-----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, OnM3CGkIUJNCeNXFbUbWkSDEyyETxkv7VHrDymvGfCKjcyb/UVs2AmUdN+DCES+S B0NbDk9uHtmC4dZ+Lb6gEQ== 0001001277-06-000555.txt : 20061222 0001001277-06-000555.hdr.sgml : 20061222 20061222143944 ACCESSION NUMBER: 0001001277-06-000555 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL SERVICES PARTNERS ACQUISITION CORP. CENTRAL INDEX KEY: 0001336262 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 203290391 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81770 FILM NUMBER: 061296644 BUSINESS ADDRESS: STREET 1: 3130 FAIRVIEW PARK DRIVE STREET 2: SUITE 500 CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 703-373-3143 MAIL ADDRESS: STREET 1: 3130 FAIRVIEW PARK DRIVE STREET 2: SUITE 500 CITY: FALLS CHURCH STATE: VA ZIP: 22042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pentagram Partners, L.P. CENTRAL INDEX KEY: 0001326158 IRS NUMBER: 133913479 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 630 FIFTH AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 212-332-7190 MAIL ADDRESS: STREET 1: 630 FIFTH AVENUE, 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 SC 13G 1 sched13g.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.      )*

 

GLOBAL SERVICES PARTNERS ACQUISITION CORP.

(Name of Issuer)

 

Common Stock, Par Value $0.0001

(Title of Class of Securities)

 

37946Y203

(CUSIP Number)

 

December 13, 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:

[ ]

Rule 13d-1(b)

[X]

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).

 

 


CUSIP No. 37946Y203           

 

1.

NAME OF REPORTING PERSON

Pentagram Partners, L.P.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

a

[ ]

 

b

[ ]

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

New York

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON WITH

5.           SOLE VOTING POWER

 

56,000

6.           SHARED VOTING POWER

 

0

7.           SOLE DISPOSITIVE POWER

 

56,000

8.           SHARED DISPOSITIVE POWER

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

56,000

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW

 

 

6.08%

12.

TYPE OF REPORTING PERSON*

 

 

PN

 

 

 


CUSIP No. 37946Y203           

 

1.

NAME OF REPORTING PERSON

Richard Jacinto, II

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

a

[ ]

 

b

[ ]

 

3.

SEC USE ONLY

 

 

4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

United States

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON WITH

5.           SOLE VOTING POWER

 

56,000

6.           SHARED VOTING POWER

 

 

7.           SOLE DISPOSITIVE POWER

 

56,000

8.           SHARED DISPOSITIVE POWER

0

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

56,000

 

10.

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW

 

 

6.08%

12.

TYPE OF REPORTING PERSON*

 

 

IN

 

 

 

 


 

SCHEDULE 13G

 

Item 1.

Name and Address of Issuer

 

 

(a)

Global Services Partners Acquisition Corp.

 

 

(b)

3130 Fairview Park Drive, Suite 500

 

Falls Church, VA 22042

 

Item 2.

Name, Address and Citizenship of Person Filing; Class of Securities and CUSIP Number

 

 

(a)

This statement is being filed on behalf of Pentagram Partners, L.P., a New York limited partnership (“Pentagram”), and Richard Jacinto, II. Mr. Jacinto is the General Partner of Pentagram and consequently may be deemed to be the beneficial owner of its holdings by virtue of controlling the voting and dispositive powers of Pentagram.

 

 

(b)

The business address for Pentagram and Mr. Jacinto is: 630 Fifth Avenue, 20th Floor, New York, NY 10111

 

 

(c)

Pentagram Partners, L.P. is a limited partnership formed under the laws of the state of New York. Mr. Jacinto is a United States citizen.

 

 

(d)

Common Stock, par value $0.0001

 

 

(e)

37946Y203

 

Item 3.

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

 

(a)

o

Broker or Dealer registered under Section 15 of the Act

 

(b)

o

Bank is defined in Section 3(a)(6) of the Act

 

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

 

(d)

o

Investment Company registered under Section 8 of the Investment Company Act

 

(e)

o

Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940

 

(f)

o

Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F)

 

 


(g)

o

Parent Holding Company or Control Person in accordance with §240.13d-1(b)(ii)(G)

 

(h)

o

Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)

 

(i)

o

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)(H)

 

Item 4.

Ownership

 

(a)          On December 13 and 14, 2006, on the open market the Reporting Persons purchased the Issuer’s Series A Units. Each Series A Unit consists of two shares of common stock and ten Class Z warrants. Each Class Z warrant will become exercisable into one share of common stock on the later date of the Issuer’s completion of a business acquisition or April 18, 2007. As such, the Class Z warrants, including the underlying shares of common stock, held by the Reporting Persons are not deemed to be outstanding for purposes of determining the Reporting Persons beneficial ownership pursuant to Rule 13d-3(d), to the extent such Class Z warrants are not exercisable within 60 days. Furthermore, the Class Z warrants do not have voting rights and are excluded from the Reporting Persons ownership calculations, pursuant to Rule 13d-1(i). Notwithstanding the foregoing, the Reporting Persons are deemed to beneficially own 56,000 shares of the Issuer’s common stock, which does not include 280,000 shares of common stock underlying Class Z warrants held by the Reporting Persons.

 

(b)          56,000 shares of common stock represents 6.08% ownership of the Issuer’s outstanding common stock shares. The percentage calculation is based upon 920,100 outstanding shares of the Issuer’s common stock as of December 14, 2006, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed December 15, 2006.

 

 

(c)

Number of shares as to which the Reporting Persons have:

 

 

(i)

sole power to vote or to direct the vote:

   56,000

 

(ii)

shared power to vote or to direct the vote:

0

 

(iii)

sole power to dispose or to direct the disposition of:

   56,000

 

(iv)

shared power to dispose or to direct the disposition of:

0

 

 

Item 5.

Ownership of Five Percent or Less of a Class

 

If this Statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: o.

 

 

 


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 transactions having that purposes or effect.

 

 

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 22, 2006

Pentagram Partners, LP

 

 

 

     /s/ Richard Jacinto     
Richard Jacinto, II, General Partner

 

 

 

 

     /s/ Richard Jacinto     
Richard Jacinto, II, individual

 

 

 

 

 


EXHIBIT A

 

JOINT FILING AGREEMENT

 

The undersigned hereby acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, as amended, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he, she or it knows or has reason to believe that such information is not accurate.

 

 

Date: December 22, 2006

Pentagram Partners, LP

 

 

 

 

     /s/ Richard Jacinto     
Richard Jacinto, II, General Partner

 

 

 

 

     /s/ Richard Jacinto     
Richard Jacinto, II, an individual

 

 

 

 

 

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