-----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, NurEW+QQj4lkceZboSix0+8yKaYtT0dBdthVKNZDdRyuq7oVbMFHsI/3UkmEo9N2 DoFG48iljJA0jTbYi9nbAA== 0000950144-97-009352.txt : 19970819 0000950144-97-009352.hdr.sgml : 19970819 ACCESSION NUMBER: 0000950144-97-009352 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970818 SROS: NASD 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: 330558415 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-51165 FILM NUMBER: 97665494 BUSINESS ADDRESS: STREET 1: 1490 RAILROAD ST CITY: CORONA STATE: CA ZIP: 91720 BUSINESS PHONE: 9097352102 MAIL ADDRESS: STREET 1: 1490 RAILROAD ST CITY: CORONA STATE: CA ZIP: 91720 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VICTORIA HOLDINGS INC CENTRAL INDEX KEY: 0001041378 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 6700 NO ANDREWS AVENUE STREET 2: SUITE 500 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 MAIL ADDRESS: STREET 1: 6700 NO ANDREWS AVENUE STREET 2: SUITE 500 CITY: FT LAUDERDALE STATE: FL ZIP: 33309 SC 13D 1 COMPUTER MARKETPLACE/ VICTORIA HOLDINGS SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) COMPUTER MARKETPLACE(R), INC. ----------------------------- (Name of Issuer) COMMON STOCK, $.0001 PAR VALUE ------------------------------ (Title of Class of Securities) 205216 -------------- (CUSIP Number) Elliot Loewenstern, President Victoria Holdings, Inc. 6700 North Andrews Avenue Suite 500 Ft. Lauderdale, FL 33309 (954) 351-4200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JULY 14, 1997 -------------- (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 Statement because of Rule 13d-1(b)(3) or (4), check the following box:[ ] Check the following box if a fee is being paid with the Statement:[ ] Note: Six copies of this Statement, including all exhibits, should be filed with the Commission. SEE Rule 13d-1(a) for other parties to whom copies are to be sent. The information required on the remainder of this cover page shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 2 - -------------------------------------------------------------------------------- CUSIP NO. 205216 13D - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON Victoria Holdings, Inc. S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (A) [XX] (B) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) X ------ - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- : (7) SOLE VOTING POWER : (a) 1,000,000 :--------------------------------------- : (8) SHARED VOTING POWER NUMBER OF SHARES : 150,000 See answer to Item 5(b) BENEFICIALLY :_______________________________________ OWNED BY EACH REPORTING : (9) SOLE DISPOSITIVE POWER PERSON WITH : (a) 1,000,000 :--------------------------------------- : (10) SHARED DISPOSITIVE POWER : 150,000 See answer to Item 5(b) - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (a) 1,150,000 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES --------- - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 (a) 85% 2 3 - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO;IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement on Schedule 13D relates is as follows: Common stock, par value $.0001, (the "Company Common Stock") of Computer Marketplace, Inc., a Delaware Corporation (the "Company" or the "Issuer"). The principal executive office of the Company are located at 1490 Railroad Street, Corona, California 91720. ITEM 2. IDENTITY AND BACKGROUND This Amendment No. 1 to Schedule 13D is filed by Victoria Holdings, Inc., a corporation organized under the laws of the State of Delaware ("Victoria Holdings"). Victoria Holding's principal business is providing corporate finance assistance and consulting services to businesses. Its principal office is at 6700 North Andrews Avenue, Suite 500, Ft. Lauderdale, FL 33309. (a) The executive officers and directors of Victoria Holdings are Elliot A. Loewenstern, who is the President and director, and Richard Bronson, who is the Secretary/Treasurer and director. The controlling shareholders are Elliot A. Loewenstern and Shelley Loewenstern, as Tenants by the Entireties and the Richard Bronson Trust, of which Mr. Richard Bronson is the Trustee. (b) The business address for both Mr. Loewenstern and Mr. Bronson is 6700 North Andrews Avenue, Suite 500, Ft. Lauderdale, FL 33309. (c) Both Mr. Loewenstern and Mr. Bronson are in the investment banking business. (d) None. (e) In 1993, the Securities and Exchange Commission filed a complaint against both Elliot Loewenstern and Richard Bronson as principals of Biltmore Securities, Inc., alleging violations of Section 17(a) of the Securities Act of 1933, Section 10(b) and 15(c) of the Securities Exchange Act of 1934, and Rules 10b-5, 10b- 3 4 6 and 15cl-2 promulgated thereunder. On July 22, 1995, the complaint was dismissed, with prejudice, as to both Mr. Loewenstern and Mr. Bronson. Mr. Bronson agreed to a suspension from associating in any supervisory capacity with any broker, dealer, municipal securities dealer, investment advisor or investment company for a period of twelve (12) months from the beginning of said suspension. Mr. Loewenstern also agreed to a suspension from associating in any supervisory capacity with any broker, dealer, municipal securities dealer, investment advisor or investment company for a period of twelve (12) months commencing upon the expiration of Mr. Bronson's suspension. (f) Citizenship: Messrs. Loewenstern and Bronson and Mrs. Loewenstern are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The source of the funds are personal funds of the executive officers and directors of Victoria Holdings, Elliot A. Loewenstern, President and director, and Richard Bronson, the Secretary/Treasurer and director. ITEM 4. PURPOSE OF THE TRANSACTION The initial acquisition of the securities of the Issuer was as consideration for the consulting services rendered to the Company by Victoria Holdings. The acquisition of shares which are the subject of this Amendment to Schedule 13D was for investment purposes. Subject to many factors, including the Issuer's financial condition, its prospects, the market in general, other investment opportunities and developments concerning Victoria Holdings' business, additional securities of the Issuer may be purchased or sold. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Based upon current information available, there were 1,352,424 shares of Company Common Stock issued and outstanding on the reporting date of this Statement. (a) On December 31, 1996, Victoria Holdings, pursuant to an Option Agreement, was issued options to purchase 6,000,000 shares of Company Common Stock, which are exercisable at $.166667 beginning on December 31, 1996 for a term of five (5) years. Based upon current information available, the Company's Board of Directors and shareholders approved a 1-for-6 reverse stock split in April, 1997. Therefore, Victoria Holdings now holds options to 4 5 purchase 1,000,000 shares of Company Common Stock at $1.00 per share. In addition, On July 14, 1997, both Mr. Bronson and Mr. Loewenstern purchased 75,000 shares each on the open market at $1.00 per share. The aggregate number of shares of common stock directly or indirectly beneficially owned by Victoria Holdings, Richard Bronson and Elliot A. Loewenstern (including the options) constitutes 85% of the current issued and outstanding shares of Company Common Stock. (b) Victoria Holdings, through Elliot A. Loewenstern and Shelley Loewenstern, as Tenants by the Entireties, and/or The Richard Bronson Trust, has sole power to vote or direct the vote and sole power to dispose or direct the disposition of the Company Common Stock owned by Victoria Holdings upon exercise of the Options. Mr. Elliot A. Loewenstern has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 75,000 shares of the Company Common Stock owned by him. Mr. Richard Bronson has sole power to vote or direct the vote and sole power to dispose or direct the disposition of 75,000 shares of the Company Common Stock owned by him. (c) There were no other transactions, other than as listed in 5(a) above, effected by Victoria Holdings during the last 60 days involving Company Common Stock. (d) N/A (e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the consulting agreement entered into by Victoria Holdings with the Issuer on December 9, 1996, there are no other arrangements, understandings or relationships with respect to securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None 5 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement on Schedule 13D is true, complete and correct as of the date hereof. Dated: 8/10/97 ---------------- VICTORIA HOLDINGS, INC. By: /s/ Elliot Loewenstern ----------------------------- Name: Elliot Loewenstern --------------------------- Title: President -------------------------- /s/ Elliot Loewenstern --------------------------------- ELLIOT LOEWENSTERN /s/ Richard Bronson --------------------------------- RICHARD BRONSON 6 7 The undersigned hereby agree that this Amendment No. 1 to Schedule 13D represents a joint filing on behalf of the undersigned pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Dated: 8/10/97 --------------- VICTORIA HOLDINGS, INC. By: /s/ Elliot Loewenstern ----------------------------- Name: Elliot Loewenstern --------------------------- Title: President -------------------------- /s/ Elliot Loewenstern --------------------------------- ELLIOT LOEWENSTERN /s/ Richard Bronson --------------------------------- RICHARD BRONSON 7 -----END PRIVACY-ENHANCED MESSAGE-----