-----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, AU8Ua7HQ8yAU2c8gT0trs99aimtSd/4s0Mo98i8VhVCsRQEH/j0pPCajfDMTLTaf B6Hc/x6tQLSlmU/UeKlApA== 0000950144-01-003118.txt : 20010228 0000950144-01-003118.hdr.sgml : 20010228 ACCESSION NUMBER: 0000950144-01-003118 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010226 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAINWORKS VENTURES INC CENTRAL INDEX KEY: 0000008497 STANDARD INDUSTRIAL CLASSIFICATION: MINERAL ROYALTY TRADERS [6795] IRS NUMBER: 870281240 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58867 FILM NUMBER: 1554280 BUSINESS ADDRESS: STREET 1: 1475 EAST TERMINAL WAY SUITE E CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 3183434448 MAIL ADDRESS: STREET 1: PO BOX 7070 CITY: MONROE STATE: LA ZIP: 71211-7070 FORMER COMPANY: FORMER CONFORMED NAME: AURIC METALS CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REISS KIRK K CENTRAL INDEX KEY: 0001135409 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 101 MARIETTA ST. STREET 2: SUITE 3450 CITY: ATLANTA STATE: GA ZIP: 30303 BUSINESS PHONE: 4045241667 MAIL ADDRESS: STREET 1: 101 MARIETTA ST. STREET 2: SUITE 3450 CITY: ATLANTA STATE: GA ZIP: 30303 SC 13D 1 g67277asc13d.txt BRAINWORKS VENTURES, INC. / KIRK K. REISS 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ________)* Brainworks Ventures, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 105029 10 2 - -------------------------------------------------------------------------------- (CUSIP Number) Marc J. Schwartz 101 Marietta Street Suite 3450 Atlanta, Georgia 30303 (404) 751-3272 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 14, 2001 - -------------------------------------------------------------------------------- (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 2 CUSIP No. 10529 10 2 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). - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk K. Reiss - -------------------------------------------------------------------------------- 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) OO - -------------------------------------------------------------------------------- 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 Shares 7. Sole Voting Power Shares 163,076 Beneficially Owned by ------------------------------------------------ Each 8. Shared Voting Power Reporting Person With ------------------------------------------------ 9. Sole Dispositive Power 163,076 ------------------------------------------------ 10. Shared Dispositive Power ------------------------------------------------ - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 163,076 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 3 CUSIP No. 10529 10 2 - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 9.3% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this Schedule relates is the common stock, par value $.01 per share ("Common Stock"), issued by Brainworks Ventures, Inc. (the "Company"), the principal executive office of which is located at 101 Marietta Street, Suite 3450, Atlanta, Georgia 30303. ITEM 2. IDENTITY AND BACKGROUND (a) Kirk K. Reiss (b) 14999 Taylor Road, Alpharetta, Georgia 30004. (c) The Reporting Person is an independent consultant for Executive Venture Partners and works from his residence at 14999 Taylor Road, Alpharetta, Georgia 30004. (d) None. (e) None. (f) United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION On February 14, 2001, the Company consummated the merger (the "Merger") of EBL Acquisition Corporation, a Georgia corporation and a wholly-owned subsidiary of the Company ("EBL Acquisition"), with and into eBusinessLabs, Inc., a privately-held Georgia corporation ("EBL"), pursuant to that certain Agreement and Plan of Merger dated December 29, 2000 by and among the Company, EBL Acquisition, EBL and certain shareholders of EBL signatory thereto, including the Reporting Person (the "Merger Agreement"), whereby EBL became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, upon consummation of the Merger, the Reporting Person converted 2,650,000 shares of EBL's common stock held by him into the right to receive 163,076 shares of Common Stock. ITEM 4. PURPOSE OF THE TRANSACTION The Reporting Person acquired the shares reported in Item 3 above as a result of the Company acquiring all the issued and outstanding capital stock of EBL pursuant to the Merger Agreement. The Reporting Person did not acquire the shares reported in Item 3 for the purpose of acquiring a significant equity position in, or control of, the Company. 4 CUSIP No. 10529 10 2 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Reporting Person owns 163,076 shares of Common Stock, of which 15,564 of such shares are currently held in escrow to satisfy certain indemnification claims the Company may make pursuant to the Merger Agreement and over which the Reporting Person retains voting control, and, therefore, he has sole voting and dispositive power over all 163,076 shares. The percentage of outstanding shares of Common Stock set forth in the cover pages has been calculated based on a total of 1,750,934 shares of Common Stock outstanding which includes 950,953 shares outstanding as of February 9, 2001 as reported on the Company's Quarterly Report for the period ended December 31, 2001 on Form 10-QSB filed with the SEC on February 20, 2001 and 799,981 shares of Common Stock issuable pursuant to the Merger Agreement. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER On December 29, 2000, the Company granted the Reporting Person options to purchase 25,000 shares of Common Stock at an exercise price of $5.25 per share with options to purchase 12,500 of such shares first becoming exercisable on or after December 29, 2001 and options to purchase the remaining 12,500 shares first becoming exercisable on or after December 29, 2002. Such options were granted pursuant to the Company's 2000 Stock Option Plan (the "Plan") and will expire the earlier of December 29, 2010 or upon the occurrence of certain events specified in the Stock Option Agreement entered into between the Reporting Person and the Company pursuant to the Plan. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in the statement is true, complete and correct. Date: February 26, 2001 /s/ Kirk K. Reiss ------------------------------- --------------------------------- Kirk K. Reiss -----END PRIVACY-ENHANCED MESSAGE-----