UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EURBID.COM, INC.
(Name of Issuer)
Common Stock, par value $.01
(Title of Class of Securities)
298438102
(CUSIP Number)
Randall W. Heinrich
1000 Louisiana, Suite 6905
Houston, Texas 77002
713-951-9100
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 17, 2000
(Date of Event which Requires Filing of this Statement)
If this 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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting 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.)
*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).
<PAGE>
SCHEDULE 13D
CUSIP No. 298438102
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1) Names of Reporting Person
Roger W. Cope
I.R.S. Identification Nos. of Above Persons (entities only)
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2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds:
OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
N/A
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6) Citizenship or place of Organization:
UNITED STATES
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(7) Sole Voting Power
Number of 25,095
Shares
Bene- __________________________________________________
ficially (8) Shared Voting Power
owned by -0-
Each
Report- ___________________________________________________
ing Person (9) Sole Dispositive Power
With 25,095
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(10) Shared Dispositive Power
-0-
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11) Aggregate Amount Beneficially Owned by Each
Reporting Person:
25,095
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12) Check if the Aggregate Amount in Row (11) excludes
certain shares:
[X]
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13) Percent of Class Represented by Amount in Box (11):
Less than three tenths of one percent
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14) Type of Reporting Person
IN
ITEM 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock") issued by
Eurbid.com, Inc., a Delaware corporation (the "Company"), which has its
principal executive offices at 1590 Corporate Drive, Costa Mesa, California
92626.
ITEM 2. Identity and Background
This Statement is being filed by Roger W. Cope (the "Reporting
Person"), whose principal business address is 5663 East 9 Mile Road, Warren,
Michigan 48091. The Reporting Person is principally engaged as Vice President -
Business Development of Lamb Technicon Machining Systems. The Reporting Person
is a United States citizen. During the last five years, the Reporting Person has
not been convicted in a criminal proceeding. During the last five years, the
Reporting Person has not has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, is or was 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
The Reporting Person acquired the 963,636 shares of Common Stock giving
rise to the filing of this statement in satisfaction of a loan by the Reporting
Person to the Company having an outstanding balance of $33,000 and other
consideration having a value of $20,000 (for total consideration in the amount
of $53,000). Shortly after the acquisition of these 963,636 shares, the
Reporting Person sold them in a private transaction in which the control of the
Company was transferred to another person.
ITEM 4. Purpose of Transaction
On August 31, 2000 at a Special Meeting of Stockholders, the
stockholders of the Company authorized issuances of Common Stock (the
"Discretionary Stock Issuances"), in the discretion of the Board of Directors
but subject to certain restrictions, to creditors of the Company (including
officers and directors of the Company) in satisfaction of amounts owed by the
Company to such creditors, whether in the form of loans or accrued salaries. The
Board of Directors of the Company submitted the Discretionary Stock Issuances to
the stockholder for their consideration on the belief that the Discretionary
Stock Issuances were a means by which the Company could eliminate certain
outstanding claims that could be asserted against the Company at any time and by
which the Company could eliminate certain liabilities reflected on the Company's
financial statements. At the time that the Discretionary Stock Issuances were
approved by the Board of Directors and stockholders, the Company did not have,
and appeared as if it would not have for the foreseeable future, financial
resources sufficient to satisfy these or any other liabilities of the Company.
Upon the terms and conditions approved by the Board of Directors and
stockholders, the Discretionary Stock Issuances could be made to persons
(including officers and directors of the Company) owed amounts by the Company.
The persons to be issued Common Stock, the number of shares to be issued to
them, the terms, provisions and conditions upon which the Common Stock would be
issued and the documentation memorializing the issuances were all within the
sole discretion of the Board of Directors, subject to certain restrictions.
These restrictions required that any Discretionary Stock Issuance to a director
of the Company be approved by a majority of directors other than the director to
receive the Discretionary Stock Issuance. These restrictions also required that
the number of shares of Common Stock being issued not have an aggregate market
value at the time of issuance exceeding the amount being satisfied by the Common
Stock if the Common Stock being issued were freely tradeable immediately after
issuance, or not have an aggregate market value at the time of issuance twice
the amount being satisfied by such issuance if the Common Stock being issued
were not freely tradeable immediately after issuance. The rationale for
distinguishing between freely and non-freely tradeable stock was that the
Company has generally received for the sale of non-freely tradeable Common Stock
only 50% of the then current market value of freely tradeable Common Stock. The
Discretionary Stock Issuances were not subject to adjustments increasing or
decreasing the number of shares of Common Stock comprising them based on changes
in the market value of the Common Stock after the Discretionary Stock Issuances.
Pursuant to the general authorization of stockholders and the specific
authorization of the Board of Directors, the Company issued to the Reporting
Person 963,636 shares of non-freely tradeable Common Stock on October 17, 2000
in satisfaction of a loan by the Reporting Person to the Company having an
outstanding balance of $33,000 and other consideration having a value of $20,000
(for total consideration in the amount of $53,000). The closing price for the
Common Stock on October 17, 2000 was $.11, and one-half of this closing price
(or $.055) was used in computing the number of shares of Common Stock to which
the Reporting Person was entitled to receive in connection with the
Discretionary Stock Issuance.
Effective November 15, 2000, the Reporting Person sold all of the
preceding 963,636 shares of Common Stock in a private transaction in which the
control of the Company was transferred to another person. The aggregate net
sales price for these shares was approximately $25,176.
In addition, in March and June 2000, the Reporting Person sold a total
of 21,280 shares of Common Stock (adjusted for the Company's 1-for-25 reverse
stock split) on the open market pursuant to the exemption provided for by Rule
144 under the Securities Act of 1933, for an aggregate sales price of
approximately $44,224.
ITEM 5. Interest in Securities of the Issuer
The Reporting Person individually owns 25,095 shares of Common Stock
for which he is the beneficial owner.
In addition to the above, Elizabeth Cope, the Reporting Person's
spouse, owns 480 shares of Common Stock. Pursuant to Rule 13d-3 promulgated
under the Act, the Reporting Person may be deemed the beneficial owner of the
shares of Common Stock owned by his spouse. However, the filing of this
statement shall not be construed as an admission, for purposes of Section 13(d)
and Regulation D of the Act nor for any other purpose or under any other
provision of the Act or rules promulgated thereunder, that the Reporting Person
is the beneficial owner of such shares.
Except for the acquisitions and sales of common stock described above,
the Reporting Person has not effected any transaction in or with respect to the
Common Stock during the past 60 days.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
N/A
ITEM 7. Material to be Filed as Exhibits
No Exhibits are being filed with this statement.
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: December 11, 2000
/s/Roger W. Cope
Name/Title_______________________________________
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS
OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS
(SEE 18 U.S.C. 1001).
