<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. )(1)
----
FinancialWeb.Com, Inc.
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(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
31770Y108
--------------------------------------------------------------------------------
(CUSIP Number)
Geoffrey Todd Hodges, 601 South Harbour Island Blvd., Suite 200, Tampa, FL 33602
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 14, 1998
--------------------------------------------------------------------------------
(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 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 for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 Pages)
---------------
(1) 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
<PAGE> 2
CUSIP NO. 31770Y108 13D PAGE 2 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank Musolino
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
---------------------------------------------------------------------
(5) CHECK BOX 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 623,000 shares
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 623,000 shares
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,250 shares; warrants to acquire 125,000 shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.1% plus warrants to acquire 1.4%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 3
CUSIP NO. 31770Y108 13D PAGE 3 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Frank Musolino, Jr. Irrevocable Trust, u/t/d 10/6/97
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
---------------------------------------------------------------------
(5) CHECK BOX 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 250,000 shares
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 250,000 shares
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 4
CUSIP NO. 31770Y108 13D PAGE 4 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Ashley Marie Musolino Irrevocable Trust, u/t/d 10/6/97
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF
---------------------------------------------------------------------
(5) CHECK BOX 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 250,000 shares
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 250,000 shares
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 5
CUSIP NO. 31770Y108 13D PAGE 5 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The First American Investment Banking Corporation
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
(5) CHECK BOX 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 96,250 shares; warrants to purchase 125,000 shares
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH 96,250 shares; warrant to purchase 125,000 shares
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,250 shares; warrants to purchase 125,000 shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%, plus warrants to purchase 1.4%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
BD
---------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 6
CUSIP NO. 31770Y108 13D PAGE 6 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ashley Marie Musolino
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
(5) CHECK BOX 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 None
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH None
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 7
CUSIP NO. 31770Y108 13D PAGE 7 OF 7 PAGES
--------------------- -------- --------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Frank Musolino, Jr.
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(SEE INSTRUCTIONS) (b) [ X ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
---------------------------------------------------------------------
(5) CHECK BOX 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 None
SHARES --------------------------------------------------------
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY None
EACH --------------------------------------------------------
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON WITH None
--------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
None
--------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000 shares
---------------------------------------------------------------------
(12) CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS) [ X ]
---------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
---------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
---------------------------------------------------------------------
INSTRUCTIONS FOR COVER PAGE
(1) NAMES AND I.R.S. IDENTIFICATION NUMBERS OF REPORTING PERSONS - Furnish the
full legal name of each person for whom the report is filed - i.e., each
person required to sign the schedule itself - including each member of a
group. Do not include the name of a person required to be identified in the
report but who is not a reporting person. Reporting persons that are
entities are also requested to furnish their I.R.S. identification numbers,
although disclosure of such numbers is voluntary, not mandatory (see
"SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13D" below).
(2) If any of the shares beneficially owned by a reporting person are held as
a member of a group and the membership is expressly affirmed, please check
row 2(a). If the reporting person disclaims membership in a group or
describes a relationship with other persons but does not affirm the
existence of a group, please check row 2(b) [unless it is a joint filing
pursuant to Rule 13d-1(k)(1) in which case it may not be necessary to
check row 2(b)].
(3) The 3rd row is for SEC internal use; please leave blank.
<PAGE> 8
CUSIP No. 31770Y108
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ATTACHMENT TO FORM 13D COVER SHEET
All calculations on the Form 13D cover sheets have been made on the
basis that 8,881,697 shares are presently outstanding.
ITEM 1. SECURITY AND ISSUER.
The class of security to which this Amendment to Schedule 13D relates
is common stock, $0.001 par value per share (the "Shares") of FinancialWeb.Com,
Inc., a Nevada corporation (the "Company"). The Company's principal executive
offices are located at 201 Park Place, Suite 321, Altamonte Springs, FL 33701.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Frank Musolino, The Ashley Marie
Musolino Irrevocable Trust, u/t/d 10/6/97, The Frank Musolino, Jr. Irrevocable
Trust, u/t/d 10/6/97, Frank Musolino, Jr., Ashley Marie Musolino, and The First
American Investment Banking Corporation, hereafter collectively referred to as
the "Reporting Persons."
(a)-(f). The following sets forth as to each of the Reporting Persons
his (a) name; (b) residence or business address; (c) present principal
occupation or employment and the name, principal business, and address of any
corporation or other organization in which such employment is conducted; (d)
whether or not, during the last five years, such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and,
if so, the dates, nature of conviction, name and location of court, any penalty
imposed, or other disposition of the case; (e) whether or not, during the last
five years, such person was 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 judgment, decree, or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws, and,
if so, identify and describe such proceedings and summarize the terms of such
judgment, decree, or final order; and (f) citizenship.
1. (a) Frank Musolino.
(b) 1623 Riverhills Drive
Temple Terrace, FL 33617.
(c) President, First American Holdings, Inc.
601 South Harbour Island Boulevard
Suite 200
Tampa, Florida 33602.
(d) None.
(e) None.
1
<PAGE> 9
CUSIP No. 31770Y108
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(f) United States.
2. (a) The Ashley Marie Musolino Irrevocable Trust,
u/t/d 10/6/97.
(b) 601 South Harbour Island Boulevard
Suite 200
Tampa, Florida 33602.
(c) None.
(d) None.
(e) None.
(f) United States.
3. (a) The Frank Musolino, Jr. Irrevocable Trust, u/t/d 10/6/97.
(b) 601 South Harbour Island Boulevard
Suite 200
Tampa, Florida 33602.
(c) None.
(d) None.
(e) None.
(f) United States.
4. (a) Frank Musolino, Jr.
(b) 1623 Riverhills Drive
Temple Terrace, FL 33617.
(c) None.
(d) None.
(e) None.
(f) United States.
5. (a) Ashley Marie Musolino.
(b) 1623 Riverhills Drive
Temple Terrace, FL 33617.
(c) None.
(d) None.
(e) None.
(f) United States.
6. (a) The First American Investment Banking Corporation,
a Florida corporation.
(b) 601 South Harbour Island Boulevard
Suite 200
Tampa, Florida 33602.
(c) Broker-Dealer.
(d) None.
(e) None.
2
<PAGE> 10
CUSIP No. 31770Y108
----------
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) On December 14, 1998, Frank Musolino purchased $500,000.00 of the Company's
convertible promissory notes. The notes were convertible into 1,000,000 shares
of the Company's common stock. Mr. Musolino used his personal funds to complete
the transaction.
(b) On December 21, 1999, Frank Musolino sold $125,000 of the convertible
promissory notes to The Ashley Marie Musolino Irrevocable Trust, u/t/d 10/6/97
and $125,000 of the convertible promissory notes to The Frank Musolino, Jr.
Irrevocable Trust, u/t/d 10/6/97. The sale was made in exchange for $125,000
promissory notes from each trust. Simultaneously, the Company's convertible
promissory notes were converted into common stock at a conversion price of $0.50
per share, so that Mr. Musolino received 500,000 shares upon conversion, The
Ashley Marie Musolino Irrevocable Trust, u/t/d 10/6/97 received 250,000 shares
upon conversion, and The Frank Musolino, Jr. Irrevocable Trust, u/t/d 10/6/97
received 250,000 shares upon conversion.
(c) On December 23, 1999, Mr. Musolino acquired 123,000 additional shares of the
Company's common stock, representing accrued interest on the convertible notes.
Mr. Musolino used personal funds to acquire the convertible notes, but used no
funds to acquire the shares that represent the accrued interest on the notes.
(d) On December 21, 1999, The First American Investment Banking Corporation
received warrants to purchase 125,000 shares of the Company's common stock,
exercisable at $3.00 per share. No funds were used for this transaction.
(e) On March 31, 2000, The First American Investment Banking Corporation became
entitled to receive 96,250 shares of common stock in the Company. The First
American Investment Banking Corporation has not yet received those shares. No
funds were used for this transaction.
ITEM 4. PURPOSE OF TRANSACTION. Five transactions are reported hereby.
(a) On December 14, 1998, Frank Musolino purchased $500,000.00 of the Company's
convertible promissory notes. The notes were convertible into 1,000,000 shares
of the Company's common stock. The conversion price was $0.50 per share. The
purpose of this transaction was investment and to provide financing for the
Company's working capital needs.
(b) On December 21, 1999, Frank Musolino sold $125,000 of the convertible
promissory notes to The Ashley Marie Musolino Irrevocable Trust, u/t/d 10/6/97
and $125,000 of the convertible promissory notes to The Frank Musolino, Jr.
Irrevocable Trust, u/t/d 10/6/97. The purpose of the sales was to enable the
trusts to acquire stock in the Company. Simultaneously, the Company's promissory
notes were converted into common stock at a conversion price of $0.50 per share.
The purpose of the conversion was to retain an equity investment in the Company.
(c) On December 23, 1999, Frank Musolino acquired 123,000 additional shares of
the Company's common stock, representing accrued interest on the convertible
notes. The purpose of the transaction was to continue Mr. Musolino's equity
investment in the Company.
3
<PAGE> 11
CUSIP No. 31770Y108
----------
(d) On December 21, 1999, The First American Investment Banking Corporation
received warrants to purchase 125,000 shares of the Company's common stock,
exercisable at $3.00 per share. The purpose of the issuance of the warrants was
to provide compensation to which the holder was entitled for its efforts in
procuring funding for the Company.
(e) On March 31, 2000, The First American Investment Banking Corporation became
entitled to receive 96,250 shares of common stock in the Company. The First
American Investment Banking Corporation has not yet received those shares. The
purpose of the issuance of the shares was to compensate The First American
Investment Banking Corporation for its efforts in raising equity capital for the
Company in a private placement of the Company's common stock. The private
placement closed on March 31, 2000.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 15, 2000, Frank Musolino owned 623,000 shares of the Company's
common stock, representing 7.0% of the Company's outstanding stock. As of June
15, 2000, The Ashley Marie Musolino Irrevocable Trust, u/t/d 10/6/97 owned
250,000 shares of the Company's common stock, representing 2.8% of the Company's
outstanding stock. Ashley Marie Musolino is the beneficiary of that trust, and
may be deemed the beneficial owner of 250,000 shares that the trust owns,
representing 2.8% of the Company's outstanding stock. As of June 15, 2000, The
Frank Musolino, Jr. Irrevocable Trust, u/t/d 10/6/97 owned 250,000 shares of the
Company's common stock, representing 2.8% of the Company's outstanding stock.
Frank Musolino, Jr. is the beneficiary of that trust, and may be deemed the
beneficial owner of 250,000 shares that the trust owns, representing 2.8% of the
Company's outstanding stock. As of June 15, 2000, The First American Investment
Banking Corporation beneficially owned 96,250 shares of the Company's common
stock, representing 1.1% of the Company's outstanding stock. The First American
Investment Banking Corporation also owned warrants to purchase 125,000 shares of
the Company's common stock, representing 1.4% of the Company's outstanding
stock. Frank Musolino is the parent of Frank Musolino, Jr., and may, therefore,
be deemed the beneficial owner of 250,000 shares that he beneficially owns. This
represents 2.8% of the Company's outstanding stock. Mr. Musolino, however,
disclaims any beneficial ownership of those shares. Mr. Musolino is also the
parent of Ashley Marie Musolino, and may, therefore, be deemed the beneficial
owner of 250,000 shares that she beneficially owns. This represents 2.8% of the
Company's outstanding stock. Mr. Musolino, however, disclaims any beneficial
ownership of those shares. Frank Musolino also owns, directly and indirectly,
78% of the common stock and 100% of the preferred stock of The First American
Investment Banking Corporation, and may, therefore be deemed the beneficial
owner of 96,250 shares that The First American Investment Banking Corporation
owns, representing 1.1% of the Company's outstanding stock, and 125,000 warrants
to purchase common stock that The First American Investment Banking Corporation
owns, representing 1.4% of the Company's outstanding stock. Except as noted
above, The Ashley Marie Musolino Irrevocable Trust, u/t/d 10/6/97, The Frank
Musolino, Jr. Irrevocable Trust, u/t/d 10/6/97, Ashley Marie Musolino, Frank
Musolino, Jr., and The First American Investment Banking Corporation disclaim
any beneficial ownership of securities owned by any other Reporting Person.
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(b) The responses of the Reporting Persons to items (7) through (11) of the
portions of the cover page relating to beneficial ownership of Shares are
incorporated herein by reference.
(c) None
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As noted above, The First American Investment Banking Corporation owns
warrants to purchase 125,000 shares of the Company's common stock, representing
1.4% of the Company's outstanding stock. The warrants are exercisable at a price
of $3.00 per share. If the warrants are exercised, The First American Investment
Banking Corporation would use its working capital to complete the transaction.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Promissory Note from The Ashley Marie Musolino Irrevocable Trust, u/t/d
10/6/97 to Frank Musolino.
(b) Promissory Note from The Frank Musolino, Jr. Irrevocable Trust, u/t/d
10/6/97 to Frank Musolino.
(c) Common Stock Warrants issued by the Company to The First American
Investment Banking Corporation.
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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 16, 2000 /s/ FRANK MUSOLINO
------------------ ------------------------
FRANK MUSOLINO
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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.
THE FRANK MUSOLINO, JR. IRREVOCABLE
TRUST, u/t/d 10/6/97
Date: June 16, 2000 By: /s/ GEOFFREY TODD HODGES
------------------ ---------------------------------
Geoffrey Todd Hodges, Trustee
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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.
THE ASHLEY MARIE MUSOLINO
IRREVOCABLE TRUST, u/t/d 10/6/97
Date: June 16, 2000 By: /s/ GEOFFREY TODD HODGES
-------------------- ---------------------------------
Geoffrey Todd Hodges, Trustee
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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.
THE FIRST AMERICAN INVESTMENT
BANKING CORPORATION, a Florida
corporation
Date: June 16, 2000 By: /s/ GEOFFREY TODD HODGES
----------------------- ------------------------------------
Geoffrey Todd Hodges, Vice President
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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 15, 2000 /s/ FRANK MUSOLINO, JR.
------------------ --------------------------------
FRANK MUSOLINO, JR.
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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 16, 2000 /s/ FRANK MUSOLINO
--------------------- --------------------------------------
FRANK MUSOLINO, as Natural Guardian of
Ashley Marie Musolino
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