UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
MarketU Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
57061Y101
(CUSIP Number)
Khachik Toomian
902 S. Glendale Avenue, Glendale, California CA91205
c/o Mike Garian Tel: (818) 543-3037
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 19, 2000
(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), Rule 13d-1(f) or Rule 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.
*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).
CUSIP No. 57061Y101
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1. Names of Reporting Persons
Khachik Toomian
I.R.S. Identification Nos. of Above Persons
Not Available
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2. Check the Appropriate Box if a Member of a Group
(a) [ X ]
(b) [ ]
<PAGE>
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3. SEC Use Only
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4. Source of Funds (See Instructions)
PF
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5. Check 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.A.
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Number of Shares 7. Sole Voting Power
Beneficially 4,000,000 common shares
Owned by Each -----------------------------------------
Reporting Person 8. Shared Voting Power
With: 0
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9. Sole Dispositive Power
4,000,000 common shares
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
4,000,000 common shares
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12. Check if the Aggregate Amount in Row 11 Excludes Certain Shares
[ ]
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13. Percent of Class Represented by Amount in Row 11
48.4%
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14. Type of Reporting Person
IN
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D should be read in conjunction with the
Schedule 13D dated October 17, 2000 ("Schedule 13D") (collectively, "Amendment
No. 1") as filed with the Securities and Exchange Commission by Khachik Toomian.
This Amendment No. 1 amends the Schedule 13D only with respect to those items
listed below.
This statement relates to the common stock of MarketU Inc., a Nevada corporation
(the "Company"). The principal executive offices of the Company are located at
33613 2nd Avenue, Mission, British Columbia, Canada V2V 6T8.
Item 3. Source and Amount of Funds or Other Consideration
On October 19, 2000, Khachik Toomian purchased 2,000,000 Units of the Company,
at a price of US$0.15 per Unit, each Unit comprising of one Common share and
one-half of a two-year non-transferable share purchase warrant. Two-1/2 warrants
(one whole Warrant) will entitle the holder to purchase one additional Common
share in the capital stock of the Company at a price of US$0.25 per share if
<PAGE>
exercised during the first year and US$0.30 per share if exercised during the
second year. The purchase price of US$300,000 for the stock were paid for with
personal cash.
Item 4. Purpose of Transaction
The securities of the Company were acquired by Khachik Toomian for investment
purposes and to provide working capital to the Company.
Item 5. Interest in Securities of the Issuer
(a) Khachik Toomian beneficially owns 4,000,000 shares of common stock of the
Company, which represents 48.4% of the outstanding shares of common stock
of the Company, or 31.4% of the outstanding Common and Preferred Stock of
the Company.
(b) Khachik Toomian has the sole power to vote and dispose of the 4,000,000
shares of common stock.
(c) See Item 3 of this Schedule.
(d) Not applicable.
(e) Not applicable.
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 16, 2000
/s/ Khachik Toomian
Signature of Khachik Toomian
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
