0001144204-11-025263.txt : 20110502 0001144204-11-025263.hdr.sgml : 20110502 20110502103440 ACCESSION NUMBER: 0001144204-11-025263 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110502 DATE AS OF CHANGE: 20110502 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAGANO JOSEPH K CENTRAL INDEX KEY: 0000942825 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: PO BOX 7758 CITY: ASPEN STATE: CO ZIP: 81612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SentiSearch, Inc. CENTRAL INDEX KEY: 0001380024 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 205655648 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85428 FILM NUMBER: 11798550 BUSINESS ADDRESS: STREET 1: 1217 SOUTH FLAGLER DRIVE, 3RD FLOOR CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 805-684-1830 MAIL ADDRESS: STREET 1: 1217 SOUTH FLAGLER DRIVE, 3RD FLOOR CITY: WEST PALM BEACH STATE: FL ZIP: 33401 SC 13D/A 1 v220263_sc13da.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
SCHEDULE 13D
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)

SENTISEARCH, INC.
(Name of Issuer)
 
COMMON STOCK
(Title of Class of Securities)

817305 10 5
(CUSIP Number)

Robert J. Mittman, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, New York 10174
(212) 885-5555
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 
April 19, 2011
  
 
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other parties to whom copies are to be sent.
 
 
1 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).
 
 
 
SCHEDULE 13D
CUSIP NO.   817305 10 5
  
Page 2 of 4 Pages


1
NAMES OF REPORTING PERSONS
 
Joseph K. Pagano
 
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                                       (a)o
 
                                             (b)o
 
  
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
PF and 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
 
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
 
2,604,892 (1)
  
8
SHARED VOTING POWER
 
0
  
 
9
SOLE DISPOSITIVE POWER
 
2,604,892 (1)
 
  
 
10
SHARED DISPOSITIVE POWER
 
0
 
  
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,604,892 (1)
  
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                                                                                                                                        o
 
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14.6% (based on 16,821,787 Shares of Common Stock issued and outstanding as of March 23, 2011, as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 10-K”)).
 
  
14
TYPE OF REPORTING PERSON*
 
IN
 
  
(1)   Includes (i) 1,616,477 shares owned directly by the Reporting Person, (ii) 25,000 shares owned by the Joseph A. Pagano Jr. Trust (the “1987 Trust”) established for the Reporting Person’s son, and for which the Reporting Person is the sole trustee, (iii) 463,415 shares issuable upon exercise of a warrant, and (iv) 500,000 shares issuable upon the exercise of options, held by the Reporting Person and exercisable within 60 days.  The inclusion of the shares held by the 1987 Trust in this report shall not be deemed to be an admission by the Reporting Person that he is the beneficial owner of such shares under Section 13D of the Act or otherwise.  Does not include 1,651,972 shares held by The Joseph A. Pagano, Jr. 2007 Trust, an irrevocable trust established by the Reporting Person for his son, but over which the Reporting Person has no voting or investment control.
 
 
 
 
 
Item 1.
Security and Issuer.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) amends the Schedule 13D filed on April 15, 2010 (as amended, the “Schedule 13D”).  This Schedule 13D relates to the common stock, par value $.0001 per share (“Common Stock”) issued by SentiSearch, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 1217 South Flagler Drive, 3rd Floor, West Palm Beach, FL 33401.  Those items for which there has been no change in the information previously reported are omitted from this Amendment No. 2.

Item 3.
Source and Amount of Funds or other Consideration.
 
On April 19, 2011, the Reporting Person invested $55,000 in new funds in, and cancelled promissory notes in the aggregate principal amount of $40,000 issued by, the Company, in exchange for a new promissory note in the principal amount of $95,000 and a five-warrant (the “Warrant”) to purchase 463,415 shares of the Common Stock at an exercise price of $0.41 per share.
 
Item 5.
Interest in Securities of the Issuer.

(a) - (b)
 
Beneficial ownership is calculated based upon 16,821,787 shares of the Company’s Common Stock outstanding on March 23, 2011 as reported in the 2010 10-K.
 
As of the date of this filing, the Reporting Person beneficially owned 2,604,892 shares of the Company’s Common Stock, representing 14.6% (calculated in accordance with the instructions to Schedule 13D) of the issued and outstanding shares of the Company’s Common Stock.  Said securities consist of (i) 1,616,477 shares owned directly by the Reporting Person, (ii) 25,000 shares owned by the 1987 Trust, (iii) 463,415 shares issuable upon exercise of the Warrant, and (iv) 500,000 shares issuable upon exercise of options, held by the Reporting Person and exercisable within 60 days.  The Reporting Person disclaims beneficial ownership of the shares held by the 1987 Trust and the inclusion of the shares held by the 1987 Trust as set forth above, shall not be deemed to be an admission of beneficial ownership under Section 13D of the Act or otherwise.  The beneficial ownership of the Common Stock by the Reporting Person does not include 1,651,972 shares held by The Joseph A. Pagano, Jr. 2007 Trust, an irrevocable trust over which the Reporting Person has no voting or investment control.

The Reporting Person has sole power to vote and depose of all securities over which he claims beneficial ownership herein. 
 
 
 
 

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: April 29, 2011

 
/s/ Joseph K. Pagano
 
JOSEPH K. PAGANO