(Page 1 of 5 Pages)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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. _____)
SHOPNET.COM, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
82508N 10 4
(CUSIP Number)
HAROLD RASHBAUM, 14 EAST 60TH STREET, NEW YORK, NEW YORK 10022
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
OCTOBER 1, 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 o.
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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CUSIP NO. 82508N 10 4 PAGE 2 OF 5 PAGES
1 NAMES OF REPORTING PERSONS American Telecom, Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) o
3 SEC USE ONLY
4 SOURCE OF FUNDS WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES 7 SOLE VOTING POWER 311,000 (5.8%)
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER 311,000 (5.8%)
10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON* CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Common Stock
SHOPNET.COM, INC., 14 EAST 60TH Street, Suite 402, New York, New York 10022
ITEM 2. IDENTITY AND BACKGROUND.
American Telecom, Corp. (hereinafter "ATC")
Address of Principal Business: P.O. Box 47, Roadtown, Tortola BVI State of
Incorporation: New York
2(D): n/a
2(E): ATC has at no time been a party to a civil proceeding and, as a
result, been subject to a judgment or court order (a) prohibiting future
violations of federal or state securities laws or (b) ordering certain
activities subject to federal or state securities laws or (c) finding any
violation of federal or state securities laws.
None of the executive officers or directors of ATC has been a party to a
civil proceeding and, as a result, been subject to a judgment or court order (a)
prohibiting future violations of federal or state securities laws or (b)
ordering certain activities subject to federal or state securities laws or (c)
finding any violation of federal or state securities laws, except as set forth
below:
As described in the Securities and Exchange Commission's (the "Commission")
Litigation Release No. 15739, on May 14, 1998, the Commission filed a complaint
designated Securities and Exchange Commission v. Paul J. Montle, LS Capital
Corporation, Paul V. Culotta, Carol C. Martino, CMA Noel, Ltd., Mario J.
Iacoviello, Ilan Arbel, and Europe American Capital Corporation, 98-Civ-3446
(MP) (S.D.N.Y) in the United States District Court for the Southern District of
New York. The complaint alleged fraud and other violations of the securities
laws concerning three public companies (Viral Testing Systems, Inc. ("VTS"), LS
Capital Corporation ("Lone Star"), and RMS Titanic, Inc.). Specifically, the
complaint alleged, inter alia, that from February through June 1993, officers
and directors of Lone Star made a series of misstatements and omissions in Lone
Star's registration statement and in VTS' and Lone Star's public filings
regarding the ownership of Lone Star at the time VTS spun off Lone Star by
failing to disclose sales of stock pursuant to Regulation S, including the sales
in January 1993 of 1 million shares to entities controlled by Mr. Arbel (the
president and secretary of ATC), and by falsely representing that Lone Star was
a wholly-owned subsidiary of VTS prior to the spin-off. The complaint further
alleged that the shares Mr. Arbel purchased in January 1993, coupled with shares
he received at the time of the spin-off aggregated more than 10% of Lone Star's
outstanding stock in May 1993. The complaint alleged that Mr. Arbel never made
the required filings with the Commission regarding his share ownership. The
complaint also alleged that Lone Star first disclosed that it had made sales
pursuant to Regulation S in its Form 10-Q filed on June 4, 1993 but falsely
represented that all those sales occurred after the spin-off. The complaint
alleged that between May and December 1993, Mr. Arbel sold approximately 1.4
million shares of Lone Star stock into the United States market without that
stock being registered or there being an exemption from registration.
Simultaneously with the filing of the complaint, the Commission filed judgments
on consent against Mr. Arbel and Europe American Capital Corporation ("EACC").
Without admitting or denying the allegations of the complaint, Mr. Arbel and
EACC consented to (1) permanent injunctions against violating Sections 5(a) and
5(c) of the Securities Act and Sections 13(d) and 16(a) of the Exchange Act and
Rules 13d-1, 16a-2, and 16a-3 thereunder and (2) a joint and several
disgorgement obligation of $218,118 plus prejudgment interest. Mr. Arbel also
consented to pay a penalty of $100,000 pursuant to Sections 20(d) of the
Securities Act and 21(d)(3) of the Exchange Act.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ATC purchased 200,000 shares of Shopnet.com, Inc. common stock in a private
placement in February 1998 and an additional 111,000 shares in the public market
between September and October 1999. ATC utilized working capital to pay the
purchase price of such shares.
ITEM 4. PURPOSE OF TRANSACTION.
ATC purchased the shares as an investment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ATC beneficially owns an aggregate 311,000 shares of Shopnet.com, Inc.
common stock, representing 5.8% of the shares outstanding.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
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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.
OCTOBER 18, 1999
Date
/S/ ILAN ARBEL
Signature
ILAN ARBEL, PRESIDENT
Name/Title
