-----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, DbGN6zWMDyEqXa4UC/lza2r3kaTMXEl/eOQb8mC5q4uTK8eA7fDqd6cVC1Lmlf5z U2gCdJ2OnJLuhRaL2ZfR6Q== 0000890163-07-000076.txt : 20070213 0000890163-07-000076.hdr.sgml : 20070213 20070213122421 ACCESSION NUMBER: 0000890163-07-000076 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: CIRCLE T INTERNATIONAL, LTD. GROUP MEMBERS: CIRCLE T PARTNERS, L.P. GROUP MEMBERS: CIRCLE T2 LP GROUP MEMBERS: GOREN COUSINS I LLC GROUP MEMBERS: JAG MULTI INVESTMENTS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QSGI INC. CENTRAL INDEX KEY: 0000027960 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 132599131 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77943 FILM NUMBER: 07607293 BUSINESS ADDRESS: STREET 1: 70 LAKE DRIVE STREET 2: - CITY: HIGHTSTOWN STATE: NJ ZIP: 08520 BUSINESS PHONE: 609-426-4666 MAIL ADDRESS: STREET 1: 70 LAKE DRIVE STREET 2: - CITY: HIGHTSTOWN STATE: NJ ZIP: 08520 FORMER COMPANY: FORMER CONFORMED NAME: WINDSORTECH INC DATE OF NAME CHANGE: 20020205 FORMER COMPANY: FORMER CONFORMED NAME: DELTA STATES OIL INC DATE OF NAME CHANGE: 19941019 FORMER COMPANY: FORMER CONFORMED NAME: AUTOMATED DATA SCIENCES INC DATE OF NAME CHANGE: 19740221 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tobias Bros., Inc. CENTRAL INDEX KEY: 0001352886 IRS NUMBER: 133864711 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2501 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-521-5050 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2501 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 s11-7082_13ga.txt 13G/A UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 WASHINGTON, D.C. 20549 Expires: December 31, 2005 SCHEDULE 13G/A Estimated average (RULE 13D-102) burden hours per response. . 11 INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 QSGI, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 97380P100 (CUSIP Number) February 13, 2007 (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 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). Explanatory Note: The Schedule 13G previously filed on February 10, 2006 was filed by a reporting person different from, but affiliated with, the reporting person of this Schedule 13G/A. The change in reporting person merely reflects certain organizational changes within the reporting person of this Schedule 13G/A. CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Circle T Partners, L.P. 13-3869729 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,923,278 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,923,278 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,923,278 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.386% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (Limited Partnership) 2 CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Circle T International, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,923,278 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,923,278 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,923,278 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.386% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 3 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JAG Multi Investments LLC 37-1508758 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,923,278 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,923,278 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,923,278 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.386% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO (limited liability company) 4 CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Goren Cousins I LLC 02-0774002 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,923,278 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,923,278 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,923,278 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.386% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP NO. 97380P100 1. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Circle T2 LP 13-4053435 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH 2,923,278 shares of Common Stock REPORTING PERSON WITH 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 2,923,278 shares of Common Stock 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,923,278 shares of Common Stock 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.386% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (Limited Partnership) 5 ITEM 1. (A) NAME OF ISSUER QSGI, Inc. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 70 Lake Drive Highstown, NJ 08520 ITEM 2. (A) NAME OF PERSON FILING This Schedule 13G/A is being jointly filed by each of the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended: (i) Circle T Partners, L.P.; (ii) Circle T International Ltd.; (iii) JAG Multi-Investment LLC.; (iv) Goren Cousins I LLC; and (v) Circle T2 LP. The identification of the persons which acquired the shares of Common Stock which are subject to this report on Schedule 13G/A are set out on Exhibit A attached hereto. Tobias Bros. Inc. is the investment manager of these persons and the "Reporting Person". (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE For (i), and Tobias Bros. Inc.: 623 Fifth Avenue, Suite 2501 New York, NY 10022 For (ii): 401 City Avenue Bala Cynwyd, PA 19004 For (iii) and (iv): 150 East 52nd Street New York, NY 10022 For (v): 623 Fifth Avenue, Suite 2501 New York, NY 10022 (C) CITIZENSHIP (i) Delaware (ii)British Virgin Islands (iii) Delaware (iv) New York (v) Delaware (D) TITLE OF CLASS OF SECURITIES Common Stock, par value $.01 per share (E) CUSIP NUMBER 97380P100 ITEM 3. Not Applicable 6 ITEM 4. OWNERSHIP PROVIDE THE FOLLOWING INFORMATION REGARDING THE AGGREGATE NUMBER AND PERCENTAGE OF THE CLASS OF SECURITIES OF THE ISSUER IDENTIFIED IN ITEM 1. Circle Partners, L.P. Circle T International, Ltd JAG Multi-Investments LLC Goren Cousins I LLC Circle T2 LP (a) AMOUNT BENEFICIALLY OWNED: 2,923,278 shares of Common Stock (b) PERCENT OF CLASS*: 9.386% (c) NUMBER OF SHARES AS TO WHICH THE PERSON HAS: (i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 0 (ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 2,923,278 shares of Common Stock. (iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 0 (iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 2,923,278 shares of Common Stock. * The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon 31,172,716 shares of Common Stock outstanding. 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 Persons have 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 Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP See Exhibit A attached hereto. 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. 7 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated this 13th day of February, 2007 CIRCLE T PARTNERS, L.P. By: /s/ Seth Tobias ---------------------------------- Seth Tobias, Managing Member of the General Partner CIRCLE T INTERNATIONAL, LTD. By: /s/ Seth Tobias ---------------------------------- Seth Tobias, President of the General Partner of the Investment Manager JAG MULTI-INVESTMENTS LLC By: \s\ Seth Tobias ---------------------------------- Seth Tobias, President GOREN COUSINS I LLC By: \s\ Seth Tobias ---------------------------------- Seth Tobias, President CIRCLE T2 LP By: \s\ Seth Tobias ---------------------------------- Seth Tobias, Managing Member EXHIBIT INDEX The following exhibits are filed with this report on Schedule 13G/A: Exhibit A Identification of the Reporting Persons which acquired the shares which are the subject of this report on Schedule 13G/A. Exhibit B Joint Filing Agreement dated February 13, 2007 among Circle T Partners, L.P., Circle T International, Ltd., JAG Multi-Investments LLC, Goren Cousins I LLC and Circle T2 LP. EX-99 2 s11-7082_ex99a.txt EXHIBIT 99A Exhibit A Identification of Reporting Persons which acquired the shares which are the subject of this report on Schedule 13G/A. (1) Circle T Partners, L.P., is a private investment partnership formed under the laws of State of Delaware. Tobias GP, LLC is the General Partner of Circle T Partners L.P. Mr. Seth Tobias is the Managing Member of Tobias Capital L.P. (2) Circle T International, Ltd., is an international business company formed under the laws of the British Virgin Islands. Tobias Capital L.P.. is the Investment Manager of Circle T International, Ltd. Seth Tobias is the President of Tobias Capital, Inc., the general partner of Tobias Capital. (3) JAG Multi-Investments LLC, a limited ability company formed under the laws of the State of Delaware, is a managed account. Tobias Bros. Inc. serves as the investment manager of this account and Mr. Seth Tobias is the President of Tobias Bros. Inc. (4) Goren Cousins I LLC, a limited ability company formed under the laws of the State of New York, is a managed account. Tobias Bros. Inc. serves as the investment manager of this account and Mr. Seth Tobias is the President of Tobias Bros. Inc. (5) Circle T2 LP ., is a private investment partnership formed under the laws of State of Delaware. Circle T2 Management, LLC is the General Partner of Circle T2 L.P. Mr. Seth Tobias is the Managing Member of Circle T2 Management, LLC. EX-99 3 s11-7082_ex99b.txt EXHIBIT 99B Exhibit B JOINT FILING AGREEMENT This Agreement is filed as an exhibit to Schedule 13G/A being filed by Circle T Partners, L.P., Circle T International, Ltd., JAG Multi-Investments LLC, Goren Cousins I LLC and Circle T2 LP.in compliance with Rule 13d-1(k) of the Securities and Exchange Commission, which requires an agreement in writing indicating that the Schedule 13G/A to which this Agreement is attached is filed on behalf of the below-named entities, that they are each responsible for the timely filing of the Schedule 13G/A and any amendments thereto and for the completeness and accuracy of the information concerning such persons contained therein. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Dated this 13th day of February, 2007 CIRCLE T PARTNERS, L.P. By: /s/ Seth Tobias ---------------------------------- Seth Tobias, Managing Member of the General Partner CIRCLE T INTERNATIONAL, LTD. By: /s/ Seth Tobias ---------------------------------- Seth Tobias, President of the General Partner of the Investment Manager JAG MULTI-INVESTMENTS LLC By: \s\ Seth Tobias ---------------------------------- Seth Tobias, President GOREN COUSINS I LLC By: \s\ Seth Tobias ---------------------------------- Seth Tobias, President CIRCLE T2 LP By: \s\ Seth Tobias ---------------------------------- Seth Tobias, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----