UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 4)
Under the Securities Exchange Act of 1934
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)
ELLLIOT LOEWENSTERN, PRESIDENT
VICTORIA HOLDINGS, INC.
6700 North Andrews Avenue, Suite 500, Ft. Lauderdale, FL 33309
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(954) 351-4200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 25, 1999
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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(b)(3) or (4), check the following box [_].
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SCHEDULE 13D
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CUSIP No. 205216 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VICTORIA HOLDINGS, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|X|
(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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Number of 7 SOLE VOTING POWER
Shares
Beneficially 250,000 shares of common stock
Owned by
Each
Reporting
Person
With
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8 SHARED VOTING POWER
374,000
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9 SOLE DISPOSITIVE POWER
250,000 shares of common stock
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10 SHARED DISPOSITIVE POWER
374,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
624,000 shares of common stock
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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)
5.7% of outstanding common shares
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14 TYPE OF REPORTING PERSON*
IN; CO
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CUSIP No. 205216 Page 3 of 7 Pages
ATTACHMENT
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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 offices of the Company are located at 1490 Railroad
Street, Corona, California 91720
ITEM 2. IDENTITY AND BACKGROUND
This Amendment No. 4 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 sole executive officer and director of Victoria Holdings is
Elliot A. Loewenstern. The controlling shareholders are Elliot A.
Loewenstern and Shelley Loewenstern, as Tenants by the Entireties.
(b) The business address for Mr. Loewenstern is 6700 North Andrews
Avenue, Suite 401, Ft. Lauderdale, FL 33309.
(c) Mr. Loewenstern is in the merchant 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
BiltmoreSecurities, 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-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
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CUSIP No. 205216 Page 4 of 7 Pages
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) Mr. Loewenstern 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.
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 the securities of the Issuer 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 approximately 11,000,000
shares of Company Common Stock issued and outstanding on the reporting date of
this Statement including approximately 9,000,000 shares of Common Stock of the
Issuer issued in a transaction on April 23, 1999 (the "Transaction").
(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 purchase 1,000,000 shares of Company
Common Stock at $1.00 per share. On July 14, 1997, both Mr. Bronson and
Mr. Loewenstern purchased 77,000 shares each on the open market at
$1.00 per share. On March 18, 1998, both Mr. Bronson and Mr.
Loewenstern purchased 125,000 shares each, in private transactions, at
$1.50 per share. Mr. Bronson subsequently transferred the 200,000
shares of Common Stock to the Reiter Family Limited Partnership of
which Mr. Loewenstern is a limited partner. In April 1999, Victoria
Holdings agreed to exchange its 1,000,000 options for 250,000 shares of
Common Stock of the Issuer (the "Exchange"). As a result of the
Exchange Victoria Holdings beneficially owns 624,000 shares of Common
Stock of the Issuer.
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CUSIP No. 205216 Page 5 of 7 Pages
(b) Victoria Holdings, through Elliot A. Loewenstern and Shelley
Loewenstern, as Tenants by the Entireties and personally, and certain
irrevocable trust in the names of their children have 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. Loewenstern and Mrs. Loewenstern as joint
tenants by the entireties have the sole power to vote and dispose of
37,500 shares of the Company's Common Stock, and Mr. Loewenstern has
sole power to direct the vote and disposition of 75,000 shares of
Common Stock or direct the vote and sole power to dispose or direct the
disposition of 200,000 shares of the Company Common Stock owned by him.
(c) Between February 18, 1999 and April 28, 1999, Elliot A.
Loewenstern and Shelly Loewenstern donated an aggregate of 26,000
shares of common stock of the Company to two charities. 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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CUSIP No. 205216 Page 6 of 7 Pages
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: 4-28-99
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
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CUSIP No. 205216 Page 7 of 7 Pages
The undersigned hereby agree that this Amendment No. 4 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: 4-28-99
VICTORIA HOLDINGS, INC.
By: /s/ Elliot Loewenstern
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me: Elliot Loewenstern
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Title: President
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/s/ Elliot Loewenstern
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ELLIOT LOEWENSTERN
