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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)1
USCI, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
90330N 101
(CUSIP Number)
May 17, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
____ Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1(d)
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1 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 the disclosures provided in a prior cover page.
The information required in 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 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).
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 2 of 4 PAGES
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF REPORTING PERSON (ENTITIES ONLY)
Michael Karfunkel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY OWNED BY 500,000
EACH REPORTING PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
500,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
NOT APPLICABLE [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
LESS THAN 5%
12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 3 of 4 PAGES
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This Amendment No. 1 to a Schedule 13G that was filed on May 6, 1999 (the
"Schedule 13G"). Capitalized terms not otherwise defined herein, shall have
the meaning ascribed thereto in the Schedule 13G. Except as amended herewith,
the information set forth in the Schedule 13G is in all respects confirmed.
Item 4 Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned.
500,000
(b) Percent of class:
Less than 5%
(c) Number of shares as to which such person has: (i) Sole power
to vote or to direct the vote. 500,000 (ii) Shared power to
vote or to direct the vote. N/A (iii) Sole power to dispose
or to direct the disposition of: 500,000 (iv) Shared power to
dispose or to direct the disposition of N/A
Item 10 Certification
By signing below the undersigned certifies that, to the best of his
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing
the control of the issuer of such securities and were not acquired and are not
held in connection with or as a participant in any transaction having such
purpose or effect.
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 4 of 4 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 25, 1999
/s/
Michael Karfunkel
