-----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, Qcm7aJmzoDhY9/iV8JiJBvUxm5vi++ll8fhsREg/CYUxkU0cYnDTSPbMA/dyRVOu mj20T+PBswURY08gTb7AOQ== 0000912057-02-018376.txt : 20020503 0000912057-02-018376.hdr.sgml : 20020503 ACCESSION NUMBER: 0000912057-02-018376 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020503 GROUP MEMBERS: LOUIS HABASH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TDK MEDIACTIVE INC CENTRAL INDEX KEY: 0000907237 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 954264046 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46194 FILM NUMBER: 02633341 BUSINESS ADDRESS: STREET 1: 26115 MUREAU RD STREET 2: STE B CITY: CALABASAS STATE: CA ZIP: 91302-3126 BUSINESS PHONE: 8188780505 MAIL ADDRESS: STREET 1: 26115 MUREAU ROAD STREET 2: SUITE B CITY: CALABASAS STATE: CA ZIP: 91302-3126 FORMER COMPANY: FORMER CONFORMED NAME: SOUND SOURCE INTERACTIVE DATE OF NAME CHANGE: 19940525 FORMER COMPANY: FORMER CONFORMED NAME: BASIC SCIENCE ASSOCIATES INC /DE/ DATE OF NAME CHANGE: 19940810 FORMER COMPANY: FORMER CONFORMED NAME: SOUND SOURCE INTERACTIVE INC /DE/ DATE OF NAME CHANGE: 19960509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASSI INC CENTRAL INDEX KEY: 0001020339 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 880353609 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5076 SPYGLASS HILL DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89122 BUSINESS PHONE: 7024317232 MAIL ADDRESS: STREET 1: 5076 SPYGLASS HILL DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89122 SC 13D/A 1 a2078390zsc13da.htm SC 13D/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)

TDK Mediactive, Inc.

(Name of Issuer)

Common Stock, par value $.001

(Title of Class of Securities)

83608K 107

(CUSIP Number)

Allyn R. Burroughs
3 Civic Plaza, Suite 200
Newport Beach, CA 92660

(Name, address, and telephone number of Person
authorized to Receive Notices and Communications)

June 25, 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 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. / /

Check the following box if a fee is being paid with the statement. / /

CUSIP No. 83608K 107

SCHEDULE 13D

Page 2 of 4 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ASSI, 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 IS DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		/ /

6	CITIZENSHIP OR PLACE OF ORGANIZATION
NEVADA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		None

	8	SHARED VOTING POWER
		None

	9	SOLE DISPOSITIVE POWER
		None

	10	SHARED DISPOSITIVE POWER
		None


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	/ /

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%

14	TYPE OF REPORTING PERSON
CO

CUSIP No. 83608K 107

SCHEDULE 13D

Page 3 of 4 Pages


1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LOUIS HABASH

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	/ /
		(b)	/ /

3	SEC USE ONLY

4	SOURCE OF FUNDS
Not applicable

5	CHECK BOX IS DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
	PURSUANT TO ITEMS 2(d) OR 2(e)		/ /


6	CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER
		None

	8	SHARED VOTING POWER
		None

	9	SOLE DISPOSITIVE POWER
		None

	10	SHARED DISPOSITIVE POWER
		None


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES	/ /

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%

14	TYPE OF REPORTING PERSON
IN

STATEMENT ON SCHEDULE 13D

Item 1. Security and Issuer.

This Amendment No. 3 to Schedule 13D is filed by ASSI, Inc., a Nevada corporation ("ASSI"), and Louis Habash ("Habash") to amend and update the Schedule 13D dated August 3, 1996 (the "Original Schedule 13D"), which was previously amended by Amendment No. 1 dated October 10, 1996 and Amendment No. 2 dated April 27, 1998. All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Original Schedule 13D. Items not included in this Amendment are either not amended or not applicable.

Item 5. Interest in Securities of the Issuer.

On or about June 25, 2001, ASSI sold 1,140,000 shares of Common Stock in a private transaction for $0.90 per share. ASSI and Habash ceased to be the beneficial owners of more than five percent of the Company on June 25, 2001.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Dated: April 29, 2002

		ASSI, INC.
		By:		/s/ Louis Habash Louis Habash, President
		/s/ Louis Habash Louis Habash

Page 4 of 4 Pages

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Item 1. Security and Issuer .

Item 5. Interest in Securities of the Issuer .

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