MONEYZONE COM
SC 13D/A, 2000-02-10
BLANK CHECKS
Previous: UCAR INTERNATIONAL INC, SC 13G/A, 2000-02-10
Next: SMC CORP, SC 13G/A, 2000-02-10



<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               ------------------

                                  SCHEDULE 13D
                                  (RULE 13d-1)

             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. 1)1

                                  MONEYZONE.COM
                                (Name of Issuer)

                     COMMON STOCK, $.001 PAR VALUE PER SHARE
                         (Title of Class of Securities)

                                   60935 W103
                                 (CUSIP Number)

                                 SUSAN E. MCAVOY
                         6000 FAIRVIEW ROAD, SUITE 1410
                               CHARLOTTE, NC 28210
                                 (704) 553-1442
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                DECEMBER 30, 1999
             (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  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-(b) for other parties to whom copies are to be sent.

                         (Continued on following pages)

                               (Page 1 of 6 Pages)

- --------------------
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).


<PAGE>





CUSIP No. 60935 W103                       13D            Page 2 of 8 Pages


1             NAME OF REPORTING PERSONS
              S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
              A1 Internet.com, Inc.

2             CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP     (a) |_|
                                                                   (b) |_|
3             SEC USE ONLY

4             SOURCE OF FUNDS
              Not applicable

5             CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      |_|
              IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6             CITIZENSHIP OR PLACE OF ORGANIZATION
              Nevada

   NUMBER OF SHARES     7           SOLE VOTING POWER
BENEFICIALLY OWNED BY               600,000 shares of Common Stock.
EACH REPORTING PERSON
         WITH           8           SHARED VOTING POWER
                                    0 shares of Common Stock.

                        9           SOLE DISPOSITIVE POWER
                                    600,000 shares of Common Stock.

                        10          SHARED DISPOSITIVE POWER
                                    0 shares of Common Stock.

11            AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
              600,000 shares of Common Stock

12            CHECK BOX IF THE AGGREGATE AMOUNT IN ROW          |_|
              (11) EXCLUDES CERTAIN SHARES

13            PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              9.63% of Common Stock,  based on 6,233,335  shares of Common Stock
              issued and outstanding at January 31, 1999. See Item 5 herein.

14            TYPE OF REPORTING PERSON
              CO



                                       2

<PAGE>



ITEM 1.   SECURITY AND ISSUER.

This Amendment No. 1 amends and  supplements the Statement on Schedule 13D filed
on July 22, 1999 (the "Schedule 13D"), relating to shares of common stock, $.001
par value per share (the "Common Stock"),  of  MoneyZone.com  (formerly known as
EBonlineinc.com)  (the  "Issuer"),  a Nevada  corporation  having its  principal
executive offices at 6000 Fairview Road, Suite 1410,  Charlotte,  North Carolina
28210.

ITEM 2.   IDENTITY AND BACKGROUND.

Corporate Securityholder.

         (a)      This  statement  is  being filed by A1  Internet.com,  Inc., a
                  Nevada  corporation ("A1 Internet" or the "Reporting Person").

         (b)      The  address  of  the  principal  executive  office and of the
                  principal  business of A1 Internet is 15825 Shady Grove  Road,
                  Suite 50, Rockville, Maryland 20850.

         (c)      The principal business of A1 Internet:

                  A1 Internet.com,  Inc. is a full-service solutions provider of
                  internet  development,  connectivity,  systems integration and
                  e-commerce  services  and  provides,  through its wholly owned
                  subsidiary,   A1  Internet  Services  Inc.,  global  wholesale
                  internet  access  including  unlimited  dial  up  connections,
                  personal   web   space,    email   services   and   e-commerce
                  capabilities.

         (d)      During the last five years, A1 Internet has not been convicted
                  in a criminal proceeding.

         (e)      During the last five years,  A1 Internet  has not been a party
                  to a civil proceeding of a judicial or administrative  body of
                  competent  jurisdiction  and is  not  subject  to a  judgment,
                  decree  or final  order  enjoining  future  violations  of, or
                  prohibiting  or mandating  activities  subject to,  federal or
                  state securities laws or finding any violation with respect to
                  such laws.

Executive Officers, Directors and/or Persons Controlling A1 Internet.

         Bruce Bertman.

         (a)      Bruce Bertman ("Mr. Bertman"), a director and the Chief
                  Executive  Officer,  President,  Treasurer and Chairman of the
                  Board of A1 Internet.

         (b)      Mr. Bertman's  business address is c/o A1 Internet.com,  Inc.,
                  15825 Shady Grove Road, Suite 50, Rockville,  Maryland  20850.

         (c)      Mr. Bertman's principal occupation is as Chief Executive
                  Officer of A1 Internet.

                                       3
<PAGE>


         (d)      During the last five years, Mr. Bertman has not been convicted
                  in a criminal proceeding.

         (e)      During the last five years,  Mr.  Bertman has not been a party
                  to a civil proceeding of a judicial or administrative  body of
                  competent  jurisdiction  and is  not  subject  to a  judgment,
                  decree  or final  order  enjoining  future  violations  of, or
                  prohibiting  or mandating  activities  subject to,  federal or
                  state securities laws or finding any violation with respect to
                  such laws.

         (f)      Mr. Bertman is a citizen of the United States and a resident
                  of Maryland.

         Donald Dea.

         (a)      Donal Dea ("Mr. Dea"), Secretary and a director of A1
                  Internet.

         (b)      Mr. Dea's business address is c/o A1 Internet.com, Inc., 15825
                  Shady Grove Road, Suite 50, Rockville, Maryland 20850.

         (c)      Mr. Dea's principal occupation is as Secretary of A1 Internet.

         (d)      During the last five years, Mr. Dea has not been convicted in
                  a criminal proceeding.

         (e)      During the last five years,  Mr. Dea has not been a party to a
                  civil  proceeding  of a  judicial  or  administrative  body of
                  competent  jurisdiction  and is  not  subject  to a  judgment,
                  decree  or final  order  enjoining  future  violations  of, or
                  prohibiting  or mandating  activities  subject to,  federal or
                  state securities laws or finding any violation with respect to
                  such laws.

         (f)      Mr. Dea is a citizen of the United States and a resident of
                  Maryland.

         Martin A. Sumichrast.

         (a)      Martin A. Sumichrast ("Mr. Sumichrast"), a director of A1
                  Internet.

         (b)      Mr.  Sumichrast's  business address is c/o Eastbrokers
                  International  Incorporated,  6000 Fairview Road, Suite 1410,
                  Charlotte, North Carolina 28210.

         (c)      Mr.  Sumichrast's  principal  occupation  is as  Chairman,
                  Chief  Executive  Officer and  President  of  Eastbrokers
                  International Incorporated.

         (d)      During the last five years, Mr. Sumichrast has not been
                  convicted in a criminal proceeding.

         (e)      During  the last five  years,  Mr.  Sumichrast  has not been a
                  party to a civil  proceeding  of a judicial or  administrative
                  body  of  competent  jurisdiction  and  is  not  subject  to a
                  judgment,  decree or final order enjoining  future  violations

                                       4
<PAGE>

                  of, or prohibiting or mandating activities subject to, federal
                  or state securities laws or finding any violation with respect
                  to such laws.

         (f)      Mr. Sumichrast is a citizen of the United States and a
                  resident of North Carolina.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Not applicable.

ITEM 4.   PURPOSE OF TRANSACTION.

The  securities of the Company  referenced  herein were acquired for  investment
purposes.

While neither the Reporting  Person nor its affiliates have any present plans or
proposals  which relate to or would result in the  acquisition or disposition by
any person of securities of the Issuer  currently  held by the Reporting  Person
(and its affiliates), the investments in the Issuer by the Reporting Person (and
its affiliates) will be periodically reviewed and at any time the amount of such
investments  may be increased,  through open market  purchases or otherwise,  or
decreased.  Except as  otherwise  set forth in the  Schedule  13D to which  this
Amendment  relates,  the  Reporting  Person (and its  affiliates)  do not at the
present time have any plans or proposals which relate to or would result in:

         (1)      The acquisition by any person of additional securities of the
                  Issuer, or the disposition of securities of the Issuer;

         (2)      An extraordinary corporate transaction, such as a merger,
                  reorganization or liquidation,  involving the Issuer or any of
                  its subsidiaries;

         (3)      A sale or transfer of a material amount of assets of the
                  Issuer or any of its subsidiaries;

         (4)      Any change in the present  Board of Directors or management of
                  the Issuer,  including  any plans or  proposals  to change the
                  number or term of directors or to fill any existing  vacancies
                  on the Board;

         (5)      Any material change in the present capitalization or dividend
                  policy of the Issuer;

         (6)      Any other material change in the Issuer's business or
                  corporate structure;

         (7)      Changes in the Issuer's Certificate of Incorporation,  by-laws
                  or  instruments  corresponding  thereto or other actions which
                  may  impede  the  acquisition  of control of the Issuer by any
                  person;

         (8)      Causing a class of  securities  of the  Issuer to be  delisted
                  from  a  national  securities  exchange  or  to  cease  to  be
                  authorized to be quoted in an inter-dealer quotation system of
                  a registered national securities association;

                                       5
<PAGE>


         (9)      A class of equity  securities of the Issuer becoming  eligible
                  for termination of registration  pursuant to Section  12(g)(4)
                  of the Securities Exchange Act of 1934; or

         (10)     Any action similar to any of those enumerated above.

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

Corporate Securityholder.

         (a)      As  of  the  date  hereof,  A1  Internet  is  the  record  and
                  beneficial  owner of  600,000  shares  of Common  Stock.  This
                  number  represents 9.63% of the issued and outstanding  shares
                  of  Common  Stock,   based  on  6,233,335  shares  issued  and
                  outstanding at January 31, 2000.

         (b)      Not applicable.

         (c)      Transactions  during the past 60 days: A1 Internet disposed of
                  575,000  shares of the Common  Stock on December 30, 1999 in a
                  private transaction for an aggregate consideration of $1.00.

         (d)      Not applicable.

         (e)      Not applicable.

Executive Officers, Directors and/or Persons Controlling A1 Internet.

         Bruce Bertman.

         (a)      As  of  the  date  hereof,  Mr.  Bertman  is  the  record  and
                  beneficial  owner of  150,000  shares  of Common  Stock.  This
                  number  represents 2.41% of the issued and outstanding  shares
                  of  Common  Stock,   based  on  6,233,335  shares  issued  and
                  outstanding at January 31, 2000.

         (b)      Mr. Bertman has sole voting power over and sole power to
                  dispose of all 150,000  shares of Common Stock  beneficially
                  owned by him.

         (c)      Transactions  during the past 60 days:  There have been no
                  transactions  effected by Mr. Bertman in the Common Stock
                  during the past 60 days.

         (d)      No other  person is known to have the right to receive or the
                  power to direct the receipt of dividends  from,  or the
                  proceeds from the sale of, the 150,000 shares of Common Stock
                  owned by Mr. Bertman.

         (e)      Not applicable.


                                       6
<PAGE>



         Donald Dea.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Not applicable.

         (d)      Not applicable.

         (e)      Not applicable.

Martin A. Sumichrast.

         (a)      Not applicable.

         (b)      Not applicable.

         (c)      Not applicable.

         (d)      Not applicable.

         (e)      Not applicable.

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
          TO SECURITIES OF THE ISSUER.

No contracts, arrangements, understandings or relationships (legal or otherwise)
exist among the persons  named in Item 2 hereof or between  such persons and any
other person with respect to any securities of the Issuer.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

Not applicable.




                                       7

<PAGE>



                                    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.

                                         A1 INTERNET.COM, INC.

                                                      February __, 2000
                                         ---------------------------------------
                                                       (Date)


                                         ---------------------------------------
                                                     (Signature)

                                          Bruce Bertman/Chief Executive Officer
                                         ---------------------------------------
                                                     (Name/Title)


















                                       8



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission