SC 13G 1 doc1.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________________________ SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) _________________________________________________ Mark Holdings, Inc. (formerly Mark Solutions, Inc.) --------------------------------------------------- (Name of Issuer) COMMON STOCK ------------ (Title of Class of Securities) 570390104 --------- (CUSIP Number) December 31, 2002 ----------------- (Date of event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x] Rule 13d-1(c) [ ] Rule 13d-1(d) (Continued on following pages) (Page 1 of 4 Pages) Page 2 of 4 Pages -------------------------------------------------------------------------------- NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 1. Jay Gottlieb -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: United States -------------------------------------------------------------------------------- 5. SOLE VOTING POWER NUMBER OF SHARES 603,650 shares of Common Stock of the Issuer. BENEFICIALLY OWNED BY 6. SHARED VOTING POWER EACH None. REPORTING 7. SOLE DISPOSITIVE POWER PERSON WITH 603,650 shares of Common Stock of the Issuer. 8. SHARED DISPOSITIVE POWER None. -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 603,650 shares of Common Stock of the Issuer. -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.2% -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- ITEM 1(a). NAME OF ISSUER. Mark Holdings, Inc. (formerly Mark Solutions, Inc.) ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES. 1135 Clifton Avenue Clifton, New Jersey 07013 ITEM 2(a). NAMES OF PERSON FILING. Jay Gottlieb ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE. THE ADDRESS OF THE RESIDENCE OF JAY GOTTLIEB IS: 27 Misty Brook Lane New Fairfield, CT 06812 ITEM 2(c). CITIZENSHIP. Jay Gottlieb is a citizen of the United States of America. ITEM 2(d). TITLE OF CLASS OF SECURITIES. Common Stock ITEM 2(e). CUSIP NUMBER. 570390104 Page 3 of 4 Pages ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b), CHECK WHETHER THE PERSON FILING IS A: Not applicable. This statement is filed pursuant to Rule 13d-1(c). ITEM 4. OWNERSHIP. (a) Amount beneficially owned by reporting person, is 603,650 shares of Common Stock of the Issuer. (b) Percent of Class: The reporting person beneficially holds 6.2% of the Issuer's issued and outstanding Common Stock (based on 9,714,606 shares of Common Stock of the Issuer issued and outstanding as of November 13, 2002 as stated in the Form 10-Q for Mark Holdings, Inc. (formerly Mark Solutions, Inc.) for the fiscal quarter ended September 30, 2002.) (c) Number of shares as to which such person has: (i) Sole power to direct the vote: 603,650 shares of Common Stock of the Issuer. (ii) Shared power to vote or to direct the vote: None. (iii)Sole power to dispose or direct the disposition of the Common Stock: 603,650 shares of Common Stock of the Issuer. (iv) Shared power to dispose or direct the disposition of: None. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATION. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 4 of 4 Pages 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. February 10, 2003 ------------------- (Date) /s/ Jay Gottlieb ------------------------------------------------- (Signature)