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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.: *
Name of Issuer: Projectavision Inc.
Title of Class of Securities: Common Stock, $.0001 par value
CUSIP Number: 743391104
(Name, Address and Telephone Number of Person
Authorized To Receive Notices and Communications)
Mr. Dimitrijevic, c/o Everest Capital Limited
The Bank of Butterfield Building
65 Front Street, 6th Floor, Hamilton HM JX, Bermuda
(Date of Event which Requires Filing of this Statement)
July 1, 1997
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 the 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).
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CUSIP No. 743391104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Everest Capital Limited
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
See Item 5.
8. Shared Voting Power:
See Item 5.
9. Sole Dispositive Power:
See Item 5.
10. Shared Dispositive Power:
See Item 5.
11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5.
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)
See Item 5.
14. Type of Reporting Person
CO
CUSIP No. 743391104
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Goodland International Investments, Ltd.
2. Check the Appropriate Box if a Member of a Group
a.
b.
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6. Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
See Item 5.
9. Sole Dispositive Power:
10. Shared Dispositive Power:
See Item 5.
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 5.
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
13. Percent of Class Represented by Amount in Row (11)
See Item 5.
14. Type of Reporting Person
CO
The purpose of this Schedule 13D is to report the ownership of
Everest Capital Limited and Goodland International Investments,
Ltd. (the "Reporting Persons") of Common Stock, $.0001 par value,
(the "Common Stock") of Projectavision Inc. (the "Issuer"). The
Reporting Persons' deemed beneficial ownership of Common Stock
exists by virtue of their ownership of warrants (the "Warrants")
and Series D Convertible Preferred Stock (the "Preferred Stock")
of the Issuer.
Item 1. Security and Issuer
The title of the class of equity securities to which
this statement relates is: Common Stock of
Projectavision Inc.
The name and address of the principal executive and
business office of the Issuer is:
Projectavision Inc.
Two Penn Plaza
Suite 640
New York, New York 10121
Item 2. Identity and Background
(a) Everest Capital Limited (the "Investment Manager")
and Goodland International Investments, Ltd. (the
"Fund").
(b) The Bank of Butterfield Building, 65 Front Street,
6th Floor, Hamilton HM JX, Bermuda
(c) The principal business of the Investment Manager is
to act as an investment manager for the Fund, other
private investment entities and managed accounts.
Mr. Marko Dimitrijevic is President of the
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Investment Manager. The principal business of the
Fund is to serve as a foreign private investment
vehicle.
(d) During the last five years, neither the Reporting
Persons nor any person affiliated with the
Reporting Persons has been convicted in any
criminal proceeding, excluding traffic violations
or similar misdemeanors.
(e) During the last five years, neither the Reporting
Persons nor any person affiliated with the
Reporting Persons has been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction as a result of which it or
such person 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.
(f) The Investment Manager is a corporation organized
under the laws of Bermuda, and the Fund is a
corporation organized under the laws of the British
Virgin Islands.
Item 3. Source and Amount of Funds or Other Consideration.
The funds for the purchase of the Preferred Stock and
Warrants came from the respective working capital of the
Fund or the other private investment entities, from the
funds of each managed account or from margin loans
entered into in the ordinary course of business.
Item. 4 Purpose of Transactions.
The Preferred Stock and Warrants held by the above
mentioned entities were acquired for, and are being held
for, investment purposes. The acquisitions of the
Preferred Stock and Warrants described herein were made
in the ordinary course of the Reporting Persons'
businesses or investment activities, as the case may be.
The Investment Manager, on behalf of the above mentioned
entities, and the Fund reserve the right to purchase or
sell Preferred Stock or Warrants in privately negotiated
transactions or in any other lawful manner in the
future.
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Item 5. Interest in Securities of Issuer.
(a) Based on the Issuer's Form 10-Q for the period
ending March 31, 1997, dated May 15, 1997, there
were 16,815,314 shares of Common Stock outstanding.
As of September 1, 1997, the Investment Manager was
deemed to be the beneficial owner of 100,000
Warrants exercisable for 100,000 shares of Common
Stock and 35,000 shares of Series D Convertible
Preferred Stock (the "Preferred Stock) of which
26,250 shares are currently convertible into
1,809,835 shares of Common Stock (including shares
representing accrued interest) based on a currently
effective conversion price of $1.50 per share of
Common Stock (the "Conversion Price"). The
Investment Manager also owns 210,000 other
Warrants, 70,000 of which are exercisable on
12/31/97, 70,000 of which are exercisable on
12/31/98 and 70,000 of which are exercisable on
12/31/99. The terms by which to determine the
Conversion Price are set forth in the Issuer's Form
10-Q for the period ending March 31, 1997, filed
with the Securities and Exchange Commission (the
"Commission") on May 15, 1997, Commission File
Number 0-19218 (the "10-Q Exhibit"). Assuming the
exercise of the Warrants and the conversion of the
Preferred Stock, the Investment Manager would be
deemed to be the beneficial owner of 1,909,835
shares of Common Stock constituting 10.2% of the
Issuer's Common Stock based upon 18,725,149 shares
that would be outstanding upon exercise of the
Warrants and conversion of the Preferred Stock. As
of September 1, 1997, the Fund was deemed to be the
beneficial owner of 24,500 shares of Preferred
Stock of which 18,375 shares are currently
convertible into 1,266,884 shares of Common Stock
(including shares representing accrued interest)
based on the Conversion Price, as discussed above.
Assuming the conversion of the Preferred Stock, the
Fund would be deemed to be the beneficial owner of
1,266,884 shares of Common Stock constituting 7.01%
of the Issuer's Common Stock based upon 18,082,198
shares that would be outstanding upon conversion of
the Preferred Stock. The Reporting Persons do not
intend to amend this Schedule 13D solely because
possible future changes in the Conversion Price may
result in their being deemed to beneficially own a
different number or percentage of outstanding
shares of Common Stock than reported herein.
(b) The Reporting Persons share the power to vote and
dispose of all of the shares of which they are both
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deemed to be the beneficial owners, and the
Investment Manager has the sole power to vote and
dispose of the remainder of the shares of which he
is deemed to be the beneficial owner.
(c) Not applicable.
(d) No 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
the Preferred Stock and Warrants.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as described herein, there are no contracts,
arrangements, understandings or relationships between
the persons named in Item 2 hereof or between such
persons and any other person with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Joint Filing Agreement.
Other: The 10-Q Exhibit is incorporated
herein by reference.
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.
September 11, 1997
_____________________________
Date
Everest Capital Limited
/s/ Marko Dimitrijevic
_____________________________
Title: President
Goodland International Investments, Ltd.
By: Everest Capital Limited, Investment Manager
/s/ Marko Dimitrijevic
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_____________________________
Title: President
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00119001.CY1
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Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated
September 11, 1997 relating to the Common Stock of Projectavision
Inc. shall be filed on behalf of the undersigned.
EVEREST CAPITAL LIMITED
/s/ Marko Dimitrijevic
Title: President
GOODLAND INTERNATIONAL INVESTMENTS,
LTD.
By: Everest Capital Limited,
Investment Manager
/s/ Marko Dimitrijevic
Title: President
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00119001.CY1
