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SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Hollywood Partners.com, Inc.
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(Name of Issuer)
Common Stock, par value $.0001
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(Title of Class of Securities)
435904107
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(CUSIP Number)
DYDX Consulting LLC
c/o Nightingale Conant Corporation
7300 North Lehigh Avenue
Niles, Illinois 60714
Attention: Nikolas Konstant
(847) 647-0306
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 20, 2000
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(Date of Event which Requires Filing of this Statement)
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(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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. 435904107 13D PAGE 2 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
DYDX Consulting LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X](1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
-0-
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,619,629 (2)(3)
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-0-
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,619,629 (2)(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,619,629 (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55%(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
OO Limited Liability Company
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(1) See disclaimer in Item 5 below.
(2) As described in Item 2 below, as of the date of this filing, based on
public information currently available, Vitafort International Corporation
("Vitafort") owns 4,619,629 shares; Nikolas Konstant owns 6% of the shares
of common stock of Vitafort individually, DYDX Consulting LLC ("DYDX")
owns 42% of the shares of common stock of Vitafort, which may be
attributed to Mr. Konstant as the sole member and manager of DYDX.
(3) Through the direct and indirect ownership of 48% of the shares of common
stock of Vitafort, Mr. Konstant or DYDX may be deemed to have shared
voting and shared dispositive power over the 4,619,629 shares of the
Company owned by Vitafort.
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CUSIP NO. 435904107 13D PAGE 3 OF 6 PAGES
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1 NAMES OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Nikolas Konstant
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) [ ]
(b) [X](1)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF
280,000
SHARES -----------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
4,619,629 (2)(3)
OWNED BY EACH -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
280,000
PERSON -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
4,619,629 (2)(3)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,899,629 (2)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
59%(2)
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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(1) See disclaimer in Item 5 below.
(2) As described in Item 2 below, as of the date of this filing, based on
public information currently available, Vitafort International Corporation
("Vitafort") owns 4,619,629 shares; Nikolas Konstant owns 6% of the shares
of common stock of Vitafort individually, DYDX Consulting LLC ("DYDX")
owns 42% of the shares of common stock of Vitafort, which may be
attributed to Mr. Konstant as the sole member and manager of DYDX.
(3) Through the direct and indirect ownership of 48% of the shares of common
stock of Vitafort, Mr Konstant (or DYDX) may be deemed to have shared
voting and shared dispositive power over the 4,619,629 shares of the
Company owned by Vitafort.
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Item 1. Security and Issuer.
The title of the class of the equity securities to which this Statement
relates is the Common Stock, par value $.0001 per share (the "Common Stock"), of
Hollywood Partners.com, Inc. (the "Company"). The address of the principal
executive offices of the Company is 1800 Avenue of the Stars, Suite 480, Los
Angeles, California 90067.
Item 2. Identity and Background.
(a) The record holder of the 280,000 shares of Common Stock to which
this Statement relates is Nikolas Konstant. Mr. Konstant owns 80,000 shares
of Common Stock of the Company, and has been granted warrants to purchase
200,000 shares of Common Stock of the Company. The record holder of the
4,619,629 shares of Common Stock to which this Statement relates is
Vitafort International Corporation, a Delaware corporation ("Vitafort").
DYDX Consulting LLC, an Illinois limited liability company ("DYDX") and Mr.
Konstant are record holders of certain shares of Common Stock of Vitafort.
Mr. Konstant is the sole member/manager of DYDX. DYDX is the beneficial
owner of 42% of the shares of Common Stock of Vitafort, and Nikolas
Konstant is the beneficial owner of 48% of the shares of Common Stock of
Vitafort. All of the outstanding membership interests in DYDX are held by
Mr. Konstant, who is also the sole manager of DYDX. DYDX and Mr. Konstant
are referred to in this statement collectively as the "Reporting Persons."
(b) The business address of each of the Reporting Persons is 7300
North Lehigh Avenue, Niles, Illinois 60714.
(c) The principal business of DYDX is investment and business and
financial advisory and consulting. Mr. Konstant is a private investor and
provides business and financial advisory and consulting services.
(d) During the last five years, none of the Reporting Persons has
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors).
(e) During the last five years, none of the Reporting Persons was a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, the federal or state
securities laws or finding any violation with respect to such laws.
(f) Mr. Konstant is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Konstant acquired 80,000 shares of the Company as compensation for
services rendered to the Company, representing approximately 1% of the Company.
Mr. Konstant was granted warrants to purchase 200,000 shares of the Company on
September 29, 1999, which are currently exercisable and expire on September 28,
2002, representing approximately 2.4% of the Company.
Vitafort acquired 5,000,000 shares of the Company pursuant to a Share
Exchange and Reorganization Agreement dated September 13, 1999. As of the date
of this filing, based on public information currently available, Vitafort owns
4,619,629 shares of the Company. Mr. Konstant acquired 297,000 shares of Common
Stock of Vitafort using personal funds, representing approximately 6% of
Vitafort. DYDX exchanged 375,000 shares of common stock of Electric City
Corporation for 6,000,000 shares of Common Stock of Vitafort plus an irrevocable
proxy to vote 1,813,795 shares of Common Stock of Vitafort pursuant to a Stock
Swap Agreement, dated April 20, 2000, representing approximately 42% of
Vitafort.
Item 4. Purpose of Transaction.
The Reporting Persons hold the Common Stock to which this Statement
relates for purposes of investment. None of the Reporting Persons presently has
any plan or proposal which relates to or would result in any transaction of the
types described in Item 4 (a) through (j) of Schedule 13D.
(Page 4 of 6 Pages)
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Item 5. Interest in Securities of the Issuer.
(a) The following table sets forth the aggregate number and
percentage of the Common Stock which may, pursuant to Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Securities Act"), be deemed to
be beneficially owned by each Reporting Person.
<TABLE>
<CAPTION>
Reporting Person Shares Beneficially Owned Percentage Beneficial Ownership
---------------- ------------------------- -------------------------------
<S> <C> <C>
DYDX Consulting LLC 4,619,629 (3) 55%
Nikolas Konstant 4,899,629 (3) 59%
</TABLE>
(b) The power to vote and the power to dispose of the 4,619,629
shares of Common Stock is shared with Vitafort. The business
address of Vitafort is 1800 Avenue of the Stars, Suite 480, Los
Angeles, California 90067. The principal business of Vitafort is
developing and marketing healthy snacks under company owned
brands. To the knowledge of the Reporting Persons: (i) during the
last five years, Vitafort has not been convicted in a criminal
proceeding (excluding traffic violations and similar
misdemeanors; and (ii) during the last five years, Vitafort was
not a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, the federal or state securities laws or finding any
violation with respect to such laws.
Neither the filing of this Statement nor its contents shall be
deemed an admission that the Reporting Persons are part of a
"group" with Vitafort (as defined in Item 2), and the Reporting
Persons expressly disclaim formation of a "group" with Vitafort
and expressly disclaim beneficial ownership of the Common Stock
held by Vitafort.
(c) Not Applicable.
(d) The following table sets forth the persons 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
4,619,629 shares of Common Stock held of record by Vitafort,
and the 280,000 shares of Common Stock held of record by Mr.
Konstant.
Person Percentage Interest
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Nikolas Konstant (3) 100%
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not Applicable.
Item 7. Material to Be Filed as Exhibits.
Not Applicable.
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(3) Through the direct and indirect ownership of 48% of the shares of
common stock of Vitafort, Mr. Konstant (or DYDX) may be deemed to have
shared voting and shared dispositive power over the 4,619,629 shares of
the Company owned by Vitafort.
(Page 5 of 6 Pages)
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SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and
belief, each Reporting Persons certifies that the information set forth in this
Statement is true, complete and correct.
August 21, 2000 DYDX Consulting LLC
By /s/ Nikolas Konstant
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Nikolas Konstant
Managing Member
/s/ Nikolas Konstant
August 21, 2000 ------------------------------
Nikolas Konstant
(Page 6 of 6 Pages)
