SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NETGAIN DEVELOPMENT, INC.
-----------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
-----------------------------------------------------------
(Title of Class of Securities)
154708 101
--------------
(CUSIP Number)
NOVEMBER 15, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
|X| Rule 13d-1(c)
[ ] Rule 13d-1(d)
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SCHEDULE 13G
CUSIP NO. 154708 101
- ----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Theodore Fessas
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Greece
- ----------------------------- --------- ----------------------------------------
5 SOLE VOTING POWER
383,333
NUMBER OF --------- ----------------------------------------
SHARES 6 SHARED VOTING POWER
BENEFICIALLY 1,333,333
OWNED BY --------- ----------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 383,333
PERSON --------- ----------------------------------------
WITH: 8 SHARED DISPOSITIVE POWER
1,333,333
- ----------- --------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,716,666(1)
- ----------- --------------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- ----------- --------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.1%(2)
- ----------- --------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
SCHEDULE 13G
- ------------------
(1) Includes 1,333,333 shares of Common Stock owned collectively by Com
Quest S.A., Ergodata S.A. and Unifon S.A., of which companies the
Reporting Person is either a director, executive officer and/or
principal shareholder.
(2) Calculated on the basis of 17,020,998 shares of Common Stock
outstanding on November 18, 1999.
Page 2 of 5 Pages
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ITEM 1(a). NAME OF ISSUER:
NetGain Development, Inc.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
152 West 57th Street, 40th Floor
New York, New York 10019
ITEM 2(a). NAME OF PERSON FILING:
Theodore Fessas
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
25 Pantou Street
17671 Kallithea
Athens, Greece
ITEM 2(c). CITIZENSHIP: SEE ITEM 4 ON COVER PAGE
Greece
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $.0001 par value per share
ITEM 2(e). CUSIP NUMBER:
154708 101
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B) OR
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
Page 3 of 5 Pages
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ITEM 4. OWNERSHIP:
Theodore Fessas
(a) Amount Beneficially Owned: 1,716,666(1) SHARES.
(b) Percent of Class: 10.1%(2)
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct to vote 383,333
-------
(ii) Shared power to vote or to direct the vote 1,333,333
---------
(iii) Sole power to dispose or to direct the
disposition of 383,333
-------
(iv) Shared power to dispose or to direct
disposition of 1,333,333
---------
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON:
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
- ------------------
(1) Includes 1,333,333 shares of Common Stock owned collectively by Com
Quest S.A., Ergodata S.A. and Unifon S.A., of which companies the
Reporting Person is either a director, executive officer and/or
principal shareholder.
(2) Calculated on the basis of 17,020,998 shares of Common Stock
outstanding on November 18, 1999.
Page 4 of 5 Pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
ITEM 10(a). THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT
IS FILED PURSUANT TO SS.240.13D-1(B):
Not applicable.
ITEM 10(b). THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT
IS FILED PURSUANT TO SS.240.13D-1(C):
By signing below I certify, to the best of my knowledge and
belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
Dated: November 24, 1999. /S/ THEODORE FESSAS
-------------------------------
Theodore Fessas
Page 5 of 5 Pages
