-----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, T6JpVzGmU23EICWMIYXLaE4/dUGErYj+XJ6erG2yXUZJSZB5Xk5Bxj2+ceV+OOq5 vssCfQlq3j48xjs0rR/Bdw== 0000932440-01-500187.txt : 20010817 0000932440-01-500187.hdr.sgml : 20010817 ACCESSION NUMBER: 0000932440-01-500187 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010816 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MONEYZONE 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56457 FILM NUMBER: 1717126 BUSINESS ADDRESS: STREET 1: 6000 FAIRVIEW ROAD STREET 2: SUITE 1410 CITY: CHARLOTTE STATE: NC ZIP: 28210 BUSINESS PHONE: 3019470100 MAIL ADDRESS: STREET 1: 6000 FAIRVIEW ROAD STREET 2: SUITE 1410 CITY: CHARLOTTE STATE: NC ZIP: 28210 FORMER COMPANY: FORMER CONFORMED NAME: CERX ENTERTAINMENT CORP DATE OF NAME CHANGE: 19970325 FORMER COMPANY: FORMER CONFORMED NAME: CERX VENTURE CORP DATE OF NAME CHANGE: 19981116 FORMER COMPANY: FORMER CONFORMED NAME: EBONLINEINC COM DATE OF NAME CHANGE: 19990715 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL CAPITAL PARTNERS INC CENTRAL INDEX KEY: 0000899627 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 521807562 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 6000 FAIRVIEW RD STREET 2: STE 1410 CITY: CHARLOTTE STATE: NC ZIP: 28210 BUSINESS PHONE: 7046438220 MAIL ADDRESS: STREET 1: 6000 FAIRVIEW RD STREET 2: STE 1410 CITY: CHARLOTTE STATE: NC ZIP: 28210 FORMER COMPANY: FORMER CONFORMED NAME: CZECH INDUSTRIES INC /DE/ DATE OF NAME CHANGE: 19950308 FORMER COMPANY: FORMER CONFORMED NAME: EASTBROKERS INTERNATIONAL INC DATE OF NAME CHANGE: 19970213 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL CAPITAL MARKETS INC DATE OF NAME CHANGE: 20000204 SC 13D/A 1 moneyzn_sc13da3.txt SCHEDULE 13 D AMENDMENT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ SCHEDULE 13D (Rule 13D-101) 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. 3)[1] MONEYZONE.COM (Name of Issuer) COMMON STOCK, $.15 PAR VALUE PER SHARE (Title of Class of Securities) 60935 W103 (CUSIP Number) MARTIN A. SUMICHRAST GLOBAL CAPITAL PARTNERS INC. 6000 FAIRVIEW ROAD, SUITE 1410 CHARLOTTE, NORTH CAROLINA 28210 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) APRIL 9, 2001 (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-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 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. 60935 W103 13D Page 2 of 9 Pages - ---------------------- ---------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Global Capital Partners Inc. - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS Not applicable - ------ ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS |_| IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------ ------------------------------------------------------------------------- 7 SOLE VOTING POWER 72,325 shares of Common Stock NUMBER OF ------- -------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY ------- -------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 72,325 shares of Common Stock PERSON ------- -------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 72,325 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) 70.5% shares of Common Stock, based on 100,000 shares of Common Stock issued and outstanding at April 9, 2001. - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------- ------------------------------------------------------------------------ 2 This Amendment No. 3 to Schedule 13D amends and supplements the Schedule 13D, as amended by Amendment Nos. 1 and 2. This Amendment No. 3 amends and restates the statement to read in its entirety as follows: ITEM 1. SECURITY AND ISSUER. This statement relates to shares of common stock, $.15 par value (the "Common Stock"), of MoneyZone.com, a Delaware corporation having its principal executive offices at 6000 Fairview Road, Suite 1410, Charlotte, North Carolina 28210 (the "Company"). All information in this statement gives effect to the 1-for-150 reverse stock split of the Common Stock effected on March 20, 2001. ITEM 2. IDENTITY AND BACKGROUND. (a) Name of Person Filing: Global Capital Partners Inc. ("Global Capital"). (b) Address of Principal Business Office: 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210. (c) Principal Business: Investment banking, broker-dealer, consulting, advisory and securities businesses. (d) Criminal Proceedings: During the last five years, neither Global Capital nor any of its executive officers or directors has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither Global Capital nor any of its executive officers or directors has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Place of Organization: Delaware Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of Global Capital. All such individuals are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. See Item 4 below. 3 ITEM 4. PURPOSE OF TRANSACTION. On September 15, 2000, Global Capital entered into a Convertible Debenture Purchase and Exchange Agreement with the Company and Cortlandt Investors, LLC ("Cortlandt"). Pursuant to the purchase agreement, the Company received gross proceeds of $2,500,000 from the issuance to Cortlandt of (i) a 6% convertible and exchangeable debenture in the principal amount of $2,500,000 (the "Company Debenture") and (ii) warrants exercisable to purchase an aggregate of 1,666 shares of the Common Stock (the "Company Warrants"). Simultaneously with the execution of the purchase agreement, Global Capital entered into a Securities Exchange Agreement with Cortlandt. Pursuant to the exchange agreement, Global Capital granted Cortlandt the right, during the period commencing on January 16, 2001 and ending on March 15, 2001, to exchange any unconverted portion of the Company Debenture for Global Capital's 5% convertible debenture in a principal amount equal to 120% of the then outstanding principal amount of the Company debenture and/or any unexercised portion of the Company Warrants for warrants to purchase an aggregate of 50,000 shares of Global Capital's common stock. On January 16, 2001, Cortlandt exercised its exchange right for the entire principal amount of the Company Debenture and all of the Company Warrants and Global Capital issued to Cortlandt its 5% convertible debenture in the principal amount of $3,000,000 and warrants to purchase an aggregate of 50,000 shares of Global Capital common stock at an initial exercise price of $5.50 per share. Effective March 7, 2001, pursuant to an agreement between Global Capital and the Company, Global Capital converted a portion the Company Debenture for an aggregate of 56,326 shares of Common Stock. As a result of this conversion, Global Capital acquired a controlling interest in the Company. Effective April 9, 2001, pursuant to an amended agreement between Global Capital and the Company, Global Capital converted the remaining portion of the Company Debenture into an aggregate of 100,000 shares of the Company's Series A Preferred Stock. Such shares are convertible into an aggregate of 1,000 shares of Common Stock. In addition, each share of Series A Preferred Stock is entitled to 200 votes, or an aggregate of 20,000,000 votes. As a result, Global Capital has virtually 100% of the voting power of the Company. Global Capital intends to continue the Company's previously announced strategy of exploring a range of strategic alternatives to enhance stockholder value, including a possible sale or merger of the Company. As of the date hereof, the Company has no agreements, understandings or commitments with respect to any such sale or merger. Except as described above, neither Global Capital nor its affiliates have any present plans or proposals which relate to or would result in the acquisition or disposition by any person of securities of the Company. The investments in the Company by Global Capital or its 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 statement, Global Capital or its 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 Company, or the disposition of securities of the Company; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; 4 (c) A sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the Company, 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 Company; (f) Any other material change in the Company's business or corporate structure; (g) Changes in the Company's Certificate of Incorporation, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) Causing a class of securities of the Company to be delisted from a national securities exchange or to cease 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 Company 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. As of the date hereof, Global Capital is the direct beneficial owner of 72,325 shares of Common Stock, over which it has sole voting power and sole power to dispose. This number includes 69,659 shares of Common Stock, warrants to purchase 1,666 shares of Common Stock and shares of Series A Preferred Stock convertible into 1,000 shares of Common Stock, and represents 70.5% of the issued and outstanding shares of Common Stock of the Company, based on 100,000 shares issued and outstanding at April 9, 2001. Except as described herein, during the last 60 days, Global Capital has not acquired or disposed of any shares of Common Stock. 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 Company. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 5 SIGNATURES 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: August 16, 2001 GLOBAL CAPITAL PARTNERS INC. By: /s/ Martin A. Sumichrast --------------------------------- Martin A. Sumichrast Chairman, President and Chief Executive Officer 6 APPENDIX A Directors The following is a list of all directors of Global Capital and certain information with respect to each director. All directors are United States citizens. Name: Martin A. Sumichrast Business Address: Global Capital Partners Inc., 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210 Principal Occupation: Chairman of the Board, President and Chief Executive Officer Name, principal business and address of corporation or other organization in which employment is conducted: Global Capital Partners Inc., a provider of investment banking, broker-dealer, consulting, advisory and other securities related services. Global Capital Partners Inc. 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210 Name: Michael Sumichrast, Ph.D. Business Address: Global Capital Partners Inc., 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210 Principal Occupation: Director Name, principal business and address of corporation or other organization in which employment is conducted: Global Capital Partners Inc., a provider of investment banking, broker-dealer, consulting, advisory and other securities related services. Global Capital Partners Inc. 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210 Name: Dr. Lawrence Chimerine Business 7 Address: Radnor International Consulting, 880 Briarwood Road, Newtown Square, Pennsylvania 19073 Principal Occupation: President Name, principal business and address of corporation or other organization in which employment is conducted: Radnor International Consulting, an international consulting firm. Radnor International Consulting 880 Briarwood Road, Newtown Square, Pennsylvania 19073 Name: Paul F. McCurdy, Esq. Business Address: Kelley Drye & Warren LLP, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901 Principal Occupation: Partner Name, principal business and address of corporation or other organization in which employment is conducted: Kelley Drye & Warren LLP, an international law firm. Kelley Drye & Warren LLP, Two Stamford Plaza, 281 Tresser Boulevard, Stamford, Connecticut 06901 Name: Frank Devine Business Address: Block China & Crystal, 41 Madison Avenue, 8th Floor, New York, NY 10010 Principal Occupation: Chairman Name, principal business and address of corporation or other organization in which employment 8 is conducted: Block China & Crystal, a leader in the design and manufacture of a distinctive collection of tableware, accessories and giftware for the home. Block China & Crystal, 41 Madison Avenue, 8th Floor, New York, NY 10010 Officers The following is a list of the only other executive officer of Global Capital who is not also a director. The officer's business address is 6000 Fairview Road, Suite 1410 Charlotte, North Carolina 28210, which address is Global Capital's business address. The officer is a United States citizen. Name: Kevin D. McNeil Title: Executive Vice President, Secretary, Treasurer and Chief Financial Officer 9 -----END PRIVACY-ENHANCED MESSAGE-----