UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COSMOZ.COM, INC.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
221469 10 9
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(CUSIP Number)
Tupelo Investment Co., Ltd.
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 10, 2000
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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(b)(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 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).
SCHEDULE 13D
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CUSIP NO. 221469 10 9
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(1) NAMES OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
Tupelo Investment Co., Ltd.
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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*
WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
NOT APPLICABLE
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Turk and Caicos Islands
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(7) SOLE VOTING POWER
5,780,303
NUMBER OF -----------------------------------------------------
SHARES (8) SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY -----------------------------------------------------
EACH (9) SOLE DISPOSITIVE POWER
REPORTING 5,780,303
PERSON -----------------------------------------------------
WITH (10) SHARED DISPOSITIVE POWER
-0-
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,780,303
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
NOT APPLICABLE
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.98%
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(14) TYPE OF REPORTING PERSON*
PN
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ITEM 1. SECURITY AND ISSUER.
Common Stock, $0.001 par value, of Cosmoz.com, Inc.
Cosmoz.com, Inc.
1515 S. El Camino Real, Suite 100
San Mateo, California 94402
ITEM 2. IDENTITY AND BACKGROUND.
(a) Tupelo Investment Co., Ltd.
(b) P.O. Box 107, Oceanic House, Grand Turk, Turk & Caicos Islands.
(c) Venture Capital Funding.
(d) No.
(e) No.
(f) Turk and Caicos Islands.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Prior to May 10, 2000, the Acquisitor was the owner of 2,750,000 shares of
Cosmoz.com, Inc.'s common stock.
The aggregate purchase price of the 3,030,303 Shares of Common Stock acquired by
Acquisitor is $1,000,000.00. The price per share was $0.33. The source of the
funds was Acquisitor's working capital.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the reporting person in acquiring the securities of the issuer is
for investment. The reporting person has no plans or proposals which would
relate to or result in:
(a) The acquisition by any person of additional securities of the issuer, or the
disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
issuer;
(f) Any other material change in the issuer's business or corporate structure,
including but not limited to, if the issuer is a registered closed-end
investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding thereto
or other actions which may impede the acquisition of control of the issuer by
any person;
(h) Causing a class of securities of the issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Aggregate Number of Shares Beneficially Owned
5,780,303 Shares /8.98%
(b) Sole Power to Vote - 5,780,303
Shared Power to Vote - -0-
Sole Dispositive Power - 5,780,303
Shared Dispositive Power - -0-
(c) NOT APPLICABLE
(d) NOT APPLICABLE
(e) NOT APPLICABLE
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF ISSUER.
Neither Tupelo nor its officer or directors have contracts w/ respect to the
securities
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Subscription Agreement with respect to the Securities is hereby attached as
Exhibit A.
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: May 31, 2000
/s/Grace Pattugalan
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Grace Pattugalan
Authorized Representative
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**EXHIBIT A; SUBSCRIPTION AGREEMENT**
COSMOZ.COM, INC.
a Delaware corporation
SUBSCRIPTION AGREEMENT
Cosmoz.com, Inc.
1515 S. El Camino Real
San Mateo, California 94402
Attn: Michael Spadaccini, General Counsel
Gentlemen:
1. Application. The undersigned, intending to be legally bound, hereby
subscribes for Three Million, Thirty Thousand, Three Hundred and Three
(3,030,303) shares (the "Shares") of the Common Stock of Cosmoz.com, Inc., a
Delaware corporation (the "Company") at a purchase price of $0.33 per share, for
an aggregate consideration of One Million Dollars ($1,000,000.00). The
undersigned understands that this subscription may be accepted or rejected in
whole or in part by the Company in its sole discretion and that this
subscription is and shall be irrevocable unless the Company for any reason
rejects this subscription. This subscription is submitted to you in accordance
with and subject to the terms and conditions described in this Subscription
Agreement.
2. Wire Transfer of Funds and Payment.
(a) Payment for the Shares shall be made by wire or deposited by certified check
into the following account:
Account #101-023282-110/Cosmoz.com. Investment
Citibank, NY
ABA #021-000089
Dean Witter Reynolds
40611172
(b) Payment shall be made as follows: The undersigned shall pay to the Company
the sum of $200,000.00 no later than May 30, 2000, and shall make four
additional payments of $200,000.00 each to the Company no later than the dates
of June 30, 2000, July 30, 2000, August 30, 2000, and September 30, 2000,
respectively, for an aggregate consideration of $1,000.000.00.
3. Representations and Warranties. The undersigned represents and warrants as
follows:
(a) No oral representations have been made or oral information furnished to the
undersigned in connection with the purchase of the Shares; all documents,
records and books pertaining to the investment in the Shares have been made
available for inspection by the undersigned, his attorney, accountant,
purchaser, representative and tax advisor, and the undersigned and/or his
advisors have had a reasonable opportunity to ask questions of and receive
answers from the Company concerning the Shares.
(b) The undersigned is able to bear the economic risks of an investment in the
Shares for an indefinite period and at the present time could afford the loss of
such investment.
(c) The undersigned understands that an investment in the Shares involves
certain risks, including loss of the entire amount of such investment, and has
the knowledge and experience in financial and business matters generally such
that the undersigned is capable of evaluating the merits and risks of an
investment in the Shares. Further, the undersigned has carefully considered and
has taken full cognizance of, and understands all of, the risks related to the
purchase of the Shares.
(d) The undersigned understands and acknowledges that the Shares have not been
registered for sale under the Securities Act of 1933, as amended, and under
certain state securities laws in reliance upon exemptions therefrom for
non-public offerings, that they may not be sold or transferred unless the sale
or transfer is subsequently registered or an exemption from such registration is
available, that there will be no public market available to sell or dispose of
the Shares, and that the Company shall and must refuse to transfer the Shares if
the undersigned's sale is not made in compliance with the provisions of
Regulation S and the applicable U.S. federal and state securities laws.
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(e) The Shares are being purchased solely for the undersigned's account, for
investment purposes only and not with a view to the distribution, assignment or
resale thereof and no other person has a direct or indirect beneficial interest
in such Shares.
(f) The undersigned, if a corporation, partnership, trust or other entity, is
authorized and otherwise duly qualified to purchase and hold the Shares and to
enter into this Subscription Agreement, and such entity has not been formed for
the specific purpose of acquiring the Shares, unless all of its equity owners
qualify as accredited investors under one or more of the standards set forth
below.
(g) The undersigned: (i) has a pre-existing business relationship with the
Company and (ii) by reason of the undersigned's business or financial experience
or the business or financial experience of the undersigned's professional
advisors who are unaffiliated with, and who are not compensated by, the Company
or any affiliate thereof, directly or indirectly, can be reasonably assumed to
have the capacity to protect the undersigned's interests in connection with the
investment in the Shares.
(h) The undersigned is a "non-U.S. person" as that term is defined in the
Securities Act of 1933 and does not meets the definition of any one of the
following
(i) Any natural person resident in the United States.
(ii) Any partnership or corporation organized or incorporated under
the laws of the United States;
(iii) Any estate of which any executor or administrator is a U.S.
person;
(iv) Any trust of which any trustee is a U.S. person;
(v) Any agency or branch of a foreign entity located in the United
States;
(vi) Any non-discretionary account or similar account (other than an
estate or trust) held by a dealer or other fiduciary organized,
incorporated, or (if an individual) resident in the United
States; and
(vii) Any partnership or corporation if: (A) organized or incorporated
under the laws of any foreign jurisdiction; and (B) formed by a
U.S. person principally for the purpose of investing in
securities not registered under the Act, unless it is organized
or incorporated, and owned, by accredited investors (as defined
in Rule 501(a)) who are not natural persons, estates or trusts.
(i) The undersigned is an "Accredited Investor" as that term is defined under
the Act or is a distributor or sales representative of the Company's products or
is affiliated with a distributor or sales representative. The undersigned is an
investor satisfying any one of the following:
(ii) The undersigned has (along with a spouse) a net worth which exceeds
$1,000,000 at the time of the purchase.
(iii) The undersigned has had an individual income in excess of $200,000 in 1998
and 1999 (or joint income with a spouse which exceeds $300,000) and have a
reasonable expectation of reaching the same income level (or joint income level)
in 2000.
(iv) The undersigned is a bank or savings and loan association acting in its
individual or fiduciary capacity, any broker-dealer, any insurance company,
investment company, business development company, small business investment
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company or employee benefit plan (a) if the investment decision is made by a
fiduciary which is a bank, savings and loan association, insurance company or
registered investment advisor or (b) if the plan has total assets in excess of
$500,000,000 or (c) if a self-directed plan, the investment decisions are made
solely by persons that are accredited investors;
(j) The undersigned has read and understands this Agreement, understands the
contents of each document and has been advised to and has had an opportunity to
consult with the undersigned's legal, tax and business advisors.
(k) The undersigned has all requisite power, authority and capacity to acquire
and hold the Shares and to execute, deliver and comply with the terms of each of
the instruments required to be executed and delivered by the undersigned in
connection with subscription for Shares as contemplated by the Agreement, and
such execution, delivery and compliance does not conflict with, or constitute a
default under any instruments governing the undersigned, any law, regulation or
order, or any agreement to which the undersigned is a party or by which the
undersigned may be bound.
(l) The undersigned is unaware of and is in no way relying on, any form of
general solicitation or general advertising in connection with the sale or offer
of the Shares.
(m) The undersigned acknowledges that the certificates representing the shares
of Common Stock underlying the Shares shall be stamped or otherwise imprinted
with a legend substantially in the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND ARE BEING
OFFERED AND SOLD ONLY PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED
STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT. THESE
SECURITIES MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS TWO (2) YEARS AFTER
THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE
COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE
UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT, OR
(D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY OFFER, SALE
OR TRANSFER PURSUANT TO CLAUSE (C) OR (D) TO REQUIRE THE DELIVERY OF AN OPINION
OF COUNSEL, CERTIFICATES AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO THE
COMPANY. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF FURTHER AGREES NOT
TO ENGAGE IN HEDGING TRANSACTIONS INVOLVING THESE SECURITIES UNLESS SUCH
TRANSACTIONS MEET THE REQUIREMENTS AND COMPLY WITH THE SECURITIES ACT.
4. Indemnification. The undersigned agrees to indemnify and hold harmless, the
Company, and its agents, representatives and employees from and against all
liability, damage, loss, cost and expense (including reasonable attorneys' fees)
which they may incur by reason of the failure of the undersigned to fulfill any
of the terms or conditions of this Subscription Agreement, or by reason of any
inaccuracy or omission in the information furnished by the undersigned herein or
any breach of the representations and warranties made by the undersigned herein,
or in any document provided by the undersigned to the Company.
5. Registration Rights. (a) In addition to any other registration rights of the
undersigned, if the Shares are not registered for resale at the time the Company
proposes to register (including for this purpose a registration effected by the
Company for stockholders other than the undersigned) any of its Common Stock
under the Act (other than a registration relating solely for the sale of
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securities to participants in a Company stock plan or a registration on Form S-4
promulgated under the Act or any successor or similar form registering stock
issuable upon a reclassification, upon a business combination involving an
exchange of securities or upon an exchange offer for securities of the issuer or
another entity) (a "Piggyback Registration Statement"), the Company shall cause
to be included in such Piggyback Registration Statement ("Piggyback
Registration") all of the Shares (the "Registrable Securities") to the extent
such inclusion does not violate the registration rights of any other
securityholder of the Company granted prior to the date hereof. Nothing herein
shall prevent the Company from withdrawing or abandoning the Piggyback
Registration Statement prior to its effectiveness.
(b) Limitation on Obligations to Register under a Piggyback Registration. In the
case of a Piggyback Registration pursuant to an underwritten public offering by
the Company, if the managing underwriter determines and advises in writing that
the inclusion in the registration statement of all Registrable Securities
proposed to be included would interfere with the successful marketing of the
securities proposed to be registered by the Company, then the Company's
obligation to include any or all of the Registrable Securities in such Piggyback
Registration Statement shall be so limited. If required by the managing
underwriter of such an underwritten public offering, the Undersigned shall enter
into a reasonable agreement limiting the number of Registrable Securities to be
included in such Piggyback Registration Statement and the terms, if any,
regarding the future sale of such Registrable Securities.
6. Miscellaneous.
(a) This Subscription Agreement shall survive the death or disability of the
undersigned and shall be binding upon the undersigned's heirs, executors,
administrators, successors and permitted assigns.
(b) This Subscription Agreement has been duly and validly authorized, executed
and delivered by the undersigned and constitutes the valid, binding and
enforceable agreement of the undersigned. If this Subscription Agreement is
being completed on behalf of a corporation, partnership or trust, it has been
completed and executed by an authorized corporate officer, general partner or
trustee.
(c) This Subscription Agreement and the documents referred to herein constitute
the entire agreement between the parties hereto with respect to the subject
matter hereof and together supersede all prior discussions or agreements in
respect thereof.
(d) Within five (5) days after receipt of a written request from the Company,
the undersigned agrees to provide such information, to execute and deliver such
documents, including without limitation, the Certification of Compliance with
Regulation S and the Subscriber's Questionnaire, and to take, or forbear from
taking, such actions or provide such further assurances as reasonably may be
necessary to correct any errors in documentation, to comply with any and all
laws to which the Company is subject.
(e) The Company shall be notified immediately of any change in any of the
information contained above occurring prior to the undersigned's purchase of the
Shares or at any time thereafter for so long as the undersigned is a holder of
the Shares.
(f) The Subscription Agreement and the rights, interests and obligations
hereunder are not transferrable or assignable by the undersigned and the
undersigned acknowledges and agrees that any transfer or assignment of the
Shares shall be made only in accordance with all applicable laws.
IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as
of the date first written above.
Subscription Amount: $1,000,000 Residence or Business Address:
/S/___________________________
(Signature of Subscriber)
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