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Previous: BUCKEYE TECHNOLOGIES INC, 10-K, EX-27.1, 2000-09-25 |
Next: HODGSON RUSS ANDREWS WOODS & GOODYEAR LLP/FA, SC 13D, 2000-09-25 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. __)*
GLOBALNETCARE, INC.
(Name of Issuer)
Common Shares, par value $.001 per share
37937Q 10 2
(CUSIP Number)
Faris Heddo
117 Gun Avenue, Pointe-Claire, Quebec H9R 3X2
(514) 693-0877
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2000
(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 § 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check the following box __.
*The remainder of this cover page shall be filed 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).
CUSIP No. 37937Q 10 2
Page 2
1. Name of Reporting Person
SS or IRS Identification No. of above person (entities only)
Faris Heddo
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
---
(b)
---
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
---
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 19,935,571
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
19,935,571
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,935,571
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* X
-
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.0 %
14. TYPE OF REPORTING PERSON*
IN
This statement relates to beneficial ownership, as provided in Rule 13(d)-3 of the Securities and Exchange Commission, of common shares, $.001 par value per share ("Shares"), of GlobalNetCare, Inc., a Florida corporation ("GlobalNet"). The offices of GlobalNet are located at Suite 204, 65 Brunswick, Dollard Des Ormeaux, Quebec, Canada H9B 2N4.
(a) This statement is filed by Faris Heddo.
(b) Faris Heddo's business address is 117 Gun Avenue, Pointe-Claire, Quebec H9R 3X2.
(c) As of September 12, 2000, Faris Heddo's principal occupation is President and Chief Executive Officer of GlobalNetCare, Inc.
(d) During the past five years, Faris Heddo has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, subjected him to any 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.
(e) During the past five years, Faris Heddo has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which, as a result of such proceeding, subjected him to any 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.
(f) Faris Heddo is a citizen of Canada.
Reference is made to the information under the heading "SHARE EXCHANGE AGREEMENT - BUSINESSWAY COMPUTER CENTRE, INC. AND COR-BIT PERIPHERALS, INC." appearing under “Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION” appearing in the Form 10-QSB of GlobalNet for the period ended June 30, 2000, as filed with the Securities and Exchange Commission (the "Acquisition Information"), and the Acquisition Information is hereby incorporated by reference.
Under the terms of the acquisition described in the Acquisition Information (the "Acquisition"), GlobalNet issued 18,835,571 of its Special Voting Shares ("Special Voting Shares") to Faris Heddo, and 3739007 Canada Ltd. issued 18,835,571 of its Class "A" Preference Shares ("Preferred Shares") as consideration for the exchange of 1,439,113 shares of Businessway Computer Centre, Inc. ("Businessway") owned by Faris Heddo. Pursuant to the terms of the Acquisition, GlobalNet has issued options to Faris Heddo to purchase 600,000 Common Shares at $.50 pre share and to purchase 500,000 Common Shares at $1.00 per share (collectively, the "Options") as consideration for his agreement to serve as President, Chief Executive Officer, and a Director of GlobalNet. The Options were issued on September 12, 2000 and are exercisable for a period of 15 years from the date of grant.
Faris Heddo entered into the transaction described in the Acquisition Information for the purpose of investing in the Special Voting Shares and the Preferred Shares and for the purpose of pursuing the business of Cor-bit Peripherals, Inc. ("Cor-bit") as a manufacturer and wholesaler of its computers under the name "Cor-bit", and as a developer of internet software that includes an online store, an auction website, a business to business model and data based software for products, and an access based inventory management software link that can be used as a just-in-time management tool. Cor-bit sells its computers at a wholesale level to Businessway, who retails the computers through Businessway's chain of retail franchise stores. GlobalNet did not acquire the franchise retail operations of Businessway, which will be retained by the principals of Businessway.
As a result of the Acquisition, Faris Heddo became President, Chief Executive Officer, and a Director of GlobalNet, and Michelle Scott (who is married to Mr. Heddo) became Vice-President, Secretary and a Director of GlobalNet. Mr. Heddo is the sole director and officer of Businessway, and Ms. Scott is the sole officer and director of Cor-bit. In connection with the closing of the Acquisition, Patrick Power and Nick Pedafronimos resigned as directors and officers of GlobalNet and its subsidiaries. Subject to obtaining necessary approvals and completing necessary filings, GlobalNet will change its name to "Businessway International Corp."
Faris Heddo holds the Preferred Shares and the Special Voting Shares for long-term investment purposes. Nevertheless, he will continually evaluate the business, financial condition, and prospects of GlobalNet, the market price of the Shares, return on his investment, alternative investments, conditions in the economy and his need for liquidity in his investments with a view toward determining whether to hold, decrease, or increase his investment in Shares. From time to time, based upon this continuing evaluation, he may sell some or all of his Shares, or he may purchase additional Shares, at varying prices on the open market, in privately negotiated transactions, through the exercise of the Option, and/or in other transactions.
Except as described above, Faris Heddo has not made any plans or proposals which relate to or would result in: (i) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation involving the Company or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Company; (iii) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number of or term of Directors or to fill any existing vacancies on the Board; (iv) any material change in the Company's present capitalization or dividend policy; (v) any material change in the Company's business or corporate structure; (vi) changes in the Company's charter, by-laws, or instruments corresponding thereto or actions which may impede the acquisition of control of the Company by any person; (vii) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those enumerated in this paragraph.
(a) Faris Heddo owns beneficially, as determined under the rules and regulations of the Securities and Exchange Commission, 19,935,571 Shares. The Shares that are deemed to be beneficially owned by Faris Heddo include: 18,835,571 Preferred Shares (that are convertible into Shares on a one for one basis); 18,835,571 Special Voting Shares (that have voting rights equivalent to Shares and will be called by GlobalNet upon the conversion of the Preferred Shares), and the Options (that are currently exercisable to purchase up to 1,100,000 Shares). The Shares that are deemed to be beneficially owned by Ferris Heddo do not include 13,088,320 Special Voting Shares, 13,088,320 Preferred Shares, or options to purchase 1,100,000 Common Shares owned by Mr. Heddo‘s wife, Michele Scott. Mr. Heddo and Ms. Scott have entered into a separation agreement, and each of them disclaims beneficial ownership of securities owned by the other.
As of September 12, 2000, the Shares beneficially owned by Faris Heddo are equivalent to 36.0% % of the outstanding Shares of GlobalNet. For the purposes of calculation of the outstanding Shares of GlobalNet, its outstanding shares on that date are deemed to include: 16,283,127 Shares that are issued and outstanding; 37,923,821 Special Voting Shares that are issued and outstanding and that have voting rights similar to Shares; and 1,100,000 Shares that may be purchased by Faris Heddo upon exercise of the Options.
(b) Faris Heddo has sole power to vote and dispose of the Shares beneficially owned by him.
(c) For a description of the terms under which Faris Heddo acquired the Shares beneficially owned by him, see the Acquisition Information described above. Except as indicated in this Schedule 13D, Faris Heddo has not effected any transactions in Shares during the preceding 60 days.
Reference is made to the Acquisition Information described above, which is incorporated herein by reference.
Reference is made to Exhibit 10.1, “Share Exchange Agreement between the Company, 3739007 Canada Ltd., BusinessWay Computer Centre Inc., Cor-Bit Peripherals Inc., Faris Heddo, Michele Scott, the Shareholders of Cor-Bit Peripherals Inc. and the Shareholders of BusinessWay Computer Centre Inc., dated for reference June 30, 2000,” as filed with the Form 10-QSB of GlobalNet for the period ended June 30, 2000, is hereby incorporated herein as an exhibit to this Schedule 13D.
After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.
Date: September 22, 2000 /s/ Faris Heddo
________________________________
Faris Heddo
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations.</b></p>
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