0001144204-05-003043.txt : 20120703
0001144204-05-003043.hdr.sgml : 20120703
20050202140703
ACCESSION NUMBER: 0001144204-05-003043
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20050202
DATE AS OF CHANGE: 20050202
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: RIGHTS DAVID J
CENTRAL INDEX KEY: 0001167532
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: 1000 LEOPARD ROAD
CITY: RYDAL
STATE: PA
ZIP: 19046
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Knockout Holdings, Inc.
CENTRAL INDEX KEY: 0001128008
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 134024018
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80279
FILM NUMBER: 05568669
BUSINESS ADDRESS:
STREET 1: 575 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2125882808
MAIL ADDRESS:
STREET 1: 575 MADISON AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER COMPANY:
FORMER CONFORMED NAME: UNITED NETWORK MARKETING SERVICES INC
DATE OF NAME CHANGE: 20001109
SC 13D
1
v12087_sc-13d.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
KNOCKOUT HOLDINGS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
49915T 10 7
--------------------------------------------------------------------------------
(CUSIP Number)
OSCAR TURNER
C/O KNOCKOUT HOLDINGS, INC.
100 W. WHITEHALL AVE.
NORTHLAKE, IL 60164
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 28, 2004
--------------------------------------------------------------------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 ss. 240.13d-7 for other
parties to whom copies are to be sent.
*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).
Page 2
SCHEDULE 13D
------------- ---------------
CUSIP NO. 49915T 10 7
------------- ---------------
--------- ----------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David Rights
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [_]
(b) [_]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
--------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E)
[ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 4,646,000
SHARES ------ -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING ------ -------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
4,646,000
------ -------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------------- ------ -------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,646,000
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[_]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.1% (based on 8,982,322 shares of Common Stock issued and
outstanding) (1)
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------- ----------------------------------------------------------------------
(1) The Reporting Person beneficially owns 29,037.500 shares of Series A
Preferred Stock, which are convertible into 4,646,000 shares of Common Stock of
the Issuer. All of the outstanding Series A and Series B Preferred Stock of the
Issuer will automatically convert into Common Stock immediately after the Issuer
amends its Certificate of Incorporation to authorize the issuance of a
sufficient number of shares of Common Stock so that all shares of the Company's
outstanding Preferred Stock may be converted into Common Stock. Upon conversion
of the Issuer's outstanding Series A and Series B Preferred Stock, assuming no
other change in the Issuer's capitalization, the Issuer is expected to have at
least 155,094,764 shares of Common Stock outstanding. After such conversion, the
Reporting Person will beneficially own 3% of the Issuer's outstanding Common
Stock.
Page 3
ITEM 1. SECURITY AND ISSUER
The title and class of equity securities to which this Schedule 13D
relates is Common Stock, par value $.001 per share (the "Common Stock"), of
Knockout Holdings, Inc., a Delaware corporation (the "Issuer"). The address of
the principal executive offices of the Issuer is 100 W. Whitehall Ave.,
Northlake, IL 60164.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by David Rights (the "Reporting Person"),
individually.
(b) The business address of the Reporting Person is 100 W. Whitehall Ave.,
Northlake, IL 60164.
(c) The Reporting Person's present principal occupation is President and CIO of
RTE Capital Asset Management.
(d) The Reporting Person has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the last five years, been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is 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 of any
violation with respect to such laws.
(f) The Reporting Person is a United States citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
Pursuant to an Agreement and Plan of Merger (the "Merger Agreement")
dated December 28, 2004 among the Issuer, Knockout Acquisition Corp., a Delaware
corporation, and The Knockout Group, Inc., a Delaware corporation, the Reporting
Person acquired 29,037.500 shares of Series A Preferred Stock of the Issuer in
consideration for 4,646,000 shares of common stock of The Knockout Group, Inc.,
a Delaware corporation. Each share of Series A Preferred Stock of the Issuer is
currently convertible into 160 shares of Common Stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person entered into the above-described transaction to
effect a change in control of the Issuer. The Reporting Person is expected to be
appointed as a director of the Issuer ten days after the Issuer transmits to all
holders of record of securities of the Issuer who would be entitled to vote at a
meeting for election of directors, information required pursuant to Rule 14f-1
promulgated pursuant to the Securities Exchange Act of 1934, as amended.
Since the December 28, 2004 change in control of the Issuer, the
Issuer's principal business has changed from operation of an Internet web site
to developing and marketing celebrity-branded cleaning products which are
intended to be safe for human use and environmentally friendly. The holders of a
majority of the Issuer's outstanding voting capital stock plan to cause an
amendment to the Issuer's Certificate of Incorporation to increase the
authorized number of shares of Common Stock of the Issuer and to effect a
reverse stock split. Also, the Board of Directors of the Issuer plans to adopt
amended and restated bylaws substantially in the form of the bylaws of The
Knockout Group, Inc.
Except as described above, the Reporting Person has no definitive plan,
arrangement or understanding to seek to cause the Issuer to be merged,
reorganized or liquidated, to sell or transfer any assets of the Issuer, to
cause the Issuer to change its current board of directors or management, to
cause any material change to its capitalization, dividend policy, business,
corporate structure, charter or bylaws, to cause the Common Stock to become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act, or to take any action similar to the above.
Page 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Person currently owns 29,037.500 shares of Series A
Preferred Stock of the Issuer. Each share of Series A Preferred Stock of the
Issuer will automatically convert into 160 shares of Common Stock of the Issuer
immediately after the Issuer amends its Certificate of Incorporation to
authorize the issuance of a sufficient number of shares of Common Stock so that
all outstanding shares of the Company's Series A and Series B Preferred Stock
may be converted into Common Stock. Through the Reporting Person's ownership of
29,037.500 shares of Series A Preferred Stock, he beneficially owns 4,646,000
shares of Common Stock of the Issuer, which represents 34.1% of the Issuer's
Common Stock based on 8,982,332 shares of Common Stock issued and outstanding as
of December 28, 2004. The Reporting Person has the sole power to vote or direct
the vote, and to dispose or direct the disposition of such shares.
Upon conversion of the Issuer's outstanding Series A and Series B
Preferred Stock, assuming no other change in the Issuer's capitalization, the
Issuer is expected to have at least 155,094,764 shares of Common Stock
outstanding. After such conversion, the Reporting Person will beneficially own
3% of the Issuer's outstanding Common Stock.
Except as set out above, the Reporting Person has not effected any
other transaction in any securities of the Issuer in the past sixty days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
On December 28, 2004, the Reporting Person entered into an Agreement
and Plan of Merger with the Issuer, pursuant to which the Reporting Person
acquired 29,037.500 shares of Series A Preferred Stock of the Issuer, in
consideration for 4,646,000 shares of common stock of The Knockout Group, Inc.,
a Delaware corporation. Each share of Series A Preferred Stock of the Issuer is
currently convertible into 160 shares of Common Stock of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 99.1 Agreement and Plan of Merger dated December 28, 2004
(incorporated by reference to Form 8-K of the Issuer, filed
with the Securities and Exchange Commission on January 4,
2005)
Page 5
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: February 1, 2005
/s/ David Rights
--------------------
David Rights