-----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, LMQXHfZbkOAtVVEx1rU4VHL4PDHLORTLxk/7AYO0YM1LLe0TglXbTua/tdSQnSuW Y9AWf4MRHC5gMI3Yfi4QUg== 0000950144-02-006475.txt : 20020612 0000950144-02-006475.hdr.sgml : 20020612 20020612171412 ACCESSION NUMBER: 0000950144-02-006475 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: X3D TECHNOLOGIES INC CENTRAL INDEX KEY: 0001172515 IRS NUMBER: 651134619 STATE OF INCORPORATION: FL FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2401 PGA BOULEVARD STREET 2: SUITE 110 CITY: PALM BEACH GARDENS STATE: FL ZIP: 33410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVEWORLDS COM INC CENTRAL INDEX KEY: 0001089531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133883101 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60593 FILM NUMBER: 02677618 BUSINESS ADDRESS: STREET 1: 95 PARKER STREET CITY: NEWBURYPORT STATE: MA ZIP: 01950 BUSINESS PHONE: 9784990222 MAIL ADDRESS: STREET 1: 95 PARKER ST CITY: NEWBURYPORT STATE: MA ZIP: 01950 SC 13D/A 1 g76834a2sc13dza.htm ACTIVEWORLDS.COM / X3D TECHNOLOGIES SC 13D/A#2 sc13dza
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D-A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

ACTIVEWORLDS.COM, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

0504X207

(CUSIP Number)

Allan M. Lerner, Esq.
2888 East Oakland Park Boulevard
Fort Lauderdale, Florida 33306
(954) 563-8111

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 6, 2002

(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. 0504X207 SCHEDULE 13D-A  

                 
(1)   NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
X3D Technologies, Inc. 75-1134619
 
   
 
(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) 		  (a) o
        (b) o
 
   
 
(3)   SEC USE ONLY
 
   
 
(4)   SOURCE OF FUNDS
 
WC
 
   
 
(5)   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS   o
    IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
   
 
(6)   CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
 
   
 
        (7)   SOLE VOTING POWER
NUMBER OF       1,200,100
SHARES  
BENEFICIALLY   (8)   SHARED VOTING POWER
OWNED BY       -0-
EACH  
REPORTING   (9)   SOLE DISPOSITIVE POWER
PERSON WITH       1,200,100
       
        (10)   SHARED DISPOSITIVE POWER
 
       
 
(11)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,200,100
 
   
 
(12)   CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
    SHARES (See Instructions)   o
 
   
 
(13)   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
14%
 
   
 
(14)   TYPE OF REPORTING PERSON
 
CO
 
   

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Item 1. Security and Issuer

  Common Stock, $0.001 par value
Activeworlds.com, Inc.
95 Parker Street
Newburyport, MA 01950

Item 2. Identity and Background

  a.   This Schedule 13D-A is being filed by X3D Technologies, Inc., a Florida corporation. X3D Technologies, Inc., will hereinafter be referred to as “X3D” or the “Reporting Person.”
 
  b.   The Reporting Person is located at 2401 PGA Boulevard, Suite 110, Palm Beach Gardens, Florida 33410.
 
  c.   X3D Technologies, Inc. is a provider of advanced technologies and integration services that provide unique and dynamic “three-dimensional” user experiences for a broad range of Internet Applications.
 
  d.   There has not been a conviction of any officers or directors of X3D, during the last five years, in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
  e.   During the last five years, no officer or director of X3D has been a party to a 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 such violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

X3D paid an aggregate of $180,000 for the shares. The source of the funds was the corporate working capital of the Reporting Person. The shares were purchased in a privately negotiated transaction between the parties. In addition, on April 29, 2002, the Reporting Person also purchased 100 Shares of the Company in the open market at the purchase price of $0.46 per share.

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Item 4. Purpose of Transaction

On June 6, 2002, the Reporting Person notified the Company that it was withdrawing any and all prior proposals it had made to merge the Reporting Person with the Company. All other representations made in the previous filings, not inconsistent with the foregoing continues to represent the Reporting Person’s purposes for the purchase of its shares in the Company.

Item 5. Interest in Securities of the Issuer

                 
    Number of        
    Shares   % of Outstanding Shares
   
 
X3D Technologies, Inc.
     1,200,100       14  

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits

     NA

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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: June 12, 2002
/s/ John Textor

Chief Executive Officer
X3D Teechnologies, Inc.

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