SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
E-PAWN.COM, INC
(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
(Title of Class of Securities)
26882B 10 3
(CUSIP Number)
Steve Bazsuly
1744 Colonial Drive
Coral Springs, Florida 33071
Tel. 954-227-5927
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 30, 2000
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which 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 [ ].
* 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).
Check the following box if a fee is being paid with this statement. [X] (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
(See Rule 13d-7.)
CUSIP NO. 26882b 10 3
1) Name of Reporting Persons and IRS EIN or SSN
FORTUNA HOLDINGS, LTD. IRS EIN or SSN Not Applicable
BAZSULY FAMILY L.P., Fed EIN Applied For
WORLDWIDE WEB DESIGNERS, INC. Fed EIN 65-0930219
STEVE BAZSULY SSN Available on written request by regulatory authorities.
Who deny the existence of any group and who are sometimes collectively referred
to as the "Reporting Persons." This Schedule 13D is a joint filing
(2) Check the appropriate box if a member of a group* (a)
(b)
(3) SEC use only..........................
(4) Source of funds..................... PF
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(5) Check if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e) Not Applicable
(6) Citizenship or place or organization..
FORTUNA HOLDINGS, LTD Commonwealth of the Bahamas
BAZSULY FAMILY, L..P. Florida
WORLDWIDE WEB DESIGNERS Florida
STEVE BAZSULY United States
Number of shares beneficially owned by each reporting person with:
(7) Sole voting power..........
Fortuna Holdings, Ltd. 50,000,000 Common Stock
Fortuna Holdings, Ltd. 50,000,000 Preferred Stock*
100 votes per share
Steve Bazsuly 4,000,000 Common Stock
(8) Shared voting power -
(9) Sole dispositive power
Fortuna Holdings, Ltd. 50,000,000 shares
Steve Bazsuly 4,000,000 shares
(10) Shared dispositive power... -
(11) Aggregate amount beneficially owned by each
reporting person
Bazsuly Family L.P. 40,000,000 shares
Worldwide Web Designers, Inc. 10,000,000 shares
Steve Bazsuly 4,000,000 shares
(12) Check if the aggregate amount in row (11)
Does not include shares the reporting person discloses in the report, as
to which benefical ownership is disclosed under rule 13D
(13) Percent of class represented by amount in Row (11) 28.85%
(14) Type of reporting person
Fortuna Holdings, Ltd. CO
Bazsuly Family L.P. PN
Worldwide Web Designers, Inc. CO
Steve Bazsuly IN
<PAGE>
ITEM 1.
(a) Name of Issuer:
E-Pawn.com, Inc.
(b) Address of Issuer's Principal Executive Offices:
2855 University Drive
Suite 200
Coral Springs, Florida 33065
This statement relates to the Common Stock, $.001 par value per share of
the Issuer.
ITEM 2.
(a) Name of Persons Filing:
FORTUNA HOLDINGS, LTD.
BAZSULY FAMILY L.P.
WORLDWIDE WEB DESIGNERS, INC.
STEVE BAZSULY
(b) Address of Principal Business Office or, if none, Residence:
1744 Colonial Drive
Coral Springs, Florida 33071
(c) Principal business or present principal occupation:
Internet Consulting and Marketing
(d) Whether or not, during the last five years such persons has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or
other disposition of the case:
No. Not applicable.
(e) Whether or not, during the last five years, such person was 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; and, if so, identify and describe
such proceedings and summarize the terms of such judgment, decree or
final order:
No. Not applicable.
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(f) Citizenship:
FORTUNA HOLDINGS, LTD. Bahamas Company
BAZSULY FAMILY L.P. Florida limited partnership
Worldwide Web Designers, Inc. Florida corporation
Steve Bazsuly U.S. citizen
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Fortuna Holdings, Ltd. acquired the shares of the Issuer in exchange for
stock of a Florida Corporation. Fortuna Holdings, Ltd. acquired the stock of the
Florida Corporation for a note and stock of Fortuna Holdings, Inc. and other
consideration. The value of the stock transferred and exchanged was set at
$50,000,000.
.
ITEM 4. PURPOSE OF TRANSACTION
This Schedule 13D is being submitted in accordance with regulatory
compliance, following the conclusion of the material conditions of
the acquisition transaction, including the waiver of certain funding
commitments, which could have allowed the reporting persons to
rescind the transaction.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Amount Beneficially Owned
FORTUNA HOLDINGS, LTD. legally and beneficially owns 50,000.000
shares of Common Stock of Issuer.
BAZSULY FAMILY L.P. beneficially owns 50,000,000 shares by reason
of 80% control of Fortuna Holdings, Ltd.
<PAGE>
STEVE BAZSULY beneficially owns 4,000,000 shares of the Issuer, and
disaffirms the ownership of shares of the Bazsuly Family L.P. because he is a
limited partner and the general partner.
(b) Percent of Class
Fortuna Holdings, Ltd/Bazsuly Family L.P. 26.7%
Steve Bazsuly 2.13%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
FORTUNA HOLDINGS, LTD * 50,000,000 Common Shares
* FORTUNA HOLDINGS, LTD holds equivalent of 5 Billion votes through the
Preferred Stock.
BAZSULY FAMILY L.P.** 50,000,000 Common Shares
**80% Control of Fortuna Holdings, Ltd.
STEVE BAZSULY 4,000,000 Common Shares
(ii) shared power to vote or to direct the vote
Not applicable
(iii) sole power to dispose or to direct the disposition of
FORTUNA HOLDINGS, LTD 50,000,000 Common Shares
BAZSULY FAMILY L.P.** 50,000,000 Common Shares
**80% Control of Fortuna Holdings, Ltd.
STEVE BAZSULY 4,000,000 Common Shares
(iv) shared power to dispose or to direct the disposition of
Not Applicable
(d) Any transactions in the class of securities reported on that were
effected during the past sixty days or since the filing of the most
recent Schedule 13D:
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None.
(e) Any other person 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:
None.
(f) State the date on which the reporting person(s) ceased to be the
beneficial owner of more than five percent of the class of
securities:
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Table of Beneficial Ownership of Common Stock.
Consent of Fortuna Holdings, Ltd., Bazsuly Family L.P., Worldwide Web Designer,
Inc. and Steve Bazsuly to file a joint Schedule 13D.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 26, 2000
FORTUNA HOLDINGS, LTD.
a Bahamas company
BY: /S/ JOHN E.J. KING
-----------------------------
John E.J. King, President
BAZSULY FAMILY L.P
BY:/S/STEVE BAZSULY
-----------------------------
Steve Bazuly, General Partner
WORLDWIDE WEB DESIGNERS, INC.
BY /S/ JENNIFER MARTIN
-----------------------------
Jennifer Martin, President
/S/ STEVE BAZSULY
-----------------------------
Steve Bazsuly
EXHIBIT A
The following Table sets out the number of shares beneficially owned by the
Reporting Persons and the indirect ownership.
<TABLE>
<CAPTION>
Reporting Person Direct Beneficial Indirect Percentage of
Ownership and Control Ownership Issuer Common
Stock Direct
------------------------------------ ------------------------- --------------------- --------------------
<S> <C> <C> <C>
Fortuna Holdings Ltd. 50,000,000 shares 26.72%
Bazsuly Family L.P. 50,000,000 shares 80% Fortuna 26.72%
Worldwide Web Designers, Inc. -0- 20% Fortuna
Steve Bazsuly* 4,000,000 86% WWW Designers 2.1%
</TABLE>
<PAGE>
EXHIBIT B
The undersigned agree that the within statements on Schedule 13D regarding our
beneficial ownership of Common Stock of the Issuer is filed on behalf of each of
us and we each consent to this joint filing.
FORTUNA HOLDINGS, LTD.
a Bahamas company
BY: /S/ JOHN E.J. KING
------------------------
John E.J. King, President
BAZSULY FAMILY L.P
BY:/S/STEVE BAZSULY
--------------------------
Steve Bazsuly, General Partner
WORLDWIDE WEB DESIGNERS, INC.
BY /S/ JENNIFER MARTIN
------------------------
Jennifer Martin, President
/S/ STEVE BAZSULY
------------------------
Steve Bazsuly
