-----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, H0wagoIkfN7vtEIB6SDfLKuM1fTr70qL8xpQNkk6IgROkicScOJE8p9ANFEY0lrG kZuuxK5BcVV3M9dMbjMmuQ== 0001125282-01-000730.txt : 20010228 0001125282-01-000730.hdr.sgml : 20010228 ACCESSION NUMBER: 0001125282-01-000730 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETTAXI INC CENTRAL INDEX KEY: 0001084876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 820486102 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58813 FILM NUMBER: 1555735 BUSINESS ADDRESS: STREET 1: 1696 DELL AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088799880 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GARDNER MICHAEL CENTRAL INDEX KEY: 0001133352 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BAYTREE CAPITAL ASSOCIATES INC STREET 2: 40 WALL ST SUITE 58 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2125041700 MAIL ADDRESS: STREET 1: C/O BAYTREE CAPITAL ASSOCIATES INC STREET 2: 40 WALL ST SUITE 58 CITY: NEW YORK STATE: NY ZIP: 10005 SC 13D 1 0001.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NETTAXI.COM, INC. ----------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 Par Value Per Share ---------------------------------------- (Title of Class of Securities) 64115G102 ------------------------------ (CUSIP Number) Michael Gardner, c/o Baytree Capital Associates, LLC, 40 Wall Street, 58th floor New York, NY 10005 (212) 509-1700 ------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 28, 2000 ------------------------- (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 o. Check the following box if a fee is being paid with the statement o. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). SCHEDULE 13D CUSIP No. 64115G102 Page 2 of 3 ----------- --- --- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael Gardner SS# ###-##-#### - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] Not Applicable - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- Number of 7 SOLE VOTING POWER Shares Owned By Each 2,159,600 of 2,159,600 shares beneficially Reporting owned in the aggregate Person With -------------------------------------------------------------- 8 SHARED VOTING POWER Not applicable -------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,159,600 of 2,159,600 shares beneficially owned in the aggregate -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER Not applicable - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,159,600 shares - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This statement on Schedule 13D (the "Statement") relates to the common stock, $0.001 par value per share of Netttaxi.com, Inc. a Nevada corporation, with its principal executive offices at 1696 Dell Avenue, Campbell, CA 95008. Item 2. Identity and Background. This Statement is being filed by Michael Gardner, whose business address is 40 Wall Street, 58th floor, New York, NY 10005 c/o Baytree Capital Associates, LLC. During the last five years Mr. Gardner has not (i) been convicted in a criminal proceeding or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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 finding any violation with respect to such laws. Mr. Gardner is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. All purchases of common stock of Nettaxi.com, Inc. made by Mr. Gardner were made using personal funds. As of the Date of Event which required the filing of this Statement, Mr. Gardner had used approximately $1,619,700 of his personal funds to purchase Nettaxi.com, Inc. common stock. No other funds or other consideration were used in making such purchases. Item 4. Purpose of Transaction. All Nettaxi.com, Inc. securities owned by Mr. Gardner have been acquired by Mr. Gardner for investment purposes only. Item 5. Interest in Securities of the Issuer. As of the Date of the Event which required the filing of this Statement, February 28, 2000, Mr. Gardner owned 1,079,800 shares of Nettaxi.com, Inc. common stock and warrants to purchase 1,079,800 shares of Nettaxi.com, Inc. common stock, exercisable as of February 28, 2000, at an exercise price of $4.00 per share. The Nettaxi.com, Inc. securities owned by Mr. Gardner as of February 28, 2000 represented approximately 5.15% of the issued and outstanding shares of Nettaxi.com, Inc. common stock. As of February 28, 2000, Mr. Gardner had sole power to vote and dispose of each of the 1,079,800 shares of Nettaxi.com, Inc. common stock beneficially owned by him and the sole power to dispose of the 1,079,800 warrants to purchase Nettaxi.com, Inc. common stock. In the sixty days prior to February 28, 2000, the Date of the event requiring the filing of this Statement, Mr. Gardner did not engage in any transactions involving Nettaxi.com, Inc. common stock. 2 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. As of the Date of the Event which required the filing of this Statement Mr. Gardner did not have any contracts, arrangements, understandings or relationships with respect to the securities of the issuer. 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: February 23, 2001 /s/ Michael Gardner ------------------- Michael Gardner 3 -----END PRIVACY-ENHANCED MESSAGE-----