SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )1
INFOCAST CORPORATION
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(Name of issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of class of securities)
45664S 10 0
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(CUSIP number)
JEFFREY S. SPINDLER, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 Park Avenue
New York, New York 10022
(212) 753-7200
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(Name, address and telephone number of person
authorized to receive notices and communications)
December 10, 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(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)
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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 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. 45664S 10 0 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
TREETOP CAPITAL INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
British Virgin Islands
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,955,000
OWNED BY
EACH
REPORTING -----------------------------------------------------------------
PERSON WITH
8 SHARED VOTING POWER
-0-
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9 SOLE DISPOSITIVE POWER
8,955,000
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
8,955,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.44%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 45664S 10 0 13D Page 3 of 7 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
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This statement relates to shares (the "Shares") of the common
stock, $.001 par value per share ("Common Stock"), of InfoCast Corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 1
Richmond Street West, Suite 902, Toronto, Canada M5H 3W4.
Item 2. Identity and Background.
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(a) This Statement is filed by Treetop Capital, Inc., a
British Virgin Islands corporation ("Reporting Person").
(b) The principal business address of the Reporting Person is
c/o Griffis International, 1 Richmond Street West, Suite 901, Toronto, Canada
M5H 3W4.
(c) The principal business of the Reporting Person is
investing in the securities of private and public companies.
(d) The Reporting Person has not, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Person has not, during the last five years,
been 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.
(f) The Reporting Person is a British Virgin Islands
corporation.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the 8,955,000 Shares of Common
Stock owned by the Reporting Person is $8,955,000. The Reporting Person acquired
the Shares with corporate funds.
Item 4. Purpose of Transaction.
On January 21, 1999, the Reporting Person purchased 9,000,000
shares of Common Stock pursuant to a Stock Purchase Agreement (the "Purchase
Agreement") dated as of January 21, 1999.
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CUSIP No. 45664S 10 0 13D Page 4 of 7 Pages
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The Reporting Person purchased the Shares of Common Stock
based upon the Reporting Person's belief that the Shares are selling at a
discount from their intrinsic value, based upon, among other things, the
Issuer's business and the growth of its field.
On May 10, 2000, the Reporting Person distributed 45,000
shares to certain of its shareholders in exchange for their shares held in the
Reporting Person.
The Reporting Person does not have any present plan or
proposal which would relate to or result in any of the matters set forth in
subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or
such as would occur upon completion of any of the actions discussed above. The
Reporting Person intends to review its investment in the Issuer on a continuing
basis and, depending on various factors including, without limitation, the price
levels of the Common Stock, conditions in the securities markets and general
economic and industry conditions, may in the future take such actions with
respect to its investment in the Issuer as it deems appropriate including,
without limitation, purchasing additional Shares of Common Stock or selling some
or all of its Shares or to change its intention with respect to any and all
matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of Shares of Common Stock
reported owned by the Reporting Person is based upon 24,571,336 Shares
outstanding, which is the total number of Shares of Common Stock outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000.
As of the close of business on August 24, 2000, the Reporting
Person owns 8,955,000 Shares of Common Stock, constituting approximately 36.44%
of the Shares outstanding. All of such Shares were acquired pursuant to the
Purchase Agreement.
(b) The Reporting Person has the sole power to vote and
dispose of the 8,955,000 Shares.
(c) Schedule A annexed hereto lists all transactions in the
Issuer's Common Stock in the last sixty days by the Reporting Persons.
(d) No person other than the Reporting Person is known to have
the right to receive, or the power to direct the receipt of dividends from, or
proceeds from the sale of, such Shares of the Common Stock.
(e) Not applicable.
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CUSIP No. 45664S 10 0 13D Page 5 of 7 Pages
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Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Other than as described herein, there are no contracts,
arrangements or understandings between the Reporting Person and any other Person
with respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
None
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CUSIP No. 45664S 10 0 13D Page 6 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: September 14, 2000 TREETOP CAPITAL, INC.
By: /s/ Ernesto Crespo
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Name: Ernesto Crespo
Title: Director
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CUSIP No. 45664S 10 0 13D Page 7 of 7 Pages
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SCHEDULE A
Transactions in the Shares Within the Past 60 Days
None
