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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.: 1*
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)
November 14, 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:
8. Shared Voting Power:
100,000
9. Sole Dispositive Power:
10. Shared Dispositive Power:
100,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person
100,000 (based upon the exercise of 100,000 Warrants for
100,000 shares of Common Stock)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
2
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13. Percent of Class Represented by Amount in Row (11)
0.59%
14. Type of Reporting Person
CO
3
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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:
9. Sole Dispositive Power:
10. Shared Dispositive Power:
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares
4
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13. Percent of Class Represented by Amount in Row (11)
0%
14. Type of Reporting Person
CO
5
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The purpose of this Amendment No. 1 to Schedule 13D is to report
that Everest Capital Limited and Goodland International
Investments, Ltd. (the "Reporting Persons") ceased to be
beneficial owners of more than 5% of the 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") of the Issuer.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration.
No change.
Item. 4 Purpose of Transactions.
No change.
Item 5. Interest in Securities of Issuer.
(a) Based on the Issuer's Form 10-Q for the period
ending June 30, 1997, dated August 15, 1997, there
were 16,765,341 shares of Common Stock outstanding.
The Investment Manager is deemed to be the
beneficial owner of 100,000 Warrants exercisable
for 100,000 shares of Common Stock. Assuming the
exercise of the Warrants, the Investment Manager
would be deemed to be the beneficial owner of
100,000 shares of Common Stock constituting 0.59%
of the Issuer's Common Stock based upon 16,865,341
shares that would be outstanding upon exercise of
the Warrants. The Fund is deemed to be the
beneficial owner of 0 Warrants exercisable into 0
shares of Common Stock.
(b) Not applicable.
(c) The transactions that were effected during the last
60 days are described in Exhibit A attached hereto.
(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 Warrants.
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(e) The Reporting Persons ceased to be beneficial
owners of more than 5% of the Issuer's Common Stock
on November 14, 1997.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Transactions Effected During the Past 60 Days
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.
December 17, 1997
_____________________________
Date
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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EXHIBIT A
TRANSACTIONS EFFECTED DURING THE PAST 60 DAYS
Shares Purchased Price Per
Security Date (Sold) Share
Series D Convertible*
Preferred Stock 11/14/97 (35,000) $85.00
Warrants* 11/14/97 (210,000) 0
____________________
* Sold in a private transaction.
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00119001.DC4
