stanford are sometimes collectively referred to herein as the “Reporting Persons”), relating to the beneficial ownership of shares of common stock (“Common Stock”) of Health Systems Solutions, Inc., a Nevada corporation (the “Issuer”). As described in this Schedule 13D, Stanford is joining SVCH in filing this Schedule 13D because, as the sole shareholder of SVCH, Stanford may be deemed to indirectly beneficially own the shares of Common Stock that are directly beneficially owned by SVCH. The filing of this Schedule 13D shall not be deemed to be an admission that any Reporting Person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D.

Item 1 Security and Issuer

This statement relates to the Common Stock of the Issuer. The principal executive offices of the Issuer are located at 405 Reo Street, Suite 300, Tampa, Florida 33609.

Item 2 Identity and Background

(a) - (c) This statement is being filed jointly by Stanford Venture Capital Holdings, Inc., a Delaware corporation (“SVCH”), and R. Allen Stanford, a citizen of the United States and Antigua (“Stanford”). The business address of SVCH and Stanford is 5050 Westheimer Road, Houston, Texas 77056. Stanford is a director of SVCH and is the sole shareholder of SVCH. SVCH’s principal business is to provide investment capital and other funding to companies in various industries.

(d)-(e) During the last five (5) years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding is or was 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

Pursuant to an Assignment and Assumption Agreement (the “Assignment Agreement”) by and between SVCH and Stanford, Stanford acquired certain intangible rights held by SVCH including 8,978,177 shares of Common Stock of the Issuer. As a result of the consummation of the transactions contemplated by the Assignment Agreement, SVCH no longer beneficially owns any shares of Common Stock. Stanford subsequently assigned the rights to Stanford International Bank Limited (“SIBL”). Due to his indirect ownership of SIBL, Stanford can be deemed to indirectly beneficially own the shares of Common Stock that are directly beneficially owned by SIBL. A separate Schedule 13D is being filed on behalf of SIBL to report its ownership of the shares of Common Stock. The Assignment Agreement is attached as Exhibit 10.1 to this Schedule 13D.

Item 4. Purpose of Transaction

Not applicable.

Item 5. Interest in Securities of the Issuer

(a) As of the date of this filing, the SVCH beneficially owns, or has the right to acquire within 90 days of the date hereof, 0 shares of Common Stock. As a result of his indirect ownership of SIBL, Stanford could be deemed to have indirect beneficial ownership of the 8,978,177 shares of Common Stock directly beneficially owned by SIBL, representing 81.3% of the Issuer’s issued and outstanding common stock.

(b) As a result of his indirect ownership of SIBL, Stanford (together with SIBL), has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of the shares of Common Stock beneficially owned by SIBL.

(c) The Reporting Persons only transaction in shares of Common Stock during the past 60 days was the consummation of the transactions contemplated by the Assignment Agreement.

(d) Not applicable.

(e) As of the date of this report, SVCH has ceased to be the beneficial owner of more than five percent of the Common Stock.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in Item 3 of this Schedule 13D and in the attached exhibits, there are no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer to which the Reporting Persons are a party or are subject.

Item 7. Materials to be filed as Exhibits

10.1	Assignment and Assumption Agreement by and between Stanford Venture Capital Holdings, Inc. and R. Allen Stanford.

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.


Date: June 30, 2005	/s/ R. Allen Stanford
	R. Allen Stanford

	STANFORD VENTURE CAPITAL HOLDINGS, INC.

Date: June 30, 2005	/s/ James M. Davis
	Name:	James M. Davis
	Title:	President

EXHIBIT INDEX

10.1	Assignment and Assumption Agreement by and between Stanford Venture Capital Holdings, Inc. and R. Allen Stanford.

EX-10.1 2 dex101.htm ASSIGNMENT AND ASSUMPTION AGREEMENT Assignment and Assumption Agreement

EXHIBIT 10.1

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT and ASSUMPTION AGREEMENT (this “Assignment”) is entered into between Stanford Venture Capital Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware, (hereinafter “SVCH”) and R. Allen Stanford (hereinafter “RAS”):

RECITALS:

WHEREAS, pursuant to those certain Securities Purchase Agreements, dated as of October 16, 2002 and April 30, 2003 (the “Purchase Agreements”), between SVCH and Health Systems Solutions, Inc. (the “Issuer”), SVCH acquired certain securities of the Issuer and was granted certain ancillary rights in connection with such securities;

WHEREAS, pursuant to that certain Loan and Security Agreement, dated as of July 6, 2004, as amended (the “Loan Agreement”), between SVCH and Healthcare Quality Solutions, Inc. (a subsidiary of Issuer), SVCH extended credit and made other financial accommodations to the Issuer, and in consideration thereof the Issuer granted to SVCH a security interest in certain personal property in order to secure the obligations of Issuer under the Loan Agreement;

WHEREAS, as a result of its entry into the Purchase Agreements and the Loan Agreement, SVCH is the owner and holder of certain intangible personal property interests as more particularly set forth on Schedule “A” attached hereto and made a part hereof (collectively, the “Rights”).

WHEREAS, SVCH has determined that it is in the best interest of SVCH to assign, transfer and deliver unto RAS all of its rights, title, and interest in and to the Rights subject to and on the terms and conditions herein; and

WHEREAS, RAS desires to acquire the ownership of the Rights.

NOW THEREFORE, in consideration of the mutual promises herein made, the mutual benefits to be derived from this Assignment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto represent, warrant, covenant and agree as follows:

1. Recitals. The recitals set forth above are true and accurate and are hereby incorporated by reference.

2. Assignment of Rights. SVCH (the “Assignor”) hereby grants, assigns, transfers and delivers to RAS, on an “AS IS” basis, all of its respective rights, title, and interest in and to the Rights including, without limitation, the rights with respect to the payment of all amounts arising from the Rights and interest that accrues thereon after the date hereof. The assignment

provided for herein shall be without recourse to the Assignor. The Assignor also hereby assigns, grants, transfers and delivers to RAS any and all related rights and benefits that it had as holder of the Rights or related to or in connection with the Rights including without limitation as a result of or arising pursuant to any statue, law or regulation, the organization documents of the Issuer, or pursuant to any other agreements, documents or certificates, including without limitation, any and all described in Schedule “A” attached hereto.

3. Assumption of Rights. Upon the execution and delivery of this Assignment to RAS, RAS shall, as of the date hereof, succeed to all of the Assignor’ right, title and interest in and to the Rights. RAS for himself and his successors and assigns, hereby accepts the foregoing Assignment and agrees to assume, fulfill, and perform all obligations of the Assignor under and by virtue of the Rights hereby assigned, which arise on or after the effective date of this Assignment, and does hereby agree to defend, indemnify and hold harmless the Assignor from any liability, damages, causes of actions, expenses and attorneys’ fees incurred by any of the Assignor by reason of the failure of RAS to fulfill, perform and discharge all of the obligations of the Assignor under and by virtue of the Rights assigned hereunder, which arise on or after the effective date of this Assignment; provided, however, that the Assignor shall indemnify and hold RAS harmless from and against any claims by any third party in respect of any matter or circumstance arising prior to the effective date of this Assignment. In addition, the Assignor shall remain liable for all of its respective obligations or any other matter relating to the Rights which arose prior to the effective date of this Assignment (“Pre-Assignment Obligations”), and the Assignor shall defend, indemnify and hold RAS and its successors and assigns harmless from any and all claims, losses, damages, liabilities, causes of action, expenses and attorney’s fees incurred by RAS arising from: (i) any Pre-Assignment Obligation and/or (ii) any false or inaccurate representation or the breach of any representation contained herein.

4. Representations of the Assignor. The Assignor represents and warrants to RAS as follows:

a. That, as of the date hereof, the Assignor has full right and authority to sell and transfer the Rights to RAS, and that the Rights have not been pledged, encumbered or previously transferred in whole or in part.

b. That the Rights are assignable by the Assignor without any consent of any third parties and this assignment of Rights will not cause any default in the performance of any of the terms, covenants, conditions or agreements pertaining to the ownership of the Rights.

c. That the Rights are valid and enforceable and have not been altered, modified or amended and the Assignor is not in (or with the passage of time will be in) default in the performance of any of the terms, covenants, conditions or agreements required of it pursuant to the ownership of the Rights.

5. Further Assurances. The Assignor hereby agrees to take all actions, and execute, acknowledge and deliver all such instruments (including, without limitation, any stock powers, assignments, allonges and any other conveyance documents) as may be necessary to assure RAS the rights intended to be provided to RAS pursuant to this Assignment, including, without limitation, holding for the account of, and promptly remitting to, RAS any and all amounts the Assignor receives by virtue of its ownership of the Rights on or after the date hereof.

6. Miscellaneous. This Assignment shall be governed by and construed in accordance with the laws of the State of Florida. The venue of any litigation arising under this Assignment shall be Miami-Dade County, Florida and the parties hereto consent to the jurisdiction of the Circuit Court of Dade County, Florida in any litigation arising hereunder. In the event of any such litigation, the prevailing party shall be entitled to its reasonable costs and attorneys’ fees. This Assignment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Any oral representations or modifications concerning this Assignment shall be of no force and effect excepting a modification in writing signed by each party hereto. Subject to the provisions hereof, this Assignment shall be binding upon and inure to the benefit of and be enforceable by the parties hereto, and their successors and assignees.

[Signatures Begin on Following Page]

IN WITNESS WHEREOF, the parties have caused this Assignment to be effective as of November 29, 2004.

AGREED TO AND ACCEPTED:

Stanford Venture Capital Holdings, Inc.

/s/ James M. Davis

James M. Davis

President

R. Allen Stanford

/s/ R. Allen Stanford

SCHEDULE “A”

Issuer: Health Systems Solutions, Inc.

The “Rights” consist of all of the right, title and interest of the Assignors, in existence as of the execution date of this Assignment in and to:

(1)

8,978,177 shares of the common stock of the Issuer.

(2)

Loan and Security Agreement, dated July 6, 2004, by and between Healthcare Quality Solutions, Inc. (subsidiary of Issuer) and SVCH.

(3)

Revolver Promissory Note, dated July 6, 2004, in the principal amount of $1,600,000 executed by Healthcare Quality Solutions, Inc. in favor of SVCH.

(4)

Any liens or security interests under Article 9 of the Uniform Commercial Code granted by the Issuer in favor of any of the Assignors or encumbering any of its assets; any statutory liens or other consensual liens against the Issuer or any of its assets; any claims or choses in action, whether in tort or contract, against the Issuer or any of its assets; and any other equity interests in the Issuer held by any of the Assignors.

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