United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
TV Communications Network, Inc.
(Name of Issuer)
Common
(Title of Class of Securities)
873063309
(CUSIP Number)
Bradford J. Lam, TV Communications Network, Inc., 10020 E. Girard Ave., Suite
300, Denver, CO 80231, (303)751-2900
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 1, 2000
(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 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 [_].
Check the following box if a fee is being paid with the statement [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 in 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).
CUSIP No.: 873063309 Page Two of Seven Pages.
1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Omar A. Duwaik
2. Check the Appropriate Box if a member of a Group*
(a) [_]
(b) [X]
3. SEC Use Only
4. Source of Funds.* PF / Personal Funds
5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2 (d) or 2 (E). [_].
6. Citizenship or Place of Organization. United States of America.
Number of 7. Sole Voting Power. 39,926,257. 58.3%
Shares
Beneficially 8. Shared Voting Power. 64,912,382. 94.8%
Owned
By Each 9. Sole Dispositive Power. 39,926,257. 58.3%
Reporting Person
With 10. Shared Dispositive Power. 63,962,149.
93.4%
11. Aggregate Amount Beneficially Owned By Each Reporting Person.
64,912,382. 94.8%
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain
Shares.* _________.
13. Percent of Class Represented By Amount in Row (11). 94.8%.
14. Type of Reporting Person.* IN / Individual.
*See Instructions Before Filling Out!
Item 1. Security and Issuer.
The title of the class of equity securities to which this statement relates
is the Common stock of TV Communications Network, Inc. ("TVCN"). TVCN is
located at 10020 E. Girard Ave. Suite 300, Denver, CO 80231. Its principal
executive officers are Mr. Omar A. Duwaik, President and Chief Executive
Officer, and Kenneth Roznoy, Vice President.
Item 2. Identity and Background.
This statement is filed on behalf of Mr. Omar A. Duwaik, a natural person whose
business address is 10020 E. Girard Ave., Suite 300, Denver, CO 80231. Mr.
Duwaik is the President and Chief Executive Officer of TV Communications
Network, Inc. He also serves as its Chairman of the Board of Directors. Mr.
Duwaik has not been the subject of any criminal proceeding resulting in his
conviction in the previous five years from the date of this statement.
During the previous five years, Mr. Duwaik has not been a party to any civil
proceeding of a judicial or administrative body with said proceeding
resulting in 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.
Mr. Duwaik has used and will continue to use his personal funds to purchase the
Common stock of TVCN. All purchases have been made in the open market at
market prices. Mr. Duwaik has expended approximately $128,700.00 to date
making these purchases. Prospectively, Mr. Duwaik intends to apply the sum
of $ 100,000.00 to make additional purchases of TVCN stock in the open market.
Mr. Duwaik will use personal funds to make these purchases.
No loans have been made to Mr. Duwaik to secure the funds used or to be used in
the purchases described. Mr. Duwaik has no arrangements with any other person
or entity regarding acquiring, holding, trading or voting the securities
described.
Item 4. Purpose of Transaction.
There are three distinct purposes for the acquisition of TVCN's Common stock by
Mr. Duwaik and one event that could occur. The three distinct purposes are
discussed below. The event that could occur is analyzed in the conclusion of
this section.
First, Mr. Duwaik believes that the market price for TVCN's Common stock is
undervalued based upon the historical operation history of TVCN. For this
reason Mr. Duwaik is interested in purchasing these securities for his own
account, with no plans to liquidate or exchange them.
Second, Mr. Duwaik believes that TVCN's wholly owned subsidiary, Reema
International, Corp. ("Reema") is capable of realizing its goals. As stated in
TVCN's reports filed with the SEC and as contained in Reema's business plan,
Reema is planning for the construction of a natural gas to liquids plant in
Trinidad and Tobago, Latin America for the purpose of marketing the products
produced. As a part of TVCN's oversight of Reema's operations, TVCN's
corporate management has and will continue to consider whether Reema should
be the subject of an extraordinary corporate transaction, such as a spin off
resulting in Reema's shares being offered to TVCN's shareholders, or a public
offering of Reema's shares, again with TVCN's shareholders benefiting by
receiving shares of Reema as part of the corporate divestiture. As a result,
Mr. Duwaik believes that purchasing shares of TVCN's Common will be beneficial.
Third, should TVCN divest all or a portion of its ownership interests in Reema,
this would likely bestow Reema securities to the then-current shareholders of
TVCN in some currently unknown method or capacity.
The following event could occur as a result of Mr. Duwaik's purchase of TVCN's
Common stock. Mr. Duwaik has no intention to cause this event to occur. To the
contrary, Mr. Duwaik, would take steps to ensure that the below described event
does not occur. Nevertheless, this event remains a possible result of Mr.
Duwaik's plan of acquisition as described above.
Mr. Duwaik's increased concentration of TVCN's Common stock could result in
TVCN becoming eligible for terminating, pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934 (the "Act") its registration under the Exchange
Act. Again, this is not a stated goal or target of Mr. Duwaik's current
purchasing plan, but current and prospective shareholders should be aware that
Mr. Duwaik's ownership of approximately 95 percent of the issued and
outstanding TVCN Common stock in addition to any shares acquired pursuant to
his plan of acquisition as disclosed herein, could have the effect of
concentrating shares in a sufficiently small number of holders that TVCN
could become eligible for terminating its registration pursuant to Section
12(g)(4) of the Act. The practical effect of this is that the Company would
not be required to file periodic reports and hence would most likely loose
its listing eligibility by the OTC Electronic Bulletin Board.
Item 5. Interest in Securities of the Issuer.
(a) As of March 31, 2000, there were 2,750 record holders of TVCN's common
stock and 68,469,788 shares of common stock outstanding. As of July 31, 2000,
Mr. Duwaik owned 39,926,257 shares of TVCN Common stock. He also owns
the majority of Multichannel Distribution Company of America, an affiliated
company of TVCN, which as of July 31, 2000 owned 23,845,892 shares of TVCN
Common stock. Mr. Duwaik owns a majority of American Technology and
Information, which as of July 31, 2000 owned 190,000 shares of TVCN Common
stock. There are 950,233 shares beneficially owned by Mr. Duwaik by virtue of
his voting control by power of attorney of 950,233 shares owned by his brother
Taher Aldweik. Thus Mr. Duwaik is the beneficial owner of 64,912,382 shares
of TVCN's Common stock, comprising 94.8 percent of the shares issued and
outstanding.
(b) Mr. Duwaik owns 39,926,257 shares directly. He has sole voting and
dispositive power over these shares. By virtue of his controlling stake in
Multichannel Distribution of America, Mr. Duwaik has sole voting and
dispositive power of its 23,845,892 shares. By virtue of his control of
American Technology & Information, Mr. Duwaik has sole voting and dispositive
power of its 190,000 shares. By virtue of his beneficial ownership of his
brother, Taher Aldweik's shares, Mr. Duwaik has voting power of an additional
950,233 shares. However, Mr. Duwaik does not have dispositive power over Mr.
Aldweik's 950,233 shares.
In total, Mr. Duwaik has effective voting power of 64,912,382 shares of Common
stock and dispositive power of 63,962,149 shares.
(c) During the past sixty days, Mr. Duwaik has effected the following
transactions with a commercial stockbroker purchasing for his account in open
market purchases. In each instance a commercial brokerage commission was
paid. All transactions depicted are purchases of TVCN Common stock.
Shares owned directly prior to transactions depicted below: 39,797,557.
Shares owned directly and beneficially prior to transactions depicted below:
64,783,682.
Date Number of Shares Price/Share
June 2, 2000 12,500 1.00
June 5 15,000 1.00
June 6 8,000 .9804
June 13 10,000 1.00
June 16 3,000 1.00
June 19 2,500 1.00
June 23 6,700 1.00
June 26 1,000 1.00
June 28 15,000 1.00
June 29 7,500 .9375
July 18, 2000 10,000 .984375
July 21 12,500 1.00
July 25 15,000 1.00
July 28 10,000 1.00
Shares owned directly including transactions depicted above: 39,926,257.
Shares owned directly and beneficially prior to transactions depicted below:
64,912,382.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
There are no formal arrangements among Mr. Duwaik and any other person or
entity with respect to any securities of TV Communications Network, Inc.
including transfer of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, or the
division of profits or loss.
Mr. Duwaik does have the following relationships with affiliated persons or
entities: Mr. Duwaik owns a majority interest of Multichannel Distribution
Company of America, an affiliated company of TVCN. Multichannel
Distribution Company of America owns 23,845,892 shares of TVCN Common
stock. Mr. Duwaik owns a majority interest of American Technology and
Information, which owns 190,000 shares of TVCN Common stock. Mr. Duwaik
beneficially owns 950,233 shares by virtue of his voting control by power of
attorney. These 950,233 shares are owned directly by Mr. Duwaik's brother,
Taher Aldweik. Thus Mr. Duwaik is the beneficial owner of 64,912,382 shares
of TVCN's Common stock, comprising 94.8 percent of the shares issued and
outstanding.
Mr. Duwaik owns 39,926,257 shares directly. He has sole voting and dispositive
power over these shares. By virtue of his controlling stake in Multichannel
Distribution of America, Mr. Duwaik has sole voting and dispositive power of
its 23,845,892 shares. By virtue of his control of American Technology &
Information, Mr. Duwaik has sole voting and dispositive power of its 190,000
shares. By virtue of his beneficial ownership of his brother, Taher Aldweik's
shares, Mr. Duwaik has voting power of an additional 950,233 shares. However,
Mr. Duwaik does not have dispositive power over Mr. Aldweik's 950,233 shares.
Item 7. Material to Be Files as Exhibits.
No Exhibits are filed with this Schedule 13D.
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.
______________ _____________________
(Date) (Signature)
Omar A. Duwaik
President, Chief Executive Officer and
Chairman of the Board of
Directors
(Name / Title)
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