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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Filed Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Innopet Brands Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45765C 10 3
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(CUSIP Number)
*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 ("Act") 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. 45765C 10 3 SCHEDULE 13G Page 2 of 11 Pages
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1 | NAME OF REPORTING PERSON
| S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
| Joseph Stevens & Company, Inc. (successor to Joseph Stevens &
| Company, L.P.)
________|_______________________________________________________________________
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
| (b) [ ]
________|_______________________________________________________________________
3 | SEC USE ONLY
________|_______________________________________________________________________
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
| New York
________|_______________________________________________________________________
| 5 | SOLE VOTING POWER
| | 477,485 shares of Common Stock. See Item 4.
|_____|__________________________________________________________
NUMBER OF | |
SHARES | 6 | SHARED VOTING POWER
BENEFICIALLY |_____|__________________________________________________________
OWNED BY | |
EACH | 7 | SOLE DISPOSITIVE POWER
REPORTING | | 477,485 shares of Common Stock. See Item 4.
PERSON WITH |_____|__________________________________________________________
| |
| 8 | SHARED DISPOSITIVE POWER
_______________|_____|__________________________________________________________
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 477,485 shares of Common Stock. See Item 4.
_______|________________________________________________________________________
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
| CERTAIN SHARES [ ]
_______|________________________________________________________________________
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 9.7% of shares of Common Stock. See Item 4.
_______|________________________________________________________________________
12 | TYPE OF REPORTING PERSON
| BD
_______|________________________________________________________________________
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 3 of 11 Pages
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1 | NAME OF REPORTING PERSON
| S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Joseph Sorbara
________|_______________________________________________________________________
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
| (b) [ ]
________|_______________________________________________________________________
3 | SEC USE ONLY
________|_______________________________________________________________________
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
| United States
________|_______________________________________________________________________
| 5 | SOLE VOTING POWER
| | 478,285 shares of Common Stock. See Item 4.
|_____|__________________________________________________________
NUMBER OF | |
SHARES | 6 | SHARED VOTING POWER
BENEFICIALLY |_____|__________________________________________________________
OWNED BY | |
EACH | 7 | SOLE DISPOSITIVE POWER
REPORTING | | 478,285 shares of Common Stock. See Item 4.
PERSON WITH |_____|__________________________________________________________
| |
| 8 | SHARED DISPOSITIVE POWER
_______________|_____|__________________________________________________________
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 478,285 shares of Common Stock. See Item 4.
_______|________________________________________________________________________
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
| CERTAIN SHARES [ ]
_______|________________________________________________________________________
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 9.7% of shares of Common Stock. See Item 4.
_______|________________________________________________________________________
12 | TYPE OF REPORTING PERSON
| IN
_______|________________________________________________________________________
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 4 of 11 Pages
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1 | NAME OF REPORTING PERSON
| S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Steven Markowitz
________|_______________________________________________________________________
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
| (b) [ ]
________|_______________________________________________________________________
3 | SEC USE ONLY
________|_______________________________________________________________________
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
| United States
________|_______________________________________________________________________
| 5 | SOLE VOTING POWER
| | 478,285 shares of Common Stock. See Item 4.
|_____|__________________________________________________________
NUMBER OF | |
SHARES | 6 | SHARED VOTING POWER
BENEFICIALLY |_____|__________________________________________________________
OWNED BY | |
EACH | 7 | SOLE DISPOSITIVE POWER
REPORTING | | 478,285 shares of Common Stock. See Item 4.
PERSON WITH |_____|__________________________________________________________
| |
| 8 | SHARED DISPOSITIVE POWER
_______________|_____|__________________________________________________________
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 478,285 shares of Common Stock. See Item 4.
_______|________________________________________________________________________
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
| CERTAIN SHARES [ ]
_______|________________________________________________________________________
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
| 9.7% of shares of Common Stock. See Item 4.
_______|________________________________________________________________________
12 | TYPE OF REPORTING PERSON
| IN
_______|________________________________________________________________________
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 5 of 11 Pages
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ITEM 1.
(a) Name of Issuer:
Innopet Brands Corp.
(b) Address of Issuer's Principal Executive Offices:
1 East Broward Boulevard
Suite 1100
Fort Lauderdale, FL 33301
ITEM 2.
(a) Name of Persons Filing:
Joseph Stevens and Company, Inc. (successor to Joseph
Stevens & Company, L.P.), Mr. Joseph Sorbara and Mr. Steven
Markowitz
(b) Address of Principal Business Office:
The principal business address for each of
Joseph Stevens & Company, Inc. and Messrs. Sorbara and
Markowitz is:
c/o Joseph Stevens & Company, Inc.
33 Maiden Lane
New York, New York 10038
(c) Citizenship:
Joseph Stevens & Company, Inc. is incorporated in the state of
New York. Mr. Sorbara and Mr. Markowitz are United States
citizens
(d) Title of Class of Securities:
Common Stock, $.01 par value per share (the "Common Stock").
(e) CUSIP Number:
45765C 10 3
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 6 of 11 Pages
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ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) /X/ Broker or Dealer registered under Section 15 of the
Securities Exchange Act of 1934, as amended
(the "Act"). See Item 4.
(b) / / Bank as defined in section 3(a)(6) of the Act.
(c) / / Insurance Company as defined in section 3(a)(19) of
the Act
(d) / / Investment Company registered under section 8 of the
Investment Company Act.
(e) / / Investment Advisor registered under section 203 of
the Investment Advisers Act of 1940.
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
Rule 13d-1(b)(1)(ii)(F).
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G).
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. Ownership.
(a) Amount Beneficially Owned:
As of December 31, 1997, Joseph Stevens & Company, Inc. owned
warrants ("JSC Warrants") to purchase 225,000 units, each unit
consisting of one share of Common Stock and one redeemable
common stock purchase warrant ("Redeemable Warrants"). Each
Redeemable Warrant entitled the holder to purchase an
additional share of Common Stock. The JSC Warrants were
exercisable commencing on December 5, 1997. Additionally,
Joseph Stevens & Company, Inc. held 20,865 shares of Common
Stock and 6,620 Redeemable Warrants in its market making
account on December 31, 1997. As of December 31, 1997, each
Redeemable Warrant was immediately exercisable to purchase an
additional share of Common Stock. Therefore, as of December
31, 1997, Joseph Stevens & Company, Inc. beneficially owned
477,485 shares of Common Stock within the meaning of Rule
13d-3 of the Act.
As of December 31, 1997, Mr. Joseph Sorbara owned 400 shares
of Common Stock and 400 Redeemable Warrants. As of December
31, 1997, each Redeemable Warrant was immediately exercisable
to purchase an additional share of Common Stock. Additionally,
Mr. Sorbara was a controlling shareholder, director and
officer of Joseph Stevens & Company, Inc. as of December 31,
1997. Based upon the foregoing, as of December 31, 1997, Mr.
Sorbara beneficially owned 478,285 shares of Common Stock
within the meaning of Rule 13d-3 of the Act.
As of December 31, 1997, Mr. Steven Markowitz owned 400 shares
of Common Stock and 400 Redeemable Warrants. As of December
31, 1997, each Redeemable Warrant was immediately exercisable
to purchase an additional share of Common Stock. Additionally,
Mr. Markowitz was a controlling shareholder, director and
officer of Joseph Stevens & Company, Inc. as of December 31,
1997. Based upon the foregoing, as of December 31, 1997, Mr.
Markowitz beneficially owned 478,285 shares of Common Stock
within the meaning of Rule 13d-3 of the Act.
(b) Percent of Class:
As of December 31, 1997, Joseph Stevens & Company, Inc., was
the beneficial owner of an aggregate of 477,485 shares of
Common Stock, which constituted approximately 9.7% of the
shares of Common Stock outstanding as of September 30, 1997
(as reported in the Issuer's Form 10-QSB for the quarterly
period ended September 30, 1997).
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 7 of 11 Pages
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As of December 31, 1997, Mr. Joseph Sorbara was the beneficial
owner of an aggregate of 478,285 shares of Common Stock, which
constituted approximately 9.7% of the shares of Common Stock
outstanding as of September 30, 1997 (as reported in the
Issuer's Form 10-QSB for the quarterly period ended September
30, 1997).
As of December 31, 1997, Mr. Steven Markowitz was the
beneficial owner of an aggregate of 478,285 shares of Common
Stock, which constituted approximately 9.7% of the shares of
Common Stock outstanding as of September 30, 1997 (as reported
in the Issuer's Form 10-QSB for the quarterly period ended
September 30, 1997).
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
As of December 31, 1997, Joseph Stevens & Company,
Inc. had sole power to vote or direct the vote of
477,485 shares of Common Stock. See Item 4(a) above.
As of December 31, 1997, Joseph Sorbara had sole
power to vote or direct the vote of 478,285 shares of
Common Stock. See Item 4(a) above. As of December 31,
1997, Steven Markowitz had sole power to vote or
direct the vote of 478,285 shares of Common Stock.
See Item 4(a) above.
(ii) Shared power to vote or direct the vote:
Not applicable.
(iii) Sole power to dispose or to direct the disposition of:
As of December 31, 1997, Joseph Stevens & Company,
Inc. had sole power to dispose or to direct the
disposition of 477,485 shares of Common Stock. See
Item 4(a) above. As of December 31, 1997, Joseph
Sorbara had sole power to dispose or to direct the
disposition of 478,285 shares of Common Stock. See
Item 4(a) above. As of December 31, 1997, Steven
Markowitz had sole power to dispose or to direct the
disposition of 478,285 shares of Common Stock. See
Item 4(a) above.
(iv) Shared power to dispose or to direct the disposition of:
Not applicable.
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.
ITEMS 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. 45765C 10 3 SCHEDULE 13G Page 8 of 11 Pages
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ITEM 9. Notice of Dissolution of Group.
Not Applicable.
ITEM 10.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 9 of 11 Pages
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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.
January 23, 1998
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(Date)
JOSEPH STEVENS & COMPANY, INC.
/s/ Joseph Sorbara
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Joseph Sorbara
Chief Executive Officer
January 23, 1998
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(Date)
/s/ Joseph Sorbara
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(Signature)
Joseph Sorbara
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(Name)
January 23, 1998
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(Date)
/s/ Steven Markowitz
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(Signature)
Steven Markowitz
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(Name)
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 10 of 11 Pages
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EXHIBIT INDEX
Sequentially Numbered Page
Exhibit No. Title: on Which Exhibit Begins
- ----------- ------ -----------------------
1. Joint Filing Agreement pursuant to Rule 11
13d-1(f)(1) under the Securities Exchange
Act of 1934, as amended, among Joseph
Stevens & Company, Inc., Mr. Joseph
Sorbara and Mr. Steven Markowitz
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CUSIP No. 45765C 10 3 SCHEDULE 13G Page 11 of 11 Pages
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EXHIBIT 1
Joint Filing Agreement pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended.
Each of the undersigned hereby agrees to be included in the
filing of the Schedule 13G dated January 23, 1998 with respect to
the issued and outstanding Common Stock of Innopet Brands Corp.
beneficially owned by each of the undersigned, respectively.
Dated: January 23, 1998 Joseph Stevens & Company, Inc.
/s/ Joseph Sorbara
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Joseph Sorbara
Chief Executive Officer
/s/ Joseph Sorabara
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Joseph Sorbara
/s/ Steven Markowitz
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Steven Markowitz
