-----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, BKr6ttOw5d6/18UWUN2gXQqnKO6NDkgvoeye+2HxWKccyBEV8UrVWb2J6ICXeQKD oVxhhNMNRVjhxIWCmxGHkg== 0001019056-06-000389.txt : 20060407 0001019056-06-000389.hdr.sgml : 20060407 20060407162153 ACCESSION NUMBER: 0001019056-06-000389 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060407 DATE AS OF CHANGE: 20060407 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAGEMARK COMPANIES LTD CENTRAL INDEX KEY: 0000089041 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 131948169 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-39346 FILM NUMBER: 06748327 BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544219 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19950525 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL ELECTRONIC SYSTEMS INC DATE OF NAME CHANGE: 19680822 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHULMAN STEPHEN A CENTRAL INDEX KEY: 0001283020 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SAGEMARK COMPANIES LTD STREET 2: 1285 AVENUE OF THE AMERICAS 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 sagemark_13d.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Sagemark Companies Ltd. --------------------------- (Name of Issuer) Common Stock, par value $0.01 ------------------------------ (Title of Class of Securities) 78668E108 (CUSIP Number) -------------- Stephen A. Schulman 501 South Ocean Blvd, Unit 102 Boca Raton, Florida 33432 --------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) Copies to: The Sagemark Companies Ltd. 1285 Avenue of the Americas, 35th Floor New York, New York 10019 January 20, 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 which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), 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 for other parties to whom copies are to be sent. 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 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. 78668E108 Page 1 of 3 - --------------------------- ---------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Stephen A. Schulman - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 4 on Page 2 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 623,752 shares of common stock NUMBER OF ---------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH N/A REPORTING PERSON ---------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 623,752 shares of common stock ---------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 623,752 shares of common stock. See Item 11 on Page 2 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person acquired 623,752 shares of the Issuer pursuant to the following transactions: SHARES FUNDS OR OTHER CONSIDERATION 37,527 Acquired by the Reporting Person in partial consideration of the 1994 acquisition by Consolidated Technology Group, Ltd. (former name of the Issuer) of International Magnetic Imaging, Inc., a medical diagnostic imaging company owned by the Reporting Person. 402,892 Acquired by Pamels Corp. in May 2001 pursuant to a Stock Purchase Agreement dated as of May 14, 2001, as amended, by and among the Issuer, Pamels Corp., John M. Donaldson Revocable Trust, Tara Capital, Inc., Bocara Corporation, Mercury Capital Corp., Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. in consideration of and in exchange for shares of common stock of Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. owned by Pamels Corp. Pamels Corp. is a Florida corporation whose sole officer, director and 90% shareholder is the Reporting Person. Although the Reporting Person disclaims beneficial ownership of the remaining 10% of Pamels Corp., such 10% is owned by the Reporting Person's daughter and her husband and were given to such individuals as a gift by the Reporting Person. As the sole officer, director and majority shareholder of Pamels Corp., the Reporting Person effectively controls such entity. Accordingly, 100% of Pamles Corp.'s 402,892 shares of common stock of the Issuer are included herein. 33,333 Acquired by the Reporting Person with personal funds. 50,000 Acquired by the Reporting Person in exchange for $125,000 of accrued salary due to the Reporting Person by the Issuer. 100,000 Represents vested but unexercised shares underlying a warrant issued by the Issuer to the Reporting Person which expires on October 10, 2010 and is execisable at $1.60 per share. ITEM 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Total aggregate of 623,752 shares of common stock beneficially owned by the Reporting Person includes 100,000 vested but unexercised shares underlying a warrant issued by the Issuer to the Reporting Person which expires on October 10, 2010 and is execisable at $1.60 per share as well as 402,892 shares owned by Pamels Corp., a Florida corporation whose sole officer, director and 90% shareholder is the Reporting Person. Although the Reporting Person disclaims beneficial ownership of the remaining 10% of Pamels Corp., such 10% is owned by the Reporting Person's daughter and her husband and were given to such individuals as a gift by the Reporting Person. As the sole officer, director and majority shareholder of Pamels Corp., the Reporting Person effectively controls such entity. Accordingly, 100% of Pamles Corp.'s 402,892 shares of common stock of the Issuer are included herein. Page 2 of 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: April 7, 2006 By: /s/ STEPHEN A. SCHULMAN ------------------------------------- Name: Stephen A. Schulman Page 3 of 3 -----END PRIVACY-ENHANCED MESSAGE-----