<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
Constellation 3D, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
210379 10 3
--------------------------------------------------------------------------------
(CUSIP NUMBER)
Eugene Levich
230 Park Avenue, Suite 453
New York, New York 10169
212-983-1107
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 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 ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-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 ss. 240.13d-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).
<PAGE>
CUSIP No. 210379 10 3
-----------
1. NAME OF REPORTING PERSON
Constellation 3D Trust LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States
NUMBER OF 7. SOLE VOTING POWER
SHARES 500,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 500,000
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.16%
14. TYPE OF REPORTING PERSON
OO
Item 1. Security and Issuer.
This statement relates to shares of common stock, $0.001 par value, of
Constellation 3D, Inc., whose principal offices are located at 230 Park Avenue,
Suite 453, New York, New York 10169.
Item 2. Identity and Background.
Constellation 3D Trust LLC is a Delaware limited liability company,
whose principal place of business is located at 230 Park Avenue, Suite 453, New
York, NY 10169.
(d.) Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e.) Reporting Person has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, nor, as a result of such
proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
maintaining activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The 500,000 shares constitute a capital contribution to the Reporting
Person, which is a wholly owned subsidiary of the Issuer.
Item 4. Purpose of Transaction.
On September 15, 2000, the Reporting Person cancelled 10,000,000 shares
of the 10,500,000 shares of the Issuer's common stock beneficially owned by the
Reporting Person.
The Reporting Person intends to use the remaining 500,000 shares to
raise debt or equity capital and contribute the proceeds thereof to the Issuer,
which proceeds shall be used for general corporate purposes.
Except as noted above, the Reporting Person has no plans or proposals
which relate to or would result in:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any
of its subsidiaries;
c. A sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
d. Any change in the present board of directors or management of
the issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
e. Any material change in the present capitalization or dividend
policy of the issuer;
f. Any other material change in the issuer's business or
corporate structure, including but not limited to, if the
issuer is a registered closed-end investment company, any
plans or proposals to make any changes in its investment
policy for which a vote is required by Section 13 of the
Investment Company Act of 1940;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
h. Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
i. A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Beneficial Ownership
Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this statement are
incorporated herein by reference.
The Reporting Person is the beneficial owner of 500,000 shares of
common stock. As of September 29, 2000, this represents beneficial ownership of
approximately 1.16% of the Issuer's common stock.
<PAGE>
(b) Voting and Dispositive Powers
Responses to 7, 8, 9, 10, 11, 12 and 13 of this statement, which appear
above, are incorporated herein by reference.
Constellation 3D Trust LLC has sole voting and dispositive power with
respect to the shares of common stock beneficially owned by it.
(c) Transactions in Securities of the Company During the Past
Sixty Days
Other than as set forth herein, the Reporting Person has not made any
purchase or sales of securities of the Company during the sixty (60) days
preceding the date of this amended Schedule 13D.
(d) Dividends and Proceeds
Other than the Reporting Person, no person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the common stock beneficially owned by the Reporting Person.
(e) Date Reporting Person Ceased to be Beneficial Owner of More
than 5% of the Company's Stock
September 15, 2000.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURES
After reasonable inquiry and to the best of the Reporting Person's
knowledge and belief, the Reporting Person certifies that the information set
forth in this statement is true, complete and correct.
Dated: October 3, 2000 CONSTELLATION 3D TRUST LLC
By: /s/ Eugene Levich
-------------------
Name: Eugene Levich
Title: Manager
