SEC Info - New Millennium Capital Partners II LLC, et al. - ‘SC 13G’ on 8/9/02 re: Uncommon Media Group Inc

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New Millennium Capital Partners II LLC, et al. – ‘SC 13G’ on 8/9/02 re: Uncommon Media Group Inc

On: Friday, 8/9/02, at 4:00pm ET · Accession #: 950138-2-168 · File #: 5-78335

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

 8/09/02  New Millennium Cap Partne… II LLC SC 13G                 1:20K  Uncommon Media Group Inc          Bryan Cave LLP 01/FA
          Ajw Offshore, Ltd.
          Ajw Partners, LLC
          Ajw Qualified Partners, LLC
          New Millenium Capital Partners II, LLC

Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      \Misc\August 13G-Uncommonmedia-New Millenium\          9     37K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certification Identification and Classification of Members of the Group Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company Identity, Address, Citizenship, Title of Class of Securities and CUSIP Number If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Name of the Issuer and Address Notice of Dissolution of a Group Ownership Ownership of Five Percent or Less of a Class: Ownership of More than Five Percent on Behalf of Another Person:
1	1st Page - Filing Submission
6	Item 1. Name of the Issuer and Address
"	Item 2. Identity, Address, Citizenship, Title of Class of Securities and CUSIP Number
"	Item 3. If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
"	Item 4. Ownership
"	Item 5. Ownership of Five Percent or Less of a Class:
"	Item 6. Ownership of More than Five Percent on Behalf of Another Person:
"	Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported By the Parent Holding Company
"	Item 8. Identification and Classification of Members of the Group
"	Item 9. Notice of Dissolution of a Group
"	Item 10. Certification

SC 13G 1st Page of 9 TOC ↑Top Previous Next ↓Bottom Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

 Under the Securities Exchange Act of 1934

 (Amendment No. 1)

UNCOMMON MEDIA GROUP, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

Common Stock, $.01 par value per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 904309 10 1
 -------------
(CUSIP Number)

  July 9, 2002
--------------------------------------------------------------------------------
 (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).                                                                         

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                                                                     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                                                                    
_____________________________________________________________________________   

SC 13G 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
                                                                     Page 3 of 9
_____________________________________________________________________________   
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)           

     AJW Qualified Partners, LLC (formely know as 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                                                                    
_____________________________________________________________________________   

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                                                                     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                                                                    
_____________________________________________________________________________   

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                                                                     Page 5 of 9
_____________________________________________________________________________   
1    NAME OF REPORTING PERSONS                                                  
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only)           

  AJW Offshore, Ltd. (formerly known as 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                                                                    
_____________________________________________________________________________   

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                                                                     Page 6 of 9

     This Schedule 13G Amendment No. 1  ("Statement")  is being filed to reflect
the  change  in name,  effective  as of July 9,  2002,  of (1)  Pegasus  Capital
Partners,  LLC, a New York limited liability company, to AJW Qualified Partners,
LLC ("AJW  Qualified")  and (2)  AJW/New  Millennium  Offshore,  Ltd.,  a Cayman
Islands exempted limited company, to AJW Offshore, Ltd. ("AJW Offshore").       

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 York 10019.                             

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"), AJW  
Qualified Partners, LLC, a New York Limited Liability Company ("AJW Qualified"),
AJW Partners, LLC, a Delaware Limited Liability Company ("AJW") and AJW         
Offshore, Ltd., a Cayman Islands Exempted Limited Company ("AJW Offshore", which
together with New Millennium, AJW Qualified 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, AJW Qualified and AJW is   
1044 Northern Boulevard, Suite 302, Roslyn, New York 11576. 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 Section 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). AJW                                                    

__________________                                                              
(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.           

                                                                     Page 7 of 9

     Qualified owns 666,667 shares of UMGI Common Stock,(2) representing 1.7% of
UMGI's issued and outstanding  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, as the sole manager of New  
Millennium, has sole voting and dispositive power over the shares of UMGI Common
Stock owned by New Millennium. AJW Manager, LLC, as the sole manager of AJW     
Qualified, has sole voting and dispositive power over the UMGI Common Stock     
owned by AJW Qualified. SMS Group, LLC, as the sole manager of AJW, has the sole
voting and dispositive power over the UMGI Common Stock owned by AJW. AJW       
Offshore Management, LLC, 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.                                                       

______________________________                                                  
(2)  The 666,667 shares of UMGI Common Stock that AJW Qualified 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 Qualified to utilize its conversion 
    rights to the extent that, giving effect to such conversion, AJW Qualified
   and its affiliates would beneficially own in excess of 4.9% of the shares
of UMGI Common Stock outstanding following such conversion.           

(3)  The 666,667 shares of UMGI Common Stock that AJW 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 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 8. Identification and Classification of Members of the Group.              

See Attached Exhibit                                            

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.      

SC 13G 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
                                                                     Page 9 of 9

 SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Dated: July 9, 2002                                                             

         NEW MILLENNIUM CAPITAL PARTNERS II, LLC

  By: First Street Manager II, LLC

By: /s/ Corey S. Ribotsky     
         -------------------------
            Corey S. Ribotsky, Manager

AJW QUALIFIED PARTNERS, LLC   

By: AJW 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 OFFSHORE, LTD.            

   By:  AJW Offshore Management, LLC

By: /s/ Corey S. Ribotsky     
         -------------------------
            Corey S. Ribotsky, Manager

SC 13G 8th Page of 9 TOC 1st Previous Next ↓Bottom Just 8th
 EXHIBIT TO ITEM 8

   The members of the Group are New Millennium Capital Partners II, LLC, AJW
Qualified Partners, LLC, AJW Partners, LLC and AJW Offshore, Ltd.               

SC 13G Last Page of 9 TOC 1st Previous Next ↓Bottom Just 9th
JOINT FILING AGREEMENT

   JOINT FILING AGREEMENT made as of this 9th day of July, 2002 by and among
NEW MILLENNIUM CAPITAL PARTNERS II, LLC, a New York limited liability company   
("New Millennium"), AJW QUALIFIED PARTNERS, LLC, a New York limited liability   
company ("AJW Qualified"), AJW PARTNERS, LLC, a Delaware limited liability      
company ("AJW") and AJW OFFSHORE, LTD. ("AJW Offshore"), a Cayman Islands       
exempted limited company,                                                       

   WHEREAS, New Millennium, AJW Qualified, 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, AJW Qualified, 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

AJW QUALIFIED PARTNERS, LLC   

By: AJW 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 OFFSHORE, LTD.            

   By:  AJW Offshore Management, LLC

By: /s/ Corey S. Ribotsky     
         -------------------------
            Corey S. Ribotsky, Manager

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Dates Referenced Herein

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

Filed on:	8/9/02			None on these Dates
	7/9/02	1	7
				List all Filings

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Filing Submission 0000950138-02-000168 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

New Millennium Capital Partners II LLC, et al. – ‘SC 13G’ on 8/9/02 re: Uncommon Media Group Inc

On: Friday, 8/9/02, at 4:00pm ET · Accession #: 950138-2-168 · File #: 5-78335

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Statement of Beneficial Ownership — Schedule 13GFiling Table of Contents

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Statement of Beneficial Ownership — Schedule 13G
Filing Table of Contents