-----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, NapexCk4etsuwgUG1h2VKvXjNvp9bEYVck+jRFhh635R7sP4bG1MTN0w0jMO6yCO lmbaVcfHrIf4//LFtvs+Lg== 0001137403-02-000089.txt : 20021231 0001137403-02-000089.hdr.sgml : 20021231 20021231152901 ACCESSION NUMBER: 0001137403-02-000089 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LIFSCHULTZ DAVID K CENTRAL INDEX KEY: 0001201180 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 641 WEST 59TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WORLDWATER CORP CENTRAL INDEX KEY: 0000811271 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING SERVICES [8711] IRS NUMBER: 330123045 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40207 FILM NUMBER: 02873812 BUSINESS ADDRESS: STREET 1: PENNINGTON BUSINESS PARK STREET 2: 55 ROUTE 31 SOUTH CITY: PENNINGTON STATE: NJ ZIP: 08534 BUSINESS PHONE: 6098180700 MAIL ADDRESS: STREET 1: PENNINGTON BUSINESS PARK STREET 2: 55 ROUTE 31 SOUTH CITY: PENNINGTON STATE: NJ ZIP: 08534 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN BEVERAGE COMPANY DATE OF NAME CHANGE: 19920703 SC 13D/A 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WorldWater Corp. ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, $0.001 per share ------------------------------------------------------------------------------ (Title of Class of Securities) 98155N 10 6 ------------------------------------------------------------------------------ (CUSIP Number) David K. Lifschultz 641 West 59th Street New York, NY 10019 (212) 397-7788 ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 22, 2002 ------------------------------------------------------------------------------ (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 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 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). CUSIP No. 98155N 10 6 ------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). David K. Lifschultz --------------------------------- - ------------------------------------------------------------------------------ 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) ________ (b) X -------- - ------------------------------------------------------------------------------ 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 - ------------------------------------------------------------------------------ Number of 7. Sole Voting Power 4,141,668 Shares ------------------------------------------------------------ Beneficially 8. Shared Voting Power 0 Owned by ------------------------------------------------------------ Each 9. Sole Dispositive Power 4,141,668 Reporting ------------------------------------------------------------ Person With 10. Shared Dispositive Power 0 - ------------------------------------------------------------------------------ 11. Aggregate Amount Beneficially Owned by Each Reporting Person 4,141,668 (*) *Includes 3,066,668 shares of common stock and warrants to purchase 1,075,000 shares of common stock. - ----------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares ________________ - ----------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 8.2 percent - ----------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN - ----------------------------------------------------------------------------- Item 1. Security and Issuer This statement relates to the common stock, $0.001 par value per share, of WorldWater Corp. (the "Issuer"); the address of their executive offices is: Pennington Business Center, 55 Route 31 South, Pennington, New Jersey 08534. Item 2. Identity and Background This statement is filed by the following: David K. Lifschultz 641 West 59th Street New York, New York 10019 Principal occupation: Executive Chairman, Genoil, Inc. Principal business address: Lifschultz Industries, Inc. 641 West 59th Street New York, New York 10019 During the last five years, David K. Lifschultz has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). David K. Lifschultz has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he either is or was 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 resulting in a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration David K. Lifschultz purchased the shares with personal funds for the total amount of $60,000. Item 4. Purpose of Transaction The shares of Common Stock of the Issuer deemed to be beneficially owned by David K. Lifschultz are being held for investment purposes. The shares of the Common Stock of the Issuer were acquired by David K. Lifschultz for investment purposes and not for the purpose of acquiring control of the Issuer. David K. Lifschultz may in the future directly acquire shares of the Common Stock in open market or private transactions, block purchases or otherwise. David K. Lifschultz may acquire additional shares of Common Stock or continue to hold or dispose of all or some of the shares reported herein from time to time, in each case in open market or private transactions, block sales or purchases or otherwise. The Reporting Person does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (b) through (j), inclusive, of Item 4 of the Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position and formulate plans or proposals with respect thereto, but has no present intention of doing so. Item 5. Interest in Securities of the Issuer (a) As of the close of business on December 13, 2002, David K. Lifschultz beneficially owns 3,066,668 shares of the common stock of the Issuer and 1,075,000 warrants to purchase an aggregate of 1,075,000 shares of the common stock of the Issuer at an exercise price of $0.15 per share for 325,000 shares, $0.25 per share for 250,000 shares and $0.10 per share for 500,000 shares of common stock for an aggregate amount of 4,141,668 shares of the common stock of the Issuer. Assuming the exercise by David K. Lifschultz of all of the warrants described above, this constitutes an aggregate of 8.2% of the outstanding shares of common stock of the Issuer. (b) David K. Lifschultz has the sole power to vote and dispose of all shares. (c) Since the filing of the Schedule 13D on October 31, 2002, Mr. Lifschultz has purchased 400,000 shares of the common stock of the Issuer in open market transactions on the Over-the-Counter Bulletin Board between November 22, 2002 and December 13, 2002 at the average price per share being $.15. (d) not applicable (e) not applicable Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits None - ----------------------------------------------------------------------------- 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: December 31, 2002 /s/ David K. Lifschultz -------------------------- Signature Name: David K. Lifschultz -----END PRIVACY-ENHANCED MESSAGE-----