UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Under the Securities Exchange Act of 1934
(Amendment No. __)*
A.C.T. Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00088R105
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(CUSIP Number)
January 31, 2005
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(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)
SCHEDULE 13G
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CUSIP No. 00088R105
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Name of Reporting Persons (entities only).
I.R.S. Identification Nos. of Above Persons
Anthem/CIC Ventures Fund, LP
95-4889366
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x] (b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Delaware/United States of America
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Number of Shares 5 Sole Voting Power
Beneficially Owned by 0
Each Reporting Person
With
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6 Shared Voting Power
4,099,336
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7 Sole Dispositive Power
0
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8 Shared Dispositive Power
4,099,336
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
4,099,336
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10 Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) [ ]
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11 Percent of Class Represented by Amount in Row (9)
17.1%
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12 Type of Reporting Person (see Instructions)
PN
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SCHEDULE 13G
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CUSIP No. 00088R105
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Name of Reporting Persons (entities only).
I.R.S. Identification Nos. of Above Persons
Anthem/CIC Venture Management, LLC
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2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [x] (b) [ ]
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3 SEC Use Only
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4 Citizenship or Place of Organization
Delaware/United States of America
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Number of Shares 5 Sole Voting Power
Beneficially Owned by 245,141
Each Reporting Person
With
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6 Shared Voting Power
4,099,336
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7 Sole Dispositive Power
245,141
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8 Shared Dispositive Power
4,099,336
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9 Aggregate Amount Beneficially Owned By Each Reporting Person
4,344,477
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10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11 Percent of Class Represented by Amount in Row (9)
18.1%
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12 Type of Reporting Person (see Instructions)
OO (limited liability company)
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SCHEDULE 13G
Item 1.
(a) Name of Issuer:
A.C.T. Holdings, Inc.
(b) Address of Issuer's Principal Executive Office:
381 Plantation Street
Worcester, MA 01605
Item 2.
(a) Name of Person Filing
Anthem/CIC Ventures Fund, LP
Anthem/CIC Venture Management, LLC
(b) Address of Principal Business Office or, if none,
Residence
The business address of each filing person is:
225 Arizona Avenue, Suite 200
Santa Monica, CA 90401
(c) Citizenship
Anthem/CIC Ventures Fund, LP is a Delaware limited
partnership. Anthem/CIC Venture Management, LLC is a
Delaware limited liability company.
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 00088R105
Item 3. If Statement is filed pursuant to Rules 13(d)-1(b) or 13d-2(b), check
whether Person Filing is a:
Not Applicable.
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in accordance with
ss. 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount Beneficially Owned:
Anthem/CIC Ventures Fund, LP is the owner of record of
2,647,060 shares of the Issuer's common stock and the owner of
warrants to purchase 1,452,276 shares of the Issuer's common
stock. Anthem/CIC Venture Management, LLC is the owner of record
of 116,395 shares of Issuer's common stock and the owner of
warrants to purchase 128,746 shares of the Issuer's common stock.
Together, the Group Members beneficially own 2,763,455 shares of
the Issuer's common stock and warrants to purchase 1,581,022
shares of the Issuer's common stock.
Anthem/CIC Venture Management, LLC has the sole power to
vote and dispose of the shares owned by it, and may be deemed to
share power to vote and dispose of the shares owned of record by
Anthem/CIC Ventures Fund, LP.
(b) Percentage of Class:
18.1%
(c) Number of shares of which such person has:
(i) Sole power to vote or to direct the vote:
Anthem/CIC Ventures Fund, LP - 0
Anthem/CIC Venture Management, LLC - 245,141
(ii) Shared power to vote or to direct the vote
4,099,336
(iii) Sole power to dispose or to direct the disposition of:
Anthem/CIC Ventures Fund, LP - 0
Anthem/CIC Venture Management, LLC - 245,141
(iv) Shared power to dispose or direct the disposition of::
4,099,336
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 Members of the Subsidiary Which
Acquired the Securities Being Reported on by the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group
See Attached Exhibit A - Joint Filing Agreement.
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 acquired in the ordinary course of
business and 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.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: February 11, 2005
ANTHEM/CIC VENTURES FUND, LP,
a Delaware Limited Partnership
By: ANTHEM/CIC VENTURE INVESTORS, LLC,
a Delaware Limited Liability Company
Title: General Partner
By:/s/ GREGORY A. BONFIGLIO
Name: GREGORY A. BONFIGLIO
Title: Member
ANTHEM/CIC VENTURE MANAGEMENT, LLC,
a Delaware Limited Liability Company
By:/s/ GREGORY A. BONFIGLIO
Name: GREGORY A. BONFIGLIO
Title: Member
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as
amended, the undersigned hereby agree that the Schedule 13G to which this Joint
Filing Agreement is being filed as an exhibit shall be a joint statement filed
on behalf of each of the undersigned.
Date: February 11, 2005
ANTHEM/CIC VENTURES FUND, LP, a Delaware Limited Partnership
By: ANTHEM/CIC VENTURE INVESTORS, LLC,
a Delaware Limited Liability Company
Title: General Partner
By:/s/ GREGORY A. BONFIGLIO
Name: GREGORY A. BONFIGLIO
Title: Member
ANTHEM/CIC VENTURE MANAGEMENT, LLC, a Delaware Limited Liability
Company
By:/s/ GREGORY A. BONFIGLIO
Name: GREGORY A. BONFIGLIO
Title: Member