Amendment No. 1 to Schedule 13G

-----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, Ja1UyknDEEZWUXlFuBf92Sn64wcZpwm64lKcPI60eOOhRLIXEyNeZ2QEVVGSABWU At3ToRBXelgHi65bvpFLDA== 0001193125-05-200982.txt : 20051013 0001193125-05-200982.hdr.sgml : 20051013 20051013162246 ACCESSION NUMBER: 0001193125-05-200982 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051013 DATE AS OF CHANGE: 20051013 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: S3 INVESTMENT COMPANY, INC. CENTRAL INDEX KEY: 0001161647 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 980336674 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80731 FILM NUMBER: 051137024 BUSINESS ADDRESS: STREET 1: 43180 BUSINESS PARK DRIVE SUITE 202 CITY: TEMECULA STATE: CA ZIP: 92590 BUSINESS PHONE: 951-587-3618 MAIL ADDRESS: STREET 1: 43180 BUSINESS PARK DRIVE SUITE 202 CITY: TEMECULA STATE: CA ZIP: 92590 FORMER COMPANY: FORMER CONFORMED NAME: S3I HOLDINGS INC DATE OF NAME CHANGE: 20011030 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHT SECURITIES L P CENTRAL INDEX KEY: 0001167589 IRS NUMBER: 223660471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 525 WASHINGTON BLVD STREET 2: 23RD FLOOR CITY: JERSEY CITY STATE: NJ ZIP: 07310 BUSINESS PHONE: 8005447508 SC 13G/A 1 dsc13ga.htm AMENDMENT NO. 1 TO SCHEDULE 13G Amendment No. 1 to Schedule 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13G

(Amendment no. 1)

Under the Securities Exchange Act of 1934

S3 INVESTMENT COMPANY INC.

(Name of Issuer)

Common Stock, $.0015 value

(Title of Class of Securities)

78484Q103

(CUSIP Number)

5/31/05 (amendment date)

(Date of Event Which Requires Filing of this Statement)

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

x Rule 13d-1(b)

¨ 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).

SCHEDULE 13G

CUSIP NO. 78484Q103


1.		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only) Knight Equity Markets, L.P., formerly Knight Securities, L.P. 22-3660471
2.		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3.		SEC USE ONLY
4.		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5. SOLE VOTING POWER

40,410,116

6. SHARED VOTING POWER

Not applicable

7. SOLE DISPOSITIVE POWER

40,410,116

8. SHARED DISPOSITIVE POWER

Not applicable


9.		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,410,116
10.		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11.		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.78% - based on 1,451,855,996 shares outstanding from the most recent 10-Q filed on 5/16/2005
12.		TYPE OF REPORTING PERSON* BD

ITEM 1

(a).

Name of Issuer

S3 INVESTMENT COMPANY INC.

ITEM 1

(b).

Address of Issuer’s Principal Executive Offices

5927 Priestly Drive, Suite 101, Carlsbad, CA 92008

ITEM 2

(a).

Names of Persons Filing

Knight Equity Markets, L.P., formerly Knight Securities, L.P.

ITEM 2

(b).

Address of principal business office

545 Washington Blvd., 3^rd Floor

Jersey City, NJ 07310

ITEM 2

(c).

Citizenship

Delaware

ITEM 2

(d).

Title of Class of Securities

Common Stock

ITEM 2

(e).

CUSIP Number

78484Q103

ITEM 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13(d)-2(b), check whether the person filing it is a:

(a)

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



ITEM 4.	Ownership

	(a)	Amount beneficially owned 40,410,116

	(b)	Percent of class 2.78%

	(c)	Number of shares as to which such person has:

		(i)	sole power to vote or to direct the vote 40,410,116

		(ii)	shared power to vote or to direct the vote Not applicable

		(iii)	sole power to dispose or to direct the disposition of 40,410,116

		(iv)	shared power to dispose or to direct the disposition of Not applicable

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
	Not applicable

ITEM 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
	Not applicable.

ITEM 8.	Identification and Classification of Members of the Group
	Not applicable.

ITEM 9.	Notice of Dissolution of Group
	Not applicable.

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. 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: October 13, 2005


Knight Equity Markets, L.P.

By:		/s/ Michael Corrao
		Michael Corrao
		Director of Compliance

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