SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 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. _____)
PLAY CO. TOYS & ENTERTAINMENT CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
728116 30 2
(CUSIP Number)
Harold Rashbaum, 14 East 60th Street, Suite 402,
New York, New York 10022, (212) 688-9223
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which 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 pages)
(Page 1 of 5 Pages)
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CUSIP No. 728116 30 2 13D Page 2 of 5 pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Breaking Waves, Inc. Shopnet.com, Inc. (f/k/a Hollywood Productions, Inc.)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) o
(b) o
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Breaking Waves, Inc.: WC, OO
Shopnet.com, Inc.: AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |X|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Breaking Waves, Inc.: New York
Shopnet.com, Inc.: Delaware
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NUMBER OF SHARES 7 SOLE VOTING POWER
BENEFICIALLY 1,400,000 shares
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OWNED BY EACH REPORTING 8 SHARED VOTING POWER
NONE
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PERSON WITH 9 SOLE DISPOSITIVE POWER
1,400,000 shares
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,400,000 shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.4%
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14 TYPE OF REPORTING PERSON*
Breaking Waves, Inc.: CO
Shopnet.com, Inc: CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Shopnet.com, Inc. and Breaking Waves, Inc.
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, $0.01 par value, of Play
Co. Toys & Entertainment Corp., a Delaware corporation ("Play Co."). The
principal executive offices of Play Co. are located at 550 Rancheros Drive, San
Marcos, California 92069.
Item 2. Identity and Background.
This statement is being filed by (i) Shopnet.com, Inc. (f/k/a Hollywood
Productions, Inc.) ("SNI"), a Delaware corporation, having its business address
at 14 East 60th Street, Suite 402, New York, New York 10022 and (ii) its wholly
owned subsidiary, Breaking Waves, Inc. ("BWI"), a New York corporation, having
its business address 112 West 34th Street, New York, New York, 10120. SNI's
principal business is that of motion picture production. BWI's principal
business is that of designing, manufacturing, and marketing swimwear.
The identity and background of the executive officers, directors, and
control persons of SNI and BWI are as follows:
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Position / Relationship
Name with SNI and BWI Address Principal Occupation
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Harold Rashbaum President of SNI and BWI Shopnet.com, Inc. President of SNI and BWI
14 East 60th Street, Room 402
New York, NY 10022
Robert DiMilia Vice President and Shopnet.com, Inc. Vice President and Secretary of SNI
Secretary of SNI 14 East 60th Street, Room 402
New York, NY 10022
Alain A. Le Guillou, Director of SNI Montefiore Medical Group Doctor of Pediatrics
M.D. 234 Boston Point Road
Larchmont, New York 10538
James Frakes Director of SNI Play Co. Toys & Entertainment Chief Financial Officer and
Corp. Secretary of Play Co. Toys
550 Rancheros Drive & Entertainment Corp.
San Marcos, CA 92069
Malcom Becker Vice President of Design, BreakingWaves,Inc. of BWI Vice President of Design,
Merchandising and Production 112 West 34th Street Merchandising, and Production of BWI
New York, New York, 10120
Michael Friedland Vice President of Design, BreakingWaves,Inc. Vice President of Design, Marketing,
Marketing 112 West 34th Street and Sales of BWI
New York, New York, 10120
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During the past five years, SNI, BWI, and the above mentioned officers,
directors, and control persons have not been convicted in any criminal
proceeding and have not been a party to any civil proceedings of a judicial or
administrative body of competent jurisdiction regarding federal or state
securities laws.
Item 3. Source and Amount of Funds or Other Consideration.
BWI directly owns 1,400,000 shares of Play Co. common stock for which it
paid an aggregate of $504,000, $300,000 of which was in the form of cash and the
remainder of which was in the form of swimwear merchandise valued at $204,000.
Item 4. Purpose of Transaction.
BWI's purpose in purchasing the shares of Play Co. was to acquire an equity
interest in Play Co. due to the involvement of Play Co. in the retailing of
BWI's swimwear.
Item 5. Interest in Securities of the Issuer.
(a) BWI directly owns shares of Play Co. Common Stock equivalent to
approximately 25.4% of the outstanding shares. SNI beneficially owns these
shares through its ownership of BWI. None of the individuals listed in Item 2
personally owns Play Co. Common Stock.
(b) SNI, through its wholly owned subsidiary BWI, has the sole power to
vote the shares directly owned by it and to direct the disposition thereof.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Neither SNI nor BWI has entered into any agreements with respect to any
joint venture, finder's fee, or other contract or arrangement with any person
with respect to any securities of Play Co.
Item 7. Material to be Filed as Exhibits.
Statement of Shopnet.com, Inc., pursuant to Exchange Act Rule 13d-1(k)(1),
agreeing that this statement is filed on its behalf.
Statement of Breaking Waves, Inc., pursuant to Exchange Act Rule
13d-1(k)(1), agreeing that this statement is filed on its behalf. .
(Page 3 of 5 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.
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SHOPNET.COM, INC. BREAKING WAVES, INC.
May 14, 1999 May 14, 1999
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Date Date
/s/ Harold Rashbaum /s/ Harold Rashbaum
Signature Signature
Harold Rashbaum, President Harold Rashbaum, President
Name/Title Name/Title
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Shopnet.com, Inc.
14 East 60th Street, Suite 402
New York, New York 10022
(212) 688-9223 (phone)
(212) 688-1797 (fax)
May 14, 1999
Securities and Exchange Commission
450 5th St. N.W.
Washington, D.C. 20549
Re: Filing of Joint Schedule 13D by Breaking Waves, Inc. ("BWI") and
Shopnet.com, Inc. ("SNI") for ownership of Play Co. Toys & Entertainment Corp.
("Play Co.") securities.
Dear Madam or Sir:
Please allow the following to confirm SNI's agreement that the joint
Schedule 13D disclosing the ownership of 1,400,000 shares of Play Co. common
stock beneficially owned by SNI through its wholly-owned subsidiary, BWI, is
filed on behalf of both BWI and SNI.
Thank you for your attention to this matter.
Very truly yours,
/s/ Harold Rashbaum
Harold Rashbaum
President
Shopnet.com, Inc.
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BREAKING WAVES, INC.
112 West 34th Street
New York, New York, 10120
May 14, 1999
Securities and Exchange Commission
450 5th St. N.W.
Washington, D.C. 20549
Re: Filing of Joint Schedule 13D by Breaking Waves, Inc. ("BWI") and
Shopnet.com, Inc. ("SNI") for ownership of Play Co. Toys & Entertainment Corp.
("Play Co.") securities.
Dear Madam or Sir:
Please allow the following to confirm BWI's agreement that the joint
Schedule 13D disclosing the ownership of 1,400,000 shares of Play Co. common
stock directly owned by BWI and beneficially owned by BWI's parent corporation,
SNI, is filed on behalf of both BWI and SNI.
Thank you for your attention to this matter.
Very truly yours,
/s/ Harold Rashbaum
Harold Rashbaum
President
Breaking Waves, Inc.
