-----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, OGAvw22w8ESbWdricUbszHYUy34VrVlgDtn4shtnp+FnHJ5ApR9C4GoKjVnt7ADP jnWJDganAvJbGeJwQ2xw9g== 0001210052-03-000028.txt : 20030924 0001210052-03-000028.hdr.sgml : 20030924 20030924105051 ACCESSION NUMBER: 0001210052-03-000028 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030924 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEGMENTZ INC CENTRAL INDEX KEY: 0001166003 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 752928175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79127 FILM NUMBER: 03907163 MAIL ADDRESS: STREET 1: 18302 HIGHWOODS PRESERVE PARKWAY CITY: TAMPA STATE: FL ZIP: 33647 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARRON PARTNERS LP CENTRAL INDEX KEY: 0001210052 IRS NUMBER: 431981699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 301 WEST 57TH STREET STREET 2: SUITE 29C CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-957-1916 MAIL ADDRESS: STREET 1: 301 WEST 57TH STREET STREET 2: SUITE 29C CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 segz13da2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 Segmentz, Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 815801-10-5 (CUSIP Number) Olga Filippova Barron Partners LP 730 Fifth Avenue, 9th Floor New York, NY 10019 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 22, 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 o. Check the following box if a fee is being paid with the statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). 1 SCHEDULE 13D/A CUSIP No. 815801-10-5 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BARRON PARTNERS LP TAX ID #: 431981699 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [] (b)[ X ] 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 United States, Incorporated in Delaware Number of 7 SOLE VOTING POWER Shares Owned By Each 4,036,667 shares beneficially owned in the aggregate Reporting Person With 8 SHARED VOTING POWER NONE 9 SOLE DISPOSITIVE POWER 4,036,667 shares beneficially owned in the aggregate 10 SHARED DISPOSITIVE POWER NONE 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,036,667 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.7% 14 TYPE OF REPORTING PERSON PN Item 1. SECURITY AND ISSUER. ------------------- This Amendment No.2 to Schedule 13D (the "Statement") amends the Schedule 13D filed on July 8, 2003 (the "Schedule 13D") and Amendment No.1 to Schedule 13D filed on September 10, 2003 with respect to the common stock, par value $.001 per share (the "Common Stock"), of Segmentz, Inc, a Delaware Corp., with its principal executive offices at 18302 Highwood's Preserve Parkway, Suite 210, Tampa, FL 33467 Item 2. IDENTITY AND BACKGROUND. This Statement is being filed by Barron Partners LP, a Delaware Limited Partnership, whose business address is 730 Fifth Avenue, 9th Floor, New York, NY 10019. The principal business of Barron Partners LP is investing in the securities of microcap companies. During the last five years Barron Partners LP has not (i)been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was 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. Barron Partners LP is a United States Partnership, organized under the laws of the State of Delaware. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. All purchases of common stock of SEGMENTZ, INC. were made using working capital. As of the Date of Event which required the filing of this Statement, the Partnership used approximately $1,785,000 of its working capital to purchase 2,636,667 shares of common stock and a warrant to purchase 1,400,000 shares of common stock of Segmentz Inc. No other funds or other consideration were used in making such purchases. Item 4. PURPOSE OF TRANSACTION. All SEGMENTZ, INC. securities owned by Barron Partners LP have been acquired by the Partnership for investment purposes only. Item 5. INTEREST IN SECURITIES OF THE ISSUER. There is no change to report for Item 5 except for the addition of the following: (a) On September 10, 2003 Barron Partners LP purchased 770,000 shares of Segmentz Inc. On September 22, 2003 Barron Partners LP purchased 1,866,667 shares of common stock and a warrant to purchase 1,400,000 shares of common stock of Segmentz Inc. The number of SEGMENTZ, INC. securities owned by Barron Partners LP as of September 22, 2003 represented approximately 27.7% of the issued and outstanding shares of SEGMENTZ, INC. common stock. As of September 22, 2003 Barron Partners LP had sole power to vote and dispose of each of the 4,036,667 shares of SEGMENTZ, INC. common stock beneficially owned by it. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. NONE Item 7. MATERIAL TO BE FILED AS EXHIBITS. NONE. 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: September 23, 2003 By: /S/ Andrew Worden - ------------------------------------------- - -------- Managing Member Barron Capital Advisors LLC General Partner for Barron Partners LP -----END PRIVACY-ENHANCED MESSAGE-----