FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act
of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
JNC Opportunity Fund Ltd.
(Last) (First) (Middle)
c/o Olympia Capital (Cayman) Ltd., Williams House, 20 Reid Street
(Street)
Hamilton Bermuda HM11
(City) (State) (Zip)
2. Date of Event Re-
quiring Statement
(Month/Day/Year)
4/26/99
3. IRS or Social Se-
curity Number of Reporting Person
(Voluntary)
4. Issuer Name and Ticker or Trading Symbol
USCI, Inc. (USCM)
5. Relationship of Reporting Person to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give _____ Other (specify
title below) below)
6. If Amendment, Date of Original
(Month/Day/Year)
7. Individual or Joint/Group Filing (check applicable line)
X Form filed by One Reporting Person
---
--- Form filed by more than One Reporting Person
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<CAPTION> Table 1 - Non-Derivative Securities Beneficially Owned
2. Amount of Securities 3. Ownership Form: Direct 4. Nature of Indirect
1. Title of Security Beneficially Owned (D) or Indirect (I) Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 4)
<S> <C> <C> <C>
Common Stock, $.0001 par
value ("Common Stock") 197,073,319 D I(1)
* If the form is filed by more than one Reporting Person, see Instruction 5(b)(v). (Over)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473(7-96)
(1) Encore Capital Management, L.L.C., a Delaware limited liability company located at 12007 Sunrise Valley Drive, Suite 460,
Reston, VA 20191 ("Encore"), has indirect beneficial ownership over all of the securities indicated on this Form 3 since it
acts as investment advisor to the Reporting Person.
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<CAPTION> Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative 2. Date Exercisable and 3. Title and Amount of 5. Ownership
Security (Instr. 4) Expiration Date Securities Underlying Form of Deri-
- ----------------------- (Month/Day/Year) Derivative Security vative Sec- 6. Nature of
____________________ (Instr. 4) 4. Conversion or urity: Dir- Indirect
------------------------ Exercise Price ect (D) or In Beneficial
Date Exer- Expiration Amount or Number of Derivative Direct (I) Ownership
cisable Date(2) Title of Shares Security(4) (Instr. 5) (Instr. 5)
---------- ---------- ------- ---------------- --------------- -------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
6% Series A Convertible 6/2/98 3/24/01 Common 48,298,628(3) $.085 D I(5)
Preferred Stock Stock
6% Series B Convertible 6/2/98 5/5/01 Common 62,313,725(3) $.085 D I(5)
Preferred Stock Stock
6% Series C Convertible 10/31/98 7/31/01 Common 61,460,784(3) $.085 D I(5)
Preferred Stock Stock
Explanation of Responses
(2) Date of automatic conversion into shares of Common Stock at the conversion price then in effect.
(3) Includes shares of Common Stock issuable on account of dividends on the preferred stock.
(4) Calculated as of April 26, 1999.
(5) Encore has indirect beneficial ownership over all of the securities indicated on this Form 3 since it acts as investment
advisor to the Reporting Person.
JNC Opportunity Fund Ltd.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. /s/ Neil T. Chau May 6, 1999
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). --------------------------- -------------
Name: Neil T. Chau Date
Title: Director
Note: File three copies of this form, one of which must be manually signed. If space provided is insufficient,
See Instruction 6 for procedure. SEC 1473 (7-96)
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