-----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, MDXwP/Im6eYdsyLg+1UZgtSv0miIOUCYvEgURaMSRAIP1PX7JsIJMnKXpvssJjz8 oDq2OG6ZP4e1ioOxzHDB9g== 0001019056-06-000427.txt : 20060413 0001019056-06-000427.hdr.sgml : 20060413 20060413145723 ACCESSION NUMBER: 0001019056-06-000427 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060413 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tara Capital Inc CENTRAL INDEX KEY: 0001357885 IRS NUMBER: 223839746 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81732 FILM NUMBER: 06758205 BUSINESS ADDRESS: STREET 1: 3505 SOUTH OCEAN BLVD STREET 2: SUITE 12S CITY: HIGHLAND BEACH STATE: FL ZIP: 33487 BUSINESS PHONE: 561-330-7900 MAIL ADDRESS: STREET 1: 3505 SOUTH OCEAN BLVD STREET 2: SUITE 12S CITY: HIGHLAND BEACH STATE: FL ZIP: 33487 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAGEMARK COMPANIES LTD CENTRAL INDEX KEY: 0000089041 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 131948169 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125544219 MAIL ADDRESS: STREET 1: 1285 AVE OF THE AMERICAS STREET 2: 35TH FL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED TECHNOLOGY GROUP LTD DATE OF NAME CHANGE: 19950525 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL INFORMATION SYSTEMS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: SEQUENTIAL ELECTRONIC SYSTEMS INC DATE OF NAME CHANGE: 19680822 SC 13D 1 tara_13d.txt SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The Sagemark Companies Ltd. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 78668E108 (CUSIP Number) Tara Capital, Inc. Theodore B. Shapiro, President 3505 South Ocean. Blvd. Highland Beach, Florida 33487 (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) Copies to: The Sagemark Companies Ltd. 1285 Avenue of the Americas, 35th Floor New York, New York 10019 January 20, 2006 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act, but shall be subject to all other provisions of the Act (however, see the Notes). ================================================================================ - ---------------------------- ------------------------------ CUSIP No. 78668E108 Page 1 of 4 Pages - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tara Capital, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 on Page 3 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION DE - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 650,977 NUMBER OF SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY N/A EACH REPORTING PERSON ---------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER 650,977 ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER N/A - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - ---------------------------- ------------------------------ CUSIP No. 78668E108 Page 2 of 4 Pages - ---------------------------- ------------------------------ - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Theodore B. Shapiro - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS See Item 3 on Page 4 - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Florida/USA - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES ---------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH REPORTING PERSON ---------------------------------------------------- WITH 9 SOLE DISPOSITIVE POWER ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $0.01 par value, of The Sagemark Companies Ltd, a New York corporation. The address of the Issuer's principal office is 1285 Avenue of the Americas, 35th Floor, New York, New York 10019. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed by Tara Capital, Inc., a Delaware corporation, whose principal place of business is 3505 South Ocean Blvd., Highland Beach, Florida 33431 and also by Theodore B. Shapiro, the President, sole director and 10% owner of the capital stock of the Reporting Person. Theodore B. Shapiro is a member of the Board of Directors of the Issuer and its President and Chief Executive Officer. Mr. Shapiro's principal place of business is 4710 N.W. Boca Raton Blvd., Suite 200, Boca Raton, Florida 33431. Mr. Shapiro is a resident of Florida and a citizen of the United States. During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The Reporting Person acquired 650,977 shares of common stock of the Issuer pursuant to the following transactions: SHARES FUNDS OR OTHER CONSIDERATION 977 Acquired by Tara Capital, Inc. in May 2001 pursuant to a Stock Purchase Agreement dated as of May 14, 2001, as amended, by and among the Issuer, Pamels Corp., John M. Donaldson Revocable Trust, Tara Capital, Inc., Bocara Corporation, Mercury Capital Corp., Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. in consideration of and in exchange for shares of common stock of Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. owned by Tara Capital, Inc. 150,000 Represents the shares of common stock underlying a warrant granted to the Reporting Person on March 7, 2001, which was repriced on October 11, 2005 from $1.12 per share to $1.60 per share and its term was extended to October 10, 2010. The warrant was acquired by the Reporting Person in consideration of certain services rendered by Theodore B. Shapiro to the Issuer as President and Chief Executive Officer of the Issuer. 125,000 Represents the shares of common stock underlying a warrant granted to the Reporting Person on March 7, 2001, which was repriced on October 11, 2005 from $1.12 per share to $1.60 per share and its term was extended to October 10, 2010. The warrant was acquired by the Reporting Person in consideration of certain services rendered by Theodore B. Shapiro to the Issuer as President and Chief Executive Office of the Issuer. 100,000 Represents the shares of common stock, with an exercise price of $1.70 per shares, underlying a warrant granted to the Reporting Person on May 25, 2001 with an expiration date of June 24, 2006, which was extended by the Board of Directors of the Issuer on October 11, 2005 to October 10, 2010. The warrant was acquired by the Reporting Person as incentive compensation in connection with an Employment Agreement entered into by Theodore B Shapiro and the Issuer. 275,000 Acquired by Tara Capital, Inc. in June 2004 pursuant to an earn-out provision of a Stock Purchase Agreement dated as of May 14, 2001, as amended, by and among the Issuer, Pamels Corp., John M. Donaldson Revocable Trust, Tara Capital, Inc., Bocara Corporation, Mercury Capital Corp., Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. in consideration of and in exchange for shares of common stock of Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. owned by Tara Capital, Inc. _________ 650,977 TOTAL ITEM 4. PURPOSE OF TRANSACTION The shares of common stock of the Issuer are held by the Reporting Person solely for investment purposes. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) The Reporting Person owns an aggregate of 275,977 shares of common stock of the Issuer pursuant to a Stock Purchase Agreement dated as of May 14, 2001, as amended, by and among the Issuer, Pamels Corp., John M. Donaldson Revocable Trust, Tara Capital, Inc., Bocara Corporation, Mercury Capital Corp., Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. received in consideration of and in exchange for shares of common stock of Premier P.E.T. Imaging International, Inc. and Premier Cyclotron International Corp. owned by Tara Capital Inc., and holds warrants for the purchase of 375,000 shares of common granted to the Reporting Person by the Issuer. (b) Theodore B. Shapiro owns 10% of the capital stock of the Reporting Person. Various family members own and control the remaining 90%. (c) None (d) None (e) N/A ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13D is true, complete and correct. Dated: April 13, 2006 TARA CAPITAL, INC. By: /s/ THEODORE B. SHAPIRO --------------------------- Theodore B. Shapiro President -----END PRIVACY-ENHANCED MESSAGE-----