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OMB APPROVAL
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OMB Number 3235-0145
Expires: October 31, 2002
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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. )*
OMB APPROVAL
SALESREPCENTRAL.COM, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
79466R 10 1
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(CUSIP Number)
RALPH J. MASSETTI, 822 S. MILL AVE., #59, TEMPE, ARIZONA 85281
TELEPHONE NUMBER: (480) 922-8444
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
OCTOBER 27, 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. o
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 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).
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CUSIP No. 79466R 10 1 13D Page 2 of 6 Pages
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________________________________________________________________________________
1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RALPH MASSETTI
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Source of Funds (See Instructions)
00
________________________________________________________________________________
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
________________________________________________________________________________
6. Citizenship or Place of Organization
UNITED STATES
________________________________________________________________________________
7. Sole Voting Power
NUMBER OF 8,989,320
SHARES _________________________________________________________________
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH _________________________________________________________________
REPORTING 9. Sole Dispositive Power
PERSON 8,989,320
WITH _________________________________________________________________
10. Shared Dispositive Power
0
________________________________________________________________________________
11. Aggregate Amount Beneficially Owned by Each Reporting Person
8,989,320
________________________________________________________________________________
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
13. Percent of Class Represented by Amount in Row (11)
56.06%
________________________________________________________________________________
14. Type of Reporting Person (See Instructions)
IN
________________________________________________________________________________
*SEE INSTRUCTIONS
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 79466R 10 1 Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER.
The Title of the Class of Equity COMMON STOCK, $.001 PAR VALUE
Securities: PER SHARE
Name of the Issuer: SALESREPCENTRAL.COM, INC.
The Principle Executive Offices
of the Issuer: 16099 N. 82ND ST., SUITE #B1
SCOTTSDALE, ARIZONA 85260
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: RALPH J. MASSETTI
(b) Business address: 16099 N. 82ND ST., SUITE #B1
SCOTTSDALE, ARIZONA 85260
(c) Principal occupation: PRESIDENT/CEO OF THE ISSUER
Employment and address: SALESREPCENTAL.COM, INC.
16099 N. 82ND ST., SUITE #B1
SCOTTSDALE, ARIZONA 85260
(d) Criminal conviction in the past five (5) years: NONE
(e) Subject to a judgment, decree or final order or finding of any violation
of Federal or state securities laws in the past five (5) years: NONE
(f) Citizenship: UNITED STATES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Reporting person acquired all of the shares of Issuer reflected in this
report pursuant to that certain Acquisition Agreement and Plan of Merger (the
"Merger Agreement"), dated as of October 12, 1999, and which became effective as
of October 27, 1999, whereby SalesRepCentral.com, Inc. was merged into the
Issuer (the "Merger"), which was formerly known as Van American Capital, Ltd.
and renamed SalesRepCentral.com, Inc. on November 3, 1999.
Pursuant to the terms and conditions of the Merger Agreement, each
share of SalesRepCentral.com, Inc. Common Stock issued and outstanding
immediately prior to the effectiveness of the merger was converted to the right
to receive .4766 shares of Common Stock, $.001 par value per share (the "Common
Stock") of the Issuer.
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SCHEDULE 13D
CUSIP No. 79466R 10 1 Page 4 of 6 Pages
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As a major shareholder of SalesRepCentral.com, Inc. prior to the
merger, Reporting Person was issued 8,989,320 shares of the Common Stock of the
Issuer (formerly known as Van American Capital, Ltd.) in exchange for all of his
shares of common stock of SalesRepCentral.com, Inc. held prior to the merger
with Van American Capital, Ltd.
ITEM 4. PURPOSE OF TRANSACTION.
The issuance of the shares of Common Stock of the Issuer to Reporting
Person upon the effectiveness of the Merger as described in Item 3 above was
effected pursuant to the terms and conditions of the Merger Agreement.
In his capacity as CEO/President, the Reporting Person is currently
arranging additional financing for the Company. In Reporting Person's capacity
as sole director, Reporting Person plans to increase the board of directors by
up to six additional directors, as currently authorized in the present Bylaws.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate Number of Common Stock: 8,989,320
Percentage of the Class: 56.06%
(b) Sole power to vote or direct the vote: 8,989,320
Shared voting power: 0
Sole power to dispose or direct the disposition: 8,989,320
Shared power to dispose or direct the disposition: 0
(c) Any transactions in Common stock in the past
sixty days or since the last 13D filing: NONE
(d) Right to receive dividends: REPORTING PERSON HAS
EXCLUSIVE RIGHT
(e) Ownership below 5%: NOT APPLICABLE
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SCHEDULE 13D
CUSIP No. 79466R 10 1 Page 5 of 6 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1.1. Agreement and Plan of Merger, dated as of October 12,
1999, between the Issuer, a Nevada corporation, and SalesRepCentral.com, Inc., a
Nevada corporation (incorporated by reference to Exhibit 1.1 of the Issuer's
current report on Form 8-K which was filed with the Securities and Exchange
Commission ("SEC") on November 15, 1999*).
Exhibit 1.2. Certificate of Amendment of Articles of Incorporation of
Van American Capital, Ltd., a Nevada corporation (incorporated by reference to
Exhibit 1.1 of the Issuer's current report on Form 8-K which was filed with the
SEC on November 15, 1999*).
* Two 8-K filings were made with the SEC on November 15, 1999. Exhibit 1.1 is
incorporated by reference from the larger of the two filings; Exhibit 1.2 is
incorporated by reference from the smaller.
[Remainder of page intentionally left blank.]
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SCHEDULE 13D
CUSIP No. 79466R 10 1 Page 6 of 6 Pages
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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.
Date: June 12, 2000
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Signature: /s/ Ralph J. Massetti
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Name/Title: Ralph J. Massetti,President/CEO
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