UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
Under the Securities Exchange Act of 1934
THE FINX GROUP, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
31809A 10 5
(CUSIP Number)
Lewis S. Schiller
21634 Club Villa Terrace
Boca Raton, Florida 33433
(561) 447-6612
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 7, 2001
(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. 9
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 ("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).
Page 1 of 9
CUSIP No. 31809A 10 5 SCHEDULE 13D
(1) Names of Reporting Persons. I. R. S. Identification Nos. of above persons
(entities only): Lewis S. Schiller
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_|
(3) SEC Use Only
(4) Source of Funds: Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization: U.S.A.
(7) Sole Voting Power: 31,312,250 shares 2.1%
(8) Shared Voting Power: 715,489,701 shares 48.5%
(9) Sole Dispositive Power: 31,312,250 shares 2.1%
(10) Shared Dispositive Power: 715,489,701 shares 48.5%
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 746,801,951
shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(13) Percent of Class Represented by Amount in Row (11) 50.6%
(14) Type of Reporting Person (See Instructions) IN
Page 2 of 9
CUSIP No. 31809A 10 5 SCHEDULE 13D
(1) Names of Reporting Persons. I. R. S. Identification Nos. of above persons
(entities only): The Trinity Group-I, INc. Taxpayer ID: 13-3998041
(2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) |_|
(b) |_|
(3) SEC Use Only
(4) Source of Funds: Not Applicable
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e) [_]
(6) Citizenship or Place of Organization: Delaware
(7) Sole Voting Power: 0 shares 0.0%
(8) Shared Voting Power: 715,489,701 shares 49.2%
(9) Sole Dispositive Power: 0 shares 0.0%
(10) Shared Dispositive Power: 715,489,701 shares 49.2%
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 715,489,701
shares
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [_]
(13) Percent of Class Represented by Amount in Row (11) 49.2%
(14) Type of Reporting Person (See Instructions) CO
Page 3 of 9
Item 1. Security and Issuer.
This Amendment No. 2 relates to the common stock, par value $.01 per
share ("Common Stock"), of The Finx Group, Inc., a New York corporation (the
"Company"), and amends the Schedule 13D, dated April 28, 1999, as amended. The
Schedule 13D, as so amended, is hereinafter referred to as the "Schedule." All
capitalized terms used in this Amendment and otherwise undefined shall have the
meanings ascribed in the Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by the reporting persons. It shall refer only
to information that has materially changed since the filing of the Schedule.
Item 2. Identity and Background.
Set forth is information relating to each of the filing parties.
Lewis S. Schiller
(i) The name of the filing party is Lewis S. Schiller.
(ii) Mr. Schiller's address is 21364 Club Villa Terrace,
Boca Raton, Florida 33433.
(iii) Mr. Schiller is chairman, president and chief
executive officer of the Company. He is also the chairman, president and chief
executive officer of The Trinity Group-I, Inc. ("Trinity"), which is the
controlling stockholder of the Company.
(iv) During the past five years Mr. Schiller has not been
convicted in a criminal proceeding.
(v) During the last five years Mr. Schiller has not been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was 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.
(vi) Mr. Schiller is a citizen of the United States.
The Trinity Group-I, Inc.
(i) The name of the filing party is The Trinity Group-I,
Inc., a Delaware corporation.
(ii) Trinity's address is 21364 Club Villa Terrace, Boca
Raton, Florida 33433.
(iii) Trinity is a privately-owned investment entity. Its
principal equity interest is its investment in the Company.
(iv) During the past five years Trinity has not been
convicted in a criminal proceeding.
(v) During the last five years Trinity has not been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which it was 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.
Page 4 of 9
(vi) The chairman, president, chief executive officer and
sole stockholder of Trinity is Mr. Schiller.
The Schedule, when initially filed, included The Trinity Group, Inc.
("Trinity Group"), Grazyna B. Wnuk and Carol Schiller as filing parties. At the
time of that filing, Ms. Wnuk, Ms. Schiller and Trinity were the sole
stockholders of Trinity Group, and Trinity Group was the Company's controlling
stockholder. In or about May 1999, Trinity Group distributed the shares owned by
it to its stockholders. The shares which were transferable to Mr. Schiller were
transferred, on his instruction, to Trinity, of which he was and is the sole
stockholder.
Since Trinity Group has been dissolved and no longer owns the Company's
securities and Ms. Wnuk and Ms. Schiller are not stockholders of, and have no
beneficial interest in, Trinity, they are no longer included as parties to the
Schedule. Ms. Wnuk's stock ownership will be reflected in her own Schedule 13D.
Ms. Schiller owns less than a 5% beneficial in the Company.
Ms. Schiller is the wife of Mr. Schiller, however, Mr. Schiller has no
beneficial interest in any securities owned by Ms. Schiller, and, accordingly,
the shares beneficially owned by Ms. Schiller are not included in Mr. Schiller's
holdings. Ms. Schiller's equity interest in the Company is set forth in Item 5
to the Schedule.
Item 3. Source and Amount of Funds or Other Consideration
In June 2000, in connection with the merger of Fingermatrix, Inc. into
the Company, the Company issued 1,000 shares of series A 4% preferred stock to
Trinity in exchange for a similar series of preferred stock of Fingermatrix
which was issued in 1999. Each share of the series A preferred stock entitles
the holder to annual dividends at the rate of 4%. The holders of the series A
preferred stock have the right to elect a majority of the Company's directors.
Since all of the shares of series A preferred stock are owned by Trinity,
Trinity, and, by virtue of his control of Trinity, Mr. Schiller, holders the
right to elect a majority of the Company's directors. The holders of the series
A preferred stock shall vote as a class upon all matters upon which the holders
of the common stock have the right to vote.
Since on or about May 1999 through May 7, 2001, Trinity was the
Company's only significant source of funding. As of May 7, 2001, Trinity had
advanced to the Company and its subsidiaries approximately $3,700,000 to fund
the Company's operations. The accrued interest on such advances at 9% per annum
through May 7, 2001, was approximated $400,000. On May 7, 2001, Trinity
converted $1.5 million of that debt into 7,500,000 shares of common stock,
reflecting a purchase price of $0.20 per share, which was the fair market value
of the common stock on May 7, 2001. Trinity also converted an additional
$2,000,000 of debt into 20,000 shares of series B 8% voting redeemable
convertible preferred stock. Each share of series B preferred stock is
convertible into shares of common stock calculated by dividing $100 by the
lowest trading price of the Company's common stock during the period that the
series B preferred stock has been outstanding. As of the November 10, 2003, the
outstanding shares of series B preferred stock owned by Trinity were convertible
into 705,476,191 shares of common stock. The holders of the series B preferred
stock are entitled to vote with the common stock on an "as-if converted" basis.
On October 1, 2002, Trinity converted shares of series B preferred
stock into 10,000,000 shares of common stock and transferred 725 shares of
series B preferred stock to Mr. Schiller, its sole stockholder. Mr. Schiller
contemporaneously transferred the 725 shares of series B preferred stock to
Grazyna B. Wnuk, who is a vice president, secretary and a director of the
Company.
Page 5 of 9
From April 7, 2003 through August 4, 2003, Trinity entered into four
separate loan agreements pursuant to which it received gross loan proceeds of
$335,000. Substantially all of such funds were advanced by Trinity to the
Company. Payment by Trinity of the loans was secured by a pledge of shares of
series B preferred stock which were convertible into 237,190,476 shares of
common stock These notes become due during the period from May 2003 through
September 2003. The Company did not have the funds to pay the loans to Trinity,
and, as a result, Trinity defaulted on payment of the notes to the lenders. As a
result of the defaults under Trinity's notes to its lenders, Trinity converted
the shares of series B preferred stock into common stock and transferred an
aggregate of 237,190,476 shares of common stock to the lenders.
At or about the time that Trinity delivered shares of common stock to
its lenders as a result of its defaults on the notes described in the preceding
paragraph, Trinity converted its notes from the Company in the aggregate
principal amount of $335,000 into shares of series B preferred stock. As a
result of such conversion, Trinity received shares of series B preferred stock
which are convertible into 237,190,476 shares of common stock.
In addition, in June 2003, Trinity converted shares of series B
preferred stock into an aggregate of 14,000,000 shares of common stock, and
distributed the shares to Mr. Schiller, as sole stockholder of Trinity. Mr.
Schiller transferred such shares as gifts to members of his family and friends,
including shares to Ms. Grazyna B. Wnuk, who is vice president, secretary and a
director of the Company.
On each of July 25, 2003 and August 23, 2003, the Company issued to Mr.
Schiller 10,000,000 shares of common stock as a stock grant, in consideration of
the reduction of indebtedness by the Company to Mr. Schiller in the amounts of
$51,000 and $29,000, respectively.
Item 4. Purpose of the Transaction.
Reference is made to the information set forth in response to Item 3 in
connection with the issuance by the Company of its securities to Trinity.
As a result of its ownership of all of the outstanding shares of series
A preferred stock, Trinity and, as a result of his control of Trinity, Mr.
Schiller has the right, to elect a majority of the all of the Company's
directors. In addition, as a result of the ownership by Trinity and Mr. Schiller
of 21,325,760 shares of common stock and the ownership by Trinity of shares of
series B preferred stock which are convertible into 705,476,191 shares of common
stock, Mr. Schiller holds 48.8% of the voting rights, which gives him effective
control of the Company and the ability to approve any action requiring
stockholder approval.
Although the number of shares issuable upon conversion of the series B
preferred stock, when added to the outstanding shares of common stock, exceeds
the number of authorized shares of common stock, because of its stock ownership
and voting rights, Trinity and, by virtue of his control of Trinity, Mr.
Schiller, effectively has the ability to approve any action as may be necessary
to increase the authorized capital or effect a reverse split. Mr. Schiller
intends to propose an amendment to the Company's certificate of incorporation to
effect a reverse split, and the Company intends to file an information statement
for such purpose.
Item 5. Interest in Securities of the Issuer.
(a) Trinity owns 10,013,510 shares of common stock and series B
preferred stock which is convertible into 705,476,191 shares of common stock,
representing a beneficial interest in 49.2% of the common stock.
Page 6 of 9
(b) Mr. Schiller owns directly 11,312,250 shares of common stock and
warrants to purchase 20,000,000 shares of common stock. Mr. Schiller also owns
beneficially the 715,489,701 shares of common stock beneficially owned by
Trinity. Mr. Schiller beneficially owns 50.6% of the outstanding common stock.
Mr. Schiller and Trinity are deemed to share voting and dispositive power with
respect to the securities owned by Trinity.
(c) Ms. Carol Schiller owns 10,100,055 shares of common stock,
representing 1.3% of the Company's outstanding common stock. Ms. Schiller is the
wife of Mr. Schiller. Mr. Schiller disclaims beneficial interest in securities
owned by Ms. Schiller, and the shares owned by Ms. Schiller and not included in
the shares beneficially owned by Mr. Schiller.
(d) Set forth below is information as to transactions in the common
stock Mr. Schiller during the sixty days prior to the date this Amendment is
filed with the Securities and Exchange Commission: Trinity did not engage in any
transactions involving the Company's securities during the 60 days prior to the
filing of this Schedule 13D.
Lewis S. Schiller
-----------------
The following table sets forth information relating to stock
transactions by Mr. Schiller during the past 60 days. All transactions are
market sales of common stock.
Date Number of Shares Price per Share
---- ---------------- ---------------
9/22/03 1,000,000 $.005
9/23/03 1,000,000 .007
9/24/03 920,000 .006
9/24/03 80,000 .007
9/25/03 900,000 .006
9/29/03 1,000,000 .0036
10/2/03 1,000,000 .0038
10/3/03 1,000,000 .0039
10/10/03 1,000,000 .0039
10/15/03 305,000 .0042
10/15/03 695,000 .0039
10/16/03 1,000,000 .0044
(d) No person other than Trinity and Mr. Schiller has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the common stock.
Page 7 of 9
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information contained in this Statement is true, complete and
correct.
Dated November 10, 2003
/S/______________
Lewis S. Schiller
THE TRINITY GROUP-I, INC.
By:/S/________________________________
Lewis S. Schiller, Chairman and CEO
Page 8 of 9
Exhibit 1
---------
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(f) promulgated under the Securities
Exchange Act of 1934, as amended, the parties hereby agree to the joint filing
of the Statement on Schedule 13D with respect to the shares of common stock, par
value $.01 per share, of The Finx Group, Inc., with the Securities and Exchange
Commission and any other applicable authorities or parties. The parties hereto
further agree that this Joint Filing Agreement ("Agreement") be included as an
exhibit thereto. In addition, each party to this Agreement agrees to file
jointly any and all subsequent amendments to such Statement on Schedule 13D and
expressly authorizes each other party hereto to file the same on its behalf as
such filing party deems necessary or appropriate, until such time as a party
hereto shall notify the others in writing of its desire to terminate this
Agreement. This Agreement may be executed in multiple counterparts, each of
which shall constitute one and the same instrument.
Date: November 10, 2003
/S/______________
Lewis S. Schiller
THE TRINITY GROUP-I, INC.
By:/S/________________________________
Lewis S. Schiller, Chairman and CEO
Page 9 of 9