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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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. )(1)
Phlo Corporation
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(Name of Issuer)
Common Stock, par value of $0.0001 per share
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(Title of Class of Securities)
71879Q 10 1
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(CUSIP Number)
Anne P. Hovis, Phlo Corporation, 475 Park Avenue South
New York, NY 10016 (212) 447-1322
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1999
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(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(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
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(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).
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
Page 1 of 4
<PAGE>
CUSIP No. 71879Q 10 1 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Edward J. Mathias
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
00
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 6,083,075
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 6,083,075
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,083,075
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.34%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INSTRUCTIONS FOR COVER PAGE
(1) NAME AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS--Furnish the
full legal name of each person for whom the reports is filed--i.e., each
person required to sign the schedule itself--including each member of a
group. do not include the name of person required to be identified in the
report but who is not a reporting person. Reporting persons that are entries
are also requested to furnish their I.R.S. identification numbers, although
disclosure of such numbers in voluntary, not mandatory (see "SPECIAL
INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as a
member of a group and the membership is expressly affirmed, please check row
2(a). If the reporting person disclaims membership in a group or describes a
relationship with other person but does not affirm the existence of a group,
please check row 2(b) [unless it is a joint filing pursuant to Rule
13d-1(k)(l) in which case it may not be necessary to check row 2(b)]
(3) The 3rd row is for SEC internal use.
Page 2 of 4
<PAGE>
ITEM 1. SECURITY AND ISSUER
This statement relates to the common stock, $0.0001 par value per share,
of Phlo Corporation (the "Issuer"), the address of the principle executive
offices of which is 475 Park Avenue South, 7th floor, New York, New York 10016.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Edward J. Mathias, a United States
citizen. His business address is The Carlyle Group, 1001 Pennsylvania Avenue,
N.W., Washington, D.C. 20004-2505. His present principal occupation is that of
managing director of The Carlyle Group which has a principal business address as
set forth in the immediately preceding sentence.
During the last five years, Mr. Mathias has not been convicted in any
criminal proceeding (excluding traffic violations or similar misdemeanors). Mr.
Mathias has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which he is or was
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 resulting in a finding of any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Mathias exchanged 8,253 shares of the capital stock of X-Treem
Products Corporation ("X-Treem") for shares of the common stock of the Issuer,
including 1,923 shares of the common stock of X-Treem, 4,083 shares of the Class
B Common Stock of X-Treem, and 2,247 shares of the preferred stock of X-Treem.
Such shares of stock were the sole consideration given to the Issuer by Mr.
Mathias in exchange for the shares of the Issuer's common stock.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of securities of the Issuer is investment.
Mr. Mathias, through his ownership of the Issuer's stock, plans to accomplish
the completion of a reorganization pursuant to section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended, involving the Issuer.
Page 3 of 4
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Mathias beneficially owns 6,083,075 shares of the common stock of the
Issuer. This constitutes 29.34% of the outstanding shares of common stock of the
Issuer. Mr. Mathias has the sole power to vote and dispose of all such shares.
The initial issuance to Mr. Mathias of 3,227,200 shares of the common stock of
the Issuer, in accordance with the exchange transaction described in Item 3
above, occurred on December 7, 1998. On June 1, 1999, the Issuer issued to Mr.
Mathias an additional 2,855,875 shares in furtherance of the same transaction.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF 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.
July 12, 1999 /s/ Edward J. Mathias
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Date Signature
Edward J. Mathias
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Print Name
Page 4 of 4
