ENVIROKARE TECH INC
SC 13D/A, 2000-03-20
INDUSTRIAL TRUCKS, TRACTORS, TRAILORS & STACKERS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



                                  SCHEDULE 13D


                        Under the Securities Act of 1934
                                (Amendment No. 1)

                              ENVIROKARE TECH, INC.

                                (Name of Issuer)

                                  Common Shares

                         (Title of Class of Securities)


                                   29404N-209
                                 (CUSIP Number)

                                 Robert Davidson
                              Envirokare Tech, Inc.
                          2470 Chandler Avenue, Suite 5
                             Las Vegas, Nevada 89120
                      Tel.: 702-262-1999 Fax: 702-262-1909

           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)


                                October 14, 1999
             (Date of Event which Requires Filing of This Statement)



<PAGE>

CUSIP No. 29404N-209                                                 Page 2 of 4


                                  SCHEDULE 13D

________________________________________________________________________________
1    NAME OF REPORTING PERSON                         ARCADE INVESTMENTS LIMITED
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

________________________________________________________________________________
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                                        (a)  [_]
                                                                        (b)  [X]
________________________________________________________________________________
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

                                                                    The Bahamas
________________________________________________________________________________
              7    SOLE VOTING POWER

  NUMBER OF                                       10,650,000 (see No. 11, below)
   SHARES     _________________________________________________________________
BENEFICIALLY  8    SHARED VOTING POWER
  OWNED BY
    EACH                                                                      0
 REPORTING    _________________________________________________________________
   PERSON     9    SOLE DISPOSITIVE POWER
    WITH
                                                  10,650,000 (see No. 11, below)
              _________________________________________________________________
              10   SHARED DISPOSITIVE POWER

                                                                               0
________________________________________________________________________________
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     Convertible Preferred Shares (500,000 shares, each convertible   10,000,000
       into Twenty (20) shares of the Issuer's Common Stock)
     Common Shares                                                       650,000
________________________________________________________________________________
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                                                             [_]
________________________________________________________________________________
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                                                                          50.5%
________________________________________________________________________________
14   TYPE OF REPORTING PERSON

                                                                          IV, CO
________________________________________________________________________________

<PAGE>

CUSIP No. 29404N-209                                                 Page 3 of 4

Arcade Investments Limited

     This Amendment No. 1 relates to the Schedule 13D filed by the  undersigned,
Arcade Investments Limited, on March 3, 2000, to report the beneficial ownership
of Common Stock,  par value $.001 per share,  of Envirokare  Tech,  Inc.  Unless
otherwise specified,  all capitalized terms herein have the meanings assigned to
them in the Schedule 13D.

Item 2. Identity and Background

     Item  2(a) is  hereby  amended  and  restated  to read in its  entirety  as
follows:

     (a) Names:

     This Statement is filed by ARCADE INVESTMENTS  LIMITED  ("ARCADE"),  as the
     direct beneficial owner of 500,000 shares of Series A Convertible Preferred
     Stock (the  "Convertible  Preferred  Shares") and 650,000  shares of Common
     Stock  of  the  Issuer.  Each  of  the  Convertible   Preferred  Shares  is
     convertible  into twenty (20) shares of Common Stock of the Issuer.  Common
     share amounts (including the conversion ratio for the Convertible Preferred
     Shares) have been  adjusted to reflect the Issuer's  2-for-1 stock split of
     its Common Stock (the "Stock Split"),  effected in the form of a 100% stock
     dividend,  payable  at the  opening  of  business  on  March  6,  2000,  to
     shareholders of record at the close of business on March 1, 2000.

     Additionally,  information  for these Items 2-6 is being  provided  for the
     following   officers   and   directors   of   ARCADE:    Isaac   Collie   -
     President/Director;  Shaniqua  McPhee  -  Director;  and  Janeen  Curtis  -
     Secretary.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


CUSIP No. 29404N-209                                                 Page 4 of 4


Item 5. Interest in Securities of the Issuer

     Items 5(a),  5(b) and 5(c) are hereby amended and restated to read in their
entirety as follows:

          (a) Aggregate number
                of securities           500,000  shares of Series A  Convertible
                                        Preferred Stock, each convertible at any
                                        time until  10/13/01,  into  twenty (20)
                                        shares  of Common  Stock of the  Issuer.
                                        Equivalent position therefore 10,000,000
                                        shares of Common Stock of the Issuer.

                                        650,000 shares of Common Stock

             Percentage of class of
               securities:              50.5%


          (b) Sole voting power:        10,650,000*
              Shared voting power:               0
              Sole dispositive power:   10,650,000*
              Shared dispositive power:          0

     *    Assumes  conversion of all of the  Convertible  Preferred  Shares @ 20
          shares of Common Stock.

          (c)  The only  transactions  by the  Reporting  Person in the Issuer's
               reported  securities were: (1) the Reporting Person's purchase of
               225,000  shares of Common Stock  (450,000,  giving  effect to the
               Stock Split) in July 1998; (2) the Reporting Person's purchase of
               the  Convertible  Preferred  Shares on  October  14,  1999,  at a
               purchase price of $0.50 per share; and (3) the Reporting Person's
               purchase  of  100,000  shares of Common  Stock  (200,000,  giving
               effect to the Stock Split) on February  18,  2000,  at a purchase
               price of $1.50 per share. All of these transactions were effected
               as private  placements exempt from  registration  requirements of
               the Securities  Act of 1933 (the "Act")  pursuant to Regulation S
               promulgated under the Act.


                                    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.


Date:    March 9, 2000                      ARCADE INVESTMENTS LIMITED


                                            By: /s/ E. Isaac Collie
                                                --------------------------------
                                                  Name:  E. Isaac Collie
                                                  Title:    President/Director




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