-----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, ARsma/lxykdiTpjByWvAFiNxEuohtuvARFk0nQ6moXpowriNOdplGXOUcQf9rdl+ 6AYhYmHbneF6f798cfgTKA== 0001019056-99-000419.txt : 19990712 0001019056-99-000419.hdr.sgml : 19990712 ACCESSION NUMBER: 0001019056-99-000419 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPUTER MARKETPLACE INC CENTRAL INDEX KEY: 0000900475 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 330008870 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51165 FILM NUMBER: 99661944 BUSINESS ADDRESS: STREET 1: 1171 RAILROAD ST CITY: CORONA STATE: CA ZIP: 91720 BUSINESS PHONE: 9097352102 MAIL ADDRESS: STREET 1: 1171 RAILROAD ST CITY: CORONA STATE: CA ZIP: 91720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMINIFARD BEJAN CENTRAL INDEX KEY: 0001087962 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 14 COMMERCIAL BLVD STREET 2: SUITE 127 CITY: NOVATO STATE: CA ZIP: 94949 BUSINESS PHONE: 4158846120 SC 13D 1 FORM SC 13D UNITED STATES 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 PURSUANT TO RULE 13D-2(a) COMPUTER MARKETPLACE, INC. - -------------------------------------------------------------------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.0001 PER SHARE - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 205-216-302 -------------------------------------- CUSIP NUMBER) L. Wayne Kiley, Computer Marketplace, Inc. 1171 Railroad Street, Corona, CA 91720 (909) 735-2102 -------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) APRIL 23, 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 which 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 |_|. (Page 1 of 5 Pages) SCHEDULE 13D - ---------------------- ------------------------------------------------------ CUSIP NO. 205-216-302 PAGE 2 OF 5 PAGES - ---------------------- ------------------------------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: BEJAN AMINIFARD S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [ ] (B) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS SC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS (2)(D) OR (E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OR ORGANIZATION UNITED STATES - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,824,500* SHARES --------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY NONE EACH --------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON 1,824,500* WITH --------------------------------------------- 10 SHARED DISPOSITIVE POWER NONE - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,824,500* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.4%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------------- * Includes 832,000 shares of the Issuer's common stock issuable to Mr. Aminifard upon the conversion of 208,000 shares of the Issuer's Series A Preferred Stock. ** Based upon 11,091,459 shares of Common Stock outstanding as of April 23, 1999. (Page 2 of 5 Pages) SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This statement relates to the Common Stock, par value $.0001 per share ("Common Stock"), of Computer Marketplace, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are presently located at 1171 Railroad Street, Corona, CA 91270. ITEM 2. IDENTITY AND BACKGROUND. (a) Bejan Aminifard (b) 14 Commercial Blvd., # 127, Novato, CA 94949 (c) Chief Executive Officer of TechStore, LLC. TechStore, LLC sells computer hardware and software as well as consumer electronic products through its world wide web site, www.techstore.com. TechStore is located at the address set forth in 1(b) above. (d) Mr. Aminifard has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Aminifard has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Aminifard being subject to a judgment, decree or a 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) Mr. Aminifard is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. As of April 21, 1999, the Issuer and each of the stockholders of E-Taxi, Inc., a Delaware corporation ("E-Taxi"), entered into a Stock Purchase Agreement, pursuant to which the Company acquired all of the issued and outstanding capital stock of E-Taxi (the "E-Taxi Acquisition") on April 23, 1999 (the "Closing Date"). As consideration for 9,074,000 shares of the E-Taxi's common stock and 400,000 shares of the E-Taxi's Series A Preferred Stock, the Issuer issued an aggregate of 9,074,000 shares of the Common Stock and 400,000 shares of the Issuer's Series A Preferred Stock. Prior to the closing of the E-Taxi Acquisition, Mr. Aminifard beneficially owned 1,824,500 shares of E-Taxi common stock (which included 832,000 shares of Common Stock issuable upon the exercise of 208,000 shares of Series A Preferred Stock of E-Taxi). As of a result of the E-Taxi Acquisition, Mr. Aminifard became the beneficial owner of 1,824,500 shares of Common Stock which includes 832,000 shares of Common Stock issuable upon the conversion of 208,000 shares of the Issuer's Series A Preferred Stock owned by him. Mr. Aminifard disclaims beneficial ownership of 461,575 shares of Common Stock beneficially owned by Mosen Aminifard, Mr. Aminifard's father. (Page 3 of 5 Pages) ITEM 4. PURPOSE OF TRANSACTION. The E-Taxi Acquisition was consummated so that the Issuer will have an opportunity to expand its business by further developing E-Taxi's goal of creating a comprehensive, vertical internet portal for the Small Office/Home Office market, and E-Taxi will have the opportunities available to public companies. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As of April 23, 1999, Mr. Aminifard beneficially owned 1,824,500 shares of Common Stock which includes 832,000 shares of the Common Stock issuable upon the conversion of 208,000 shares of Series A Preferred Stock. Based upon 11,091,459 shares of common Stock outstanding as of April 23, 1999, Mr. Aminifard beneficially owned 16.4% of the shares of Common Stock outstanding as of such date. As of May 3, 1999, each share of the Series A Preferred Stock outstanding was automatically converted into four (4) shares of Common Stock, or an aggregate of 1,600,000 shares of Common Stock. The 208,000 shares of Series A Preferred Stock held by Mr. Aminifard were converted into 832,000 shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. See Item 3 above. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. A. Stock Purchase Agreement, dated as of April 21, 1999, among the Company and the stockholders of E-Taxi, Inc. (Page 4 of 5 Pages) 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. July 8, 1999 - -------------------------------- (Date) /s/ BEJAN AMINIFARD -------------------------- Bejan Aminifard (Page 5 of 5 Pages) -----END PRIVACY-ENHANCED MESSAGE-----