SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HUGHES J WINDER

(Last)

(First)

(Middle)

434 FAYETTEVILLE STREET, SUITE 600

(Street)

RALEIGH

27601

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUMMUS INC USA [ SUMU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/14/2004		P		2,142,900⁽¹⁾	A	⁽¹⁾	2,242,900	I	See Footnote⁽²⁾
Common Stock	09/29/2004		C		2,142,900⁽³⁾	A	⁽³⁾	4,385,800	I	See Footnote⁽²⁾
Common Stock	12/21/2004		C		1,500,000	A	⁽⁴⁾	5,885,800	I	See Footnote⁽²⁾
Common Stock	12/31/2004		J⁽⁶⁾		341,567	D	⁽⁶⁾	5,544,233	I	See Footnote⁽²⁾
Common Stock	12/31/2004		S		100,000	D	$0.604	5,444,233	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Note	⁽¹⁾	05/14/2004		P		2,142,900⁽¹⁾		05/14/2004	05/14/2007	Common Stock	2,142,900	⁽¹⁾	2,142,900	I	See Footnote⁽²⁾
Convertible Note	⁽³⁾	09/29/2004		C		2,142,900⁽³⁾		05/14/2004	05/14/2007	Common Stock	2,142,900	⁽³⁾	0	I	See Footnote⁽²⁾
Series D Convertible Preferred Stock	⁽⁴⁾	12/21/2004		C		1,500,000⁽⁴⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	1,500,000	⁽⁴⁾	0	I	See Footnote⁽²⁾

Explanation of Responses:

1. Pursuant to a private transaction with Summus, The Focus Fund, LP acquired, for $150,000: (i) 2,142,900 shares of Common Stock, and (ii) a $150,000 promissory note which is convertible into 2,142,900 shares of Summus common stock.

2. These shares are owned by The Focus Fund, LP of which Mr. Hughes is the General Partner. Mr. Hughes disclaims any beneficial ownership of any of these securities held by The Focus Fund, LP to which this Form 4 relates for purposes of the Securities Act of 1934, as Amended (the "Act"), except as to such securities which he may be deemed to have an indirect pecuniary interest pursuant to the Act.

3. On September 29, 2004, The Focus Fund, LP converted its outstanding $150,000 convertible promissory note into 2,142,900 shares of common stock.

4. On December 21, 2004, The Focus Fund, LP converted all of its 300 shares of outstanding Series D convertible preferred stock into 1,500,000 shares of common stock.

5. Not Applicable.

6. Capital distribution to investor by The Focus Fund, LP.

Remarks:

	Donald T. Locke, Attorney-in-Fact	01/04/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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