SEC Info - YA Global Investments, et al. - ‘SC 13D’ on 12/10/02 re: Electra Capital Inc/NV

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YA Global Investments, et al. – ‘SC 13D’ on 12/10/02 re: Electra Capital Inc/NV

On: Tuesday, 12/10/02, at 2:19pm ET · Accession #: 1144204-2-1535 · File #: 5-61851

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/10/02  YA Global Investments             SC 13D                 1:15K  Electra Capital Inc/NV            Vintage/FA
          Marc Angelo
          Yorkville Advisors LLC

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     29K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contract, Arrangements, Understandings or Relationships With Respect To Identity and Background Interest in Securities of the Issuer Material to Be Filed as Exhibits Purpose of Transaction Reporting Persons Security and Issuer Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
5	Item 1. Security and Issuer
"	Item 2. Identity and Background
"	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
6	Item 5. Interest in Securities of the Issuer
"	Item 6. Contract, Arrangements, Understandings or Relationships With Respect To
"	Item 7. Material to Be Filed as Exhibits
8	Reporting Persons

SC 13D 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

================================================================================

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 ASGA INC.
 ---------
(NAME OF ISSUER)

Common Stock
------------
(TITLE OF CLASS OF SECURITIES)

  (CUSIP NUMBER)

 Mark Angelo
Cornell Capital Partners, LP
 101 Hudson Street, Suite 3606
 Jersey City, New Jersey 07302
(201) 985-8300
 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
 AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)

Copy To:

David Gonzalez, Esq.
 Butler Gonzalez LLP
1000 Stuyvesant Avenue - Suite 6
 Union, NJ 07083
(908) 810-8588

 November 20, 2002
 -----------------

 (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   [].

SC 13D 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
SCHEDULE 13D

--------------------------------------------------------------------------------

1.     Names of Reporting Persons.                                    

Cornell Capital Partners, LP                              

--------------------------------------------------------------------------------

    2.     Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X]                                    
(b) [  ]                                    
--------------------------------------------------------------------------------

3.     SEC Use Only                                                   

--------------------------------------------------------------------------------

4.     Source of Funds (See Instructions) OO                          

--------------------------------------------------------------------------------

 5.     Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)                                      
--------------------------------------------------------------------------------

6.     Citizenship or Place of Organization:  Delaware                

--------------------------------------------------------------------------------
Number of                                                                       
Shares                                                                          
Beneficially                                                                    
Owned by                                                                        
Each                                                                            
Reporting                                                                       
Person With        7.     Sole Voting Power 15,000,000                          
                                 900,000 (as Compensation)

8.     Shared Voting Power                

9.     Sole Dispositive Power             
                  15,000,000
                                 900,000 (as Compensation)

10.     Shared Dispositive Power            
--------------------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person  

15,900,000                                            
--------------------------------------------------------------------------------

   12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares
( )                                                   

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)            

69%                                                   
--------------------------------------------------------------------------------

14.     Type of Reporting Person (See Instructions)                   
PN                                                    

SC 13D 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
SCHEDULE 13D

--------------------------------------------------------------------------------

1.     Names of Reporting Persons.                                    

Yorkville Advsiors, LLC                                   

--------------------------------------------------------------------------------

    2.     Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X]                                    
(b) [  ]                                    
--------------------------------------------------------------------------------

3.     SEC Use Only                                                   

--------------------------------------------------------------------------------

4.     Source of Funds (See Instructions) OO                          

--------------------------------------------------------------------------------

 5.     Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)                                      
--------------------------------------------------------------------------------

6.     Citizenship or Place of Organization:  Delaware                

--------------------------------------------------------------------------------
Number of                                                                       
Shares                                                                          
Beneficially                                                                    
Owned by                                                                        
Each                                                                            
Reporting                                                                       
Person With        7.     Sole Voting Power                                     
     15,000,000 (as General Partner of
                         Cornell Capital Partners, LP)
900,000    (as Compensation)

8.     Shared Voting Power                

9.     Sole Dispositive Power             
     15,000,000 (as General Partner of
                         Cornell Capital Partners, LP)
900,000    (as Compensation)

10.     Shared Dispositive Power            
--------------------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person  

         15,900,000 (as General Partner of Cornell Capital Partners, LP)
--------------------------------------------------------------------------------

   12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares
( )                                                   

--------------------------------------------------------------------------------
13.     Percent of Class Represented by Amount in Row (11)            

69%                                                   
--------------------------------------------------------------------------------

14.     Type of Reporting Person (See Instructions)                   
PN                                                    

SC 13D 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
SCHEDULE 13D

--------------------------------------------------------------------------------

1.     Names of Reporting Persons.                                    

Mark Angelo                                               
--------------------------------------------------------------------------------

    2.     Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ X]                                    
(b) [  ]                                    
--------------------------------------------------------------------------------

3.     SEC Use Only                                                   

--------------------------------------------------------------------------------

4.     Source of Funds (See Instructions) OO                          

--------------------------------------------------------------------------------

 5.     Check 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                                                                          
Beneficially                                                                    
Owned by                                                                        
Each                                                                            
Reporting                                                                       
Person With        7.     Sole Voting Power                                     
                       15,000,000 (as Portfolio Manager of Cornell Capital
                          Partners, LP and President of Yorkville Advisors, LLC)
900,000    (as Compensation)

8.     Shared Voting Power  -0-           

9.     Sole Dispositive Power             
                       15,000,000 (as Portfolio Manager of Cornell Capital
                          Partners, LP and President of Yorkville Advisors, LLC)
900,000    (as Compensation)

10.     Shared Dispositive Power -0-        
--------------------------------------------------------------------------------

11.     Aggregate Amount Beneficially Owned by Each Reporting Person  

15,900,000 (as Portfolio Manager of Cornell Capital   
                        Partners, LP and President of Yorkville Advisors, LLC)
------------------------------------------------------------------------------

   12.     Check if the Aggregate Amount in Row (11) Excludes Certain Shares
( )                                                   

------------------------------------------------------------------------------  
13.     Percent of Class Represented by Amount in Row (11)            

69%                                                   
------------------------------------------------------------------------------  

14.     Type of Reporting Person (See Instructions)                   
IN                                                    

SC 13D 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
                                                                    Page 5

ITEM 1.  SECURITY AND ISSUER.                                                   
-------------------                                           

     This  statement  relates  to  shares  of common stock, par value $0.001 per
share  (the  "Shares"),  of  ASGA Inc, a Nevada corporation (the "Issuer").  The
      ------                                              ------
principal  executive  office  of  the  Issuer  is  located  at  660 South Hughes
Boulevard  Elizabeth  City,  North  Carolina  27909.                            

ITEM 2.  IDENTITY AND BACKGROUND.                                               
-----------------------                                       

     (a)-(c),  (f).  This  statement is being filed by Cornell Capital Partners,
LP ("Cornell"), Yorkville Advisors, LLC ("Yorkville") and Mark Angelo ("Angelo")
   -------                              ---------                     ------
(Cornell,  Yorkville  and  Angelo  collectively,  the  "Reporting  Persons").   
                                                  ------------------
Cornell,  a  Delaware  limited partnership, whose business address is 101 Hudson
Street,  Suite  3606,  Jersey  City, New Jersey 07302, is a private equity fund.
Yorkville,  a  Delaware  LLC, whose business address is 101 Hudson Street, Suite
3606,  Jersey City, New Jersey 07302 is the General Partner of Cornell.  Angelo,
whose business address is 101 Hudson Street, Suite 3606, Jersey City, New Jersey
07302  is the Portfolio Manager of Cornell Capital Partners, LP and President of
Yorkville.  Angelo  is  a  citizen  of  the  United  States.                    

     (d)  and  (e).  During  the  last  five years, no Reporting Person has been
convicted  in  a  criminal  proceeding  (excluding traffic violations or similar
misdemeanors)  or  been  a  party  to  a  civil  proceeding  of  a  judicial  or
administrative  body of competent jurisdiction in which the Reporting Person was
or  is  the  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  violations with respect to such laws.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     
-------------------------------------------------             

     On  October  14, 2002, Cornell acquired 900,000 Shares, as compensation for
entering into an Equity Line of Credit Agreement with ASGA Inc., and on November
20,  2002  Cornell  acquired 15,000,000 Shares, which were pledged as collateral
for  a  Promissory  Note  entered  into  with ASGA Inc, as to which ASGA Inc has
defaulted  on  its  repayment.                                                  

ITEM 4.  PURPOSE OF TRANSACTION.                                                
----------------------                                        

     Cornell  acquired  the Shares for investment and not with a view to, or for
resale  in  connection with, any distribution thereof, and the Reporting Persons
do  not  have  a present intention of selling, granting any participation in, or
otherwise  distributing  the  acquired  Shares.  The  Reporting  Persons have no
present  plans or intentions which would result in or relate to any transactions
described  in  subparagraphs  (a)  through  (j)  of  Item  4  of  Schedule  13D.

SC 13D 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
                                                                    Page 6

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.                                  
------------------------------------                          

     (a)-(b)  As  of  November  25,  2002  Cornell was the record and beneficial
owner  of  15,900,000  Shares  representing  69%  of  the issued and outstanding
Shares.  Yorkville,  as  the General Partner of Cornell, may be deemed to have a
beneficial  ownership  in  the  aforementioned  Shares.  Angelo as the Portfolio
Manager of Cornell Capital Partners, LP and President of Yorkville may be deemed
to  have  a  beneficial  ownership  in  the  aforementioned  Shares.            

     Cornell  has  the  sole  power to vote and to dispose of all of its Shares.
Yorkville,  as  the General Partner of Cornell, has the sole power to direct the
vote  and/or  to direct the disposition of the Shares directly owned by Cornell.
Angelo,  as  the Portfolio Manager of Cornell Capital Partners, LP and President
of  Yorkville,  has  the  sole  power  to  direct  the vote and/or to direct the
disposition  of  the  Shares  directly  owned  by  Cornell.                     

(c)     Except  as  follows,  none of the Reporting Persons has effected, within
the  last  60  days,  any transactions involving the Shares.  Within the last 60
days, Cornell has effected the following transactions involving the Shares:  Not
applicable.                                                                     

(d)     Not  applicable.                                                        

(e)     Not  applicable.                                                        

ITEM 6.  CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
         -----------------------------------------------------------------------
SECURITIES  OF  THE  ISSUER.                                                    
---------------------------                                                     

     Cornell  and  the Issuer are parties to the following agreements, dated May
15,  2002, relating to the Shares: Equity Line of Credit Agreement, Registration
Rights  Agreement,  Placement  Agent  Agreement,  and  Promissory  Note.        

     Except  as  set  forth  herein,  none  of  the  Reporting  Persons  has any
contracts,  arrangements,  understandings  or relationships (legal or otherwise)
with  any  person  with  respect  to  any  securities of the Company, including,
without limitation, any contracts, arrangements, understandings or relationships
concerning  the  transfer  or  voting  of  such  securities, finders fees, joint
ventures,  loan  or  option  arrangements, puts or calls, guarantees of profits,
division  of  profits  and  losses  or  the  giving  or  withholding of proxies.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      
--------------------------------                              

Exhibit 1     Joint Filing Agreement.                                 

SC 13D 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
 SIGNATURE
 ---------

     After  reasonable  inquiry  and  to  the  best of each of the undersigned's
knowledge  and  belief,  each  certifies  that the information set forth in this
statement  is  true,  complete  and  correct.                                   

DATED:  November __, 2002                     REPORTING PERSONS:                
                             -----------------

                  CORNELL CAPITAL PARTNERS, LP

                     By:     Yorkville Advisors, LLC
              Its:     General Partner

                     By: ___________________________
           Name:     Mark Angelo
Its:     Portfolio Manager                                            

             YORKVILLE ADVISORS, LLC

                     By:____________________________
           Name:     Mark Angelo
                Its:     Portfolio Manager

                     _______________________________
 MARK ANGELO

SC 13D Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th
JOINT FILING AGREEMENT
----------------------

     In  accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act  of  1934, as amended, the undersigned hereby agree to the joint filing with
all  other  Reporting  Persons  (as  such  term  is  defined in the Schedule 13D
referred  to  below)  on  behalf  of each of them of a statement on Schedule 13D
(including  amendments  thereto)  with  respect  to  the common stock, par value
$0.0001  per  share,  of  Lite King Corp., a New York corporation, and that this
Agreement  may  be  included as an Exhibit to such joint filing.  This Agreement
may be executed in any number of counterparts, all of which taken together shall
constitute  one  and  the  same  instrument.                                    

IN  WITNESS WHEREOF, the undersigned hereby execute this Agreement as of October

        REPORTING PERSONS:
       -----------------

                CORNELL CAPITAL PARTNERS, LP

                     By:     Yorkville Advisors, LLC
              Its:     General Partner

                      By: ____________________________
           Name:     Mark Angelo
                Its:     Portfolio Manager

             YORKVILLE ADVISORS, LLC

                       By:______________________________
           Name:     Mark Angelo
                Its:     Portfolio Manager

                        __________________________________
 MARK ANGELO

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D’ Filing	Date	First	Last	Other Filings

Filed on:	12/10/02			SC 13D
	11/25/02	6
	11/20/02	1	5	10QSB
	10/14/02	5
	5/15/02	6		NT 10-Q
				List all Filings

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Filing Submission 0001144204-02-001535 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

YA Global Investments, et al. – ‘SC 13D’ on 12/10/02 re: Electra Capital Inc/NV

On: Tuesday, 12/10/02, at 2:19pm ET · Accession #: 1144204-2-1535 · File #: 5-61851

Previous ‘SC 13D’: None · Next: ‘SC 13D’ on 12/10/02 · Latest: ‘SC 13D/A’ on 2/19/14

General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents