IAT RESOURCES CORP
SC 13G, 1999-09-02
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934


                            IAT RESOURCES CORPORATION
                                (Name of Issuer)

                                  Common Stock
                         (Title of Class of Securities)


                                    742893506
                                 (CUSIP Number)


                                 August 2, 1999
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate  box to designate the rule pursuant to which this Schedul
is filed:
                                [ ] Rule 13d-1(b)
                                [X] Rule 13d-1(c)
                                [ ] Rule 13d-1(d)


<PAGE>

CUSIP No. 742893506                                           Page 2 of 10 Pages

1        Name of Reporting Person
         I.R.S. Identification Number of Above Person (entities only)
                  Augustine Fund, L.P.

2        Check The Appropriate Box If a Member of a Group                 (a)[X]
                                                                          (b)[ ]

3        SEC Use Only

4        Citizenship or Place of Organization
                  Illinois

                           5        Sole Voting Power
                                    0 shares
Number of
Shares                     6        Shared Voting Power
Beneficially                        1,565,708 shares
Owned By
Each Reporting             7        Sole Dispositive Power
Person With                         0 shares

                           8        Shared Dispositive Power
                                    1,565,708 shares

9        Aggregate Amount Beneficially Owned by Each Reporting Person-
                  1,565,708 shares

10       Check Box If The Aggregate Amount in Row (9) Excludes
         Certain Shares                                                      [ ]

11       Percent of Class Represented By Amount in Row (9)
                  11.8%

12       Type of Reporting Person
                  PN


<PAGE>

CUSIP No. 742893506                                           Page 3 of 10 Pages

1        Name of Reporting Person
         I.R.S. Identification Number of Above Person (entities only)
                  Augustine Capital Management, Inc.

2        Check The Appropriate Box If a Member of a Group                 (a)[X]
                                                                          (b)[ ]

3        SEC Use Only

4        Citizenship or Place of Organization
                  Illinois

                           5        Sole Voting Power
                                    0 shares
Number of
Shares                     6        Shared Voting Power
Beneficially                        1,565,708 shares
Owned By
Each Reporting             7        Sole Dispositive Power
Person With                         0 shares

                           8        Shared Dispositive Power
                                    1,565,708 shares

9        Aggregate Amount Beneficially Owned by Each Reporting Person
                  1,565,708 shares

10       Check Box If The Aggregate Amount in Row (9) Excludes
         Certain Shares                                                      [ ]

11       Percent of Class Represented By Amount in Row (9)
                  11.8%

12       Type of Reporting Person
                  CO


<PAGE>

CUSIP No. 742893506                                           Page 4 of 10 Pages

1        Name of Reporting Person
         I.R.S. Identification Number of Above Person (entities only)
                  John T. Porter

2        Check The Appropriate Box If a Member of a Group                 (a)[X]
                                                                          (b)[ ]

3        SEC Use Only

4        Citizenship or Place of Organization
                  Illinois

                           5        Sole Voting Power
                                    0 shares
Number of
Shares                     6        Shared Voting Power
Beneficially                        1,565,708 shares
Owned By
Each Reporting             7        Sole Dispositive Power
Person With                         0 shares

                           8        Shared Dispositive Power
                                    1,565,708 shares

9        Aggregate Amount Beneficially Owned by Each Reporting Person
                  1,565,708 shares

10       Check Box If The Aggregate Amount in Row (9) Excludes
         Certain Shares                                                      [ ]

11       Percent of Class Represented By Amount in Row (9)
                  11.8%

12       Type of Reporting Person
                  IN


<PAGE>

CUSIP No. 742893506                                           Page 5 of 10 Pages

1        Name of Reporting Person
         I.R.S. Identification Number of Above Person (entities only)
                  Brian D. Porter

2        Check The Appropriate Box If a Member of a Group                 (a)[X]
                                                                          (b)[ ]

3        SEC Use Only

4        Citizenship or Place of Organization
                  Illinois

                           5        Sole Voting Power
                                    0 shares
Number of
Shares                     6        Shared Voting Power
Beneficially                        1,565,708 shares
Owned By
Each Reporting             7        Sole Dispositive Power
Person With                         0 shares

                           8        Shared Dispositive Power
                                    1,565,708 shares

9        Aggregate Amount Beneficially Owned by Each Reporting Person
                  1,565,708 shares

10       Check Box If The Aggregate Amount in Row (9) Excludes
         Certain Shares                                                      [ ]

11       Percent of Class Represented By Amount in Row (9)
                  11.8%

12       Type of Reporting Person
                  IN


<PAGE>

CUSIP No. 742893506                                           Page 6 of 10 Pages

1        Name of Reporting Person
         I.R.S. Identification Number of Above Person (entities only)
                  Thomas Duszynski

2        Check The Appropriate Box If a Member of a Group                 (a)[X]
                                                                          (b)[ ]

3        SEC Use Only

4        Citizenship or Place of Organization
                  Illinois

                           5        Sole Voting Power
                                    0 shares
Number of
Shares                     6        Shared Voting Power
Beneficially                        1,565,708 shares
Owned By
Each Reporting             7        Sole Dispositive Power
Person With                         0 shares

                           8        Shared Dispositive Power
                                    1,565,708 shares

9        Aggregate Amount Beneficially Owned by Each Reporting Person
                  1,565,708 shares

10       Check Box If The Aggregate Amount in Row (9) Excludes
         Certain Shares                                                      [ ]

11       Percent of Class Represented By Amount in Row (9)
                  11.8%

12       Type of Reporting Person
                  IN


<PAGE>

CUSIP No. 742893506                                           Page 7 of 10 Pages



Item 1(a) Name of Issuer:

       IAT Resources Corporation

Item 1(b) Address of Issuer's Principal Office:

       5757 Wilshire Boulevard
       Penthouse One
       Los Angeles, CA 90036

Item 2(a) Name of Person Filing:

       Augustine Fund, L.P.
       Augustine Capital Management, Inc.
       John T. Porter
       Brian D. Porter
       Thomas Duszynski

Item 2(b) Address of Principal Business Office or, if none, Residence:

       The business address of each person filing is 141 West Jackson Boulevard,
       Suite 2182, Chicago, Illinois 60606.

Item 2(c) Citizenship:

       Augustine Fund, L.P. is an Illinois limited partnership.
       Augustine Capital Management, Inc. is an Illinois corporation.
       John T.  Porter,  Brian D.  Porter  and Thomas  Duszynski  are all United
          States citizens and residents of the State of Illinois.

Item 2(d) Title of Class of Securities:

       Common Stock.

Item 2(e) CUSIP Number:

       742893506

Item 3. If this  statement  is filed  pursuant to Rules  13d-1(b),  or 13d-2(b),
check whether the person filing is a:

       Not applicable.
<PAGE>

CUSIP No. 742893506                                           Page 8 of 10 Pages

Item 4.  Ownership

       Augustine Fund, L.P.  ("Augustine  Fund") may be deemed to share power to
vote and  dispose  of the  shares  owned of  record  with  its  general  partner
Augustine  Capital  Management,   Inc.   ("Augustine   Capital")  and  with  the
shareholders,  directors and officers of Augustine Capital, all of whom are John
T. Porter, Brian D. Porter or Thomas Duszynski.  Such shares may be deemed to be
beneficially  owned by any or all of Augustine Fund,  Augustine  Capital John T.
Porter,  Brian  D.  Porter  and  Thomas  Duszynski  (collectively,   the  "Group
Members").

    (a) Amount Beneficially Owned:

       The Group Members  beneficially  own 1,565,708  shares.  These shares are
issuable  upon  conversion  of Series E  Preferred  Stock and Series F Preferred
Stock of the Issuer held by members of the Group.  More details  regarding these
series of  Preferred  Stock may be found in the Issuer's  Form S-3  Registration
Statement  filed with the United States  Securities  and Exchange  Commission on
August 31,  1999.  At the  closing  market  trading  price of $1.13 per share on
September 2, 1999, the number of shares of the Issuer's  common stock into which
the  Preferred  Stock  held by  members  of the  Group  could be  converted  was
1,565,708 shares.

    (b) Percent of Class:

       The Group Members beneficially own 11.8% of the class.

    (c) Each of the Group  Members has the number of shares  listed  below as to
which such Group Member has:

        (i) sole power to vote or direct the vote: 0

        (ii) shared power to vote or direct the vote: 1,565,708

        (iii) sole power to dispose or direct the disposition of: 0

        (iv) shared power to dispose or direct the disposition of: 1,565,708

Item 5.  Ownership of Five Percent or Less of a Class

       If this  statement  is being filed to report the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].

Item 6.  Ownership of More than Five Percent on Behalf of Another Person

       Not applicable.
<PAGE>

CUSIP No. 742893506                                           Page 9 of 10 Pages


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. Certification

       By signing  below I certify that, to the best of my knowledge and belief,
       the  securities  referred to above were not acquired and are not held for
       the purpose of or with the effect of changing or influencing  the control
       of the issuer of the securities and were not acquired and are not held in
       connection  with  or as a  participant  in any  transaction  having  that
       purpose or effect.



<PAGE>

CUSIP No. 742893506                                           Page 3 of 10 Pages



                                    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:    September 2, 1999


                                        AUGUSTINE FUND, L.P.

                                        By: /s/ Thomas Duszynski

                                        Its:  Chief Financial Officer


                                        AUGUSTINE CAPITAL MANAGEMENT, INC.

                                        By: /s/ Thomas Duszynski

                                        Its:  Chief Financial Officer


                                        JOHN T. PORTER

                                        /s/ John Porter

                                        BRIAN D. PORTER

                                        /s/ Brian D. Porter


                                        THOMAS DUSZYNSKI

                                        /s/ Thomas Duszynski




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