Parnas Lev SEC Form SC 13D Filed May 1, 2006 Last Updated February 3, 2020 at 1:09 AM ST

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SCHEDULE 13D

Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 13D

(Rule 13d-2-101)


INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)


(Amendment No. __)


EDGETECH INTERNATIONAL, INC.

(Name of Issuer)


Common Stock, $.001par value

(Title of Class of Securities)


233916-20-4

(CUSIP Number)


 

Lev Parnas

950 North Federal Highway

Suite 302

Pompano Beach, Florida 33062

(800) 655-0945

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


April 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 schedule 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(b) for other parties to whom copies are to be sent.


(Continued on following pages)


(Page 1 of 6 Pages)

_________________________________

1 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 ("Act") 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. 233916-20-4

13D

Page 2 of 6 Pages




1

NAME OF REPORTING PERSON

S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON

Lev Parnas

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ý

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)

¨

6

CITIZENSHIP OR PLACE OF ORGANIZATION


United States

NUMBER OF

 

SHARES

7

SOLE VOTING POWER

38,315,669

BENEFICIALLY


OWNED BY

8

SHARED VOTING POWER

0

EACH


REPORTING

9

SOLE DISPOSITIVE POWER

38,315,669

PERSON


WITH

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

38,315,669

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES SHARES*

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

72.9%

14

TYPE OF REPORTING PERSON

IN








CUSIP No. 233916-20-4

13D

Page 3 of 6 Pages




Item 1.

Security and Issuer


Common Stock

Edgetech International, Inc.

950 North Federal Highway, Suite 302

Pompano Beach, Florida 33062


Item 2.

Identity and Background


(a)

Lev Parnas

(b)

The business address of the Reporting Person is c/o the Issuer, 950 North Federal Highway, Suite 302, Pompano Beach, Florida 33062

(c)

The Reporting Person is the Chief Executive Officer and President of the Issuer; The principal business of the Issuer is to conduct the operations of its wholly-owned subsidiary, EGTH, which entail the marketing, sale and distribution of the PocketSurfer, a handheld wireless internet access device. The address of the Issuer is as set forth in Item 1 above.

(d)

Mr. Parnas has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

Mr. Parnas has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which 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.

(f)

Citizenship: U.S.


Item 3.

Source or Amount of Funds or Other Consideration


The consideration used in acquiring the subject securities were 36,491,114 shares of the restricted common stock of EGTH, Inc., a Florida corporation (“EGTH”). The transaction in which the subject securities were acquired was pursuant to a share exchange agreement (governed by the laws of the State of Florida without regard to choice or conflict of law principles) by and between the Issuer, EGTH and the shareholders of EGTH whereby, on April 20, 2006, the EGTH shareholders acquired, on a 1.05: 1 basis, 52,500,000 shares of the restricted common stock of the Issuer, representing approximately 99.9% of the Issuer’s issued and outstanding shares of common stock (immediately post such share exchange) in consideration for their 50,000,000 shares of EGTH.


Item 4.

Purpose of the Transaction


The purpose of the acquisition was to gain control of the Issuer in order that the business of EGTH may be conducted through a parent company of EGTH that is itself a public corporation. The Reporting Person is of the view that desired funding to effectuate the Issuer’s business plan may be more readily accessed by a public corporation than by a private corporation.


The Reporting Person does not currently have any plans or proposals which relate to or would result in:


(a)

The acquisition by any person or additional securities of the Issuer, or the disposition of securities of the Issuer, except that the Reporting Person, on behalf of and in his capacity as a director and executive officer of the Issuer, plans to seek up to between approximately $10 to $30 million in equity and/or debt financing for the Issuer over approximately the next 12 months to further the Issuer’s business plan. There are no current agreements, arrangements or understandings with respect to such financing. Such funds, if obtained, are in addition to $3,000,000 which the Issuer plans to receive pursuant to a stock purchase agreement between the Issuer and an entity that has previously provided business consulting services to EGTH. Such agreement provides for such entity to purchase from the Issuer from time to time within the 90 day period following April 20, 2006, subject to a 2 week grace period,






CUSIP No. 233916-20-4

13D

Page 4 of 6 Pages



such number of shares of the Issuer’s restricted common stock aggregating such dollar amount, based upon a 25% discount to the opening bid price on each closing date. In addition, the Reporting Person, on behalf of and in his capacity as a director and executive officer of the Issuer, plans to enter into employment agreements with current and as later may be retained management personnel, the terms of which may include the issuance of securities of the Issuer to such persons on such terms and conditions as may be negotiated and agreed to by the respective parties;


(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;


(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;


(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposal to change the number or term of directors or to fill any existing vacancies on the board, except that the Reporting Person, in his capacity as a director, Chief Executive Officer, and President of the Issuer, plans to eventually increase the size of the board by filling one or more existing vacancies, and to retain the services of one or more additional executive officers and other personnel in order to facilitate the Issuer’s business plan over approximately the next twelve months.


(e)

Any material change in the present capitalization or dividend policy of the Issuer, except that in the Reporting Person’s capacity as a director of the Issuer, a 1.75:1 forward stock split of the Issuer’s common stock is planned to be effected shortly;


(f)

Any other material change in the Issuer’s business or corporate structure, including but not limited to, if the Issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;


(g)

Changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any other person;


(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;


(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12 (g)(4) of the Act; or


(j)

Any action similar to any of those enumerated above.



Item 5.

Interest in Securities of the Issuer


(a)

The Reporting Person beneficially owns 38,315,669 shares of the Issuer’s common stock representing approximately 72.9% of the Issuer’s currently issued and outstanding shares of common stock; such number of shares includes an aggregate of 4,666,666 shares registered in the name of the Reporting Person as custodian for his two sons;


(b)

The Reporting Person has sole power to vote or to direct the vote as to all of the 38,315,669 shares referenced in paragraph (a) of this Item 5 and sole power to dispose or to direct the disposition of all of such shares; he does not share power to vote or to direct the vote or to dispose or to direct the disposition of any of such shares;







CUSIP No. 233916-20-4

13D

Page 5 of 6 Pages




(c)

As to any transactions in the class of securities reported on that were effected during the past sixty days by the person named in response to paragraph (a) above, see Item 3 above.



Item 6.

Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer


Except as disclosed in this Schedule 13 D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer (including securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting or investment power over such securities), including but not limited to transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding or proxies.

 

Item 7.

Material to be filed as Exhibits


Not applicable.









CUSIP No. 233916-20-4

13D

Page 6 of 6 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.


Date: April 28, 2006


   

/s/Lev Parnas

   

Lev Parnas








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