-----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, D+QKw6QXbb5Y1DnwkntiWJVOkmLCVR+zi6VUlyq2lJCE1ylRxeRlf/usiqdn1BTi 1v79ediwOLSo/4lQolvfQg== 0001116502-03-001715.txt : 20030905 0001116502-03-001715.hdr.sgml : 20030905 20030905145955 ACCESSION NUMBER: 0001116502-03-001715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030905 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELCITI ENTERTAINMENT INC /FL/ CENTRAL INDEX KEY: 0001084122 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522043569 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78713 FILM NUMBER: 03883629 BUSINESS ADDRESS: STREET 1: 9000 SHERIDAN STREET STREET 2: SUITE 7 CITY: PEMBROKE PINES STATE: FL ZIP: 33024 BUSINESS PHONE: 8009089574 MAIL ADDRESS: STREET 1: 9000 SHERIDAN STREET STREET 2: SUITE 7 CITY: PEMBROKE PINES STATE: FL ZIP: 8009089574 FORMER COMPANY: FORMER CONFORMED NAME: ICHANCE INTERNATIONAL INC DATE OF NAME CHANGE: 20010926 FORMER COMPANY: FORMER CONFORMED NAME: CARD SMART CORP DATE OF NAME CHANGE: 20000229 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HARTMAN LAWRENCE SCOTT CENTRAL INDEX KEY: 0001217016 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 9000 SHERIDAN ST. CITY: PENBROOK PINES STATE: FL ZIP: 10952 BUSINESS PHONE: 9543520267 MAIL ADDRESS: STREET 1: 12 KARON COURT CITY: CHESTNUT RIDGE STATE: NY ZIP: 10952 SC 13D/A 1 angelcitisc13da.txt SCHEDULE 13D/A OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response......11 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 AngelCiti Entertainment, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common - -------------------------------------------------------------------------------- (Title of Class of Securities) 03462X 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) Lawrence S. Hartman 9000 Sheridan Street, Suite 7, Pembroke Pines, FL 33024, (800) 230-2249 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 3, 2003 - -------------------------------------------------------------------------------- (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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] CUSIP No. 03462X 10 2 SC 13D Page 1 of 4 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Lawrence S. Hartman - Tax ID# ###-##-#### - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) (b) X Reporting person disclaims membership in any group - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions): OO - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization: USA - -------------------------------------------------------------------------------- 7. Sole Voting Power: 65.9% Number of Shares ---------------------------------------------------- Beneficially 8. Shared Voting Power: N/A Owned by ---------------------------------------------------- Each Reporting 9. Sole Dispositive Power: 65.9% Person With ---------------------------------------------------- 10. Shared Dispositive Power: N/A - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,830,000 common shares and 14,000 Series "A" Preferred shares - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares - -------------------------------------------------------------------------------- CUSIP No. 03462X 10 2 SC 13D Page 2 of 4 - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11): 65.9% - -------------------------------------------------------------------------------- 14. Type of Reporting Person IN - -------------------------------------------------------------------------------- ITEM 1. Security and Issuer The Securities to which this statement relates is the Common Stock, $.001 par value, of AngelCiti Entertainment, Inc. (the "Company"), having its principal executive offices at 9000 Sheridan Street, Suite 7, Pembroke Pines, FL 33024. The Company sublicenses software to internet gaming companies. ITEM 2. Identity and Background This statement is filed by Lawrence S. Hartman, a citizen of the United Stated, whose business address is 9000 Sheridan Street, Suite 7, Pembroke Pines, FL 33024. Mr. Hartman is the Chief Executive Officer, sole director and owner of 36.8% of the Common Stock in Omega Ventures, Inc. ("Omega"), which owns the 65.9% of the voting stock in the Company. Neither Mr. Hartman nor Omega are involved in the direct management and/or operations of the Company, nor does Mr. Hartman serve on the board of directors of the Company, but Mr. Hartman from time to time provides consulting services to the Company. Mr. Hartman has not been a party to any criminal, civil or administrative proceedings within the past 5 years. Mr. Hartman is a citizen of the United States of America. ITEM 3. Source and Amount of Funds or Other Consideration On January 20, 2003, Omega exchanged 100% of the stock of Worldwide Management, SA, Omega's wholly owned subsidiary, for 21,000,000 shares of the Company's common stock. CUSIP No. 03462X 10 2 SC 13D Page 3 of 4 - -------------------------------------------------------------------------------- ITEM 4. Purpose of Transaction On January 20, 2003, Omega exchanged 100% of the shares of stock of Worldwide Management, SA, Omega's wholly owned subsidiary, for 21,000,000 shares of the Company's common stock. On May 1, 2003, Omega issued 2,361,667 shares of AngelCiti owned by Omega to 31 separate individuals and entities who performed services for or previously provided payment to Omega; and AngelCiti has issued additional shares to third parties, as disclosed in its public filings, since our last 13D filing, which together has resulted in the reduced percentage ownership of Omega in AngelCiti's common shares disclosed herein. AngelCiti effected a 6 for 1 forward split of its shares on May 7, 2003, which resulted in a larger total aggregate amount of common shares in AngelCiti owned by Omega. On May 21, 2003 Omega entered into an Agreement with AngelCiti to return 75 million common shares to the treasury of AngelCiti in exchange for 11,000 "Series A" preferred shares to be created by AngelCiti, which shares will not be convertible into common shares of AngelCiti, but shall entitle Omega to vote 5,000 common shares for each "Series A" preferred shares granted to Omega. This transaction is anticipated to occur during the week of June 30, 2003. On July 1, 2003 Omega returned 80 million common shares to the treasury of AngelCiti in exchange for 12,000 "Series A" preferred shares, which shares are not be convertible into common shares of AngelCiti, but entitle Omega to vote 5,000 common shares for each "Series A" preferred shares granted to Omega. On September 3, 2003 Omega Ventures exchanged an additional 29 million common shares of AngelCiti for 2,000 Series "A" preferred shares of AngelCiti. Other than as set forth herein, Omega has no other plan or proposal which relates to or would results 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; (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 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 Company; (f) Any other material change in the issuer's business or corporate structure including but not limited to, if the Company is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; CUSIP No. 03462X 10 2 SC 13D Page 4 of 4 - -------------------------------------------------------------------------------- (g) Changes in the Company 's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer 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 issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) Any action similar to any of those enumerated above. ITEM 5. Interest in Securities of the Issuer The aggregate number of Common Stock beneficially owned by Omega at the date hereof is 2,830,000 common shares, and 14,000 Series "A" preferred shares representing 65.9% of the 111,857,421 voting shares issued and outstanding shares of the Company. Omega has the sole power to vote and dispose of the 72,830,000 shares of the Company's common stock that it owns. Other than as stated herein, Omega has not participated in or effected any transactions in the Company's Common Stock in the past 60 days. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer None. ITEM 7. Material to Be Filed as Exhibits None. 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. - -------------------------------------------------------------------------------- Date September 5, 2003 - -------------------------------------------------------------------------------- Signature /s/ Lawrence S. Hartman - -------------------------------------------------------------------------------- Name/Title -----END PRIVACY-ENHANCED MESSAGE-----