-----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, A1Q4R7AzZ44RN0Z0jwQBw0GcUzRS98saTUHIFuzpZ3GIMsf/5ZoxVVENEj2DLzLT GC6J9vJKZ/UrcywDTP7kgQ== 0001260415-07-000017.txt : 20070302 0001260415-07-000017.hdr.sgml : 20070302 20070301190640 ACCESSION NUMBER: 0001260415-07-000017 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070302 DATE AS OF CHANGE: 20070301 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OFFLINE CONSULTING INC CENTRAL INDEX KEY: 0001374881 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82705 FILM NUMBER: 07665194 BUSINESS ADDRESS: STREET 1: 1166 EAST 14TH ST CITY: BROOKLYN STATE: NY ZIP: 11230 BUSINESS PHONE: 347-267-5310 MAIL ADDRESS: STREET 1: 1166 EAST 14TH ST CITY: BROOKLYN STATE: NY ZIP: 11230 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Allese Capital LLC CENTRAL INDEX KEY: 0001390884 IRS NUMBER: 202666771 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1166 EAST 14TH STREET CITY: BROOKLYN STATE: NY ZIP: 11230 BUSINESS PHONE: 212-537-3187 MAIL ADDRESS: STREET 1: 1166 EAST 14TH STREET CITY: BROOKLYN STATE: NY ZIP: 11230 SC 13D 1 allesecapital13d.txt SCHEDULE 13 D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment____) OFFLINE CONSULTING, INC. (Name of Issuer) Shares of Common Stock, $0.0001 Par Value (Title of Class of Securities) 676241 10 2 (Cusip Number) David Lubin & Associates, PLLC 26 East Hawthorne Avenue Valley Stream, NY 11580 Telephone: (516) 887-8200 Facsimile: (516) 887-8250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 26, 2006 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. * 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). 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Allese Capital LLC 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [__] (b) [X] 3. SEC Use Only 4. Source of Funds (See Instructions) WC* 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: Delaware limited liability company Number of 7. Sole Voting Power Shares Beneficially 6,000,000 Owned By Each 8. Shared Voting Power Reporting -0- Person 9. Sole Dispositive Power 6,000,000 10. Shared Dispositive Power -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,000 shares of common stock 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 94% of the issued and outstanding shares of common stock** 14. Type of Reporting Person (See Instructions) OO*** *Allese Capital LLC received 6,000,000 shares of the Issuer's common stock in consideration for the payment of an aggregate amount of $600. **Based on 6,339,980 shares of the Issuer's common stock outstanding as February 23, 2007 ***Allese Capital LLC is a Delaware limited liability company. 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Marcello Trebitsch 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [__] 3. SEC Use Only 4. Source of Funds (See Instructions) WC* 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: USA Number of 7. Sole Voting Power Shares Beneficially 2,500 Owned By Each 8. Shared Voting Power Reporting 6,000,000 Person 9. Sole Dispositive Power 2,500 10. Shared Dispositive Power 6,000,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,002,500 shares of common stock 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 94.7% of the issued and outstanding shares of common stock** 14. Type of Reporting Person (See Instructions) IN *Mr. Trebitsch and his wife Michelle Trebitsch, are 100% owners of Allese Capital LLC. **Based 6,339,980 shares of the Issuer's common stock outstanding as February 23, 2007 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Michelle Trebitsch 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [X] (b) [__] 3. SEC Use Only 4. Source of Funds (See Instructions) WC* 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization: USA Number of 7. Sole Voting Power Shares Beneficially 0 Owned By Each 8. Shared Voting Power Reporting 6,000,000 Person 9. Sole Dispositive Power 0 10. Shared Dispositive Power 6,000,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 6,000,000 shares of common stock 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 94.0% of the issued and outstanding shares of common stock** 14. Type of Reporting Person (See Instructions) IN *Mrs. Trebitsch and her husband Marcello Trebitsch are 100% owners of Allese Capital LLC. **Based 6,339,980 shares of the Issuer's common stock outstanding as February 23, 2007 Item 1. Security and Issuer This statement relates to the common stock $0.0001 par value, of Offline Consulting, Inc., a Delaware Corporation (the "Issuer"). The principal offices of the Issuer are located 1166 East 14th Street, Brooklyn, New York 11230. Item 2. Identity and Background (1) (a) Allese Capital LLC, a Delaware limited liability company. (b) the address of its principal office is 1166 East 14th Street, Brooklyn, New York 11230. (c) The principal business activity of the Issuer is investment management (d) No criminal convictions. (e) No civil proceedings. 2. (a) Mr. Marcello Trebitsch (b) 1166 East 14th Street, Brooklyn, New York 11230 (c) He is a managing member of Allese Capital LLC and a self employed independent entrepreneur and business consultant. (d) No criminal convictions. (e) No civil proceedings. (f) USA 3. (a) Mrs. Michelle Trebitsch (b) 1166 East 14th Street, Brooklyn, New York 11230 (c) She is a managing member of Allese Capital LLC. (d) No criminal convictions. (e) No civil proceedings. (f) USA Item 3. Source and Amount of Funds or Other Consideration Allese Capital, LLC used $600 of its working capital as sole consideration to purchase 6,000,000 shares of common stock of Offline Consulting, Inc. Item 4. Purpose of Transaction The shares purchased by Allese Capital, LLC constitute a controlling interest in the issuer. Such shares were issued for the purpose of acquiring an interest in the Issuer. Item 5. Interest in Securities of the Issuer (a) On April 11, 2006, Allese Capital, LLC was issued 6,000,000 shares of common stock of the Issuer, in consideration for the payment of an aggregate of $600. Such shares represent 94.0% of the issued and outstanding shares of the Issuer. The members and managers of Allese Capital, LLC are Marcello Trebitsch, the Issuer's Chief Executive Officer, Chief Financial Officer, Secretary, and a Director, and his wife, Michelle Trebitsch. (b) Allese Capital, LLC has the sole power to vote or dispose of 6,000,000 shares of common stock of the Issuer. Mr. Trebitsch and his wife Michelle have the sole power to dispose of 6,000,000 shares of the common stock of the Issuer. Mr. Trebitsch has the sole power to vote and dispose of an additional 2,500 shares of the common stock of the Issuer. (c) Other than the acquisition of the shares reported herein, the Reporting Persons have not effected any transactions in the shares of the Issuer during the past 60 days. (d) No person other than the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares reported above in this Item 5. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Reporting persons do not have any contracts, arrangements, understanding or relationships with respect to the securities of the Issuer. 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: February 28, 2007 Allese Capital LLC /s/ Marcello Trebitsch Marcello Trebitsch Managing Member /s/ Michelle Trebitsch Michelle Trebitsch Managing Member /s/ Marcello Trebitsch Marcello Trebitsch /s/ Michelle Trebitsch Michelle Trebitsch Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act, as amended, the undersigned hereby agree to the joint filing on behalf of each of them on a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $.001 per share, of Offline Consulting, Inc. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this __ day of February, 2007. Allese Capital LLC /s/ Marcello Trebitsch Name: Marcello Trebitsch Title: Managing Member /s/ Marcello Trebitsch Name: Marcello Trebitsch /s/ Michelle Trebitsch Name: Michelle Trebitsch -----END PRIVACY-ENHANCED MESSAGE-----