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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
COMPUTER MARKETPLACE(R), INC.
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(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
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(Title of Class of Securities)
205216
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(CUSIP Number)
Elliot Loewenstern, President
Victoria Holdings, Inc.
6700 North Andrews Avenue
Suite 500
Ft. Lauderdale, FL 33309
(954) 351-4200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JULY 14, 1997
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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 Statement because of Rule
13d-1(b)(3) or (4), check the following box:[ ]
Check the following box if a fee is being paid with the
Statement:[ ]
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 information required on the remainder of this cover page shall not be deemed
"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.
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CUSIP NO. 205216 13D
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(1) NAME OF REPORTING PERSON
Victoria Holdings, Inc.
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(A) [XX]
(B) [ ]
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
PF
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
X
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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: (7) SOLE VOTING POWER
: (a) 1,000,000
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: (8) SHARED VOTING POWER
NUMBER OF SHARES : 150,000 See answer to Item 5(b)
BENEFICIALLY :_______________________________________
OWNED BY EACH REPORTING : (9) SOLE DISPOSITIVE POWER
PERSON WITH : (a) 1,000,000
:---------------------------------------
: (10) SHARED DISPOSITIVE POWER
: 150,000 See answer to Item 5(b)
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
(a) 1,150,000
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(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
(a) 85%
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(14) TYPE OF REPORTING PERSON
CO;IN
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement on Schedule 13D
relates is as follows:
Common stock, par value $.0001, (the "Company Common Stock") of
Computer Marketplace, Inc., a Delaware Corporation (the "Company" or the
"Issuer").
The principal executive office of the Company are located at
1490 Railroad Street, Corona, California 91720.
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 1 to Schedule 13D is filed by Victoria Holdings,
Inc., a corporation organized under the laws of the State of Delaware ("Victoria
Holdings"). Victoria Holding's principal business is providing corporate finance
assistance and consulting services to businesses. Its principal office is at
6700 North Andrews Avenue, Suite 500, Ft. Lauderdale, FL 33309.
(a) The executive officers and directors of Victoria Holdings are
Elliot A. Loewenstern, who is the President and director, and Richard Bronson,
who is the Secretary/Treasurer and director. The controlling shareholders are
Elliot A. Loewenstern and Shelley Loewenstern, as Tenants by the Entireties and
the Richard Bronson Trust, of which Mr. Richard Bronson is the Trustee.
(b) The business address for both Mr. Loewenstern and Mr. Bronson
is 6700 North Andrews Avenue, Suite 500, Ft. Lauderdale, FL 33309.
(c) Both Mr. Loewenstern and Mr. Bronson are in the investment
banking business.
(d) None.
(e) In 1993, the Securities and Exchange Commission filed a complaint
against both Elliot Loewenstern and Richard Bronson as principals of Biltmore
Securities, Inc., alleging violations of Section 17(a) of the Securities Act of
1933, Section 10(b) and 15(c) of the Securities Exchange Act of 1934, and Rules
10b-5, 10b-
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6 and 15cl-2 promulgated thereunder. On July 22, 1995, the complaint was
dismissed, with prejudice, as to both Mr. Loewenstern and Mr. Bronson. Mr.
Bronson agreed to a suspension from associating in any supervisory capacity with
any broker, dealer, municipal securities dealer, investment advisor or
investment company for a period of twelve (12) months from the beginning of said
suspension. Mr. Loewenstern also agreed to a suspension from associating in any
supervisory capacity with any broker, dealer, municipal securities dealer,
investment advisor or investment company for a period of twelve (12) months
commencing upon the expiration of Mr. Bronson's suspension.
(f) Citizenship: Messrs. Loewenstern and Bronson and Mrs.
Loewenstern are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of the funds are personal funds of the executive officers
and directors of Victoria Holdings, Elliot A. Loewenstern, President and
director, and Richard Bronson, the Secretary/Treasurer and director.
ITEM 4. PURPOSE OF THE TRANSACTION
The initial acquisition of the securities of the Issuer was as
consideration for the consulting services rendered to the Company by Victoria
Holdings. The acquisition of shares which are the subject of this Amendment to
Schedule 13D was for investment purposes. Subject to many factors, including the
Issuer's financial condition, its prospects, the market in general, other
investment opportunities and developments concerning Victoria Holdings'
business, additional securities of the Issuer may be purchased or sold.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Based upon current information available, there were 1,352,424 shares
of Company Common Stock issued and outstanding on the reporting date of this
Statement.
(a) On December 31, 1996, Victoria Holdings, pursuant to an Option
Agreement, was issued options to purchase 6,000,000 shares of Company Common
Stock, which are exercisable at $.166667 beginning on December 31, 1996 for a
term of five (5) years. Based upon current information available, the Company's
Board of Directors and shareholders approved a 1-for-6 reverse stock split in
April, 1997. Therefore, Victoria Holdings now holds options to
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purchase 1,000,000 shares of Company Common Stock at $1.00 per share. In
addition, On July 14, 1997, both Mr. Bronson and Mr. Loewenstern purchased
75,000 shares each on the open market at $1.00 per share. The aggregate number
of shares of common stock directly or indirectly beneficially owned by Victoria
Holdings, Richard Bronson and Elliot A. Loewenstern (including the options)
constitutes 85% of the current issued and outstanding shares of Company Common
Stock.
(b) Victoria Holdings, through Elliot A. Loewenstern and Shelley
Loewenstern, as Tenants by the Entireties, and/or The Richard Bronson Trust, has
sole power to vote or direct the vote and sole power to dispose or direct the
disposition of the Company Common Stock owned by Victoria Holdings upon exercise
of the Options. Mr. Elliot A. Loewenstern has sole power to vote or direct the
vote and sole power to dispose or direct the disposition of 75,000 shares of the
Company Common Stock owned by him. Mr. Richard Bronson has sole power to vote or
direct the vote and sole power to dispose or direct the disposition of 75,000
shares of the Company Common Stock owned by him.
(c) There were no other transactions, other than as listed in 5(a)
above, effected by Victoria Holdings during the last 60 days involving Company
Common Stock.
(d) N/A
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Other than the consulting agreement entered into by Victoria Holdings
with the Issuer on December 9, 1996, there are no other arrangements,
understandings or relationships with respect to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement on Schedule 13D is
true, complete and correct as of the date hereof.
Dated: 8/10/97
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VICTORIA HOLDINGS, INC.
By: /s/ Elliot Loewenstern
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Name: Elliot Loewenstern
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Title: President
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/s/ Elliot Loewenstern
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ELLIOT LOEWENSTERN
/s/ Richard Bronson
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RICHARD BRONSON
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The undersigned hereby agree that this Amendment No. 1 to Schedule 13D
represents a joint filing on behalf of the undersigned pursuant to the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.
Dated: 8/10/97
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VICTORIA HOLDINGS, INC.
By: /s/ Elliot Loewenstern
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Name: Elliot Loewenstern
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Title: President
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/s/ Elliot Loewenstern
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ELLIOT LOEWENSTERN
/s/ Richard Bronson
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RICHARD BRONSON
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