-----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, CXYnARlO1sUGblVXT2I0elZ5QbE5a5RLmmzC4krUGwB7D5NmFBj1L79btxwvwB0/ BEJu/jtdYPTBpZ0rtR7YaQ== 0001104659-06-084213.txt : 20061228 0001104659-06-084213.hdr.sgml : 20061228 20061228150511 ACCESSION NUMBER: 0001104659-06-084213 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061228 DATE AS OF CHANGE: 20061228 GROUP MEMBERS: EDJ LIMITED GROUP MEMBERS: JEFFREY PORTER GROUP MEMBERS: PORTER PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: nFinanSe Inc. CENTRAL INDEX KEY: 0001120792 STANDARD INDUSTRIAL CLASSIFICATION: SHORT-TERM BUSINESS CREDIT INSTITUTIONS [6153] IRS NUMBER: 522268239 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78552 FILM NUMBER: 061302649 BUSINESS ADDRESS: STREET 1: 6015 31ST STREET EAST CITY: BRADENTON STATE: FL ZIP: 34203 BUSINESS PHONE: 941-753-2875 MAIL ADDRESS: STREET 1: 6015 31ST STREET EAST CITY: BRADENTON STATE: FL ZIP: 34203 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN BEAUMONT, INC. DATE OF NAME CHANGE: 20060420 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN BEAUMONT INC DATE OF NAME CHANGE: 20040806 FORMER COMPANY: FORMER CONFORMED NAME: PAN AMERICAN ENERGY CORP DATE OF NAME CHANGE: 20040415 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PORTER CAPITAL MANAGEMENT CO CENTRAL INDEX KEY: 0000942829 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 100 SHORELINE STREET 2: STE 211B CITY: MILL VALLEY STATE: CA ZIP: 94941 BUSINESS PHONE: 4153324466 MAIL ADDRESS: STREET 1: 100 SHORELINE STREET 2: STE 211B CITY: MILL VALLEY STATE: CA ZIP: 94941 SC 13G 1 a06-26378_3sc13g.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

nFinanSe INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

61689A107

(CUSIP Number)

NOVEMBER 15, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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. 61689A107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Porter Partners, LP

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
327,038*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
327,038*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
327,038*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.9%*

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

*  Percentage is based on 77,605,528 shares of common stock of nFinanSe Inc. outstanding as of September 29, 2006, as adjusted to reflect a 1-20 reverse split effective on December 26, 2006. Share amounts give effect to such reverse split.

2



 

 

CUSIP No. 61689A107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Porter Capital Management Co.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
California

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
13,125*

 

6.

Shared Voting Power
408,797*

 

7.

Sole Dispositive Power
13,125*

 

8.

Shared Dispositive Power
408,797*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
421,922*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.9%*

 

 

12.

Type of Reporting Person (See Instructions)
CO
IA

 

*  Percentage is based on 77,605,528 shares of common stock of nFinanSe Inc. outstanding as of September 29, 2006, as adjusted to reflect a 1-20 reverse split effective on December 26, 2006. Share amounts give effect to such reverse split.

3



 

 

CUSIP No. 61689A107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
EDJ Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Bahamas

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

 

6.

Shared Voting Power
81,759*

 

7.

Sole Dispositive Power
0

 

8.

Shared Dispositive Power
81,759*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
81,759*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
2.1%*

 

 

12.

Type of Reporting Person (See Instructions)
CO

 

*  Percentage is based on 77,605,528 shares of common stock of nFinanSe Inc. outstanding as of September 29, 2006, as adjusted to reflect a 1-20 reverse split effective on December 26, 2006. Share amounts give effect to such reverse split.

4



 

 

CUSIP No. 61689A107

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey Porter

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S.A.

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
13,125*

 

6.

Shared Voting Power
408,797*

 

7.

Sole Dispositive Power
13,125*

 

8.

Shared Dispositive Power
408,797*

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
421,922*

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.9%*

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

*  Percentage is based on 77,605,528 shares of common stock of nFinanSe Inc. outstanding as of September 29, 2006, as adjusted to reflect a 1-20 reverse split effective on December 26, 2006. Share amounts give effect to such reverse split.

5



 

Item 1.

 

(a)

Name of Issuer
nFinanSe Inc.

 

(b)

Address of Issuer’s Principal Executive Offices
6015 31st Street East, Bradenton, Florida 34203

 

Item 2.

 

(a)

Name of Person Filing
Porter Capital Management Co. (“Management”), Porter Partners, LP (“Porter Partners”), EDJ Limited (“EDJ”) and Jeffrey Porter (“J. Porter”).

 

(b)

Address of Principal Business Office or, if none, Residence
Each Reporting Person:

300 Drake Landing Road, Suite 175

Greenbrae, California 94904

 

(c)

Citizenship
Management:        California

Partners:                California

EDJ:                        Bahamas

J. Porter:                  U.S.A.

 

 

 

(d)

Title of Class of Securities
Common Stock

 

(e)

CUSIP Number
61689A107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Not applicable.

 

6



 

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:   

421,922

 

(b)

Percent of class:   

9.9%

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

13,125

 

 

(ii)

Shared power to vote or to direct the vote    

408,797

 

 

(iii)

Sole power to dispose or to direct the disposition of   

13,125

 

 

(iv)

Shared power to dispose or to direct the disposition of   

408,797

 

This Schedule 13G filing relates to 421,922 shares, which are owned as follows: (i) 13,125 shares are held by EDJ, 13,125 shares are held by J. Porter and 52,500 shares are held by Porter Partners, (ii) 68,634 shares are underlying Senior Secured Convertible Promissory Notes nFinanSe Inc. issued to EDJ, which is convertible into an aggregate of 87,000 shares of Common Stock at $1.00 a share, subject to certain restrictive provisions, at any time on or after November 15, 2006, (iii) 274,538 shares are underlying Senior Secured Convertible Promissory Notes nFinanSe Inc. issued to Porter Partners, which is convertible into an aggregate of 350,000 shares at $1.00 a share, subject to certain restrictive provisions, at any time on or after November 15, 2006.  J. Porter also owns a Senior Secured Convertible Promissory Note nFinanSe Inc. issued to J. Porter, which is convertible into 75,000 shares at $1.00 a share, but is currently subject to certain restrictive provision that prohibit its conversion.  J. Porter, through Management, has voting and dispositive power over the securities held by EDJ and the Partners. J. Porter disclaims beneficial ownership of the securities held by these entities except for his pecuniary interest therein. All amounts and percentages in this Item 4 give effect to nFinanSe Inc.’s 1-20 reverse split effective on December 26, 2006.

 

Instruction.  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

 

 

 

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

                Porter Capital is an investment adviser the clients of which have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares. No client, other than Porter Partners, separately holds more than five percent of the outstanding shares.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

                Management is an investment adviser and is the general partner of investment limited partnerships, including Porter Partners. J. Porter is the controlling owner of Management.  Porter Partners is filing this Schedule 13G jointly with the other Filers, but not as a member of a group, and expressly disclaims membership in a group. In addition, the filing of this Schedule 13G on behalf of Porter Partners should not be construed as an admission that it is, and Porter Partners disclaims that it is, the beneficial owner, as defined in Rule 13d-3 under the Securities Exchange Act of 1934, of any of the shares covered by this Schedule 13G.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

 

By signing below the undersigned certify that, to the best of the undersigned’s 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.

 

7



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:  December 27, 2006

 

 

PORTER PARTNERS, LP

 

 

 

 

 

 

By:

 /s/ Jeffrey Porter

 

 

Name:

 Jeffrey Porter

 

 

Title:

 General Partner

 

Date:  December 27, 2006

 

 

EDJ LIMITED

 

 

 

 

 

 

By:

 /s/ Jeffrey Porter

 

 

Name:

 Jeffrey Porter

 

 

Title:

 Trading Advisor

 

Date:  December 27, 2006

 

 

JEFFREY PORTER

 

 

 

 

 

 

By:

 /s/ Jeffrey Porter

 

Date:  December 27, 2006

 

 

 

 

PORTER CAPITAL MANAGEMENT CO.

 

 

 

 

By:

 /s/ Jeffrey Porter

 

 

Name:

 Jeffrey Porter

 

 

Title:

 General Partner

 

 

8



AGREEMENT REGARDING JOINT FILING

 

OF STATEMENT ON SCHEDULE 13D OR 13G

 

                The undersigned agree to file jointly with the Securities and Exchange Commission (the "SEC") any and all statements on Schedule 13D or Schedule 13G (and any amendments or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales by the undersigned of securities of any issuer, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G. For that purpose, the undersigned hereby constitute and appoint Porter Capital Management Co., a California general partnership, as their true and lawful agent and attorney-in-fact, with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d) and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases and sales, and to do and perform every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or could do if personally present, until such time as the undersigned file with the SEC a statement terminating this Agreement Regarding Joint Filing of Statement on Schedule 13D or 13G.

 

Date:  December 27, 2006

 

 

PORTER PARTNERS, LP

 

 

 

 

 

 

By:

 /s/ Jeffrey Porter

 

 

Name:

 Jeffrey Porter

 

 

Title:

 General Partner

 

Date:  December 27, 2006

 

 

EDJ LIMITED

 

 

 

 

 

 

By:

 /s/ Jeffrey Porter

 

 

Name:

 Jeffrey Porter

 

 

Title:

 Trading Advisor

 

Date:  December 27, 2006

 

 

JEFFREY PORTER

 

 

 

 

 

 

By:

 /s/ Jeffrey Porter

 

Date:  December 27, 2006

 

 

 

 

PORTER CAPITAL MANAGEMENT CO.

 

 

 

 

By:

 /s/ Jeffrey Porter

 

 

Name:

 Jeffrey Porter

 

 

Title:

 General Partner

 

9


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