SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
POLYPHASE CORPORATION
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
73179110
(CUSIP Number)
March 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 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, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section of
the Exchange Act but shall be subject to all other provisions of
the Exchange Act (however, see the Notes).
<PAGE>
CUSIP NO. 73179110 13G
(1) Name of Reporting Person Infinity Investors Limited
I.R.S. Identification
No. of Above Person N/A
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Citizenship or Place of Organization Nevis, West Indies
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 2,176,529**
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 2,176,529**
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned 2,176,529**
by Each Reporting Person
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(10) Check Box if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 13.1%
Amount in Row (9)
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(12) Type of Reporting Person* CO
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* SEE INSTRUCTIONS
** The exact number of shares of Common Stock issuable upon
conversion of the derivative securities described herein is
not determinable without knowledge of and reference to the
applicable conversion date. This Statement has been
prepared on the basis of certain assumptions made herein.
<PAGE>
CUSIP NO. 73179110 13G
Item 1(a) Name of Issuer:
Polyphase Corporation (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
4800 Broadway, Suite A, Dallas, Texas 75248
Item 2(a) Name of Person Filing:
Infinity Investors Limited (the "Reporting Person")
Item 2(b) Address of Principal Business Office or, if none,
Residence:
38 Hertford Street, London, England W1Y 7TG
Item 2(c) Citizenship:
Nevis, West Indies
Item 2(d) Title of Class of Securities:
Common Stock, $0.01 par value per share (the
"Common Stock") of the Issuer.
Item 2(e) CUSIP Number:
73179110
Item 3. This statement is filed pursuant to Rule 13d-1(c).
Item 4. Ownership:
(a) Amount Beneficially Owned: 2,176,529; 1,666,666
of this amount represents 125,000 shares of Series
A-3 Preferred Stock (the "Preferred Stock")
convertible at the option of the Reporting Person
into that number of whole shares of Common Stock
that is calculable by multiplying the number of
shares of Preferred Stock being converted by 10
and dividing such number by the closing sales price
of the Common Stock on the day immediately
preceding the date that written notice of
conversion is given to the Issuer (the "Valuation
Formula"). The remaining 509,863 shares represent
accrued and unpaid dividends with respect to the
Preferred Stock held by the Reporting Person
totaling $382,397.28 through March 31, 1998 and
continuing to accrue at the rate of 12% per
annum. The Issuer has agreed to pay such
dividends on its Common Stock based on the same
Valuation Formula
<PAGE>
as applicable to the Preferred Stock. Therefore,
assuming that the Reporting Person converted all
of its shares of Preferred Stock on the date of
this Statement, then, the Reporting Person would
beneficially own the number of shares of Common
Stock herein set forth. Specifically, the
Reporting Person would receive 1,666,666 shares
of Common Stock upon conversion of the Preferred
Stock and 509,863 shares of Common Stock as a
dividend thereon through and including the date
of this Statement. The number of shares of
Common Stock described as beneficially owned in
this paragraph is included for disclosure
purposes only. The exact number of shares of
Common Stock to be acquired by the Reporting
Person, if any, upon conversion of the Preferred
Stock cannot be determined until conversion
thereof. The Reporting Person does not intend
to file amendments to this Statement solely to
reflect changes in beneficial ownership based on
fluctuations in the market value of the Common
Stock.
(b) Percent of Class: 13.1%
(c) Number of Shares as to which such person has:
(i) sole power to vote or to direct the vote: 2,176,529
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 2,176,529
(iv) shared power to dispose or to direct the
disposition of: 0
Beginning November 8, 1997 the Reporting Person was entitled
to convert its Preferred Stock of the Issuer into that number of
whole shares of Common Stock of the Issuer as set forth in
response to Item 4(a) above. However, as of the date of this
Statement, the Issuer has refused to convert such Preferred
Stock. Therefore, until the Issuer honors the conversion of the
Preferred Stock, the Reporting Person cannot acquire the securities
mandating this filing.
Item 5. Ownership of 5% or less of a Class:
Not Applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person:
Not Applicable.
<PAGE>
CUSIP NO. 73179110 13G
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company:
Not Applicable.
Item 8. Identification and Classification of Members of the
Group:
Not Applicable.
Item 9. Notice of Dissolution of Group:
Not Applicable.
Item 10. Certifications:
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 not 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.
Date: March 31, 1998
Infinity Investors Limited
By: /s/ JAMES A. LOUGHRAN
-----------------------------------
Name: James A. Loughran
---------------------------------
Title: Director
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Attention: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001).
