<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
SCHEDULE 13G
-------------------------
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
MILESTONE SCIENTIFIC INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
59935P100
(CUSIP NUMBER)
DECEMBER 31, 1998
- --------------------------------------------------------------------------------
(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 ("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).
<PAGE>
CUSIP NO. 59935P100 13G Page 2 of 12 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 381,921
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 381,921
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 381,921
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.3%
12. TYPE OF REPORTING PERSON*: PN
- ------------------------------
* See Instructions before filling out!
<PAGE>
CUSIP NO. 59935P100 13G Page 3 of 12 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 418,371
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 418,371
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 418,371
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 4.7%
12. TYPE OF REPORTING PERSON*: CO
- ------------------------------
* See Instructions before filling out!
<PAGE>
CUSIP NO. 59935P100 13G Page 4 of 12 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Tradewinds 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: British Virgin Islands
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 234,995
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 234,995
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 234,995
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.7%
12. TYPE OF REPORTING PERSON*: CO
- ------------------------------
* See Instructions before filling out!
<PAGE>
CUSIP NO. 59935P100 13G Page 5 of 12 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Little Wing Too, L.P., 06-1520333
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 36,450
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 36,450
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 36,450
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 0.4%
12. TYPE OF REPORTING PERSON*: PN
- ------------------------------
* See Instructions before filling out!
<PAGE>
CUSIP NO. 59935P100 13G Page 6 of 12 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 234,995
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 234,995
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 234,995
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 2.7%
12. TYPE OF REPORTING PERSON*: CO
- ------------------------------
* See Instructions before filling out!
<PAGE>
CUSIP NO. 59935P100 13G Page 7 of 12 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL SECURITY
OF ABOVE PERSON (ENTITIES ONLY): Parker Quillen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 653,366
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 653,366
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 653,366
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES:* |_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 7.4%
12. TYPE OF REPORTING PERSON*: IN
- ------------------------------
* See Instructions before filling out!
<PAGE>
CUSIP NO. 59935P100 13G Page 8 of 12 Pages
Schedule 13G of Little Wing, L.P ("Little Wing"), Quilcap Corp.
("Quilcap Corp."), Tradewinds Fund Ltd. ("Tradewinds"), Quilcap International
Corp. ("Quilcap International"), Little Wing Too, L.P. ("Little Wing Too") and
Parker Quillen with respect to the common stock, par value $.0001 per share
(the "Common Shares") of Milestone Scientific Inc. (the "Company").
ITEM 1 (a) NAME OF ISSUER:
Milestone Scientific Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
220 South Orange Avenue, Livingston Corporate Park,
Livingston, New Jersey 07039
ITEM 2 (a) NAME OF PERSON FILING:
Little Wing, L.P. ("Little Wing")
Quilcap Corp. ("Quilcap Corp.")
Tradewinds Fund Ltd. ("Tradewinds")
Little Wing Too, L.P. ("Little Wing Too")
Quilcap International Corp. ("Quilcap International")
Parker Quillen
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Little Wing, L.P.
c/o Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Tradewinds Fund Ltd.
c/o Quilcap International Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
<PAGE>
CUSIP NO. 59935P100 13G Page 9 of 12 Pages
Quilcap International Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Little Wing Too, L.P.
c/o Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
Parker Quillen
c/o Quilcap Corp.
375 Park Avenue
Suite 1404
New York, NY 10152
ITEM 2 (c) CITIZENSHIP:
Little Wing and Little Wing Too are each limited
partnerships organized under the laws of the State of
Delaware. Quilcap Corp. and Quilcap International are each
corporations organized under the laws of the State of
Delaware. Tradewinds is a corporation organized under the
laws of the British Virgin Islands. Parker Quillen is a
citizen of the United States.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.0001 per share (the "Common Shares")
ITEM 2 (e) CUSIP NUMBER:
59935P100
ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section
3(a)(19) of the Act
(d) ( ) Investment Company registered under Section 8
of the Investment Company Act of 1940
<PAGE>
CUSIP NO. 59935P100 13G Page 10 of 12 Pages
(e) ( ) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) ( ) A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company Act;
(j) ( ) A Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box. |X|
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
653,366
(b) Percentage of Class:
7.4% (based on the 8,817,882 Common Shares reported to
be outstanding in the Company's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1998).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
653,366
(iii) sole power to dispose or to direct the disposition
of : -0-
(iv) shared power to dispose to direct the disposition
of: 653,366
Quilcap Corp. is the general partner of each of Little Wing and Little
Wing Too. Quilcap International is the investment manager to Tradewinds. Little
Wing and Little Wing Too each have the power to vote and dispose of their
respective Common Shares, which power may be exercised by Parker Quillen, as
President of Quilcap Corp., the general partner to both entities. Tradewinds has
the power to vote and dispose of the Common Shares owned by it, which power may
be exercised by Parker Quillen, as President of Quilcap International, the
investment manager to Tradewinds.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
<PAGE>
CUSIP NO. 59935P100 13G Page 11 of 12 Pages
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON
Not applicable.
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. (if filing pursuant to Rule 13d-1(c))
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. 59935P100 13G Page 12 of 12 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.
Dated: February 9, 1999
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
----------------- ---------------------
Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: /s/Parker Quillen By: /s/Parker Quillen
----------------- ---------------------
Parker Quillen, President Parker Quillen, President
LITTLE WING TOO, L.P.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen /s/Parker Quillen
----------------- ---------------------
Parker Quillen, President Parker Quillen
