-----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, UpnfglnJUuTcQacYhk2T89/AuNwTn5bL2+p1yB10XlEP4oc7Ld9x6N9KICzgUoN3 4nX7fzwiXJGg9V9vQ5npNg== 0000950120-03-000398.txt : 20030625 0000950120-03-000398.hdr.sgml : 20030625 20030625131814 ACCESSION NUMBER: 0000950120-03-000398 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030625 GROUP MEMBERS: ALLIANCE EQUITIES, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: POINT GROUP HOLDINGS INCORP CENTRAL INDEX KEY: 0001099234 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 541838089 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78506 FILM NUMBER: 03756293 BUSINESS ADDRESS: STREET 1: 2240 SHELTER ISLAND DRIVE #202 CITY: SAN DIEGO STATE: CA ZIP: 92106 BUSINESS PHONE: 6192263536 FORMER COMPANY: FORMER CONFORMED NAME: SYCONET COM INC DATE OF NAME CHANGE: 20000119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EPSTEIN RICHARD CENTRAL INDEX KEY: 0001140667 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 7100 NW 126 TERRACE CITY: PARKLAND STATE: FL ZIP: 33076 BUSINESS PHONE: 9547530904 MAIL ADDRESS: STREET 1: 7100 NW 126 TERRACE CITY: PARKLAND STATE: FL ZIP: 33076 SC 13D 1 sch13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) POINT GROUP HOLDINGS, INCORPORATED ---------------------------------- (Name of Issuer) COMMON STOCK (Title of Class of Securities) 87122R-10-0 ----------- (CUSIP Number) JOHN FLEMING, PRESIDENT POINT GROUP HOLDINGS, INCORPORATED 2240 SHELTER ISLAND DRIVE, SUITE 202 SAN DIEGO, CA 92106 (619) 269-8692 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 15, 2000 ------------- (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 whom copies are 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 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, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. - -------------------------------------------------------------------------------- CUSIP NO. 278895 20 6 13D - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) RICHARD EPSTEIN - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (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) |X| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA, USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 750,000(1) BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER None - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 750,000(1) - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 750,0001 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.236%(2) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------- 1 PURSUANT TO A CONSULTING AGREEMENT DATED JULY 11, 2001 A COPY OF WHICH WAS FILED AS EXHIBIT 4.4 OF PGHI'S S-8 ON FEBRUARY 6, 2002. THE CERTIFICATES WERE NEVER DELIVERED TO MR. EPSTEIN. THE MATTER REMAINS UNRESOLVED. 2 ALL PERCENTAGES HAVE BEEN CALCULATED BASED ON A TOTAL OF 317,071,449 OUTSTANDING SHARES AS ADVISED BY ISSUER'S TRANSFER AGENT ON JUNE 20, 2003. - -------------------------------------------------------------------------------- CUSIP NO. 278895 20 6 13D - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) ALLIANCE EQUITIES, INC 65-0733456 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (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) |X| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA, USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 10,252,654 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER None - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 10,252,654 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,252,654 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.23%(3) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ----------- 3 SEE FOOTNOTE NUMBER 2. ITEM 1. SECURITY AND ISSUER Point Group Holdings, Incorporated 2240 Shelter Island Drive, Suite 202 San Diego, CA 92106 (619) 269-8692 ITEM 2. IDENTITY AND BACKGROUND (a) The persons filing this statement are Richard Epstein ("Mr. Epstein"), for and on behalf of himself and Alliance Equities, Inc. ("Alliance"), a Florida corporation wholly owned by Mr. Epstein. (b) Mr. Epstein's and Alliance's principal office is located at 7100 NW 126 Terrace, Parkland, FL 33076. The telephone number of Alliance is (954) 753-0904. Alliance is a venture capital/investment company. Mr. Epstein is the President and sole officer of Alliance. (c) Mr. Epstein is a private investor whose principal business is venture capital. (d) Neither Mr. Epstein, nor Alliance, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) On May 5, 2003, the Honorable Nora M. Manella, United States District Judge for the Central District of California, entered judgments, pursuant to Mr. Epstein's consent, against Mr. Epstein and Alliance a company controlled by Mr. Epstein. In this judgment, Mr. Epstein and Alliance were permanently enjoined from future violations of the stock sale reporting provisions of the federal securities laws, Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and Rules 13d-1, 13d-2 and 16a-3 thereunder. The judgments also ordered Epstein and Alliance to disgorge $618,230 in gains plus prejudgment interest, and ordered Mr. Epstein to pay a civil penalty in the amount of $25,000. This judgment was based on a complaint, filed August 7, 2002, in which the Securities and Exchange Commission alleged that Mr. Epstein and Alliance failed to supply the SEC and the public with information regarding the common stock of another company by filing Schedule 13D updates and failing to report purchases in Form 4 filings. (f) Mr. Epstein is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On December 16, 1999, Alliance entered into a Funding Agreement ("Agreement") with the Issuer. Under the Agreement, Alliance agreed to loan the Issuer $2,000,000. As an inducement to entering into the Agreement, Alliance was granted a warrant to purchase 600,000 shares of common stock of the Issuer at $0.01 per share. This warrant was exercised and the shares were acquired on June 15, 2000. The other 1,269,492 restricted shares of common stock acquired from the Issuer on this date were partial repayment of the loan, plus accrued interest, made to the Issuer by Alliance under the Agreement. Under an Addendum to the Funding Agreement ("Addendum"), dated August 4, 2000, the maximum commitment was decreased to $1,000,000. On August 9, 2000, 1,250,000 restricted shares of common stock were acquired from the Issuer as partial repayment of the $500,000 loan, plus accrued interest, made to the Issuer by Alliance under the Agreement and the Addendum. On September 7, 2000, 1,923,077 restricted shares of common stock were acquired from the Issuer as partial repayment of the $500,000 loan, plus accrued interest, made to the Issuer by Alliance under the Agreement and the Addendum. On September 22, 2000, 1,923,077 restricted shares of common stock were acquired from the Issuer as partial repayment of the $500,000 loan, plus accrued interest, made to the Issuer by Alliance under the Agreement and the Addendum. On October 12, 2000, 1,818,182 restricted shares of common stock were acquired from the Issuer as partial repayment of the $500,000 loan, plus accrued interest, made to the Issuer by Alliance under the Agreement and the Addendum. On November 22, 2000, 714,786 restricted shares of common stock were acquired from the Issuer as partial repayment of the $500,000 loan, plus accrued interest, made to the Issuer by Alliance under the Agreement and the Addendum. On January 2, 2001, 254,786 restricted shares of common stock were acquired from the Issuer as final repayment of the $500,000 loan, plus accrued interest, made to the Issuer by Alliance under the Agreement and the Addendum. Under a Consulting Services Agreement between the Issuer and Richard Epstein, dated July 11, 2001, the Issuer agreed to issue 750,000 free trading shares of common stock to Mr. Epstein for services to be rendered under this agreement. On March 1, 2002, these shares were acquired from the Issuer by Mr. Epstein for services rendered under that agreement. On May 29, 2003, Alliance purchased 500,000 shares of common stock in an open market purchase at $.01 per share. ITEM 4. PURPOSE OF THE TRANSACTION See Item 3 above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) 10,252,654 shares owned by Alliance, which is controlled by Mr. Epstein; Mr. Epstein individually owns 750,000 shares for a total of 11,002,654.(4) This amount represents, as of June 18, 2003, 3.55% of the outstanding shares. (b) Mr. Epstein has sole voting power, as president of Alliance, with respect to all shares reported. (c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less: See Item 6 below. (d) No other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. (e) If applicable, state the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities: March 17, 2003. The Issuer's transfer agent has advised that the number of outstanding PGHI shares increased to 282,008,819 on March 17, 2003. Consequently, the combined holdings of Mr. Epstein and Alliance fell to 3.72% on that date. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER See Item 3 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS (a) Funding Agreement between the Issuer and Alliance, dated December 16, 1999 (incorporated by reference to Exhibit 10.1 of the Form 10-SB filed on January 25, 2000). (b) Addendum to the Funding Agreement between the Issuer and Alliance, dated August 4, 2000 (incorporated by reference to Exhibit 10.6 of the Form SB-2 POS filed on August 28, 2000). (c) Consulting Services Agreement between the Issuer and Richard Epstein, dated July 11, 2001 (incorporated by reference to Exhibit 4.4 of the Form S-8 filed on February 6, 2002). - ----------- 4 SEE FOOTNOTE NUMBER 1. 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: June 24, 2003 By: /s/ Richard Epstein ------------------------------- RICHARD EPSTEIN ALLIANCE EQUITIES, INC. By: /s/ Richard Epstein ------------------------------- Name: RICHARD EPSTEIN Title: PRESIDENT -----END PRIVACY-ENHANCED MESSAGE-----