SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 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. 2)(1)
CORNERSTONE INTERNET SOLUTIONS CO. (FORMERLY ENTERACTIVE, INC.)
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
293636106
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(CUSIP Number)
Copy to: Stephen A. Cohen, Esq.
Eli Oxenhorn Morrison Cohen Singer & Weinstein, LLP
56 The Intervale 750 Lexington Avenue
Roslyn Estates, New York 11576 New York, New York 10022
Telephone (516) 625-7005 Telephone (212) 735-8600
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 3, 1998
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(Date of Event which Requires Filing this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that 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
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following page(s))
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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 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 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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<PAGE>
CUSIP
No. 293636106 13D
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1 Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Eli Oxenhorn
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2 Check the Appropriate Box if a Member of a Group* (a) |_|
(b) |_|
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3 SEC Use Only
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4 Source of Funds* PF
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5 Check Box if Disclosure of Legal Proceedings is Required |_|
Pursuant to Item 2(d) or 2(e)
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6 Citizenship or Place of Organization United States
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7 Sole Voting Power
Number of 450,500 shares 3.8%
Shares --------------------------------------------------------------
Beneficially 8 Shared Voting Power
Owned By 400,000 shares 3.3%
Each --------------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 450,500 shares 3.8%
With --------------------------------------------------------------
10 Shared Dispositive Power
400,000 shares 3.3%
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11 Aggregate Amount Beneficially Owned By Each Reporting Person
850,500 shares
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12 Check Box if the Aggregate Amount in Row (11) excludes Certain
Shares* |_|
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13 Percent of Class Represented by Amount in Row (11)
7.0%
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14 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE>
This statement, dated September 3, 1998, constitutes Amendment No. 2 to
the Schedule 13D, dated June 17, 1997, regarding the reporting person's
ownership of certain securities of Cornerstone Internet Solutions Co. (formerly,
Enteractive, Inc.) (the "Issuer").
Schedule 13D is hereinafter referred to as the "Schedule." All capitalized
terms used herein and otherwise undefined shall have the meanings ascribed in
the Schedule.
This Amendment No. 2 to the Schedule is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended. It shall refer only to
information which has materially changed since the filing of the Schedule.
ITEM 1. Security and Issuer
(f) Cornerstone Internet Solutions Co. (CNRS)
584 Broadway
Suite 509
New York, New York 10012
ITEM 2. Source and Amounts of Funds or Other Consideration
The reporting person obtained funds for the purchase of the
securities from his personal funds.
The amount of funds used in making the purchases of the
additional shares of Common Stock are set forth below:
Name Amount of Consideration
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Eli Oxenhorn $257,813
ITEM 3. Purpose of Transaction
The reporting person acquired his securities for purposes of
investment. The reporting person does not have any plans or proposals which
relate to or would result in any of the actions set forth in subparagraphs (a)
through (j) of Item 4 of Schedule 13D.
ITEM 5. Interests in Securities of the Issuer.
(a) The following list sets forth the aggregate number and
percentage (based on an aggregate of 11,574,895 shares of Common Stock
outstanding, as of August 31, 1998 as reported by the Issuer to the reporting
person) of outstanding shares of Common Stock owned beneficially by the
reporting person named in Item 2, as of September 3, 1998:
Shares of Percentage of Shares
Common Stock of Common Stock
Name Beneficially Owned Beneficially Owned
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Eli Oxenhorn 850,500(1) 7.0%
(b) Eli Oxenhorn has sole power to vote and to dispose of 450,500
shares of Common Stock (including 200,500 shares issuable upon the exercise of
the Non-Qualified Option, the Option and the
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(1) The reporting person disclaims beneficial ownership of these
securities, except to the extent of his equity interest therein.
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<PAGE>
1994 Warrants, and 50,000 shares held by the Eli Oxenhorn Rollover IRA),
representing approximately 3.8% of the outstanding Common Stock. By virtue of
being a general partner of Revwood, Eli Oxenhorn may be deemed to have shared
power to vote and to dispose of 400,000 shares of Common Stock (representing
400,000 shares issuable upon the exercise of the Revwood Option), representing
approximately 3.3% of the outstanding Common Stock.
(c) The following is a description of all transactions in the
shares of Common Stock of the Issuer by the person identified in Item 2 of this
Schedule 13D effected from June 17, 1998 through September 3, 1998, inclusive.
On June 17, 1998, Eli Oxenhorn purchased 200,000 shares of the
Common Stock of the Issuer in a private placement, at a purchase price of $1.00
per share.
On September 3, 1998, the Eli Oxenhorn Rollover IRA purchased
50,000 shares of the Common Stock of the Issuer in the over-the-counter market,
at a purchase price of $1.156 per share.
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
(e) Not applicable.
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<PAGE>
Signature
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned hereby certifies that the information set forth in this
Schedule is true, complete, and correct.
Date: September 11, 1998
Eli Oxenhorn
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Eli Oxenhorn
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
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