SC 13D/A 1 johnfleming13da111402.txt U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amended - Original 13D filed on October 15, 2002) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) SYCONET.COM, INC. COMMON STOCK 87122R 10 0 (CUSIP NUMBER) 2240 Shelter Island Dr., Suite 202 San Diego, CA 92106 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) October 10, 2002 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13C, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [ ]. 1. Names of Reporting Persons. S.S or I.R.S. Identification Nos. of Above Persons (entities only): JOHN FLEMING. 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 Citizen _____________________________________________________________________ Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 57,782,800 _____________________________________________________________________ 8. Shared Voting Power: _____________________________________________________________________ 9. Sole Dispositive Power: 31,320,000 _____________________________________________________________________ 10. Shared Dispositive Power: _____________________________________________________________________ 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 31,320,000 _____________________________________________________________________ 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: _____________________________________________________________________ 13. Percent of Class Represented by Amount in Row (11): 20.38% _____________________________________________________________________ 14. Type of Reporting Person: IN _____________________________________________________________________ 15. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: _____________________________________________________________________ _____________________________________________________________________ ITEM 1. SECURITY AND ISSUER. Syconet.com, Inc. Common Stock, $.001 par value 2240 Shelter Island Dr., Suite 202 San Diego, CA 92106 ITEM 2. IDENTITY AND BACKGROUND. (a) Name: John Fleming (b) Address: 2240 Shelter Island Dr., Number 202, San Diego, CA 92106 (c) Consultant (d) None (e) No (f) United States Citizen ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. (a) Pursuant to an Acquisition Agreement by and between Syconet.com, Inc. and Amcorp Group, Inc., John Fleming as founding member of Amcorp Group, Inc., in a 1-for-1 exchange of common stock, was issued common shares of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. (a) The purpose of this transaction was to enable the Issuer enter into an Acquisition Agreement with Amcorp Group, Inc. in exchange for 1-for-1 exchange of common stock of the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) John Fleming acquired 31,320,000 of common shares of the Issuer on October 10, 2002. After John Fleming's acquisition of the aforementioned shares of the Issuer, such amount represented 20.38% of the total and outstanding common shares of the Issuer. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. (a) Pursuant to an Appointment of Proxy, dated September 12, 2002, Four Way Associates, Inc. authorizes John Fleming to vote and otherwise represent Four Way Associates, Inc.'s 10,000,000 common shares of the Issuer at annual and/or special shareholder's meetings and any adjournments for a period of two years. (b) Pursuant to an Appointment of Proxy, dated September 12, 2002, Four Winds Associates, Inc. authorizes John Fleming to vote and otherwise represent Four Winds Associates, Inc.'s 9,962,800 common shares of the Issuer at annual and/or special shareholder's meetings and any adjournments for a period of two years. (c) Pursuant to an Appointment of Proxy, dated September 12, 2002, Marc R. Tow authorizes John Fleming to vote and otherwise represent Marc R. Tow's 6,500,000 common shares of the Issuer at annual and/or special shareholder's meetings and any adjournments for a period of two years. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the above information set forth in this statement is true, complete and correct. Date: November 14, 2002 /s/John Fleming