Vatas (Belgique) SA – ‘SC 13D’ on 4/3/06 re: Powerlinx Inc

On:  Monday, 4/3/06, at 6:16pm ET   ·   As of:  4/4/06   ·   Accession #:  930413-6-2712   ·   File #:  5-61591

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7     28K 

SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D
 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 Powerlinx, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, $.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

 73933F204
--------------------------------------------------------------------------------
(CUSIP Number)

Nathalie Veysset
P.O. Box 550
 CH - 1211 Geneva 70
 Switzerland
 +41-22-393-6061

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

March 22, 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 (e), 13d-1(f) or 13d-1 (g), check the
following box. |_|                                                              

(Continued on following pages)

 (Page 1 of 7 Pages)

*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).   

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----------------------------                     -------------------------------
CUSIP NO. 73933F204              13D               PAGE 2 OF 7 PAGES    
----------------------------                     -------------------------------

--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSONS                                         
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) 

VATAS (BELGIQUE) SA                                         
--------------------------------------------------------------------------------
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 
                                                                     (a) |_|
                                                                     (b) |_|

--------------------------------------------------------------------------------
3     SEC USE ONLY                                                      

--------------------------------------------------------------------------------
4     SOURCE OF FUNDS                                                   

WC                                                          
--------------------------------------------------------------------------------
  5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)                                           

                                                                         |_|
--------------------------------------------------------------------------------
6     CITIZENSHIP OR PLACE OF ORGANIZATION                              

Belgium                                                     
--------------------------------------------------------------------------------
7    SOLE VOTING POWER            
NUMBER OF                                                               
                            1,846,154 (includes 1,214,575 shares of Common Stock
    SHARES                issuable upon conversion of convertible debentures
                        and 631,579 shares of Common Stock issuable upon
                           exercise of warrants, based on an initial reference
                           price of $0.038 and after giving effect to the 50-1
                            reverse stock split of Powerlinx, Inc. (the "Reverse
Split"))                

                    ------------------------------------------------------------
8    SHARED VOTING POWER          
BENEFICIALLY                                                              

OWNED BY                                                              
                    ------------------------------------------------------------
EACH            9    SOLE DISPOSITIVE POWER                       

    REPORTING               1,846,154 (includes 1,214,575 shares of Common Stock
                          issuable upon conversion of convertible debentures
                        and 631,579 shares of Common Stock issuable upon
                           exercise of warrants, based on an initial reference
                      price of $0.038 and after giving effect to the
Reverse Split)          

                    ------------------------------------------------------------
10    SHARED DISPOSITIVE POWER      
PERSON                                                              

WITH                                                              
--------------------------------------------------------------------------------
11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       

      1,846,154 (includes 1,214,575 shares of Common Stock issuable upon
     conversion of convertible debentures and 631,579 shares of Common
 Stock issuable upon exercise of warrants, based on an initial
    reference price of $0.038 and after giving effect to the Reverse
Split)                                                      

--------------------------------------------------------------------------------
  12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

                                                                         |_|

--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                 

27.9%                                                       
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON                                           

CO                                                          
--------------------------------------------------------------------------------

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SCHEDULE 13D

1. SECURITY AND ISSUER.                                                         

 This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $0.001 per share (the "Common Stock"), of Powerlinx, Inc. (the 
"Issuer"), whose principal executive offices are located at 1700 66th St. North,
Suite 300, St. Petersburg, Florida 33710.                                       

2. IDENTITY AND BACKGROUND.                                                     

          A.   This statement is filed by Vatas (Belgique) SA, a SOCIETE ANONYME
organized under the laws of Belgium ("Vatas").    

B.   Set forth below is certain information as specified in 
  Instruction 2 to Schedule 13D with respect to Vatas.

                                                        [Enlarge/Download Table]

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Name of Reporting Person      Jurisdiction of    Principal Business of   Address of Principal Business    Address of Principal      
                              Organization of    Reporting Person        of Reporting Person              Office of Reporting       
                              Reporting Person                                                            Person, if different      
----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
                                                                                                                                    
VATAS (BELGIQUE) SA           BELGIUM            INVESTMENT              AVENUE LOUISE 331-333            ATTN: NATHALIE VEYSSET    
                                                                         1050 BRUSSELLS                   P.O. BOX 550              
                                                                         BELGIUM                          CH-1211 GENEVA 70         
                                                                                                          SWITZERLAND               

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Luc Hollman                                      Director                Avenue Louise 331-333                                      
                                                                         1050 Brussels                                              
                                                                         Belgium                                                    

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Caroline Hoogsteyns                              Director                Avenue Louise 331-333                                      
                                                                         1050 Brussels                                              
                                                                         Belgium                                                    

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Ann Lavrysen                                     Director                Avenue Louise 331-333                                      
                                                                         1050 Brussels                                              
                                                                         Belgium                                                    

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
VATAS HOLDING GMBH            GERMANY            INVESTMENT              FRIEDRICHSTRASSE 95                                        
                                                                         10117 BERLIN                                               
                                                                         GERMANY                                                    

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Peter Ogrisek                                    Director                Friedrichstrasse 95                                        
                                                                         10117 Berlin                                               
                                                                         Germany                                                    
----------------------------- ------------------ ----------------------- -------------------------------- --------------------------

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                                                        [Enlarge/Download Table]

----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Name of Reporting Person      Jurisdiction of    Principal Business of   Address of Principal Business    Address of Principal      
                              Organization of    Reporting Person        of Reporting Person              Office of Reporting       
                              Reporting Person                                                            Person, if different      
----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
                                                                                                                                    
----------------------------- ------------------ ----------------------- -------------------------------- --------------------------
Lars Windhorst                                   Director                Friedrichstrasse 95                                        
                                                                         10117 Berlin                                               
                                                                         Germany                                                    
----------------------------- ------------------ ----------------------- -------------------------------- --------------------------

     During the last five years, none of Vatas or, to the best of its knowledge,
any of its directors, managers or executive officers, if any, have been         
convicted of any criminal proceeding (excluding traffic violations or similar   
misdemeanors) or have been a party to a civil proceeding of a judicial or       
administrative body of competent jurisdiction and as a result of such proceeding
were or are 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.       

3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                           

Vatas invested $1,500,000 in cash in consideration for a convertible  
debenture (the "Debenture"), which is convertible into, and warrants (the       
"Warrants"), which are exercisable for, the shares of Common Stock to which this
Statement relates, pursuant to a private placement transaction that occurred on 
March 22, 2006.                                                                 

   The Debenture is convertible at the option of the holder into a number of
shares of Common Stock equal to the outstanding principal of such Debenture and 
accrued interest and late charges (if any) thereon divided by a conversion      
price, which is equal to the product of 0.65 and a Reference Price (as defined  
in Section 3(b) of such Debenture, the form of which is filed as Exhibit 2 to   
this Schedule 13D and incorporated herein by reference), adjusted (pursuant to  
Section 6(a) of such Debenture) for any stock split, stock dividend,            
recapitalization, combination or reverse stock split. The Reference Price is    
currently $0.038, resulting in a conversion price of $1.235 after adjusting for 
the 50-1 reverse stock split effected by the Issuer (the "Reverse Split").      

   The Warrants are exercisable for a number of shares of Common Stock equal
to the principal amount of the Debenture received by Vatas as of the date of    
issuance of such Debenture divided by an exercise price equal to the product of 
(a) 1.25 and (b) the Reference Price, and adjusting for any stock split, stock  
dividend, recapitalization, combination or reverse stock split. After adjusting 
for the Reverse Split, the exercise price for the Warrants is $2.375.           

4. PURPOSES OF TRANSACTION.                                                     

 The interests in shares of Common Stock have been acquired by Vatas for
investment purposes. Vatas does not currently have other plans or proposals that
relate to or would result in any of the consequences listed in paragraphs (a)   
through (j) of Item 4 of the Special Instructions for Schedule 13D. Vatas       
intends to review on a continuing basis the investment it has in the Issuer and 
based on such continuing review, and all other factors deemed relevant, Vatas   
may sell                                                                        

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or seek the sale of all or part of its investment or increase its holdings of   
shares of Common Stock or securities convertible into or exercisable for shares 
of Common Stock.                                                                

5. INTEREST IN SECURITIES OF THE ISSUER.                                        

          A.   The responses set forth on the cover page are hereby incorporated
           by reference herein. The aggregate number of shares of Common
      Stock of the Issuer outstanding as of March 22, 2006 was
               approximately 4,779,745 after giving effect to the Reverse Split.

               Vatas currently has an interest in 1,846,154 shares (1,214,575 of
           which may be acquired pursuant to conversion of its Debenture
              (based on a conversion price of $1.235) and 631,579 of which may
           be acquired pursuant to exercise of its Warrants (based on an
        exercise price of $2.375)), or 27.9%, of the Common Stock,
      assuming conversion of the Debenture and exercise of the
Warrants.                                         

  B.   Vatas has sole power to vote and sole power to dispose of
          1,846,154 shares of Common Stock, assuming conversion of the
Debenture and exercise of the Warrants.           

C.   See Item 3 above.                                      

D.   Not applicable.                                        

E.   Not applicable.                                        

6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO     
SECURITIES OF THE ISSUER.                                                 

 Vatas has entered into a Registration Rights Agreement, dated March 22,
2006 (the "Registration Rights Agreement"), with the Issuer to permit resale of 
the shares of Common Stock underlying the Debenture and the Warrants by Vatas.  
Pursuant to the Registration Rights Agreement, the Issuer is committed to file a
registration statement within 90 days of March 22, 2006 and have it declared    
effective within 135 days of March 22, 2006 (subject to additional time in      
certain limited circumstances), and if those time periods are not met, the      
Issuer has agreed to pay certain liquidated damages. The description of the     
Registration Rights Agreement is qualified in its entirety by reference to the  
full text of the Registration Rights Agreement, which is included as Exhibit 4  
hereto and is incorporated herein by reference.                                 

    The information included in response to Items 3 and 4 is incorporated into
this response.                                                                  

   Except as set forth in this Schedule 13D, to the best knowledge of Vatas,
there are no other contracts, arrangements, understandings or relationships     
(legal or otherwise) between Vatas and any person with respect to any securities
of the Issuer, including, but not limited to, transfer or voting of any of the  
securities of the Issuer, joint ventures, loan or option arrangements, puts or  
calls, guarantees of profits, division of profits or loss, or the giving or     
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power or investment power over the securities of the 
Issuer.                                                                         

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7. MATERIAL TO BE FILED AS EXHIBITS.                                            

EXHIBIT NO.                                                           

     Exhibit 1. Securities Purchase Agreement, dated as of March 7, 2006, by and
among the Issuer and the purchasers listed on Schedule I attached thereto       
(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K    
filed by Powerlinx, Inc. on March 22, 2006).                                    

Exhibit 2. Form of Debenture issued March 22, 2006 (incorporated by   
reference to Exhibit 10.3 to the Current Report on Form 8-K filed by Powerlinx, 
Inc. on March 22, 2006).                                                        

     Exhibit 3. Form of Warrant issued March 22, 2006 (incorporated by reference
to Exhibit 10.2 to the Current Report on Form 8-K filed by Powerlinx, Inc. on   
March 22, 2006).                                                                

     Exhibit 4. Registration Rights Agreement dated as of March 22, 2006, by and
among the Issuer and the purchasers listed on the Schedule of Purchasers        
attached thereto (incorporated by reference to Exhibit 10.4 to the Current      
Report on Form 8-K filed by Powerlinx, Inc. on March 22, 2006).                 

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 SIGNATURE

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

April 3, 2006                                                                   

                           VATAS (BELGIQUE) SA

                                   By: /s/ Caroline Hoogsteyns
                                                --------------------------------
                                 Name: Caroline Hoogsteyns
                                                  ------------------------------
                        Title:  Director
                                                    ----------------------------

                            By: /s/ Ann Lavrysen
                                                --------------------------------
                           Name:  Ann Lavrysen
                                                   -----------------------------
                        Title:  Director
                                                    ----------------------------

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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 as of:		4/4/06							3,  SC 13D,  SC 13G
Filed on:		4/3/06		7					3,  SC 13D
		3/22/06		1		6			3,  8-K
		3/7/06		6
									List all Filings