PAGE 1 of 6 PAGES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __ )1
USCI, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001
(Title of Class of Securities)
90330N 101
(CUSIP Number)
April 26, 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 6 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 12,500,000
EACH REPORTING PERSON WITH
6 SHARED VOTING POWER
-0-
7 SOLE DISPOSITIVE POWER
12,500,000
8 SHARED DISPOSITIVE POWER
-0-
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
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
13.6%
12 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 3 of 6 PAGES
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Item 1(a) Name of Issuer
USCI, Inc. ("Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices
6115-A Jimmy Carter Blvd.
Norcross, Georgia 30071
Item 2(a) Name of Person Filing
This Schedule 13G is being filed by Michael Karfunkel
("Reporting Person").
Item 2(b) Address of Principal Business Office
5417 17th Avenue, Brooklyn, New York 11204
Item 2(c) Citizenship
Reporting Person is a U.S. citizen
Item 2(d) Title of Class of Securities
Common Stock, par value $0.0001
Item 2(e) CUSIP Number
90330N 101
Item 3 If this Statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c), check whether the person filing is
(a) ___ Broker or dealer registered under Section 15 of
the Exchange Act.
(b) ___ Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) ___ Insurance company as defined in Section 3(a)(19) of
the Exchange Act.
(d) ___ Investment company registered under Section 8 of the
Investment Company Act.
(e) ___ An investment adviser in accordance with
Rule 13d-1 (b) (1) (ii) (E);
(f) ___ An employee benefit plan or endowment fund in
accordance with Rule13d-1 (b) (1) (ii) (F); (g) ___ A parent
holding company or control person in accordance with Rule
13d-1 (b) (1) (ii) (G); (h) ___ A savings association as
defined in Section 3(b) of the Federal Deposit Insurance Act;
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 4 of 6 PAGES
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(i) ___ A church plan that is excluded from the definition of an
investment company under Section 3(c) (14) of the Investment
Company Act;
(j) ___ Group, in accordance with Rule 13d-1(c), check this box.
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.
12,500,000
(b) Percent of class:
13.6%
(c) Number of shares as to which such person has: (i) Sole power
to vote or to direct the vote. 12,500,000 (ii) Shared power to
vote or to direct the vote. N/A (iii) Sole power to dispose or
to direct the disposition of 12,500,000 (iv) Shared power to
dispose or to direct the disposition of N/A
Item 5 Ownership of Five Percent or Less of a Class
Not Applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person
Not Applicable
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not Applicable
Item 8 Identification and Classification of Members of the Group
Not Applicable
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CUSIP NO. 90330N 101 SCHEDULE 13G PAGE 5 of 6 PAGES
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Item 9 Notice of Dissolution of the Group
Not Applicable
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 6 of 6 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: May 5, 1999
/s/
Michael Karfunkel
