SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
2THEMART.COM, INC.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
89151P 10 4
(CUSIP Number)
Richard Cutler, Esq.
Cutler Law Group
610 Newport Center Drive, Suite 800, Newport Beach, CA 92660 (949) 719-1977
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
February 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 which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f)
or 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 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 875494 10 6
1. NAME OF REPORTING PERSONS - I.R.S. IDENTIFICATION NUMBERS OF
ABOVE PERSONS (entities only):
DFM Holdings Ltd. - IRS # 88-0402919
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
_________A
_________B
3. SEC USE ONLY:
4. SOURCE OF FUNDS: SC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e): [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
DFM Holdiings, Ltd., is a Nevada Limited Partnership.
7. SOLE VOTING POWER 3,545,000
8. SHARED VOTING POWER 0
9. SOLE DISPOSITIVE POWER 3,545,000
10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON: 3,545,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.50%
14. TYPE OF REPORTING PERSON PN
<PAGE>
ITEM 1. Security and Issuer.
9
Common Stock, $0.0001 par value, of 2TheMart.com, Inc.
18301 Von Karman Avenue, 7th Floor
Irvine, CA 92612
ITEM 2. Identity and Background.
This statement is filed on behalf of:
1. (a) Name: Dominic J. Magliarditi, General
Partner, DFM Holdings, Ltd.
(b) Business Address: 18301 Von Karman Avenue, 7th Flr.
Irvine, CA 92612
(c) Principal Occupation: Dominic J. Magliarditi is the
General Partner of DFM
Holdings, Ltd. and is currently
the President, Chief Operating
Officer, Secretary, Chief
Financial Officer, and a
Director of the Issuer.
(d) During the last five years, Mr. Magliarditi
has not been convicted in a criminal proceeding.
(e) During the last five years, Mr. Magliarditi
has not been a party to a civil proceeding
of a judicial or administrative body of competent
jurisdiction and as a result of such
proceeding been subject to a judgment,
decree or final order enjoining future
violations of, or prohibiting or
mandating activities subject to, federal
or state securities law or finding any
violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. Source and Amount of Funds or Other Consideration.
DFM Holdings, Ltd., acquired 8,500,000 of the shares as
part of the Issuerer's acquisition of 2TheMart.com, Inc.,
a Nevada corporation. On February 15, 2000, DFM Holdings,
Ltd., transferred 2,000,000 shares to PZ Holdings Ltd. in
exchange for forgiveness of an outstanding debt.
Previously, DFM Holdings, Ltd. had contributed
2,900,000 shares back to the issuer, and had transferred an
an aggregate of 55,000 shares to certain individuals as
previously reported on Form 4 filed on 12/13/99.
ITEM 4. Purpose of Transaction.
See Item 3. No additional acquisitions or
dispositions of shares are contemplated.
ITEM 5. Interest in Securities of the Issuer
Of the 30,833,194 shares of Common Stock
outstanding, DFM Holdings, Ltd. has sole voting and
dispositive power over 3,545,000 shares or 11.50%
of the total shares.
ITEM 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
None
ITEM 7. Materials to be Filed as Exhibits.
None.
<PAGE>
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: February 16, 2000
/s/Dominic J. Magliarditi
DFM Holdings Ltd.
By: Dominic J. Magliarditi
Its: General Partner
