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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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MSI Holdings, Inc.
(f/k/a Micro Media Solutions, Inc.)
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(Name of Issuer)
Common Stock, $0.10 par value
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(Title of Class of Securities)
594859100
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(CUSIP Number)
Robert E. Cordes, c/o Entrepreneurial Investors, Ltd.,
Citibank Building, Second Floor, East Mall Drive
Freeport, Bahamas (242) 352-7063
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 3, 1999
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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 Section 240.13d-1(e), Section 240.13d-1(f) or Section
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
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SCHEDULE 13D
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CUSIP NO. 594859100 PAGE 2 OF 4 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Entrepreneurial Investors, 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*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bahamas
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7 SOLE VOTING POWER
NUMBER OF 4,866,121
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
EACH ----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 4,866,121
WITH ----------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,866,121
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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)
21.5%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 594859100 Page 3 of 4
Item 1. Security and Issuer.
This Schedule 13D (this "Filing") relates to the Common Stock, $0.10
par value (" Common Stock"), and voting and other contractual rights relating
thereto, of MSI Holdings, Inc., a Utah corporation (the "Company" or "MSI"),
which has its principal executive offices located at 501 Waller Street, Austin,
Texas 78702. The purpose of this Filing is to reflect the beneficial ownership
of MSI's Common Stock by Entrepreneurial Investors, Ltd.
Item 2. Identity and Background.
(a) Entrepreneurial Investors, Ltd. ("EIL")
(b) Citibank Building, Second Floor, East Mall Drive, Freeport,
Bahamas
(c) EIL is a Bahamian company established for the purpose of
making investments.
(d) EIL has not, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) EIL has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
On November 3, 1999, EIL sold warrants to purchase 2,400,000 shares of
MSI's Common Stock for $2.50 per share to three separate individuals or
entities.
Item 4. Purpose of Transaction.
The person signing this Filing does not have any specific plans or
proposals which relate to or would result in any extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries; a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries; any change in the present
board of directors or management of the Company; any change in the present
capitalization or dividend policy of the Company; any other material change in
the Company's business or corporate structure; changes in the Company's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Company by any person; causing a class of
securities of the Company 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; a class of securities of the Company
becoming eligible for termination or registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or any action similar to any
of those enumerated above; but such persons reserve the right to propose or
undertake or participate in any of the foregoing actions in the future.
Item 5. Interest in Securities of the Issuer.
(a) EIL is deemed to beneficially own 4,866,121 shares of MSI's Common
Stock. Of those shares deemed to be beneficially owned by EIL, all shares were
purchased with working capital of EIL.
The percentage calculations are based upon 23,240,983 shares of MSI's
Common Stock outstanding on November 11, 1999, as reported in the Company's most
recent Quarterly Report on Form 10-QSB, filed November 15, 1999.
(b) EIL may be deemed to have sole voting and dispositive power over
4,866,121 shares of MSI's Common Stock.
(c) See Item 3 above.
(d) None.
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CUSIP NO. 594859100 Page 4 of 4
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
ENTREPRENEURIAL INVESTORS, LTD.
December 9, 1999 /s/ Robert E. Cordes
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Robert E. Cordes, President
