(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)
*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 the
disclosures provided in a prior cover page.
The information required in 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 2 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
New Millennium Capital Partners II, LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 666,666 (See Item 4)
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 666,666 (See Item 4)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,666 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% (Based on 38,585,167 shares outstanding on 4/18/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
Page 3 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
Pegasus Capital Partners, LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 666,667
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 666,667
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,667
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% (Based on 38,585,167 shares outstanding on 4/18/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
Page 4 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
AJW Partners, LLC
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 666,667
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 666,667
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
666,667
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7% (Based on 38,585,167 shares outstanding on 4/18/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
OO
_____________________________________________________________________________
Page 5 of 9
_____________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)
AJW/New Millennium Offshore, Ltd.
_____________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x]
(b) [ ]
_____________________________________________________________________________
3 SEC USE ONLY
_____________________________________________________________________________
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
_____________________________________________________________________________
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,000,000 (See Item 4)
______________________________________________________________
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
______________________________________________________________
EACH 7 SOLE DISPOSITIVE POWER
REPORTING 2,000,000 (See Item 4)
______________________________________________________________
PERSON 8 SHARED DISPOSITIVE POWER
WITH
_____________________________________________________________________________
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000,000 (See Item 4)
_____________________________________________________________________________
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
_____________________________________________________________________________
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% (Based on 38,585,167 shares outstanding on 4/18/02)
_____________________________________________________________________________
12 TYPE OF REPORTING PERSON
CO
_____________________________________________________________________________
Page 6 of 9
Item 1. Name of the Issuer and Address
(a) Uncommon Media Group, Inc. ("UMGI").
(b) The principal executive offices of UMGI are 33 West 54th Street, 2nd
Floor New York, New York10019.
Item 2. Identity, Address, Citizenship, Title of Class of Securities and CUSIP
Number
Items 2(a), (b), (c)
--------------------
This Schedule 13G ("Statement") is being filed by New Millennium Capital
Partners II, LLC, a New York Limited Liability Company ("New Millennium"),
Pegasus Capital Partners, LLC, a New York Limited Liability Company ("Pegasus"),
AJW Partners, LLC, a Delaware Limited Liability Company ("AJW") and
AJW/Millennium Offshore, Ltd., a Cayman Islands Exempted Limited Company ("AJW
Offshore", which together with New Millennium, Pegasus and AJW shall be referred
to collectively as the "Group"; each member of the Group shall be referred to
individually as a "Member" and collectively as "Members"). The address of
principal business office of each of New Millennium, Pegasus and AJW is 1044
Northern Boulevard, Suite 302, Roslyn, New York11576. The address of principal
business office of AJW Offshore is c/o Admiral Administration Ltd., P.O. Box
32021 SMB, Anchorage Centre, 2nd Floor, Grand Cayman, Cayman Islands, B.W.I.
Item 2(d), (e)
--------------
This Statement relates to the Common Stock, $.01 par value per share, of
UMGI (the "UMGI Common Stock"). The CUSIP number for the UMGI Common Stock is
904309 10 1.
Item 3 If this statement is filed pursuant to paragraphs 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not Applicable
Item 4. Ownership
Item 4(a), (b)
--------------
New Millennium owns 666,666 shares of UMGI Common Stock(1), representing
1.7% of UMGI's issued and outstanding shares (based on 38,585,167 shares
outstanding on 4/18/02). Pegasus owns 666,667 shares of UMGI Common Stock(2),
representing 1.7% of UMGI's issued and outstanding
__________________________
(1) The 666,666 shares of UMGI Common Stock that New Millennium owns, excludes
a $50,000 Secured Convertible Debenture, convertible into shares of UMGI
Common Stock, due to a limitation within the Secured Convertible Debenture
that restricts the ability of New Millennium to utilize its conversion
rights to the extent that, giving effect to such conversion, New Millennium
and its affiliates would beneficially own in excess of 4.9% of the shares
of UMGI Common Stock outstanding following such conversion.
(2) The 666,667 shares of UMGI Common Stock that Pegasus owns, excludes a
$50,000 Secured Convertible Debenture, convertible into shares of UMGI
Common Stock due to a limitation within the Secured Convertible Debenture
that restricts the ability of Pegasus to utilize its conversion rights to
the extent that, giving effect to such conversion, Pegasus and its
affiliates would beneficially own in excess of 4.9% of the shares of UMGI
Common Stock outstanding following such conversion.
Page 7 of 9
shares (based on 38,585,167 shares outstanding on 4/18/02). AJW owns 666,667
shares of UMGI Common Stock(3) representing approximately 1.7% of UMGI's issued
and outstanding shares (based on 38,585,167 shares outstanding on 4/18/02). AJW
Offshore owns 2,000,000 shares of UMGI Common Stock(4), representing 5.2% of
UMGI's issued and outstanding shares (based on 38,585,167 shares outstanding on
4/18/02).
Item 4(c)
---------
Each Member is the sole beneficial owner of the securities identified
in subsection (a) above. First Street Manager II, LLC ("FSMIILLC"), as the sole
manager of New Millennium, has sole voting and dispositive power over the shares
of UMGI Common Stock owned by New Millennium. Pegasus Manager, LLC, as the sole
manager of Pegasus, has sole voting and dispositive power over the UMGI Common
Stock owned by Pegasus. SMS Group, LLC, as the sole manager of AJW, has the sole
voting and dispositive power over the UMGI Common Stock owned by AJW. FSMIILLC,
as the sole investment manager of AJW Offshore, has sole voting and dispositive
power over the UMGI Common Stock owned by AJW Offshore.
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
See Attached Exhibit
_____________________
(3) The 666,667 shares of UMGI Common Stock that AJW, excludes a $50,000
Secured Convertible Debenture, convertible into shares of UMGI Common
Stock, due to a limitation within the Secured Convertible Debenture that
restricts the ability of AJW to utilize its conversion rights to the extent
that, giving effect to such conversion, AJW and its affiliates would
beneficially own in excess of 4.9% of the shares of UMGI Common Stock
outstanding following such conversion.
(4) The 2,000,000 shares of UMGI Common Stock that AJW Offshore owns, excludes
a $50,000 Secured Convertible Debenture, convertible into shares of UMGI
Common Stock, due to a limitation within the Secured Convertible Debenture
that restricts the ability of AJW Offshore to utilize its conversion rights
to the extent that, giving effect to such conversion, AJW Offshore and its
affiliates would beneficially own in excess of 4.9% of the shares of UMGI
Common Stock outstanding following such conversion.
Page 8 of 9
Item 9. Notice of Dissolution of a 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 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.
EXHIBIT TO ITEM 8
The members of the Group are New Millennium Capital Partners II, LLC,
Pegasus Capital Partners, LLC, AJW Partners, LLC and AJW/New Millennium
Offshore, Ltd.
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT made as of this 21 day of June, 2002 by and among
NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New York limited liability company
("New Millennium"), PEGASUS CAPITAL PARTNERS, LLC, a New York limited liability
company ("Pegasus"), AJW PARTNERS, LLC, a Delaware limited liability company
("AJW") and AJW/NEW MILLENNIUM OFFSHORE, LTD. ("AJW Offshore"), a Cayman Islands
exempted limited company,
WHEREAS, New Millennium, Pegasus, AJW and AJW Offshore collectively
beneficially own more than five (5%) percent of the issued and outstanding
common stock, $.01 par value of Uncommon Media Group, Inc. ("UMGI Common
Stock"), a Florida corporation; and
WHEREAS, pursuant to Section 13(g) of the Securities Exchange Act of 1934,
as amended and the rules and regulations promulgated thereunder, the parties
hereto are required to file a Schedule 13G with the Securities and Exchange
Commission ("SEC").
NOW, THEREFORE, the parties agree as follows:
1. NEW Millennium, Pegasus, AJW and AJW Offshore hereby agree to jointly
file a Schedule 13G with the SEC regarding the beneficial ownership of UMGI
Common Stock and to file any and all amendments and supplements thereto.
2. This Agreement contains the entire agreement among the parties
concerning the subject matter hereof and may not be amended, modified or changed
except pursuant to a written instrument signed by all parties.
IN WITNESS WHEREOF, the parties have signed this Agreement the day and year
first above written.
NEW MILLENNIUM CAPITAL PARTNERS II, LLC
By: First Street Manager II, LLC
By: /s/ Corey S. Ribotsky
-----------------------------
Corey S. Ribotsky, Manager
PEGASUS CAPITAL PARTNERS, LLC
By: Pegasus Manager, LLC
By: /s/ Corey S. Ribotsky
-----------------------------
Corey S. Ribotsky, Manager
AJW PARTNERS, LLC
By: SMS Group, LLC
By: /s/ Corey S. Ribotsky
-----------------------------
Corey S. Ribotsky, Manager
AJW/NEW MILLENNIUM OFFSHORE, LTD.
By: First Street Manager II, LLC
By: /s/ Corey S. Ribotsky
-----------------------------
Corey S. Ribotsky, Manager
