UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13D - 101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND
AMENDMENTS THERETO PURSUANT TO RULE 13D-2(a)
COMPUTER MARKETPLACE, INC.
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(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(TITLE OF CLASS OF SECURITIES)
205-216-302
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CUSIP NUMBER)
L. Wayne Kiley, Computer Marketplace, Inc.
1171 Railroad Street, Corona, CA 91720
(909) 735-2102
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND
COMMUNICATIONS)
APRIL 23, 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(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
(Page 1 of 5 Pages)
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SCHEDULE 13D
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CUSIP NO. 205-216-302 PAGE 2 OF 5 PAGES
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1 NAME OF REPORTING PERSON: BEJAN AMINIFARD
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) [ ]
(B) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS (2)(D) OR (E) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 1,824,500*
SHARES ---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 1,824,500*
WITH ---------------------------------------------
10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,824,500*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.4%**
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14 TYPE OF REPORTING PERSON
IN
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* Includes 832,000 shares of the Issuer's common stock issuable to Mr.
Aminifard upon the conversion of 208,000 shares of the Issuer's Series
A Preferred Stock.
** Based upon 11,091,459 shares of Common Stock outstanding as of April
23, 1999.
(Page 2 of 5 Pages)
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, par value $.0001 per share
("Common Stock"), of Computer Marketplace, Inc., a Delaware corporation (the
"Issuer"). The Issuer's principal executive offices are presently located at
1171 Railroad Street, Corona, CA 91270.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Bejan Aminifard
(b) 14 Commercial Blvd., # 127, Novato, CA 94949
(c) Chief Executive Officer of TechStore, LLC. TechStore, LLC
sells computer hardware and software as well as consumer electronic products
through its world wide web site, www.techstore.com. TechStore is located at the
address set forth in 1(b) above.
(d) Mr. Aminifard has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Mr. Aminifard has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in Mr. Aminifard being subject to a judgment, decree
or a 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) Mr. Aminifard is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As of April 21, 1999, the Issuer and each of the stockholders of
E-Taxi, Inc., a Delaware corporation ("E-Taxi"), entered into a Stock Purchase
Agreement, pursuant to which the Company acquired all of the issued and
outstanding capital stock of E-Taxi (the "E-Taxi Acquisition") on April 23, 1999
(the "Closing Date"). As consideration for 9,074,000 shares of the E-Taxi's
common stock and 400,000 shares of the E-Taxi's Series A Preferred Stock, the
Issuer issued an aggregate of 9,074,000 shares of the Common Stock and 400,000
shares of the Issuer's Series A Preferred Stock. Prior to the closing of the
E-Taxi Acquisition, Mr. Aminifard beneficially owned 1,824,500 shares of E-Taxi
common stock (which included 832,000 shares of Common Stock issuable upon the
exercise of 208,000 shares of Series A Preferred Stock of E-Taxi).
As of a result of the E-Taxi Acquisition, Mr. Aminifard became the
beneficial owner of 1,824,500 shares of Common Stock which includes 832,000
shares of Common Stock issuable upon the conversion of 208,000 shares of the
Issuer's Series A Preferred Stock owned by him. Mr. Aminifard disclaims
beneficial ownership of 461,575 shares of Common Stock beneficially owned by
Mosen Aminifard, Mr. Aminifard's father.
(Page 3 of 5 Pages)
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ITEM 4. PURPOSE OF TRANSACTION.
The E-Taxi Acquisition was consummated so that the Issuer will have an
opportunity to expand its business by further developing E-Taxi's goal of
creating a comprehensive, vertical internet portal for the Small Office/Home
Office market, and E-Taxi will have the opportunities available to public
companies.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of April 23, 1999, Mr. Aminifard beneficially owned 1,824,500 shares
of Common Stock which includes 832,000 shares of the Common Stock issuable upon
the conversion of 208,000 shares of Series A Preferred Stock. Based upon
11,091,459 shares of common Stock outstanding as of April 23, 1999, Mr.
Aminifard beneficially owned 16.4% of the shares of Common Stock outstanding as
of such date. As of May 3, 1999, each share of the Series A Preferred Stock
outstanding was automatically converted into four (4) shares of Common Stock, or
an aggregate of 1,600,000 shares of Common Stock. The 208,000 shares of Series A
Preferred Stock held by Mr. Aminifard were converted into 832,000 shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 3 above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
A. Stock Purchase Agreement, dated as of April 21, 1999, among the
Company and the stockholders of E-Taxi, Inc.
(Page 4 of 5 Pages)
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SIGNATURES
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.
July 8, 1999
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(Date)
/s/ BEJAN AMINIFARD
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Bejan Aminifard
(Page 5 of 5 Pages)
