SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Amendment No. 1
USCI, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
90330N101
(CUSIP Number)
Neil T. Chau
Encore Capital Management, L.L.C.
12007 Sunrise Valley Drive, Suite 460
Reston, VA 20191
Tel. No.: (703) 476-5898
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 10, 1999
(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 [ ].
__________________________
* 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 (the "Exchange Act") or otherwise subject to the
liabilities of that section of the Exchange Act but shall be subject to all
other provisions of the Exchange Act (however, see the Notes).
Continued on following pages
Page 1 of 4 pages
<PAGE>
CUSIP NO. 90330N101 13D Page 2 of 4 pages
___________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
JNC Opportunity Fund Ltd.
___________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
___________________________________________________________________________
3 SEC USE ONLY
___________________________________________________________________________
4 SOURCE OF FUNDS*
WC (See Item 3)
___________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
___________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
___________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 197,073,319 (See Item 5)
SHARES
___________________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
___________________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 197,073,319 (See Item 5)
___________________________________________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
___________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
197,073,319 (See Item 5)
___________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
___________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.6% (See Item 5)
___________________________________________________________________________
14 TYPE OF REPORTING PERSON
CO
___________________________________________________________________________
<PAGE>
This Amendment No. 1 to Schedule 13D is filed by JNC Opportunity Fund
Ltd. ("JNC") in connection with the shares of common stock, $.0001 par
value, of USCI, Inc., a Delaware corporation, with its principal executive
offices at 6115-A Jimmy Carter Boulevard, Norcross, GA 30071. This
Amendment No. 1 hereby amends and restates Item 4 of the Schedule 13D
originally filed by JNC on May 6, 1999.
Item 4. Purpose of Transaction.
Item 4 is amended and restated in its entirety to read as follows:
JNC acquired the Shares, and intends to continue to evaluate the
performance of the Shares as an investment in the ordinary course of
business. In pursuing this investment objective, JNC analyzes the
operations, capital structure and markets of the companies in which they
invest, including the Company, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the
invitation of management). Depending on such assessments, JNC may acquire
additional securities of the Company or may determine to sell or otherwise
dispose of all or some of the Shares after a conversion of some or all of
the Preferred Shares. Whether JNC actually effects such sales will depend
on its continuing evaluation of the diversity of its investment portfolio,
as well as the price level and trading uncertainties of the Shares,
available opportunities to dispose of the Shares, conditions in the
securities markets and general economic and industry conditions. These
sales may take place in the open market, through privately negotiated
transactions with third parties, or through any other manner permitted by
applicable law.
Except as disclosed herein, neither JNC nor any of its executive
officers, directors or control persons, has any current plans or proposals
with respect to any of the items described in (a) through (j) of Item 4.
<PAGE>
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: May 20, 1999
JNC OPPORTUNITY FUND LTD.
By: /s/ Neil T. Chau
--------------------------------
Name: Neil T. Chau
Title: Director
