-----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, IPRnAtPCPsSkjFynYzc2zPYUhZVQJvjkT7ElsLI6+qGxxFxQg5muBNRkQjirQnDP +pfmi+t7OD9eLgXKHjb0/w== 0000932440-99-000202.txt : 19990723 0000932440-99-000202.hdr.sgml : 19990723 ACCESSION NUMBER: 0000932440-99-000202 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990722 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: EBONLINEINC COM CENTRAL INDEX KEY: 0000932127 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 721148906 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-56457 FILM NUMBER: 99668894 BUSINESS ADDRESS: STREET 1: 15825 SHADY GROVE ROAD STREET 2: SUITE 50 CITY: ROCKVILLE STATE: MD ZIP: 20850 BUSINESS PHONE: 3019470100 MAIL ADDRESS: STREET 1: 90 MADISON ST. STE. 707 STREET 2: SUITE 707 CITY: DENVER STATE: CO ZIP: 80206 FORMER COMPANY: FORMER CONFORMED NAME: CERX VENTURE CORP DATE OF NAME CHANGE: 19981116 FORMER COMPANY: FORMER CONFORMED NAME: CERX ENTERTAINMENT CORP DATE OF NAME CHANGE: 19970325 FORMER COMPANY: FORMER CONFORMED NAME: CHELSEA ATWATER INC /NV/ DATE OF NAME CHANGE: 19941031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: A1 INTERNET COM INC CENTRAL INDEX KEY: 0001091566 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6300 SOUTH SYRACUSE WAY STREET 2: SUITE 645 CITY: ENGLEWOOD STATE: CO ZIP: 80206 BUSINESS PHONE: 3015271110 MAIL ADDRESS: STREET 1: 6300 SOUTH SYRACUSE WAY STREET 2: SUITE 645 CITY: ENGLEWOOD STATE: CO ZIP: 80205 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D (RULE 13D-1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) (AMENDMENT NO. __)(1) EBONLINEINC.COM (Name of Issuer) COMMON STOCK, $.001 PAR VALUE PER SHARE (Title of Class of Securities) 27871P 10 3 (CUSIP Number) SUSAN E. MCAVOY 15825 SHADY GROVE ROAD, SUITE 50 ROCKVILLE, MARYLAND 20850 (301) 947-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 12, 1999 (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 8 Pages) - -------------------- 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 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. 27871P 10 3 13D Page 2 of 7 Pages - ------------------------- ---------------------------- - ------------- ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS A1 Internet.com, Inc. I.R.S. Identification No.: - ------------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------------- ------------------------------------------------------------------ 3 SEC USE ONLY - ------------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS OO - ------------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - ------------- ------------------------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED BY 1,175,000 Share of Common Stock. EACH REPORTING PERSON WITH ----------- -------------------------------------------- 8 SHARED VOTING POWER ----------- -------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,175,000 shares of Common Stock. ----------- -------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------- ------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,175,000 shares of Common Stock - ------------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW |_| (11) EXCLUDES CERTAIN SHARES - ------------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.4% of Common Stock, based on 5,500,000 shares of Common Stock issued and outstanding at July 19, 1999. See Item 5 herein. - ------------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------- ------------------------------------------------------------------ 2 ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D (the "Schedule 13D") relates to shares of common stock, $.001 par value per share ("Common Stock"), of EBonlineinc.com (the "Issuer"), a Delaware corporation having its principal executive offices at 15825 Shady Grove Road, Suite 50, Rockville, Maryland 20850. ITEM 2. IDENTITY AND BACKGROUND. Corporate Securityholder (a) This statement is being filed by A1 Internet.com, Inc. ("A1 Internet"), a Nevada corporation. (b) The address of the principal executive office and of the principal business of A1 Internet is 15825 Shady Grove Road, Suite 50, Rockville, Maryland 20850. (c) The principal business of A1 Internet: A1 Internet.com, Inc. is a full-service solutions provider of internet development, connectivity, systems integration and e-commerce services and provides, through its wholly owned subsidiary, A1 Internet Services Inc., global wholesale internet access including unlimited dial up connections, personal web space, email services, and e-commerce capabilities. (d) During the last five years, A1 Internet has not been convicted in a criminal proceeding. (e) During the last five years, A1 Internet has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgment, decree or final order enjoining future violations of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Executive Officers, Directors and/or Persons Controlling A1 Internet. Bruce Bertman. (a) This statement is also being filed by Bruce Bertman, a director and the Chief Executive Officer and Chairman of the Board of A1 Internet. (b) Mr. Bertman's business address is A1 Internet.com, Inc., 15825 Shady Grove Road, Suite 50, Rockville, Maryland 20850. (c) Mr. Bertman's principal occupation is as Chief Executive Officer of A1 Internet. (d) During the last five years, Mr. Bertman has not been convicted in a criminal proceeding. (e) During the last five years, Mr. Bertman has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and is not subject to a judgment, decree or final order 3 enjoining future violations of prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Bertman is a citizen of the United States and a resident of Maryland. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 12, 1999, EBonlineinc.com, Inc., a private corporation organized under the laws of Delaware, was merged (the "Merger") with and into CERX Venture Corporation ("CERX"), a publicly held Nevada corporation. Immediately prior to the Merger, CERX had changed its name to EBonlineinc.com. Upon consummation of the Merger, EBonlineinc.com was the surviving corporation and EBonlineinc.com, Inc. ceased to exist. In connection with the Merger, A1 Internet, owner of thirty percent of the issued and outstanding shares of common stock of EBonlineinc.com, Inc. ("EBonlineinc.com, Inc. Common Stock"), received 1,175,000 shares of common stock of EBonlineinc.com in exchange for its shares of EBonlineinc.com, Inc. Common Stock. The Merger is intended to qualify as a tax-free reorganization pursuant to Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended. ITEM 4. PURPOSE OF TRANSACTION. The securities of the Issuer referenced herein were acquired for investment purposes. While the Reporting Persons (and their affiliates) have no present plans or proposals which relate to, or would result in, the acquisition or disposition by any person of securities of the Issuer, the investments in the Issuer by the Reporting Persons (and their affiliates) will be periodically reviewed and at any time the amount of such investments may be increased, through open market purchases or otherwise, or decreased. Except as otherwise set forth in this Schedule 13D, the Reporting Persons (and their affiliates) do not at the present time have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; 5 (h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Corporate Securityholder. (a) As of the date hereof, A1 Internet is the record and beneficial owner of 1,175,000 shares of Common Stock. This number represents 21.4% of the issued and outstanding shares of Common Stock, based on 5,500,000 shares issued and outstanding at July 19, 1999. (b) A1 Internet has sole voting power over and sole power to dispose of all 1,175,000 shares of Common Stock beneficially owned by it. (c) There have been no transactions effected by A1 Internet in the Common Stock other than the transactions described in Item 3 hereof. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 1,175,000 shares of Common Stock. (e) Not applicable. Executive Officers, Directors and/or Persons Controlling A1 Internet. Bruce Bertman. (a) As of the date hereof, Bruce Bertman is the record and beneficial owner of 150,000 shares of Common Stock. This number represents 2.7% of the issued and outstanding shares of Common Stock, based on 5,500,000 shares issued and outstanding at July 19, 1999. (b) Bruce Bertman has sole voting power over and sole power to dispose of all 150,000 shares of Common Stock beneficially owned by him. (c) There have been no transactions effected by Bruce Bertman in the Common Stock other than private purchase of such 150,000 shares of Common Stock from John D. Brasher, Jr., the majority shareholder, President, Chief Executive Officer, Chairman of the Board and Secretary of EBonlineinc.com prior to the Merger, made in connection with the Merger on July 12, 1999 for a nominal price of $10.00. 6 (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 150,000 shares of Common Stock. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No contracts, arrangements, understandings or relationships (legal or otherwise) exist among the persons named in Item 2 hereof or between such persons and any other person with respect to any securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 7 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. A1 INTERNET.COM, INC. July 22, 1999 -------------------------------------------------- (Date) ` /s/ Bruce Bertman -------------------------------------------------- (Signature) Bruce Bertman, Chief Executive Officer -------------------------------------------------- (Name/Title) 8 -----END PRIVACY-ENHANCED MESSAGE-----