UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)
INTERNATIONAL CAVITATION TECHNOLOGIES, INC.
-------------------------------------------
(Name of Issuer)
$.001 Par Value Common Stock
----------------------------
(Title of Class of Securities)
45922Q102
---------
(CUSIP Number)
*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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or other wise 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 of 8
<PAGE>
CUSIP NO. 45922Q102
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Summer Breeze, LLC
(2) Check the Appropriate Box of a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
(4) Citizen ship or Place of Organization
Colorado
(5) Sole Voting Power 1,905,000 comprised of 315,000
Shares and 1,590,000 warrants
Number of Shares (6) Shared Voting Power -0-
Beneficially Owned
by Each Reporting (7) Sole Dispositive Power 1,905,000 comprised o
Person with 315,000 shares
and 1,590,000 warrants
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
315,000 shares of Common Stock and 1,590,000 warrants which
would be increased to 3,246,500 shares if the shares of Common
Stock and warrants in Row (10) were included.
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [x/]
Excludes 660,000 shares of Common Stock and 660,000 warrants
owned by GJM Trading Partners, Ltd., and 21,500 shares owned
by Growth Ventures, Inc. Profit Sharing Plan.
(11) Percent of Class represented by Amount in Row (9)
Approximately 16.1% which percentage would be increased to
approximately 27.4% if the shares of Common Stock and warrants
described in Row (10) were included.
(12) Type of Reporting Person (See Instructions)
Limited Liability Company- OO
Page 2 of 8
<PAGE>
CUSIP NO. 45922Q102
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
GJM Trading Partners, Ltd.
(2) Check the Appropriate Box of a Member of a Group (See Instructions)
(1) [ ]
(2) [ ]
(3) SEC Use Only
(4) Citizen ship or Place of Organization
Colorado
(5) Sole Voting Power 1,320,000 comprised of 660,000
shares and 660,000 warrants
Number of Shares (6) Shared Voting Power -0-
Beneficially Owned
by Each Reporting (7) Sole Dispositive Power 1,320,000 comprised
Person with of 660,000 Shares and 660,000 warrants
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
660,000 shares of Common Stock and 660,000 warrants which
would be increased to 3,246,500 shares if the shares of Common
Stock and warrants in Row (10) were included.
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [x/]
Excludes 315,000 shares of Common Stock and 1,590,000 warrants owned by
Summer Breeze, LLC, and 21,500 shares owned by Growth Ventures, Inc.
Profit Sharing Plan & Trust.
(11) Percent of Class represented by Amount in Row (9)
Approximately 6.9% which percentage would be increased to
approximately 27.4% if the shares of Common Stock and warrants
described in Row (10) were included.
(12) Type of Reporting Person (See Instructions)
Limited Partnership-PN
Page 3 of 8
<PAGE>
CUSIP NO. 45922Q102
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Growth Ventures, Inc. Profit Sharing Plan & Trust
(2) Check the Appropriate Box of a Member of a Group (See Instructions)
(1) [ ]
(2) [ ]
(3) SEC Use Only
(4) Citizen ship or Place of Organization
Colorado
(5) Sole Voting Power 21,500
Number of Shares (6) Shared Voting Power -0-
Beneficially Owned
by Each Reporting (7) Sole Dispositive Power 21,500
Person with
(8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
21,500 shares of Common Stock which would be increased to
3,246,500 shares if the shares of Common Stock in Row (10)
were included.
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [x/]
Excludes 315,000 shares of Common Stock and 1,590,000 warrants
owned by Summer Breeze, LLC and 660,000 shares of Common Stock
and 660,000 warrants owned by GJM Trading Partners, Ltd.
(11) Percent of Class represented by Amount in Row (9)
Approximately 0.2% which percentage would be increased to
approximately 27.4% if the shares of Common Stock and warrants
described in Row (10) were included.
(12) Type of Reporting Person (See Instructions)
Employee Benefit Plan, Pension Fund or Endowment Fund-EP
Page 4 of 8
<PAGE>
Item 1(a). Name of Issuer:
International Cavitation Technologies, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
12407 South Memorial Drive, Bixby, Oklahoma 74008
Item 2(a). Name of Person Filing:
Gary J. McAdam
Item 2(b). Address of Principal Business Office, or if none, Residence:
6041 S. Syracuse Way, #307, Englewood, Colorado 80111
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
$.001 par value Common Stock
Item 2(e). CUSIP Number:
45922Q102
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(1) [ ] Broker or Dealer registered under Section 15 of the Act
(2) [ ] Bank as defined in section 3(a)(6) of the Act
(3) [ ] Insurance Company registered under section 8 of the
Investment Company Act
(4) [ ] Investment company registered under section 203 of the
Investment Company Act
(5) [ ] Investment Adviser registered under section 203 of the
Investment Advisers
(6) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the employee Retirement Income Security Act of
1974 or Endowment Fund: See 240.13d-1(b)(1)(ii)(F)
(7) [ ] Parent Holding Company, in accordance with 240.13d-1(b)(ii)(G)
(Note: See Item 7)
(8) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Page 5 of 8
<PAGE>
Item 4. Ownership:
If the percent of class owned, as of December 31 of the year covered by the
statement, or as of the last day of any month described in Rule 13d-1(b)(2), if
applicable, exceeds five percent, provide the following information as of the
date and identify those shares which there is a right to acquire.
(i) Amount Beneficially Owned:
Total of 3,246,500 shares of Common Stock.
See Item 6 below.
(j) Percent of Class:
Total of 27.4%. See Item 6 below.
(k) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
See Item 6 below
(ii) shared power to vote or to direct the vote
See Item 6 below
(iii) sole power to dispose or to direct disposition of
See Item 6 below
(iv) shared power to dispose or to direct the disposition of
See Item 6 below
Instruction: For computations regarding securities which represent a right
to acquire an underlying security see Rule 13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
Item 6. Ownership of more than Five Percent on Behalf of Another Person:
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the
Page 6 of 8
<PAGE>
Investment Company Act of 1940 or the beneficiaries of employee benefit plan,
pension fund or endowment is not required.
Gary J. McAdam may be the controlling partner of the following
entities and is filing on behalf of each such entity:
Summer Breeze, LLC, which owns 315,000 shares and
1,590,000 warrants GJM Trading Partners, Ltd. which
owns 660,000 shares and 660,000 warrants Growth
Ventures, Inc. Profit Sharing Plan & Trust which owns
21,500 shares.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company:
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c), attach an
exhibit stating the identification of the relevant subsidiary.
Not Applicable
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to Rule 13d-1(b)(ii)(H), so
indicate under item 3(h) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identity of each member
of the group.
Not Applicable
Item 9. Notice of Dissolution of Group
Notice of dissolution of group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by member
of the group, in their individual capacity. See Item 5.
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Page 7 of 8
<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.
February 14, 2000
Dated
Gary J. McAdam
SUMMER BREEZE, LLC
By:__________________________________
Gary J. McAdam, General Manager
GJM TRADING PARTNERS, LTD.
By:_________________________________
Gary J. McAdam, General Partner
GROWTH VENTURES, INC.
PROFIT SHARING PLAN & TRUST
By:_________________________________
Gary J. McAdam, Trustee
Page 8 of 8
