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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. *)
FaxSav Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
31210L104
(CUSIP Number)
July 24, 1998
(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)
* 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 ("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).
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
SEC 1745 (3-98) Page 1 of 8
CUSIP No. 31210L104
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Brookhaven Capital Management, LLC
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)/X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,428,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 0
---------------------------------------
8 SHARED DISPOSITIVE POWER
2,428,000
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,428,000
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.5%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IA, OO
- ----------------------------------------------------------------
Page 2 of 8
CUSIP No. 31210L104
- ----------------------------------------------------------------
1 NAME OF REPORTING PERSONS
IRS IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Vincent A. Carrino
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)/X /
(b)/ /
- ----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ----------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 192,000
BENEFICIALLY ---------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 2,428,000
REPORTING ---------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 192,000
---------------------------------------
8 SHARED DISPOSITIVE POWER
2,428,000
- ----------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,620,000
- ----------------------------------------------------------------
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
- ----------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.8%
- ----------------------------------------------------------------
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------------------------------------------------------------
Page 3 of 8
CUSIP No. 31210L104 13G
ITEM 1.
(a) The name of the issuer is FaxSav Incorporated ("FAXX").
(b) The principal executive office of FAXX is located at
399 Thornall St., Edison, NJ 08837.
ITEM 2.
(a) The names of the persons filing this statement are
Brookhaven Capital Management, LLC, a California limited
liability company ("LLC"), and Vincent A. Carrino ("Carrino")
(collectively, the "Filers").
(b) The principal business office of LLC and Carrino is
located at 3000 Sandhill Road, Building 3, Suite 105, Menlo Park,
CA 94025.
(c) Carrino is a United States citizen. See response to
Item 2(a).
(d) This statement relates to shares of Common Stock of
FAXX (the "Stock").
(e) The CUSIP number of the Stock is 31210L104.
Page 4 of 8
CUSIP No. 31210L104 13G
ITEM 3. If this statement is filed pursuant to rule 240.13d-
1(b), or 240.13d-2(b) or (c), check whether the person filing is
a:
(a) ___ Broker or dealer registered under section 15 of
the Act (15 U.S.C. 78o).
(b) ___ Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) ___ Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) ___ Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) ___ An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E).
(f) ___ An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F).
(g) ___ A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) ___ A savings association as defined in section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(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 (15 U.S.C. 80a-3).
(j) ___ Group, in accordance with section 240.13d-
1(b)(1)(ii)(J)
Page 5 of 8
CUSIP No. 31210L104 13G
ITEM 4. OWNERSHIP.
The beneficial ownership of the Stock of the persons named in
Item 2 of this statement is as follows at the date hereof:
See Items 5-9 and 11 on the cover page for each Filer.
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
LLC, a registered investment adviser, is a general partner of
limited partnerships pursuant to limited partnership agreements
providing to LLC the authority, among other things, to invest the
funds of the partnerships in Stock, to vote and dispose of Stock
and to file this statement on behalf of the partnerships.
Pursuant to such limited partnership agreements, LLC is entitled
to allocations based on assets under management and realized and
unrealized gains. Pursuant to investment management agreements,
LLC is authorized, among other things, to invest funds of its
various investment advisory clients, and to vote and dispose of
those securities. Such investment management agreements may be
terminated by either party on notice as provided in such
agreements and provide for fees payable to LLC based on assets
under management and realized and unrealized gains.
No single client of LLC holds more than five percent of the
outstanding Stock.
Carrino is authorized by various individuals and entities to
invest funds of those individuals and entities and to vote and
dispose of securities acquired with such funds, including the
Stock. Carrino does not receive any fees for such activities.
None of such individuals and entities owns more than five percent
of the outstanding Stock.
Page 6 of 8
CUSIP No. 31210L104 13G
ITEM 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
See Exhibit A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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
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.
SIGNATURES
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.
DATED: March 18, 1999
BROOKHAVEN CAPITAL MANAGEMENT, LLC
By: /s/ Vincent A. Carrino /s/ Vincent A. Carrino
Vincent A. Carrino Vincent A. Carrino
Manager
Page 7 of 8
SCHEDULE 13G
CUSIP No. 757473103
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
OF STATEMENT ON SCHEDULE 13D OR 13G
The undersigned agree to file jointly with the Securities and
Exchange Commission (the "SEC") any and all statements on
Schedule 13D or Schedule 13G (and any amendments or supplements
thereto) required under section 13(d) of the Securities Exchange
Act of 1934, as amended, in connection with purchases by the
undersigned of securities of FaxSav Incorporated. For that
purpose, the undersigned hereby constitute and appoint Brookhaven
Capital Management, LLC, a California limited liability company,
as their true and lawful agent and attorney-in-fact, with full
power and authority for and on behalf of the undersigned to
prepare or cause to be prepared, sign, file with the SEC and
furnish to any other person all certificates, instruments,
agreements and documents necessary to comply with section 13(d)
and section 16(a) of the Securities Exchange Act of 1934, as
amended, in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the
exercise of the foregoing power, as fully as the undersigned
might or could do if personally present.
DATED: March 19, 1999.
BROOKHAVEN CAPITAL MANAGEMENT, LLC
/s/ Vincent A. Carrino /s/ Vincent A. Carrino
By: _______________________ _____________________________
Vincent A. Carrino Vincent A. Carrino
Manager
Page 8 of 8
CSR\4193\016\1034688.01
