<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __ )
Cybersentry, Inc.
( Name of Issuer )
Common Shares
( Title and Class of Securities )
23252H 10 9
( Cusip Number )
Francis Conklin
Sinclair Advisors, Ltd.
97 Church Road
Easton, CT 06612
( 203 ) 452-8164
( Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications )
November 27, 1999
( 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 13D, and is filing this schedule
because of Rule 13d-1 ( 3 ) or ( 4 ), check the following box / / .
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 and 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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Schedule 13 D
CUSIP No. 23252H 10 9
1 NAME OF REPORTING PERSON
Sinclair Partners, Limited Partnership
( EIN ) 06 - 1542062
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP*
( a ) / /
( b ) /x /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO TO ITEMS 2 ( d ) OR 2 ( e ) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
97 Church Road, Easton, CT 06612
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0 see Shareholders Agreement in Issuer's 10 G
8 SOLE VOTING POWER
0 see Shareholders Agreement in Issuer's 10 G
9 SOLE DISPOSITIVE POWER
0
10 SOLE DISPOSITIVE POWER
100
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED IN ROW 11
0
14 TYPE OF REPORTING *
PN
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, 0.001 par value ( the
"shares" ) of Cybersentry, Inc. ( the "Issuer" ). The address of the principal
executive offices of the Issuer is 410 East Madison Street, Tampa, FL 33602.
Item 2. Identity and Background
The person filing this statement is Francis Conklin, who is President of
Sinclair Advisors, Ltd., which functions as the General Partner for Sinclair
Partners, Limited Partnership ( the "Registrant" ). These organizations are
organized under the laws of the State of Connecticut. The principal business
address and the address of the principal office of the Registrant is 97 Church
Road, Easton, CT 06612.
Registrant's principal occupation is acting as a consultant with Sinclair
Advisors, Ltd.
The Registrant has not, during the past five years, ( a ) been convicted in a
criminal proceeding ( excluding traffic violations or similar misdemeanors ), or
( b ) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgement, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, Federal or State securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration NA
Item 4. Purpose of Transaction NA
Item 5. Interest in Securities of the Issuer
( a ) As of the close of business on November 10, 1999, the Registrant may be
deemed to beneficially own, in the aggregate, 0 Shares of the Issuer's
outstanding Shares.
( b ) Sinclair Advisors, Ltd. has no voting power and sole dispositive power
with regard to 185,000 Shares.
( c ) The following sets forth all transactions with respect to Shares
effected during the past sixty ( 60 ) days by the Registrant, i.e., there were
fifteen ( 15 ) private transactions whereby securities were exchanged for other
securities, performance guarantees and settlements, as follows:
<TABLE>
<CAPTION>
Person Covered Who Effected Date No. of Shares
- ------------------------------ --------------------- -------- -------------
<S> <C> <C> <C>
Chinon Investments Sinclair Partners, LP 11/10/99 2,000,000
Dennis Bartlett Sinclair Partners, LP 11/02/99 275,000
Carbonek Financial
Services, Inc. Sinclair Partners, LP 11/02/99 125,000
Cybersentry Employee
Stock Purchase Plan Sinclair Partners, LP 11/02/99 240,000
Cybersoft Sinclair Partners, LP 11/02/99 200,000
Joseph Gagliardi Sinclair Partners, LP 11/02/99 250,000
Chris Kaisand Sinclair Partners, LP 11/02/99 250,000
Frank Leo Sinclair Partners, LP 11/02/99 275,000
John Morrell Sinclair Partners, LP 11/02/99 250,000
Bernard Perini Sinclair Partners, LP 11/02/99 150,000
Pia Riverso as
Attorney in Trust Sinclair Partners, LP 11/02/99 200,000
Sinclair Advisors Sinclair Partners, LP 11/02/99 185,000
Wager Family Limited
Partnership Sinclair Partners, LP 11/02/99 100,000
Daniel Loia Sinclair Partners, LP 10/01/99 1,000,000
Phrygia Financial Group Sinclair Partners, LP 10/01/99 500,000
---------
6,000,000
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to Securities of the Issuer
Refer to the Shareholders Agreement denoted in the Issuer's most recent 10G.
Item 7. Material to be Filed as Exhibits
Exhibit 1. Dissolution of Limited Partnership, Sinclair Partners,
Limited Partnership, dated November 27, 1999.
Exhibit 2. Refer to Shareholders Agreement in Item 6 above.
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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: December 30, 1999
/s/ Francis Conklin
[Signature page of Schedule 13D with respect to Sinclair Partners, Limited
Partnership]
<PAGE>
Exhibit 1
Dissolution of Limited Partnership
This Indenture made the 27th day of November nineteen hundred ninety nine.
Pursuant to the Agreement of Limited Partnerships, for this entity, the
General Partner, undersaid, has the right to elect to terminate and does hereby
exercise that right. In addition the Limited Partners ratifying consent and do
not oppose that election.
The undersigned general partner and the limited partners of Sinclair Partners,
Limited Partnership represent that they are the only members of the limited
partnership entitled "Sinclair Partners, Limited Partnership" was formed on
3/24/99. The Limited Partnership has an address at c/o Francis Conklin, 97
Church Road, Easton, CT 06612.
It is hereby represented and warranted that the only members of the
partnership are as follows:
General Partner Sinclair Advisors, Ltd. ( Francis Conklin, President )
Limited Partner Patriot Advisors Incorporated ( Frank Kristan, President )
Limited Partner Templar Corporation ( Frank Kristan, President )
It is hereby affirmed that the above named partners are the only partners and
that there are no other members or assignees of a partnership interest in whole
or in part. Interests of the above mentioned partners have not been sold,
transferred or assigned to any additional parties.
It is hereby affirmed that after exercising due diligence, it has been
determined that all partners are already in possession of all the Limited
Partnership's assets and that no other further distributions are expected.
Now in Consideration of One Dollar and other good and valuable consideration
each to the other in hand paid, receipt of which is acknowledged by all parties,
the parties hereby do terminate and dissolve said Limited Partnership and each
of the parties hereto hereby realeases the other of and from any ad all
obligations growing out of the said limited partnership.
It is hereby affirmed that all partners, general and limited, release and
indemnify each other, as well as the firm of Wolfson, Farkas & Garvey, PC and
Jeffrey Farkas, Esq. Individually, from any claims whatsoever arising out of
this partnership. An investigation has been conducted and all partners are
thoroughly satisfied with the findings.
If it is hereby affirmed that all partners, general and limited, consent to
take all steps necessary in the dissolution of Sinclair Partners, Limited
Partnership.
The partners, general and limited, have read, understood and affirm the above:
Sinclair Advisors, Ltd., General Partner Affix Corporate Seal Here
By: ____________________________
Francis Conklin, President
Date: 11/27/99
Templar Corporation Affix Corporate Seal Here
By: ____________________________
Frank Kristan, President
Date: 11/27/99
Patriot Advisors Incorporated Affix Corporate Seal Here
By: ____________________________
Frank Kristan, President
Date: 11/27/99
