SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
QUEST NET CORP.
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(Name of Issuer)
COMMON STOCK, no par value
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(Title of Class of Securities)
74835B200
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(CUSIP Number)
Samuel M. Krieger, Esq., Suite 1440, 39 Broadway, New York, New York 10006
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 17 , 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 that 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. 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.
(Continued on following pages)
(Page 1 of 6 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 ("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>
CUSIP No. 74835B200 SCHEDULE 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JAMES LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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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 ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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7 SOLE VOTING POWER
26,810,000
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 26,810,000
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
26,810,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,810,000
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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)
54.3%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
Common Stock, no par value
QUEST NET CORP.
3001 W. Hallandale Beach Blvd
2nd Floor
Pembroke Park, Florida 33009
Item 2. Identity and Background
Reporting Entity
a. James LLC.
b. c/o Citco Fund Services, Ltd.
Corporate Centre
Windward One
West Bay Road
PO Box 31106 SMB
Grand Cayman, Cayman Islands
c. Principal Business: Investments
d. None
e. None
Name of Executive Officers and Principal Members of Reporting Entity
a. Navigator Management Limited
b. Harbour house, 2nd Floor
Waterfront Drive
PO Box 972
Road Town
Tortola, British Virgin Islands
c. Sole director and President of Investment Manager:
d. None
e. None
f. British Virgin Islands
<PAGE>
a. David Sims
b. Harbour House, Waterfront Drive
P.O. Box 972
Road Town, Tortola, British Virgin Islands
c. Investments
d. None
e. None
f. Republic of South Africa
Item 3. Source and Amount of Funds or Other Consideration.
Source: See below
Amount: Reporting Person currently owns 910,000 shares of the Common
Stock of the Issuer. Reporting Person received 25,900,000
shares of Common Stock of the Issuer pursuant to a Court
approved Settlement dated October 4, 2000. (James LLC vs Quest
net Corp., S DNY No. 00CIV3467(RO)
Item 4. Purpose of Transaction.
The Shares deemed to be beneficially owned by the Reporting Entity
were originally acquired for, and were being held for, investment purposes.
Reporting Entity received 25,900,000 shares of Common Stock of the Issuer
pursuant to a Court approved Settlement dated October 4, 2000.
Based on information provided by the Issuer, there are currently
outstanding 49,374,309 shares of the Common Stock of the Issuer.
The Reporting Entity is evaluating all of its option with respect to
the future direction of the Company. While the reporting Entity is in
negotiations with a third party for the possible sale of its share, it has not
entered into a definitive decision with respect thereto.
Item 5. Interest in Securities of the Issuer.
a.&b. All of the information given below is as of October 30, 2000.
Percentages are based on 49,374,309 shares of Common Stock outstanding as of
October 30, 2000.
The Reporting Entity is deemed to be the beneficial owner of
26,810,000 shares of Common Stock, no par value, of the Issuer, indicated below.
The Reporting Entity is deemed to beneficially own 54.3% of the outstanding
shares indicated below.
The Reporting Person disclaims any beneficial interest in or voting
rights in the shares of Common Stock of the Issuer held by or issuable upon the
exercise of any conversion or other rights held by any other holder of shares or
such rights of the Issuer.
Neither the Reporting Entity nor any of the other persons named
above has sold any shares of Common Stock of the Issuer.
<PAGE>
d. N/A
e. N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
<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.
November 2 , 2000 JAMES LLC
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[Date]
By: Navigator Management Limited
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By: /s/ Arlene de Castro
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Its: Assistant Secretary
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By: /s/ Theresa Felix
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Its: Secretary
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
