SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
NETCURRENTS, INC.
-----------------
(Name of Issuer)
Common Stock, $.001 Par Value
-----------------------------
(Title of Class of Securities)
64110J101
---------
(CUSIP Number)
March 3, 2000
-------------
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 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).
Continued on the following page(s)
Page 1 of 10 pages
<PAGE>
SCHEDULE 13G
CUSIP No. 64110J101 Page 2 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,003,100
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,003,100
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,003,100
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
3.46 %
12 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 64110J101 Page 3 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON CAPITAL, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,003,100
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,003,100
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,003,100
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
3.46 %
12 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 64110J101 Page 4 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
CAYMAN ISLANDS
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,862,900
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,862,900
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,862,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
6.43 %
12 Type of Reporting Person*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13G
CUSIP No. 64110J101 Page 5 of 10 Pages
1 Name of Reporting Person
I.R.S. Identification No. of Above Persons (ENTITIES ONLY)
BROWN SIMPSON ASSET MANAGEMENT, LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Citizenship or Place of Organization
NEW YORK
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,862,900
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,862,900
9 Aggregate Amount of Beneficially Owned by Each Reporting Person
1,862,900
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares*
[X]
11 Percent of Class Represented By Amount in Row (9)
6.43 %
12 Type of Reporting Person*
OO; IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 10 Pages
Item 1(a) Name of Issuer:
NetCurrents, Inc.
Item 1(b) Address of the Issuer's Principal Executive Offices:
9720 Wilshire Boulevard, Suite 700, Los Angeles, California 90212
Item 2(a) Name of Person Filing:
This statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Brown Simpson Strategic Growth Fund, L.P. ("BSSGF L.P.");
(ii) Brown Simpson Capital, LLC ("Brown Simpson Capital");
(iii)Brown Simpson Strategic Growth Fund, Ltd. ("BSSGF Ltd.");
and
(iv) Brown Simpson Asset Management, LLC ("Brown Simpson Asset
Management").
The General Partner of BSSGF L.P. is Brown Simpson Capital. Brown
Simpson Asset Management serves as the investment manager to BSSGF Ltd. pursuant
to an investment management contract. Each of Matthew C. Brown, Mitchell D.
Kaye, Evan M. Levine and James R. Simpson hold a 23.75% interest in each of
Brown Simpson Capital and Brown Simpson Asset Management. Peter D. Greene holds
a 5% interest in each of Brown Simpson Capital and Brown Simpson Asset
Management.
Item 2(b) Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of BSSGF
L.P., Brown Simpson Capital and Brown Simpson Asset Management is Carnegie Hall
Tower, 152 West 57th Street, 40th Floor, New York, NY 10019. The address of the
principal business office of BSSGF Ltd. is Walkers Attorneys-at-Law, P.O. Box
265GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands.
Item 2(c) Citizenship:
(i) BSSGF L.P. is a New York limited partnership;
(ii) Brown Simpson Capital is a New York limited liability
company;
(iii) BSSGF Ltd. is a Cayman Islands corporation; and
(iv) Brown Simpson Asset Management is a New York limited
liability company.
Item 2(d) Title of Class of Securities:
Common Stock, $.001 par value (the "Shares")
<PAGE>
Page 7 of 10 Pages
Item 2(e) CUSIP Number:
64110J101
If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
Item 3.
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) Amount Beneficially Owned:
As of March 8, 2000, each of the Reporting Persons may be deemed
the beneficial owner of the following number of Shares:
(i) Each of BSSGF L.P. and Brown Simpson Capital may be deemed
to be the beneficial owner of 1,003,100 Shares. This number consists of (1)
595,000 Shares held for the account of BSSGF L.P. and (2) 408,100 Shares to be
issued upon the exercise of 408,100 warrants held for the account of BSSGF L.P.
(ii) Each of BSSGF Ltd. and Brown Simpson Asset Management may be
deemed to be the beneficial owner of 1,862,900 Shares. This number consists of
(1) 1,105,000 Shares held for the account of BSSGF Ltd. and (2) 757,900 Shares
to be issued upon the exercise of 757,900 warrants held for the account of BSSGF
Ltd.
Item 4(b) Percent of Class:
(i) The number of Shares of which each of BSSGF L.P. and Brown
Simpson Capital may be deemed to be the beneficial owner constitutes
approximately 3.46% of the total number of Shares outstanding (assuming the
exercise of 408,100 warrants held for the account of BSSGF L.P.).
(ii) The number of Shares of which each of BSSGF Ltd. and Brown
Simpson Asset Management may be deemed to be the beneficial owner constitutes
approximately 6.43% of the total number of Shares outstanding (assuming the
exercise of 757,900 warrants held for the account of BSSGF Ltd.).
Item 4(c) Number of shares as to which such person has:
BSSGF L.P.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,003,100
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,003,100
<PAGE>
Page 8 of 10 Pages
Brown Simpson Capital
---------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,003,100
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,003,100
BSSGF Ltd.
----------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,862,900
(iii)Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,862,900
Brown Simpson Asset Management
------------------------------
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,862,900
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,862,900
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
(i) The partners of BSSGF L.P. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held by BSSGF L.P. in accordance with their partnership interests in
BSSGF L.P.
(ii) The shareholders of BSSGF Ltd. have the right to
participate in the receipt of dividends from, or proceeds from the sale of, the
securities held by BSSGF Ltd. in accordance with their ownership interests in
BSSGF Ltd.
BSSGF L.P. expressly disclaims beneficial ownership of any Shares,
including the securities, held for the account of BSSGF Ltd. BSSGF Ltd.
expressly disclaims beneficial ownership of any Shares, including the
securities, held for the account of BSSGF L.P.
<PAGE>
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:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below each signatory certifies that, to the best of
his/its 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>
Page 10 of 10 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: March 9, 2000 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.
By: Brown Simpson Capital, LLC
Its General Partner
By: /S/ PETER D. GREENE
----------------------------------
Peter D. Greene
Its Member
Date: March 9, 2000 BROWN SIMPSON CAPITAL, LLC
By: /S/ PETER D. GREENE
---------------------------------------
Peter D. Greene
Its Member
Date: March 9, 2000 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.
By: Brown Simpson Asset Management, LLC
By: /S/ PETER D. GREENE
---------------------------------------
Peter D. Greene
Its Member
Date: March 9, 2000 BROWN SIMPSON ASSET MANAGEMENT, LLC
By: /S/ PETER D. GREENE
---------------------------------------
Peter D. Greene
Its Member
