-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, InJ3qqCckysOCJx23j8UyPathQR2g4UhxZNEajAXed0iRi7awcuukE2ihn6pEr0Y Rm/rmYA/yB6La2Os4WJSrA== 0000897069-08-000754.txt : 20080415 0000897069-08-000754.hdr.sgml : 20080415 20080415101749 ACCESSION NUMBER: 0000897069-08-000754 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080415 DATE AS OF CHANGE: 20080415 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Z TRIM HOLDINGS, INC CENTRAL INDEX KEY: 0001052257 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 364197173 STATE OF INCORPORATION: IL FISCAL YEAR END: 1114 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-78466 FILM NUMBER: 08756078 BUSINESS ADDRESS: STREET 1: 1011 CAMPUS DRIVE STREET 2: 310-556-0080 CITY: MUNDELEIN STATE: IL ZIP: 60060 BUSINESS PHONE: 847-549-60 MAIL ADDRESS: STREET 1: 1011 CAMPUS DRIVE CITY: MUNDELEIN STATE: IL ZIP: 60060 FORMER COMPANY: FORMER CONFORMED NAME: CIRCLE GROUP HOLDINGS INC DATE OF NAME CHANGE: 20030313 FORMER COMPANY: FORMER CONFORMED NAME: CIRCLE GROUP INTERNET INC DATE OF NAME CHANGE: 19980512 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HALPERN GREGORY J CENTRAL INDEX KEY: 0001162944 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1200 NINETEENTH STREET NW CITY: WASHINTONG STATE: DC ZIP: 20036 BUSINESS PHONE: 2028616445 MAIL ADDRESS: STREET 1: 1011 CAMPUS DRIVE CITY: MUDELEIN STATE: IL ZIP: 60060 SC 13G 1 cmw3487.htm AMENDMENT TO SC13D ON SC13G
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
SCHEDULE 13D
ON
SCHEDULE 13G

Under the Securities Exchange Act of 1934

Z TRIM HOLDINGS, INC.
(Name of Issuer)

Common Stock
(par value $.00005 per share)
(Title of Class of Securities)

172570103
(CUSIP Number)

April 11, 2008
(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).

(Continued on following page(s))
Page 1 of 5 Pages

CUSIP No. 172570103  
1



 NAME OF REPORTING PERSONS
 

Gregory J. Halpern
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP


(a)   [  ]
(b)   [  ]
3

 SEC USE ONLY

4

 CITIZENSHIP OR PLACE OF ORGANIZATION

United States
NUMBER OF

SHARES 		5


 SOLE VOTING POWER

11,301,600
BENEFICIALLY

OWNED 		6


 SHARED VOTING POWER

290,000
BY EACH

REPORTING 		7


 SOLE DISPOSITIVE POWER

11,301,600
PERSON WITH:

 8


 SHARED DISPOSITIVE POWER

290,000
9


 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,591,600
10  


 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

Not Applicable
[  ]
11  


 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

16.1%(1)
12  


 TYPE OF REPORTING PERSON

IN

  (1) The percent ownership calculated is based upon an aggregate of 72,056,375 shares outstanding as of November 12, 2007, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed on November 16, 2007.

Page 2 of 5 Pages

CUSIP No. 172570103  


EXPLANATORY NOTE

        This Amendment No. 2 to Schedule 13D on Schedule 13G amends the Schedule 13D originally filed by Gregory J. Halpern on October 18, 2007 and amended on March 27, 2008, and reflects that as of the date of this filing, the Reporting Person is disclosing his beneficial ownership in Z Trim Holdings, Inc. on Schedule 13G.

*  *  *

Item 1(a). Name of Issuer:
  Z Trim Holdings, Inc.

Item 1(b). Address of Issuer’s Principal Executive Offices:
  1011 Campus Drive
Mundelein, Illinois 60060

Item 2(a). Name of Person Filing:
  Gregory J. Halpern

Item 2(b). Address of Principal Business Office or, if none, Residence:
  1713 North Player Court
Vernon Hills, Illinois 60061

Item 2(c). Citizenship:
  United States

Item 2(d). Title of Class of Securities:
  Common Stock (par value $.00005 per share)

Item 2(e). CUSIP Number:

  172570103



Page 3 of 5 Pages

CUSIP No. 172570103  


Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:       Not Applicable
  [_] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  [_] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  [_] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  [_] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
  [_] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
  [_] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
  [_] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G).
  [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  [_] 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);
  [_] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

  (a) Amount Beneficially Owned:  11,591,600
  (b) Percent of Class:  16.1%
  (c) Number of shares as to which such person has:
  (i) sole power to vote or to direct the vote:  11,301,600
  (ii) shared power to vote or to direct the vote:  290,000
  (iii) sole power to dispose or to direct the disposition of:  11,301,600
  (iv) shared power to dispose or to direct the disposition of:  290,000

Item 5. Ownership of Five Percent or Less of a Class.
  Not Applicable

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

  Not Applicable

Page 4 of 5 Pages

CUSIP No. 172570103  


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.
  Not Applicable

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.

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.

Date: April 14, 2008

/s/ Gregory J. Halpern
Gregory J. Halpern





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