SECURITIES AND EXCHANGE COMMISION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PERSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. ___) (1)
BIO-RESPONSE, INC.
------------------
(NAME OF ISSUER)
COMMON STOCK
------------
(TITLE OF CLASS OF SECURITIES)
87944M107
---------
(CUSIP NUMBER)
SALLY A. FONNER
sole
shareholder of Capston Network Company
1612 N. OSCEOLA AVE.
CLEARWATER, FL 33755
727/443-3434
------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVED NOTICES AND COMMUNICATIONS)
04/05/1999
----------
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAD 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(G), CHECK THE FOLLOWING BOX [_]
NOTE: SCHEDULES FILED IN PAPER FORMAT SHALL INCLUDE A SIGNED ORIGINAL AND
FIVE COPIES OF THE SCHEDULE, INCLUDING THE EXHIBITS. SEE RULE 13D-7(B) FOR OTHER
PARTIES TO WHOM COPIES ARE TO BE SENT.
(CONTINUED ON FOLLOWING PAGES)
(PAGE 1 OF 1 PAGES)
- ----------------
(1) THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING
PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT WITH RESPECT TO SUBJECT CLASS
OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH
WOULD ALTER THE 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)
<PAGE>
1 NAMES OF THE REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVES PERSONS (ENTITIES ONLY)
SALLY FONNER AS THE SOLE SHAREHOLDER OF CAPSTON NETWORK COMPANY
IRS NUMBERS NOT DISCLOSED
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP
(A) [_]
(B) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(D) OR 2(E)
[_]
6 CITIZENSHIP OR PLACE OF EMPLOYMENT
UNITED STATES OF AMERICA
NUMBER OF 7 SOLE VOTING POWER
SHARES 71,520 SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 SHARES
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 71,520 SHARES
PERSON WITH 10 SHARED DISPOSITVE POWER
0 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,520 SHARES
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMMOUNT IN ROW (11)
9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
ITEM 1 SECURITY AND ISSUER
CLASS: COMMON STOCK (THE "SHARES" OR "BIO-RESPONSE SHARES")
ISSUER: BIO-RESPONSE, INC. (THE COMPANY)
1612 NORTH OSCEOLA AVENUE
CLEARWATER, FL 33755-2447
ITEM 2 IDENTITY AND BACKGROUND
(A) NAME
SALLY FONNER AS THE SOLE SHAREHOLDER OF CAPSTON NETWORK COMPANY
WHICH IS THE RECORD HOLDER. ("CAPSTON")
(B) RESIDENCE OR BUSINESS ADDRESS
1612 NORTH OSCEOLA AVENUE
CLEARWATER, FL 33755-2447
(C) PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
ACQUISITIONS
(D) CRIMINAL CONVICTIONS
NEITHER CAPSTON NOR SALLY A. FONNER, ITS SOLE SHAREHOLDER, HAVE BEEN
CONVICTED IN A CRIMINAL PROCEEDING.
(E) FEDERAL OR STATE SECURITIES ACTIONS
NEITHER CAPSTON NOR SALLY A. FONNER, ITS SOLE SHAREHOLDER, ARE
ZUBJECT TO A JUDGEMENT, DECREE OR FINAL ORDER ENJOINING FUTURE
VIOLATIONS OF FEDERAL OR STATE SECURITIES LAWS.
(F) CITIZENSHIP
UNITED STATES OF AMERICA
ITEM 3 SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS
FONNER/CAPSTON RECEIVE ITS SHARES AS PAYMENT FOR SERVICES RENDERED
TO THE COMPANY DURING THE YEARS 1996, 1997,1998 AND THROUGH APRIL
5, 1999.
ITEM 4 PURPOSE OF TRANSACTION
CAPSTON ACQUIRED THE SHARES AS PAYMENT FOR SERVICES RENDERED DURING YEARS 1995,
1996, 1997, 1998 AND THROUGH APRIL 5, 1999 TO THE COMPANY. FOR ADDITIONAL
INFORMATION, PROXY DATED MARCH 10, 1997 AND 8-K, DATED APRIL 5, 1999 ARE
INCORPORATED HEREIN.
(A) (1) AS LONG AS CAPSTON IS THE RECORD OWNER OF ANY OF THE SECURITIES
ISSUABLE HEREUNDER, CAPSTON WILL NOT ENGAGE IN "BUY-SIDE" TRADING ACTIVITIES,
HEDGING TRANSACTIONS OR OTHER ACTIVITIES THAT COULD REASONABLY BE EXPECTED TO
INFLUENCE THE MARKET PRICE OF THE SECURITIES, (2) CAPSTON WILL NOT SELL ANY
SHARES IN A TRANSACTION THAT IS EFFECTED AT A PRICE LOWER THAN THE QUOTED BID
PRICE OF THE SECURITIES AT THE TIME OF SALE, (3) IF CAPSTON ENGAGES IN MULTIPLE
SALES IN ANY FIVE CONSECUTIVE BUSINESS DAYS, CAPSTON WILL NOT SELL ANY SHARES IN
A TRANSACTION THAT IS EFFECTED AT A PRICE LOWER THAN THE LAST PRICE RECEIVED BY
CAPSTON FOR THE SAME SECURITIES, (4) CAPSTON WILL NOT SELL MORE THAN 10% OF THE
SHARES ISSUED TO CAPSTON IN ANY CALENDAR MONTH.
(B) REFER TO PROXY DATED MARCH 10, 1997 AND 8-K, DATED APRIL 5, 1999 ARE
INCORPORATED HEREIN AS REFERENCE.
(C)
(D) REFER TO PROXY DATED MARCH 10, 1997 AND 8-K, DATED APRIL 5,
1999 ARE INCORPORATED HEREIN AS REFERENCE.
(E)
(F)
(G)
(H)
(I)
(J)
ITEM 5 INTEREST IN SECURITES OF THE ISSUER
(A) THERE ARE A TOTAL OF 800,000 SHARES ISSUED AND OUTSTANDING.
FONNER/CAPSTON HAS 71,250 WHICH EQUALS 9%.
(B) 71,250
REFER TO PROXY DATED MARCH 10, 1997 AND 8-K, DATED APRIL 5,
1999 ARE INCORPORATED HEREIN AS REFERENCE.
(C)
(D)
(E)
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITES OF THE ISSUER
REFER TO PROXY DATED MARCH 10, 1997 AND 8-K, DATED APRIL 5,
1999 ARE INCORPORATED HEREIN AS REFERENCE.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
-------------------------------
(DATE)
-------------------------------
(SIGNATURE)
-------------------------------
(NAME/TITLE)
