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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
SUNBURST ACQUISITIONS IV, INC.
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(Name of Issuer)
COMMON STOCK, NO PAR VALUE
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(Title of Class of Securities)
886953 10 2
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(CUSIP Number)
Paul Kessler
11777 San Vicente Boulevard
Suite 702
Brentwood, CA 90049
(310) 826-0676
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 14, 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
schedule 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 [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7)
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 remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to a 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 liabilities of this section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP No. 886953 10 2 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul Kessler
S.S. # ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
U.S.
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7 SOLE VOTING POWER
NUMBER OF
675,000 (all of these shares are held
indirectly by Mr. Kessler through
Bristol Capital, LLC, of which he is
the sole owner)
SHARES
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BENEFICIALLY
8 SHARED VOTING POWER
OWNED BY - 0 -
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 675,000
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PERSON WITH
10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
675,000 shares
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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)
8.1%
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14 TYPE OF REPORTING PERSON*
IN
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, no par value (the "Common Stock"),
of Sunburst Acquisitions, IV, Inc., a Colorado corporation (the "Company"), the
principal executive offices of which are located at 2082 Cherry Street, Denver
CO 80207.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the individual filing this Schedule 13D is Paul Kessler. Mr. Kessler
holds all of his shares of Common Stock in the Company indirectly through
Bristol Capital, LLC, a Delaware limited liability company ("Bristol"), of which
Mr. Kessler is the sole owner. Mr. Kessler's business address is located at
11777 San Vicente Boulevard, Suite 702, Brentwood, CA 90049, which is also the
address of Bristol. Mr. Kessler is an investor and conducts his investment
activities primarily through Bristol. Mr. Kessler is the Chief Executive Officer
and President of Bristol.
Mr. Kessler has not, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors), nor has he
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding been subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws on finding
any violation with respect to such laws.
Mr. Kessler is a citizen of the United States.
ITEM 3. SOURCE AMD AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
Mr. Kessler received the Common Stock, through Bristol, in the Company in
consideration for advising and assisting the Company in its investment in
Prologic Management Systems, Inc., an Arizona corporation, which investment was
consummated on or about September 14, 1999 (the "Prologic Investment").
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Kessler intends to hold the shares of Common Stock for investment purposes.
Mr. Kessler presently has no plans or proposals which relate to or would result
in any of the events described in Item 4 (a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) The following table sets forth information with respect to the shares
of Common Stock beneficially owned by each person or entity named in Item 2
hereof. Mr. Kessler has sole voting and investment power with respect to all of
the shares specified below.
<TABLE>
<CAPTION>
Name Number of Shares Percent of Outstanding (Fn(2))
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<S> <C> <C>
Paul Kessler(fn1) 675,000 8.1%
</TABLE>
(1) Mr. Kessler holds the common stock indirectly through Bristol, of
which he is the sole owner.
(2) Computed on the basis of 8,300,00 shares of Common Stock
outstanding as of September 14, 1999, as reported in the Company's
Information Statement, dated August 4, 1999.
(c) Mr. Kessler has not made any purchases of Common Stock within the last sixty
(60) days.
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(d) No person other than Mr. Kessler (and Bristol, which Mr. Kessler is the sole
owner), has the right to receive or power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Mr. Kessler is the sole owner of Bristol which owns approximately 675,000 shares
of Common Stock. There is no formal agreement between Mr. Kessler and Bristol
with respect to the ownership of the Common Stock. Mr. Kessler intends to
transfer 250,000 shares of the Company's Common Stock to Diana Derycz, the
General Counsel of Bristol and his fiancee, in consideration of Ms. Derycz
rendering certain legal and strategic advice to Bristol in connection with the
Prologic Investment. When transferred, Ms. Derycz will exercise full investment
power and control over the 250,000 shares of Common Stock. There is no formal
agreement with respect to the future transference of the shares to Ms. Derycz.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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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.
Dated: May 5, 2000
/s/ Paul Kessler
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Paul Kessler
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