-----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, EQV6GDlc9WQX0/DZcCJWNDP9808Nmswv9CauUmiMnaAMkomEuLlV0EQyLK99YxC7 5nUTg2KDY4L6+mWkOEw8CA== 0000943763-04-000031.txt : 20040226 0000943763-04-000031.hdr.sgml : 20040226 20040226160328 ACCESSION NUMBER: 0000943763-04-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NAFUND INC CENTRAL INDEX KEY: 0001281806 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 24 HAZELTON AVENUE CITY: TORONTO OTARIO CANADA STATE: A1 ZIP: M5R2E2 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGX SYSTEMS INC CENTRAL INDEX KEY: 0000823130 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112941299 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40751 FILM NUMBER: 04630838 BUSINESS ADDRESS: STREET 1: 209 LAFAYETTE DR CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 5164334700 MAIL ADDRESS: STREET 1: 209 LAFAYETTE DR CITY: SYOSSET STATE: NY ZIP: 11791 FORMER COMPANY: FORMER CONFORMED NAME: FIRETECTOR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRETEK INC DATE OF NAME CHANGE: 19880804 SC 13D 1 sched13d-feb2004.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 SYNERGX SYSTEMS INC ------------------------------------------------- (Name of Issuer) Common Stock, $.001 Par Value ------------------------------------------------- (Title of Class of Securities) 871 60C 106 ------------------------------------------------- (CUSIP NUMBER) Dennis P. McConnell, Esq. c/o Dolgenos Newman & Cronin LLP 96 Spring Street New York, New York 10012 (212) 925-2800 ------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 29, 2003 -------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4) check the following box [ ]. 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, as amended (the "Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. SCHEDULE 13D CUSIP No. 871 60C 106 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nafund Inc. ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] ------------------------------------------------------------------------ 3 SEC USE ONLY ------------------------------------------------------------------------ 4 SOURCE OF FUNDS* WC ------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ---------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ontario, Canada ---------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 350,000 --------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 --------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 350,000 shares --------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 ---------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 350,000 shares ---------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] ----------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.4% ----------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ----------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement relates are the shares of common stock, par value $.001 per share (the "Common Stock"), of Synergx Systems Inc., (the "Company") a Delaware corporation, which has its principal executive offices at 209 Lafayette Avenue, Syosset, New York 11791 ITEM 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Nafund Inc., ("Nafund") which has its principal business address at: 24 Hazelton Avenue Toronto, Ontario Canada M5R 2E2 Nafund, a corporation incorporated under the laws of the Province of Ontario, carries on business as an investment management company with investments in various companies. Neither the Reporting Person nor any of the persons listed on Schedule A has, during the last five years, been convicted in any criminal proceeding and has not and is not subject to any judgment, decree or final order as a result of any civil proceeding, enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Set forth on Schedule A is the information required by Item 2 of Schedule 13D concerning each executive officer, director and control person of each of the Reporting Persons. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- On May 29, 2003, the Company (through a special purpose Nova Scotia subsidiary) acquired 25% of the equity of Secure 724 LP ("Secure 724 LP"), an Ontario limited partnership, from Nafund in consideration of (a) 300,000 shares of Common Stock; (b) warrants to purchase 50,000 shares of Common Stock at $1.15 per share for 24 months; (c) agreeing to provide secured loans of up to Cdn$300,000 (which was approximately $220,000 U.S. at September 30, 2003) to Secure 724 LP, with equity/loans of Cdn$500,000 to be provided by Nafund to Secure 724 LP, both tied to certain development milestones and (d) 150,000 shares of Common Stock to be issued in the future upon Secure 724 LP satisfying the milestones and Nafund providing the funding. Either the Company and/or Nafund can elect not to provide all or any part of the above funding (regardless of whether the milestones are attained). If milestones are attained and either the Company and/or Nafund elects not to provide all or part of the above funding it would have its equity reduced based on a formula. ITEM 4. PURPOSE OF THE TRANSACTION The information contained in Item 3 is incorporated herein by reference. The purpose of the transaction by Nafund was to acquire shares of the Company while disposing of 25% of the equity of Secure 724 LP. At the time it acquired the Common Stock, Nafund did not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so. The Reporting Persons may in the future consider a variety of different alternatives to achieving their goal of maximizing their value, including negotiated transactions, tender offers, proxy contests, consent solicitations, or other actions. However, it should not be assumed that such members will take any of the foregoing actions. The Reporting Persons reserve the right to participate, alone or with others, in plans, proposals or transactions of a similar or different nature with respect to the Company. The Reporting Persons intend to review their investment in the Company on a continuing basis and, depending on various factors, including the Company's business, affairs and financial position, other developments concerning the Company, the price level of the Common Stock, conditions in the securities markets and general economic and industry conditions, as well as other investment opportunities available to them, may in the future take such actions with respect to their investment in the Company as they deem appropriate in light of the circumstances existing from time to time. Such actions may include, without limitation, the purchase of additional shares of Common Stock in the open market and in block trades, in privately negotiated transactions or otherwise, the sale at any time of all or a portion of the Common Stock now owned or hereafter acquired by them to one or more purchasers, the purchase or sale of derivative instruments the underlying security of which is shares of the Issuer, or the distribution in kind at any time of all or a portion of the Common Stock now owned or hereafter acquired by them. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) Nafund: (i) As a result of the transaction described herein, Nafund is the beneficial owner of 350,000 shares of Common Stock, which represents 7.4% of the Common Stock that would be issued and outstanding. (A) Number of shares as to which such person has: (i) Sole power to vote or direct the vote: 350,000 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct disposition: 350,000 (iv) Shared power to dispose or to direct disposition: 0 Other than the transactions detailed in ITEM 6 below, the Reporting Person has not effected any transactions in the Common Stock in the past 60 days. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ------------------------------------------------ At the time the Common Stock was acquired, the Reporting Person had no present plans or proposals that related to or would have resulted in any of the actions required to be described in Item 4 of Schedule 13D. However, in December of 2003 Nafund distributed an aggregate of 300,000 shares of the Common Stock to certain of its debenture holders, none of whom hold more than 5% of the Company's Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS ------------------------------------------------ N/A SIGNATURES 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. Pursuant to Rule 13d-1(k)(1), we agree that this statement is filed on behalf of each of us. Dated as of February 24, 2004 Nafund Inc. By: /s/STAN ABRAMOWITZ ------------------------------- Stan Abramowitz, Secretary SCHEDULE A NAFUND INC I. Nafund Inc. A. Directors 1. Mark I. Litwin Business Address: 106 Avenue Road Toronto, Ont., Canada M5R 2H3 Principal Business Occupation: Corporate Executive, President Genterra Inc. Citizenship: Canadian 2. Ian Dalrymple Business Address: 1200 Sheppard Avenue East Unit 100 Willowdale, Ont., Canada M2K 2S5 Principal Business Occupation: Portfolio Manager, President of Nigel Stephens Council Inc. Citizenship: Canadian 3. Leonard Bellam Business Address: 4261 Sherwood Town Blvd. Mississauga, Ont., Canada L4Z 1Y5 Principal Business Occupation: Barrister & Solicitor Citizenship: Canadian 4. Mitchell J. Sanders Business Address: 40 Sheppard Avenue West Suite 700 North York, Ont., Canada M2N 6K9 Principal Business Occupation: Barrister & Solicitor Citizenship: Canadian B. Executive Officers 1. Mark I. Litwin - President See I(A)(1) 2. Stan Abramowitz - Secretary Business Address: 106 Avenue Road Toronto, Ont., Canada, M5R 2H3 Principal Business Occupation: Chief Financial Officer, Forum Financial Corp. Citizenship: Canadian C. Control Persons 1. Mark Litvack Business Address: 3555 Cote Des Neiges Suite 707 Montreal, Quebec, Canada H3H 1V2 Citizenship: Canadian -----END PRIVACY-ENHANCED MESSAGE-----