-----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, Exxmn31hsKf3MCeRTnho3UlYBmEpAo9oWLU3LXuJKF3lz2aO2uu73O7gzlYczdXE HIv8SRSiAIGlZ7l+Dwr2lg== 0000950138-03-000528.txt : 20030925 0000950138-03-000528.hdr.sgml : 20030925 20030924185055 ACCESSION NUMBER: 0000950138-03-000528 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030925 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXIOM PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001113643 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 752853946 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79182 FILM NUMBER: 03908881 BUSINESS ADDRESS: STREET 1: US REPRESENTATIVE OFFICE STREET 2: 8324 DELGANY AVENUE CITY: PLAYA DEL REY STATE: CA ZIP: 90293 BUSINESS PHONE: 3103017728 MAIL ADDRESS: STREET 1: US REPRESENTATIVE OFFICE STREET 2: 8324 DELGANY AVENUE CITY: PLAYA DEL REY STATE: CA ZIP: 90293 FORMER COMPANY: FORMER CONFORMED NAME: WICKLIFFE INTERNATIONAL CORP DATE OF NAME CHANGE: 20010511 FORMER COMPANY: FORMER CONFORMED NAME: WHOLE SALE ON THE NET INC DATE OF NAME CHANGE: 20000505 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROTH MICHAEL CENTRAL INDEX KEY: 0001010207 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 BUSINESS PHONE: 4142411810 MAIL ADDRESS: STREET 1: 10556 N PORT WASHINGTON RD CITY: MEQUON STATE: WI ZIP: 53092 SC 13G 1 axiom13g.txt \MISC\2003 FILINGS\SEPT 13G AXIOM-STARK-ROTH\ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN THE STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Axiom Pharmaceuticals, Inc. ----------------------------------------------- (Name of Issuer) Common Stock, $.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 007779101 ------------------ (CUSIP Number) September 15, 2003 - -------------------------------------------------------------------------------- (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 the disclosures provided in a prior cover page. The information required in 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). SCHEDULE 13G CUSIP NO. 007779101 2 of 6 _____________________________________________________________________________ 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) Michael A. Roth and Brian J. Stark, as joint filers pursuant to Rule 13d-1(k) _____________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] Not Applicable (b) [ ] _____________________________________________________________________________ 3 SEC USE ONLY _____________________________________________________________________________ 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America _____________________________________________________________________________ NUMBER OF 5 SOLE VOTING POWER SHARES 1,250,000 ______________________________________________________________ BENEFICIALLY 6 SHARED VOTING POWER OWNED BY Not Applicable ______________________________________________________________ EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,250,000 ______________________________________________________________ PERSON 8 SHARED DISPOSITIVE POWER WITH Not Applicable _____________________________________________________________________________ 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,250,000 _____________________________________________________________________________ 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not Applicable _____________________________________________________________________________ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.7% _____________________________________________________________________________ 12 TYPE OF REPORTING PERSON* IN _____________________________________________________________________________ SCHEDULE 13G CUSIP NO. 007779101 3 of 6 Item 1(a). Name of Issuer: Axiom Pharmaceuticals, Inc., a Nevada corporation (the "Issuer"). Item 1(b). Address of Issuer's Principal Executive Offices: 4695 Macarthur Court Newport Beach, CA 92660 Items 2(a), (b) and (c). Name of Persons Filing, Address of Principal Business Office and Citizenship: Michael A. Roth and Brian J. Stark, as joint filers (collectively, the "Reporting Persons"). The principal business office of the Reporting Persons is 3600 South Lake Drive, St. Francis, WI 53235. The Reporting Persons are U.S. citizens. Item 2(d). Title of Class of Securities: Common Stock, $.001 par value, of the Issuer (the "Common Stock") Item 2(e). CUSIP Number: 007779101 Item 3. Not applicable. Item 4. Ownership. (a) Amount beneficially owned: 1,250,000 shares of Common Stock* (b) Percent of class: Based on 13,186,680 shares of Common Stock outstanding, the Reporting Persons beneficially own 8.7% of the issued and outstanding shares of Common Stock.* (c) Number of shares to which such Reporting Persons have: (i) Sole power to vote or direct the vote: 1,250,000* (ii) Shared power to vote or direct the vote: None SCHEDULE 13G CUSIP NO. 007779101 4 of 6 (iii) Sole power to dispose or to direct the disposition of: 1,250,000* (iv) Shared power to dispose of or direct the disposition of: None * The foregoing amount of shares and percentage represent the combined indirect holdings of Michael A. Roth and Brian J. Stark, as joint filers. All of the foregoing shares are issuable to SF Capital Partners, Ltd., a British Virgin Islands company ("SF Capital") upon conversion and/or exercise of shares of Preferred Stock and warrant issued to it by the Issuer. The terms of such warrant preclude the holder thereof from exercising its warrant if such exercise would result in such holder and its affiliates beneficially owning in excess of 4.99% of the outstanding shares of Common Stock following such exercise. The terms of such Preferred Stock preclude the holder thereof from converting its shares of Preferred Stock if such conversion would result in such holder and its affiliates beneficially owning in excess of 9.999% of the outstanding shares of Common Stock following such conversion. Messrs. Roth and Stark are the founding members and direct the management of Staro Asset Management, L.L.C., a Wisconsin limited liability company ("Staro") which acts as investment manager and has sole power to direct the management of SF Capital. Through Staro, Messrs. Roth and Stark possess sole voting and dispositive power over all of the foregoing shares. Therefore, for the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, Messrs. Roth and Stark may be deemed to be the beneficial owners of the foregoing shares. 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 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 a 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 SCHEDULE 13G CUSIP NO. 007779101 5 of 6 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. SCHEDULE 13G CUSIP NO. 007779101 6 of 6 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. Dated: September 23, 2003 /s/ Michael A. Roth ----------------------- Michael A. Roth /s/ Brian J. Stark ----------------------- Brian J. Stark SCHEDULE 13G CUSIP NO. 007779101 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to certain shares of Common Stock, $.001 par value of Axiom Pharmaceuticals, Inc. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party knows or has reason to believe that such information is inaccurate. IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on September 23, 2003. /s/ Michael A. Roth ----------------------- Michael A. Roth /s/ Brian J. Stark ----------------------- Brian J. Stark -----END PRIVACY-ENHANCED MESSAGE-----