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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
VALUESTAR CORPORATION
(Name of Issuer)
Series B Convertible Preferred Stock
(Title of Class of Securities)
919910 10 9
(CUSIP Number)
Denis T. Rice, Esq.
Howard Rice Nemerovski Canady Falk & Rabkin,
A Professional Corporation
Three Embarcadero Center, Suite 700
San Francisco, CA 94111
(415) 434-1600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 9, 1999
(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), (f) or (g), check the following box [].
Check the following box if a fee is being paid with this
statement [X]. (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
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 the disclosures provided
in a prior cover page.
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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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1 Name of Reporting Person ECOMPANIES VENTURE GROUP, L.P.
IRS Identification No. of Above Person 95-4755457
2 Check the Appropriate Box if a Member of a Group (a) []
(b) []
3 SEC USE ONLY
4 Source of Funds WC
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization Delaware
7 Sole Voting Power 3,457,150*
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 3,457,150*
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
345,715 shares of Series B Convertible Preferred Stock
convertible into 3,457,150 shares of common stock*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11
24.8%
14 Type of Reporting Person PN
*See Item 5 below
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1 Name of Reporting Person Steven A. Ledger
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) []
(b) []
3 SEC USE ONLY
4 Source of Funds
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
7 Sole Voting Power 3,457,150*
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 3,457,150*
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
345,715 shares of Series B Convertible Preferred Stock
convertible into 3,457,150 shares of common stock*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11
24.8%
14 Type of Reporting Person IN
*See Item 5 below
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1 Name of Reporting Person Timothy M. Spicer
IRS Identification No. of Above Person ###-##-####
2 Check the Appropriate Box if a Member of a Group (a) []
(b) []
3 SEC USE ONLY
4 Source of Funds
5 Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization USA
7 Sole Voting Power 3,457,150*
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power
9 Sole Dispositive Power 3,457,150*
10 Shared Dispositive Power
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
345,715 shares of Series B Convertible Preferred Stock
convertible into 3,457,150 shares of common stock*
12 Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares
13 Percent of Class Represented by Amount in Row 11
24.8%
14 Type of Reporting Person IN
*See Item 5 below
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Item 1. Security and Issuer
This Schedule 13D relates to 345,715 shares of Series B
Convertible Preferred Stock convertible into 3,457,150 shares of
Common Stock of Valuestar Corporation, a Colorado corporation
(the "Issuer"). The address of the principal executive office of
the Issuer is 360-22nd Street, Suite 210, Oakland, California
94612.
Item 2. Identity and Background
(a), (b), (c) and (f). This Schedule 13D is filed on
behalf of eCompanies Venture Group, L.P., a Delaware limited
partnership ("eCompanies"), Steven A. Ledger and Timothy M.
Spicer.
eCompanies is a limited partnership organized under the
laws of the State of Delaware. Steven A. Ledger and Timothy M.
Spicer are the general partners of eCompanies. eCompanies'
principal business is a private investment limited partnership.
The principal business address of eCompanies is 2120 Colorado
Blvd., Santa Monica, California 90404.
Mr. Ledger is a citizen of the USA and one of the general
partners of eCompanies. Mr. Ledger's principal business is
acting as general partner of eCompanies. His business address is
2120 Colorado Blvd., 4th Floor, Santa Monica, California 90404.
Mr. Spicer is a citizen of the USA and one of the general
partners of eCompanies. Mr. Spicer's principal business is
acting as general partner of eCompanies. His business address is
2120 Colorado Blvd., 4th Floor, Santa Monica, California 90404.
(d) and (e). To the best knowledge of the reporting
persons, none of the entities or individuals identified in this
Item 2 has been convicted, during the past five years, of any
criminal proceeding (excluding traffic violations or similar
misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction nor 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, federal or state
securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
Beneficial ownership of the reported securities was
acquired by eCompanies through the utilization of working
capital. The amount paid was $6,050,012.50.
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Item 4. Purpose of Transaction.
The securities covered by this Schedule 13D were acquired
by eCompanies for investment purposes. Depending upon market
conditions and other factors, the reporting persons may acquire
additional securities of the Issuer, in the open market, in
privately negotiated transactions or otherwise. Alternatively,
depending upon market conditions and other factors, the reporting
persons may, from time to time, dispose of some or all of the
securities of the Issuer that they beneficially own.
Other than as set forth in this statement, the reporting
persons have no present plans or proposals that relate to or
would result in any of the consequences listed in paragraphs (a)
- -(j) of Item 4 of Schedule 13D, or any agreement regarding such
matters, although they may in the future take actions that would
have such consequences.
Item 5. Interest in Securities of the Issuer
(a), (b) According to the Issuer, there were
10,467,906 shares of Common Stock issued and outstanding on
December 13, 1999. Based on such information, eCompanies'
ownership of 345,715 shares of Series B Convertible Preferred
Stock, convertible into 3,457,150 shares of Common Stock, results
in beneficial ownership of 24.8% of the outstanding Common Stock
(computed in accordance with Rule 13d-3(d) under the Securities
Exchange Act of 1934).
Voting and investment power concerning the above shares
are held solely by eCompanies. As the general partners of
eCompanies, Messrs. Ledger and Spicer may be deemed the
beneficial owners of the securities over which eCompanies has
voting and investment power. Although they are joining in this
Schedule as reporting persons, the filing of this Schedule shall
not be construed as an admission that either of them is, for any
purpose, the beneficial owner of any of the securities that are
beneficially owned by eCompanies.
(c) During the 60 days preceding the date of this
Schedule 13D, none of eCompanies, Mr. Ledger or Mr. Spicer has
purchased any shares of the Issuer's Common Stock on the open
market.
(d) Not Applicable.
(e) Not Applicable
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
The relative rights and preferences of the Series B
Convertible Preferred Stock are set forth in a Certificate of
Designation of Series B Convertible Preferred Stock filed with
the Colorado Secretary of State on December 7, 1999 (the
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"Certificate of Designation"). eCompanies and the Issuer, among
others, have entered into a (a) Series B Preferred Stock Purchase
Agreement, dated as of December 8, 1999 (the "Purchase
Agreement") and (b) an Investors Rights Agreement, dated as of
December 8, 1999 ("Investors Rights Agreement").
So long as at least 200,000 shares of Series B
Convertible Preferred Stock are issued and outstanding, the
Certificate of Designation grants eCompanies the right, voting as
a separate class, to elect two members to the Issuer's Board of
Directors. Except as otherwise required by law or expressly
provided in the Certificate of Designation, each share of Series
B Convertible Preferred Stock shall be entitled to vote on all
matters submitted or required to be submitted to a vote of the
shareholders and shall be entitled to the number of votes equal
to the number of whole shares of Common Stock into which such
shares of Series B Convertible Preferred Stock are convertible.
Item 7. Material to be Filed as Exhibits
(a)Series B Preferred Stock Purchase Agreement, dated as
of December 8, 1999, among the Issuer, eCompanies and the other
parties thereto.*
(b)Certificate of Designation of Series B Convertible
Preferred Stock of the Issuer filed December 7, 1999.*
(c)Investors Rights Agreement, dated as of December 8,
1999, among the Issuer, eCompanies and the other parties
thereto.*
* Incorporated by reference to the documents filed as Exhibits to
the Issuer's Form 8K filed with the Commission on December 13,
1999.
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Signatures
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and
correct.
DATED: December 22, 1999.
eCOMPANIES VENTURE GROUP, L.P.
By: /s/ Steven A. Ledger
_____________________________
Steven A. Ledger;
its general partner
/s/ Steven A. Ledger
______________________________
Steven A. Ledger
/s/ Timothy M. Spicer
______________________________
Timothy M. Spicer
