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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PCSupport.com, Inc.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
69325X 10 0
(CUSIP Number)
January 11, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
/ / Rule 13d-1(b)
/ x / Rule 13d-1(c)
/ / Rule 13d-1(d)
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).
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SCHEDULE 13G
CUSIP No. 69325X 10 0
1 NAME OF REPORTING PERSON
CGTF, LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
77-0525868
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
590,000/1/ (See Item 4)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
590,000/1/ (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,000/1/ (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON*
OO
/1/ Includes 240,000 shares of Common Stock that CGTF, LLC has the right to
acquire upon exercise of currently exercisable warrants held by CGTF, LLC.
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SCHEDULE 13G
CUSIP No. 69325X 10 0
1 NAME OF REPORTING PERSON
Hundred Acre Dreams, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
77-0525774
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
590,000/2/ (See Item 4)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
590,000/2/ (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,000/2/ (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON*
CO
/2/ Includes 240,000 shares of Common Stock that CGTF, LLC, has the right to
acquire upon exercise of currently exercisable warrants held by CGTF, LLC.
Hundred Acre Dreams, Inc. may be deemed to be a beneficial owner of these shares
by reason of its position as managing member of CGTF, LLC. (See Item 4)
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SCHEDULE 13G
CUSIP No. 69325X 10 0
1 NAME OF REPORTING PERSON
Antoinette Graves
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /X/
(b) / /
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5 SOLE VOTING POWER
0
6 SHARED VOTING POWER
590,000/3/ (See Item 4)
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
590,000/3/ (See Item 4)
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
590,000/3/ (See Item 4)
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/ /
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.9%
12 TYPE OF REPORTING PERSON*
IN
/3/ Includes 240,000 shares of Common Stock that CGTF, LLC, has the right to
acquire upon exercise of currently exercisable warrants held by CGTF, LLC. Ms.
Graves may be deemed to be a beneficial owner of these shares by reason of her
position as president of Hundred Acre Dreams, Inc., the managing member of CGTF,
LLC. (See Item 4)
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SCHEDULE 13G
This Statement on Schedule 13G relates to shares of common stock, par value
$.001 per share (the "Common Stock"), of PCSupport.com, Inc., a Nevada
corporation (the "Issuer").
ITEM 1
(a) Name of Issuer: PCSupport.com, Inc.
(b) Address of Issuer's Principal Executive Offices:
Suite 280, 4400 Dominion Street
Burnaby, British Columbia, Canada V5G 4G3
ITEM 2
(a) - (c) The persons filing this statement (each, a "Reporting Person") are:
(i) CGTF, LLC, a California limited liability company, (ii) Hundred
Acre Dreams, Inc., a California corporation and the managing member
of CGTF, LLC, and (iii) Antoinette Graves, a United States citizen
and the president of Hundred Acre Dreams, Inc. Each Reporting Person
has an office at 200 North Westlake Blvd., Suite 205, Westlake
Village, California 91362.
(d) Title of Class of Securities: Common Stock, par value $.001 per
share
(e) CUSIP Number: 69325X 10 0
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), check whether the person filing is a:
(a) / / Broker or Dealer registered under Section 15 of the
Act
(b) / / Bank as defined in section 3(a)(6) of the Act
(c) / / Insurance company as defined in Section 3(a)(19) of
the Act
(d) / / Investment company registered under Section 8 of the
Investment Company Act of 1940
(e) / / Investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E)
(f) / / An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F)
(g) / / A parent holding company or control person in accordance
with Rule 13d-1(b)(ii)(G)
(h) / / A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act
(i) / / A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940
(j) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
ITEM 4 Ownership
CGTF, LLC currently owns 590,000 shares of Common Stock (including for this
purpose 240,000 shares of Common Stock which CGTF, LLC has the right to acquire
upon exercise of currently exercisable warrants). This represents 8.9% of the
6,665,569 shares of Common Stock deemed to be outstanding, which includes (a)
the 6,425,569 shares of Common Stock stated to be outstanding as of January 11,
2000 by the Issuer in the Issuer's Amendment No. 2 to its Form 10-SB filed with
the Securities and Exchange Commission on January 12, 2000 and (b) the 240,000
shares of Common Stock underlying the warrants described above.
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Hundred Acre Dreams, Inc. is the managing member of CGTF, LLC, and as such
has the power to vote or direct the vote, and to dispose or direct the
disposition of, the shares of Common Stock owned by CGTF, LLC. Therefore,
Hundred Acre Dreams, Inc., may be deemed to be a beneficial owner of these
shares under Rule 13d-3.
Antoinette Graves is the president of Hundred Acre Dreams, Inc, and as such
has the power to vote or direct the vote, and to dispose or direct the
disposition of, the shares of Common Stock owned by CGTF, LLC. Therefore, Ms.
Graves may also be deemed to be a beneficial owner of these shares under Rule
13d-3.
ITEM 5 Ownership of Five Percent or Less of a Class
NOT APPLICABLE
ITEM 6 Ownership of More than Five Percent on Behalf of Another
Person
NOT APPLICABLE
ITEM 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
NOT APPLICABLE
ITEM 8 Identification and Classification of Members of the Group
NOT APPLICABLE
ITEM 9 Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10 Certification
By signing below each of the undersigned certifies that, to the best of
his/her/its knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Exhibits
- --------
Exhibit 1 Joint filing Agreement dated January 20, 2000 by and
among CGTF, LLC, Hundred Acre Dreams, Inc., and Antoinette
Graves.
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13G is true, complete and correct.
Dated: January 20, 2000
CGTF, LLC
By: HUNDRED ACRE DREAMS, INC.,
its Managing Member
By: /s/ ANTOINETTE GRAVES
---------------------------------
ANTOINETTE GRAVES
President
HUNDRED ACRE DREAMS, INC.
By: /s/ ANTOINETTE GRAVES
---------------------------------
ANTOINETTE GRAVES
President
/s/ ANTOINETTE GRAVES
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ANTOINETTE GRAVES
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Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock, par value $.001 per share of PCSupport.com, Inc.,
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filings.
The undersigned further agree that each party hereto is responsible for
timely filing of such statement on Schedule 13G and any amendments thereto, and
for the completeness and accuracy of the information concerning such party
contained therein; provided, however, that no party is responsible for the
completeness or accuracy of the information concerning any other party, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
January 20, 2000.
CGTF, LLC
By: HUNDRED ACRE DREAMS, INC.,
its Managing Member
By: /s/ ANTOINETTE GRAVES
---------------------------------
ANTOINETTE GRAVES
President
HUNDRED ACRE DREAMS, INC.
By: /s/ ANTOINETTE GRAVES
---------------------------------
ANTOINETTE GRAVES
President
/s/ ANTOINETTE GRAVES
------------------------------------
ANTOINETTE GRAVES
