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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)
NORTHEAST DIGITAL NETWORKS, INC.
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(Name of Issuer)
Common Stock, $.60 Par Value
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(Title of Class of Securities)
664148103
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(CUSIP Number)
November 4, 1998
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(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) [X] Rule 13d-1(c) [ ] Rule 13d-1(d)
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CUSIP No. 664148103 SCHEDULE 13G
1. Name of Reporting Person
Dominion Capital Fund Limited
I.R.S. Identification No. of Above Person (entities only) N/A
2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Bahamas
Number of Shares 5. Sole Voting Power
1,184,666
Beneficially
Owned by Each 6. Shared Voting Power
Reporting Person N/A
With 7. Sole Dispositive Power
1,184,666 (See Note A)
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,184,666 (See Note A)
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10. Check if the Aggregate Amount in Row 9 Excludes Certain Shares [ ]
11. Percent of Class Represented by Amount in Row 9
4.4% (see Note A attached)
12. Type of Reporting Person
PN
ITEM 1 (a) NAME OF ISSUER
NORTHEAST DIGITAL NETWORKS, INC.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
425 Broadhollow Road, Suite 206
Melville, New York 11747
ITEM 2 (a) NAME OF PERSON FILING
DOMINION CAPITAL FUND LIMITED
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Citco Fund Services, Bahamas Financial Centre, 3rd Fl.
Charlotte & Sherley Street
P.O. Box CB-13136
Nassau, Bahamas
(c) CITIZENSHIP
Bahamas
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(d) TITLE OF CLASS OF SECURITIES
Common Stock, $.60 par value
(e) CUSIP NUMBER
664148103
ITEM 3 If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), check whether the person is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(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 of 1940
(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
Rule 13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
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(h) [ ] A savings association as defined in section 3(b) of the
Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940
(j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1(c), check this box
[X]
ITEM 4 OWNERSHIP
(a) Amount beneficially owned:
1,184,666 - See Note A attached
(b) Percent of class:
4.4% - See Note A attached
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1,184,666 - See Note A attached
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
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1,184,666 - See Note A attached
(iv) Shared power to dispose or to direct the disposition of:
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ ]
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON
N/A
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT
HOLDING COMPANY
N/A
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP
N/A
ITEM 9 NOTICE OF DISSOLUTION OF GROUP
N/A
ITEM 10 CERTIFICATION
By signing below I certify that, to the best of my 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
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influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
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.
December 30,1998
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(Date)
DOMINION CAPITAL FUND, LIMITED
By: INTER-CARIBBEAN FUND
SERVICES (BAHAMAS) LTD.
By: /s/ Nina Ray
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(Signature)
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NOTE A
This Form 13G represents ownership by Reporting Person of 1,184,666 shares of
the Common Stock (including shares issued in connection with a recent
conversion of Series C Convertible Preferred Stock ("Series C Stock") of the
Issuer.
In addition, Reporting Person holds Series C Stock having a liquidation
preference of $1,755,000. Under the terms of the Certificate of Designations
for the Series C Stock, as amended, shares of Series C Stock are generally
convertible into shares of Common Stock of the Issuer, where conversions are
effected at a conversion rate equal to 65% of the average of the closing bid
price of a share of Common Stock of the Issuer during the 5 trading days prior
to the conversion. Such shares of Series C Stock, however, are not currently
fully convertible into shares of Common Stock of the Issuer by the holders,
because of the Securities Purchase Agreement between Reporting Person and the
Company restricts the rights of Reporting Person to convert if, as a result of
such conversion (but without giving effect to shares issuable upon conversions
not yet submitted), the holder and its affiliates would have actual ownership
of more than 4.99% of the outstanding shares of Common Stock of the Issuer.
Were such restriction not applicable, Reporting Person would, based on current
market prices of such Common Stock at about $.40 per share, be able to convert
its Series C Stock into 6,750,000 shares of Common Stock.
In addition, Reporting Person holds Series D Stock having a liquidation
preference of $503,429. Under the terms of the Certificate of Designations for
the Series D Stock, as amended, shares of Series D Stock are generally
convertible into shares of Common Stock of the Issuer, where conversions are
effected at a conversion rate equal to 75% of the average of the closing bid
price of a share of Common Stock of the Issuer during the 5 trading days prior
to the conversion. Such shares of Series D Stock, however, are not currently
fully convertible into shares of Common Stock of the Issuer by the holders,
because of the Securities Purchase Agreement between Reporting Person and the
Company restricts the rights of Reporting Person to convert if, as a result of
such conversion (but without giving effect to shares issuable upon conversions
not yet submitted), the holder and its affiliates would have actual ownership
of more than 4.99% of the outstanding shares of Common Stock of the Issuer.
Were such restriction not applicable, Reporting Person would, based on current
market prices of such Common Stock at about $.40 per share, be able to convert
its Series D Stock into 1,678,097 shares of Common Stock.
If all of the Series C and Series D Stock were currently convertible and
converted, the Reporting Person's total shares of Common Stock (including
shares issued and shares to be issued) would be 9,612,763 shares (27.4%).
The exact number of shares which would be issuable to the Reporting Person upon
such conversions can not be specified at this time, because the actual
conversion rate at the time of any given conversion may be higher or lower.
The Reporting Person disclaims any beneficial interest in or voting rights in
the shares of Common
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Stock of the Issuer held by or issuable upon the exercise of any conversion or
other rights held by any other holder of shares or such rights of the Issuer.
Notwithstanding anything to the contrary contained therein, the Reporting
Person specifically disclaims any intent to acquire any shares of Common Stock
to the extent the sum of (1) the number of shares of Common Stock beneficially
owned by the Reporting Person and its affiliates (other than shares of Common
Stock which may be deemed beneficially owned through the ownership of the
unconverted portion of the Preferred Stock), and (2) the number of shares of
Common Stock issuable upon the conversion of the Preferred Stock with respect
to which the determination of this previso is being made, would result in
beneficial ownership by the Reporting Person and its affiliates of more than
9.99% of the outstanding shares of Common Stock (after taking into account the
shares to be issued to the Reporting Person upon such conversion), or would
otherwise subject the Reporting Person to any of the provisions of ss.16(b) of
the Securities Exchange Act of 1934.
