UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ASD GROUP, INC.
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
001988 10 4
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(CUSIP Number)
Linda C. Frazier, Esq.
Broad and Cassel
201 South Biscayne Boulevard, Suite 3000
MIAMI, FLORIDA 33131
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JANUARY 29, 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 which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
*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 ("Act") 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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 001988 10 4
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Corommandel Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of the Bahamas
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7 SOLE VOTING POWER
NUMBER OF 700,000(1)
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING -----------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 700,000(1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
700,000(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%(2)
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14 TYPE OF REPORTING PERSON*
CO
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(1) Represents shares of Common Stock issuable upon exercise of warrants.
(2) For purposes of this calculation, we have assumed that warrants to purchase
shares of Common Stock owned by Corommandel Limited were exercised. Moreover,
for purposes of calculating percentage owned, with respect to the total number
of shares issued and outstanding, we have assumed that all of the Issuer's
shares of Series A, B and C Convertible Preferred Stock, which are automatically
convertible upon receipt of stockholder approval of an increase in the Issuer's
authorized capital, are converted.
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D relates to shares of common stock,
$.01 par value per share (the "Common Stock"), of ASD Group, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive office is located
at 1 Industry Street, Poughkeepsie, New York 12603.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed on behalf of Corommandel Limited.
(b) The business address of Corommandel Limited is 4th Floor, Euro
Canadian Centre, P.O. Box N 8220, Marborough Street, Nassau, NP Bahamas.
(c) Corommandel Limited is a corporation engaged in the business of
investments.
(d) During the last five years, Corommandel Limited, nor its
beneficial owner, director and/or officer, have not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, Corommandel Limited, nor its
beneficial owner, director and/or officer, were not 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 any violation with
respect to such laws.
(f) Corommandel Limited is a Bahamian corporation, incorporated in the
Commonwealth of the Bahamas.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Corommandel Limited acquired shares of the Issuer's Common Stock,
warrants to purchase shares of Common Stock utilizing working capital.
ITEM 4. PURPOSE OF TRANSACTION.
Corommandel Limited purchased the securities owned by it for
investment purposes only.
Corommandel Limited may, depending upon then current events,
including without limitation, then current market conditions, the Issuer's
results of operations, and the then current general business climate, decide to
increase or decrease its position in the Issuer.
Corommandel Limited does not have any plans or proposals which may
relate or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer;
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<PAGE>
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) Any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be de-listed from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)(b) Corommandel Limited may be deemed to beneficially own an
aggregate of 700,000 shares of Common Stock, representing approximately 6.0% of
the total shares of Common Stock, issuable upon exercise of its warrants.
Pursuant to Rule 13d-3(d), a person shall be deemed to be the
beneficial owner of a security if that person has the right to acquire
beneficial ownership within 60 days, as in the case of the exercise of an
option, warrant or right or conversion of a security. This rule further provides
that any securities not outstanding which are subject to such options, warrants,
rights or conversion privileges shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding securities by such person but
shall not be deemed outstanding for purposes of computing percentage ownership
for any other person. Notwithstanding the foregoing, since the Issuer's Series
A, Series B and Series C Convertible Preferred Stock are AUTOMATICALLY
convertible on the same day (which presumably will be within 60 days), for
purposes of calculating beneficial ownership, it is assumed all of the
underlying shares of Convertible Preferred Stock are outstanding for purposes of
calculating Corommandel Limited's beneficial ownership.
(c) Not applicable.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
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<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
COROMMANDEL LIMITED,
a Bahamian corporation
By: NWT DIRECTORS LIMITED
February 5, 1999
By:/s/ MARTIN BOWEN /s/ JULIA FROSSELL
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Name: MARTIN BOWEN JULIA FROSSELL
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Title: DIRECTOR SECRETARY
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