-----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, ILVNgie6t/Rs0P7cz+spCqUAai8YYabW/u22+Rlgc6CP4J4r0SX34xXEO0KSVLkZ rZedd6Glbb7o71/KfGhLmA== 0001015118-08-000009.txt : 20080710 0001015118-08-000009.hdr.sgml : 20080710 20080710110737 ACCESSION NUMBER: 0001015118-08-000009 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080710 DATE AS OF CHANGE: 20080710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pharma-Bio Serv, Inc. CENTRAL INDEX KEY: 0001304161 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 200653570 FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81783 FILM NUMBER: 08946364 BUSINESS ADDRESS: STREET 1: INDUSTRIAL ZONE STREET 1 STREET 2: LOT 14 CITY: DORADO STATE: PR ZIP: 00646 BUSINESS PHONE: 787-278-2709 MAIL ADDRESS: STREET 1: INDUSTRIAL ZONE STREET 1 STREET 2: LOT 14 CITY: DORADO STATE: PR ZIP: 00646 FORMER COMPANY: FORMER CONFORMED NAME: LAWRENCE CONSULTING GROUP INC DATE OF NAME CHANGE: 20040923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VENTURETEK L P CENTRAL INDEX KEY: 0001015118 IRS NUMBER: 133690991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 40 EXCHANGE PLACE 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2128098550 MAIL ADDRESS: STREET 1: C/O DAVID SELENGUT ELLENOFF GROSSMAN STREET 2: 370 LEXINGTON AVENUE 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 ph13d.htm SCHEDULE 13D AMENDMENT

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1
SCHEDULE 13D/A


Information to be Included in Statements Filed Pursuant
to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

                                                      Pharma-Bio Serv, Inc.                                                            

                                                        (Name of Issuer)

                                  COMMON STOCK, $0.0001 PAR VALUE                                                

                                                     (Title of Class of Securities

                                                             0001304161     

                                                            (CUSIP Number)

 

                                              David Selengut, Esq.
                                        c/o Ellenoff Grossman & Schole LLP
                                              150 East 42nd Street
                                              New York, NY 10017
                                             (212) 370-1300

                                                                                                        

     (Name, Address and Telephone Number of Person Authorized
     to Receive Notices and Communications)

 

                                                July 9, 2008                                      

                     (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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(b) for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 5 Pages)

*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 on 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).

{00080174.DOC.1}

 

SCHEDULE 13D

CUSIP No. 0001304161 ____

  

1

NAME OF REPORTING PERSON

Venturetek, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)|_|

     (b) |X|

3

SEC USE ONLY

     

4

SOURCE OF FUNDS*

N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)     

6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES

BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

1,565,058 SHARES OF COMMON STOCK

8

SHARED VOTING POWER

0 SHARES OF COMMON STOCK

9

SOLE DISPOSITIVE POWER

4,697,990 SHARES OF COMMON STOCK

10

SHARED DISPOSITIVE POWER

0 SHARES

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,697,990

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%

14

TYPE OF REPORTING PERSON*

PN
 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

SCHEDULE 13D

CUSIP No. 0001304161 ___  

  

1

NAME OF REPORTING PERSON

David Selengut

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)|_|

     (b) |X|

3

SEC USE ONLY

     

4

SOURCE OF FUNDS*

PF

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

NUMBER OF

SHARES

BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

1,565,058 SHARES OF COMMON STOCK

8

SHARED VOTING POWER

0 SHARES OF COMMON STOCK

9

SOLE DISPOSITIVE POWER

4,697,990 SHARES OF COMMON STOCK

10

SHARED DISPOSITIVE POWER

0 SHARES

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,697,990

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

22.2%

14

TYPE OF REPORTING PERSON*

IN
 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

Item 1.     Security and Issuer

This Schedule 13D/A relates to the common stock, par value $0.0001 per share (“Common Stock”) of Pharma-Bio Serv, Inc. (the “Issuer”). The address of the principal executive office of the Issuer is Industrial Zone Street 1 Lot 14, Dorado, Puerto Rico 00646.

Item 2.     Identity and Background

(a)     

This Statement is filed on behalf of:

 (1)  Venturetek, LP;   and  

 

 

(2)     David  Selengut,        

 

 

(b)     

The address of the above persons is:

150 East 42nd Street

New York, NY 10017

(c)     

The principal business of Venturetek, LP is investing in securities. Mr. Selengut is an attorney and his principal occupation is the practice of law.

(d)     

Mr. Selengut and Venturetek, LP have not, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violation or similar misdemeanors).

(e)     

Mr. Selengut and Venturetek, LP have not, during the last five (5) years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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. Selengut is an American citizen and Venturetek, LP is a limited partnership organized in the state of Delaware.

Item 3.     Source and Amount of Funds or Other Consideration

N/A. No securities were acquired or sold in connection with the transaction being reported in connection with this 13D/A.

Item 4.     Purpose of Transaction

The purpose of the transaction is give to Elizabeth Plaza sole voting power with respect to all the shares of common stock in the Issuer currently owned by the reporting persons.

Item 5.     Interest in Securities of the Issuer

(a), (b) The reporting persons are the beneficial owners of  3,132,932 shares of common stock and warrants to purchase 1,565,058 shares of common stock in the Issuer, representing approximately 22.2% of outstanding shares. The reporting persons have given an irrevocable proxy to Elizabeth Plaza to vote all 3,132,932 shares of common stock that the reporting persons currently own. The reporting persons retains the right to vote an aggregate of 1,565,058 shares of common stock issuable upon exercise of the warrants owned by them.

(c) During the past 60 days, the reporting persons have not effected any transactions in the shares of common stock of the issuer.

  

(d) N/A

(e) N/A

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The reporting persons have given an irrevocable proxy to Elizabeth Plaza to vote all 3,132,932 shares of common stock that the reporting persons currently own.

Item 7.

     Material to be Filed as Exhibits

Exhibit 99 - Irrevocable Proxy, executed by Venturetek LP, for the benefit of Elizabeth Plaza.

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 as of this 10th day of July, 2008.

By:       ____/s/David Selengut ________________
     Name:        David Selengut, individually
 

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 as of this 10th day of July, 2008.

VENTURETEK LP

     By: TAURUS MAX LLC, general partner

By:       ____/s/David Selengut ________________
     Name:        David Selengut
     Title:          Manager
 

 EX-99 2 proxy-v.txt IRREVOCABLE PROXY EXHIBIT 99 - ADDITIONAL EXHIBITS Irrevocable Proxy The undersigned holder (the "Holder") of 3,132,932 shares of common stock (the "Shares") of Pharma-Bio Serv, Inc., a Delaware corporation (the "Company"), solely in his/its capacity as a holder of securities of the Company, hereby irrevocably appoints Elizabeth Plaza, as the sole and exclusive attorney and proxy of the Holder, with full power of substitution and resubstitution, to vote and exercise all voting, consent and similar rights with respect to all of the Holder's Shares until the Expiration Date (as defined below), on the terms and conditions specified below. Upon the Holder's execution of this Irrevocable Proxy, any and all prior proxies given by the Holder with respect to any of the Holder's Shares are hereby revoked and the Holder agrees not to grant any subsequent proxies with respect to any of the Holder's Shares until after the Expiration Date. This Irrevocable Proxy is irrevocable, is coupled with an interest sufficient in law to support an irrevocable power made for the benefit of third parties. The term of this Irrevocable Proxy shall commence on the date (the "Certification Date") the Company obtains a National Minority Supplier Development Council Minority-Controlled Certification with respect to 2008 ("Certification") and shall terminate on the "Expiration Date". As used herein, the term "Expiration Date" shall mean the first anniversary date of the Certification Date unless the Certification expires sooner in which event the Expiration Date shall be the date the Certification expires. Notwithstanding the foregoing, this Irrevocable Proxy shall not be effective unless and until the closing occurs under the Securities Purchase Agreement dated December 2007 by and among Elizabeth Plaza and the sellers listed on Exhibit A thereto. The attorney and proxy named above is hereby authorized and empowered by the Holder, at any time prior to the Expiration Date, to act as the Holder's attorney and proxy to vote the Holder's Shares, and to exercise all voting, consent and similar rights of the Holder with respect to the Holder's Shares (including, without limitation, the power to execute and deliver written consents) at every annual, special or adjourned meeting of stockholders of the Company and in every written consent in lieu of such meeting. Any obligation hereunder of the Holder shall be binding upon the successors and assigns of the Holder. This Irrevocable Proxy shall terminate, and be of no further force or effect, automatically upon the Expiration Date. In Witness Whereof, the undersigned Holder has caused this Irrevocable Proxy to be executed as of June 11, 2008. Holder: Name: VENTURETEK LP By: Taurus Max, LLC, general partner /s/ David Selengut By: __________________________ Name: David Selengut Title: Manager -----END PRIVACY-ENHANCED MESSAGE-----