-----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, VNKZuFw8R25KeT21b5dvlEKaiWcyUdbXWwAuVZM0AT3+RlP7ZFi8DLn9xmOQZsFD 4VHS8hC3hqsYl3xxBuDMVg== 0001169232-04-005833.txt : 20041119 0001169232-04-005833.hdr.sgml : 20041119 20041119144651 ACCESSION NUMBER: 0001169232-04-005833 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041119 DATE AS OF CHANGE: 20041119 GROUP MEMBERS: DAVID F. FIRESTONE GROUP MEMBERS: MONARCH POINTE FUND, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARE CONCEPTS I INC /FL/ CENTRAL INDEX KEY: 0000842927 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860519152 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61329 FILM NUMBER: 041157566 BUSINESS ADDRESS: STREET 1: 760 MCNAB ROAD STREET 2: - CITY: POMPANO BEACH STATE: FL ZIP: 33060 BUSINESS PHONE: 954-786-2510 MAIL ADDRESS: STREET 1: 760 MCNAB ROAD STREET 2: - CITY: POMPANO BEACH STATE: FL ZIP: 33060 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS INC /FL/ DATE OF NAME CHANGE: 20030606 FORMER COMPANY: FORMER CONFORMED NAME: CARE CONCEPTS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMSTERDAM CAPITAL CORPORATION INC DATE OF NAME CHANGE: 19890702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MERCATOR ADVISORY GROUP LLC CENTRAL INDEX KEY: 0001218181 IRS NUMBER: 300021359 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 555 S. FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 2135338288 MAIL ADDRESS: STREET 1: 555 SOUTH FLOWER ST. STREET 2: SUITE 4500 CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G 1 d61360_sc13g.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___) CARE CONCEPTS I, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 141637306 (CUSIP Number) September 28, 2004 (Date of Event Which Requires Filing of this Statement) |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 2 of 10 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Monarch Pointe Fund, Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 0 ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,686,171 ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 1,686,171 - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,686,171 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 3 of 10 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mercator Advisory Group, LLC EIN: 300021359 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 0 ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,686,171, some of which are owned by Monarch Pointe Fund, Ltd. ("MPF"), and some of which are owned by Mercator Advisory Group, LLC ("MAG"). MAG controls the investments of MPF. ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 1,686,171, some of which are held by MPF and some by MAG. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,686,171 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 4 of 10 Pages - ------------------- ------------------ - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON David F. Firestone - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 0 ----------------------------------------------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,686,171, all of which are held by MPF and MAG. David F. Firestone is Managing Member of MAG. ----------------------------------------------------------------- EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 ----------------------------------------------------------------- PERSON 8. SHARED DISPOSITIVE POWER WITH 1,686,171, all of which are held by MPF and MAG. David F. Firestone is Managing Member of MAG. - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,686,171 - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 5 of 10 Pages - ------------------- ------------------ Item 1. Issuer. (a) The name of the issuer is Care Concepts I, Inc. (the "Issuer"). (b) The address of the Issuer's principal executive office is 2200 SW 10th Street, Deerfield Beach, Florida 33442. Item 2. Reporting Person and Security. (a) Monarch Pointe Fund, Ltd. ("MPF") is a corporation organized under the laws of the British Virgin Islands. Mercator Advisory Group, LLC ("MAG"), a California limited liability company, controls the investments of MPF. David F. Firestone is the Managing Member of MAG. MPF, MAG and David F. Firestone are referred to herein as the "Reporting Persons." (b) The business address of each of MAG and David F. Firestone is 555 S. Flower Street, Suite 4500, Los Angeles, CA 90071. The business address of MPF is c/o Bank of Ireland Securities Services, Ltd., New Century House, International Financial Services Center, Mayor Street Lower, Dublin 1, Republic of Ireland. (c) MAG is a California limited liability company. MPF is a corporation organized under the laws of the British Virgin Islands. (d) The title of the class of securities to which this statement relates is the common stock of the Issuer, $.001 par value per share (the "Common Stock"). (e) The CUSIP number is 141637306. Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) |_| Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o). (b) |_| Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c). (c) |_| Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c). (d) |_| Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) |_| An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E). (f) |_| An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F). SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 6 of 10 Pages - ------------------- ------------------ (g) |_| A parent holding company or control person in accordance with ss. 240.13d-1(b)(1)(ii)(G). (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) |_| A 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) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J). Not Applicable. Item 4. Ownership. MPF and MAG each own warrants to purchase shares of Common Stock. MPF owns 35,000 shares of the Series E Convertible Preferred Stock ("Series E Shares") issued by the Issuer which are convertible into Common Stock. On and after December 31, 2004, or earlier if a condition is satisfied, each Series E Share will be convertible into the number of shares of Common Stock determined by dividing $100.00 by the Conversion Price at the time of conversion. The Conversion Price is defined as 50% of the average of the lowest three (3) intra-day trading prices of the Common Stock for the ten (10) trading days preceding the conversion; providing, however, that the Conversion Price may not be less than the Floor Price of $3.00 per share, adjusted for stock splits and similar events and as reduced upon the occurrence of any Event of Default, as defined. If Series E Shares are converted at a time when the Conversion Price is equal to the Floor Price but would have been a lower price (the "Assumed Conversion Price") if the provisions regarding the Floor Price did not apply, the holders of such Series E Shares shall be entitled to receive additional shares of Common Stock from an escrow into which securities of the Company have been deposited by a stockholder of the Company. The number of additional shares will be equal to that number which, when added to the number of shares Common Stock into which the Series E Shares are converted, would equal the number of shares of Common Stock that would have been issued upon the conversion of the Series E Shares had the Series E Shares been converted at a conversion price equal to the greater of the Assumed Conversion Price or the Assumed Floor Price, as defined. The Assumed Floor Price is set initially at $0.50 per share, but is subject to adjustment for stock splits and similar events and to reduction upon the occurrence of an Event of Default. The aggregate number of additional shares that may be issued may not exceed 5,833,333. If an Event of Default occurs, the Floor Price and Assumed Floor Price shall be reduced to seventy five percent (75%) of the Floor Price and Assumed Floor Price. The documentation governing the terms of the warrants and the Series E Shares contains provisions prohibiting any exercise of the warrants or conversion of Series E Shares that would result, after giving effect to the transfer of any additional shares from the escrow, in the SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 7 of 10 Pages - ------------------- ------------------ Reporting Persons owning beneficially more than 9.99% of the outstanding shares of Common Stock as determined under Section 13(d) of the Securities Exchange Act of 1934. The Reporting Persons have never had beneficial ownership of more than 9.99% of the outstanding shares of Common Stock. MPF purchased the Series E Shares from the Issuer, and MPF and MAG received the Warrants from the Issuer, on September 28, 2004. As of September 28, 2004, MPF and MAG owned the following securities of the Issuer: MPF owned 35,000 Series E Shares and warrants to purchase up to 344,404 shares of Common Stock. MAG owned warrants to purchase up to 86,100 shares of Common Stock. David F. Firestone owned no securities of the Issuer directly. The right to vote and the right to dispose of the shares beneficially owned by MPF are shared among MPF and both MAG and David F. Firestone. The right to vote and the right to dispose of the shares beneficially owned by MAG are shared by MAG and David F. Firestone. Assuming that the Issuer had 15,192,425 shares of Common Stock outstanding as of September 28, 2004, which is the number reported by the Issuer as outstanding as of September 30, 2004 in its Definitive Proxy Statement on Schedule 14A filed on November 1, 2004, the individual Reporting Persons had, on September 28, 2004, beneficial ownership of the following numbers of shares of Common Stock which represented the following percentages of the Common Stock outstanding: Shares Owned Percentage ------------ ---------- MPF 1,686,171 9.99% MAG 1,686,171 9.99% David F. Firestone 1,686,171 9.99% The percentages of the outstanding Common Stock held by the Reporting Parties set forth above and on the cover pages to this report were determined, using a Conversion Price of $3.00 and an assumed conversion price of $2.60 with respect to the Series E Shares. Item 5. Ownership of Five Percent or Less of a Class. If this Schedule 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 [__] Not Applicable. SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 8 of 10 Pages - ------------------- ------------------ 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 or Control Person. 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. Certifications. 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 transaction having that purpose 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. Dated: November 18, 2004 MONARCH POINTE FUND, LTD. By: /s/ David F. Firestone ------------------------------------ Its: Director ------------------------------------ Dated: November 18, 2004 MERCATOR ADVISORY GROUP, LLC By: /s/ David F. Firestone ------------------------------------ David F. Firestone, Managing Member Dated: November 18, 2004 /s/ David F. Firestone ------------------------------------ David F. Firestone SCHEDULE 13G - ------------------- ------------------ CUSIP No. 141637306 Page 9 of 10 Pages - ------------------- ------------------ EXHIBIT INDEX Exhibit A Agreement of Joint Filing SCHEDULE 13G - ------------------- ------------------- CUSIP No. 141637306 Page 10 of 10 Pages - ------------------- ------------------- EXHIBIT A AGREEMENT OF JOINT FILING The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 a report on Schedule 13G, containing the information required by Schedule 13G, for shares of the common stock of Care Concepts I, Inc., beneficially owned by Monarch Pointe Fund, Ltd., Mercator Advisory Group, LLC and David F. Firestone and such other holdings as may be reported therein. Dated: November 18, 2004 MONARCH POINTE FUND, LTD. By: /s/ David F. Firestone ------------------------------------ Its: Director ------------------------------------ MERCATOR ADVISORY GROUP, LLC By: /s/ David F. Firestone ------------------------------------ David F. Firestone, Managing Member /s/ David F. Firestone ------------------------------------ David F. Firestone -----END PRIVACY-ENHANCED MESSAGE-----