-----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, NWZVhM1WEVwA7vpw2fgNbBCX6T2v3WcKwurbxUp+wxWT6FyHTHGhksz/CeI5nwZb 3hJCMk1M8cJRCsd6MV217Q== 0001304459-04-000046.txt : 20041109 0001304459-04-000046.hdr.sgml : 20041109 20041109154613 ACCESSION NUMBER: 0001304459-04-000046 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041109 DATE AS OF CHANGE: 20041109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Loev David M CENTRAL INDEX KEY: 0001306754 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 713-524-4110 MAIL ADDRESS: STREET 1: 2777 ALLEN PARKWAY, SUITE 1000 CITY: HOUSTON STATE: TX ZIP: 77019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CAPE COASTAL TRADING CORP CENTRAL INDEX KEY: 0001219097 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 522372260 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80139 FILM NUMBER: 041129481 BUSINESS ADDRESS: STREET 1: 350 5TH AVENUE STREET 2: SUITE 3304 CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-971-9715 MAIL ADDRESS: STREET 1: 350 5TH AVENUE STREET 2: SUITE 3304 CITY: NEW YORK STATE: NY ZIP: 10018 SC 13D 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 CAPE COASTAL TRADING CORPORATION (NAME OF ISSUER) COMMON STOCK, PAR VALUE $0.001 PER SHARE (TITLE OF CLASS OF SECURITIES) 139330 10 4 (CUSIP NUMBER) DAVID M. LOEV, ATTORNEY AT LAW 2777 ALLEN PARKWAY SUITE 1000 HOUSTON, TEXAS 77019 (713) 524-4110 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) October 21, 2004 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sec.Sec.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] 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. | 1 | NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David M. Loev - -------------------------------------------------------------------------------- | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ] (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) [ ] - -------------------------------------------------------------------------------- | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- | 7 | SOLE VOTING POWER NUMBER OF 575,094 SHARES -------------------------------------------------------- BENEFICIALLY | 8 | SHARED VOTING POWER OWNED BY EACH N/A REPORTING -------------------------------------------------------- PERSON WITH | 9 | SOLE DISPOSITIVE POWER 575,094 - -------------------------------------------------------------------------------- |10 | SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- | 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 575,094 - -------------------------------------------------------------------------------- | 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * N/A - -------------------------------------------------------------------------------- | 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.0% - -------------------------------------------------------------------------------- | 14 | TYPE OF REPORTING PERSON * IN - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer This Schedule 13D relates to the Common Stock of Cape Coastal Trading Corporation (the "Company"). The principal executive offices of the Company are located at 350 5th Avenue, Suite 3304, New York, NY 10018. ITEM 2. Identity and Background (a)-(c) This Statement on Schedule 13D is being filed by David M. Loev. Mr. Loev's business address is 2777 Allen Parkway, Suite 1000, Houston, Texas 77019. Mr. Loev, is a beneficial owner of greater than 10% of the Company's outstanding common stock. (d)-(e) During the last five years, Mr. Loev: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not 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. (f) Mr. Loev is a citizen of the United States. ITEM 3. Source of Amount of Funds or Other Compensation Mr. Loev acquired 200,000 shares of the Company's common stock in consideration for consulting services that he provided to the Company. Mr. Loev acquired 375,094 shares of the Company's common stock from Kwajo M. Sarfoh, the Company's President, Chief Executive Officer and Treasurer, in consideration for a commitment to assist Mr. Sarfoh with certain recurring expenses of the Company during the Company's development stage. As a result of these transactions, Mr. Loev beneficially owns 575,094 shares (or 25.0%) of the Company's common stock. ITEM 4. Purpose of Transaction Mr. Loev acquired the securities of the Company for investment purposes. Depending on general market and economic conditions affecting Cape Coastal Trading Corporation and other relevant factors, Mr. Loev may purchase additional securities of the Company or dispose of some or all of securities from time to time in open market transactions, private transactions or otherwise. Mr. Loev does not have any plans or proposals which relate to or result in: (a) the acquisition by any person of additional securities of Cape Coastal Trading Corporation, or the disposition of securities of Cape Coastal Trading Corporation; (b) an extraordinary transaction, such as a merger, reorganization or liquidation, involving Cape Coastal Trading Corporation or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of Cape Coastal Trading Corporation or any of its subsidiaries; (d) any change in the present board of directors or management of Cape Coastal Trading Corporation; (e) any material change in the present capitalization or dividend policy of Cape Coastal Trading Corporation; (f) any other material changes in Cape Coastal Trading Corporation's business or corporate structure; (g) changes in Cape Coastal Trading Corporation's charter, bylaws or instruments corresponding thereto, or other actions which may impede the acquisition of control of Cape Coastal Trading Corporation by any person; (h) causing a class of securities of Cape Coastal Trading Corporation to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of Cape Coastal Trading Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to any of those enumerated above. ITEM 5. Interest in Securities of the Issuer (a) David M. Loev beneficially owns 575,094 shares of common stock, $0.001 par value, of Cape Coastal Trading Corporation. The shares of common stock beneficially owned by Mr. Loev constitute approximately 25.0% of the total number of shares of common stock of Cape Coastal Trading Corporation, based upon 2,300,375 shares of common stock outstanding as of November 9, 2004. (b) Mr. Loev has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of the shares beneficially owned by Mr. Loev. (c) Mr. Loev acquired the common stock as a result of the transactions discussed in ITEM 3, above. (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 the securities beneficially owned by Mr. Loev. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understanding 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. Dated: November 9, 2004 By: /s/David M. Loev ------------------------ David M. Loev -----END PRIVACY-ENHANCED MESSAGE-----