-----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, SqhreFBSE7ILF/O+GQJhzSYjbRtKcypetnLaVxfD2zv3ycdMA7lGAA0NvL03Yue3 V83rl0WUai5oHgBDOtHenA== 0001021432-99-000069.txt : 19990510 0001021432-99-000069.hdr.sgml : 19990510 ACCESSION NUMBER: 0001021432-99-000069 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990507 GROUP MEMBERS: ASSOCIATES, INC. GROUP MEMBERS: CASSIDY & ASSOCIATES, JAMES M. CASSIDY, PIERCE MILL GROUP MEMBERS: CASSIDY JAMES M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNDERLAND ACQUISITION CORP CENTRAL INDEX KEY: 0001068132 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 522102142 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-56145 FILM NUMBER: 99613284 BUSINESS ADDRESS: STREET 1: 1504 R ST NW CITY: WASHINGTON STATE: DC ZIP: 20009 BUSINESS PHONE: 2023875400 MAIL ADDRESS: STREET 1: 1504 R ST NW CITY: WASHINGTON STATE: DC ZIP: 20009 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASSIDY JAMES M CENTRAL INDEX KEY: 0001084458 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 577443604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1506 R ST NW CITY: WASHINGTON STATE: DC ZIP: 20009 MAIL ADDRESS: STREET 1: 1504 R ST NW CITY: WASHINGTON STATE: DC ZIP: 20009 SC 13G/A 1 United States Securities and Exchange Commission Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Sunderland Acquisition Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 867 281107 (CUSIP Number) April 10, 1999 (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) 1. Names of Reporting Persons: Pierce Mill Associates, Inc. Cassidy & Associates James M. Cassidy James M. Cassidy is the sole shareholder and director of Pierce Mill Associates, Inc. and is the sole proprietor of Cassidy & Associates. 2. Check the appropriate box if a member of a group: (a) / x / (b) 3. SEC use only 4. Citizenship or place of organization Pierce Mill Associates, Inc. Delaware corporation Cassidy & Associates District of Columbia sole proprietorship James M. Cassidy Natural person, citizen of the United States 5 -8. Sole Shared Sole Shared Voting Voting Dispositive Dispositive Power Power Power Power Pierce Mill Associates, Inc. 0 0 Cassidy & Associates 750,000 750,000 James M. Cassidy 750,000 750,000 60,000 60,000 (1) (1) Includes a warrant to purchase 60,000 shares of common stock at $16.67 per share for a period of three years issued to an entity of which Mr. Cassidy is the controlling shareholder. 9&11. Aggregate amount beneficially owned by each reporting person and percent of class. Aggregate amount Beneficially Percent Owned of Class Pierce Mill Associates, Inc. 0 0% (1) Cassidy & Associates 0 0% (1) James M. Cassidy 750,000 20.3% 810,000 21.9% (2) (1) James M. Cassidy is the sole shareholder and director of Pierce Mill Associates, Inc. and is the sole proprietor of Cassidy & Associates and is therefore deemed to be the beneficial owner of the common stock held by each of these entities. (2) Assumes exercise of a warrant to purchase 60,000 shares. 10. Check box if aggregate amount in #9 excludes certain shares. Not applicable. 12. Type of reporting Person Pierce Mill Associates, Inc. CO Cassidy & Associates OO (Sole proprietorship) James M. Cassidy IN - --------------------------------------------------------------------------- Schedule 13G Part 2, page 1 Item 1(a) Name of Issuer: Sunderland Acquisition Coporation (b) Address of Issuer's Principal Executive Offices: 1504 R Street, NW Washington, DC 20009 Item 2(a) Name of Person Filing: James M. Cassidy (b) Address of Principal Business or, if none, Residence: 1506 R Street, NW Washington, DC 20009 (c) Citizenship: United States (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 867 281107 Item 3. If statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) Not applicable Item 4. Ownership (a) Amount beneficially owned: 750,000 shares Warrant to purchase common stock 60,000 shares (b) Percent of Class: 20.3% Assuming exercise of Warrant 21.9% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 750,000 Warrant to purchase common stock 60,000 (ii) shares power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 750,000 Warrant to purchase common stock 60,000 (iv) shared power to dispose or to direct the disposition of 0 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 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Not applicable Item 8. Identification and Classification of Members of the Group The group has consisted of James M. Cassidy, a natural person, Pierce Mill Associates, Inc., a Delaware corporation of which the sole shareholder and director is James M. Cassidy, and Cassidy & Associates, a District of Columbia law firm of which James M. Cassidy is the sole proprietor. Pierce Mill Associates, Inc. is no longer a member of the group as it no longer holds securities of the issuer. Item 9. Notice of Dissolution of Group: Pierce Mill Associates, Inc. is no longer a member of the group as it no longer holds any securities of the issuer. Item 10. Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. /s/ James M. Cassidy James M. Cassidy May 7, 1999 - --------------------------------------------------------------------- Schedule 13G Part 2, page 3 Item 1(a) Name of Issuer: Sunderland Acquisition Corporation (b) Address of Issuer's Principal Executive Offices: 1504 R Street, NW Washington, DC 20009 Item 2(a) Name of Person Filing: Pierce Mill Associates, Inc. (b) Address of Principal Business or, if none, Residence: 1506 R Street, NW Washington, DC 20009 (c) Citizenship: Delaware corporation (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 867 281107 Item 3. If statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) Not applicable Item 4. Ownership (a) Amount beneficially owned: 0 shares (1) (b) Percent of Class: 0% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 0 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 0 (iv) shared power to dispose or to direct the disposition of 0 (1) James M. Cassidy is the sole shareholder and director of Pierce Mill Associates, Inc. Item 5. Ownership of Five Percent or Less of a Class X Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Not applicable Item 8. Identification and Classification of Members of the Group The group has consisted of James M. Cassidy, a natural person, Pierce Mill Associates, Inc., a Delaware corporation of which the sole shareholder and director is James M. Cassidy, and Cassidy & Associates, a District of Columbia law firm of which James M. Cassidy is the sole proprietor. Pierce Mill Associates, Inc. is no longer a member of the group as it no longer holds securities of the issuer. Item 9. Notice of Dissolution of Group: Pierce Mill Associates, Inc. is no longer a member of the group as it no longer holds any securities of the issuer. Item 10. Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. PIERCE MILL ASSOCIATES, INC. By /s/James M. Cassidy James M. Cassidy, Director - ------------------------------------------------------------------- Schedule 13G Part 2, page 5 Item 1(a) Name of Issuer: Sunderland Acquisition Corporation (b) Address of Issuer's Principal Executive Offices: 1504 R Street, NW Washington, DC 20009 Item 2(a) Name of Person Filing: Cassidy & Associates, a sole proprietorship of James M. Cassidy who has sole voting control. (b) Address of Principal Business or, if none, Residence: 1506 R Street, NW Washington, DC 20009 (c) Citizenship: District of Columbia Sole proprietorship (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 867 281107 Item 3. If statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) Not applicable Item 4. Ownership (a) Amount beneficially owned: 0 shares(1) (b) Percent of Class: 0% (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 750,000 (ii) shared power to vote or to direct the vote 0 (iii) sole power to dispose or to direct the disposition of 750,000 (iv) shared power to dispose or to direct the disposition of 0 (1) James M. Cassidy is the sole proprietor of Cassidy & Associates and is therefore deemed to be the beneficial owner of the 750,000 shares of common stock held by it. 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 Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on By the Parent Not applicable Item 8. Identification and Classification of Members of the Group The group has consisted of James M. Cassidy, a natural person, Pierce Mill Associates, Inc., a Delaware corporation of which the sole shareholder and director is James M. Cassidy, and Cassidy & Associates, a District of Columbia law firm of which James M. Cassidy is the sole proprietor. Pierce Mill Associates, Inc. is no longer a member of the group as it no longer holds securities of the issuer. Item 9. Notice of Dissolution of Group: Pierce Mill Associates, Inc. is no longer a member of the group as it no longer holds any securities of the issuer. Item 10. Certification: By signing below the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. CASSIDY & ASSOCIATES By /s/ James M. Cassidy James M. Cassidy -----END PRIVACY-ENHANCED MESSAGE-----