Ulster Investments Ltd – ‘SC 13D’ on 11/4/96 re: Bev Tyme Inc

As of:  Monday, 11/4/96   ·   Accession #:  1026217-96-2   ·   File #:  5-47247   ·   Correction:  This Filing’s “Filed as of” Date was Corrected and “Changed as of” 11/4/96 by the SEC on 12/4/96. ®

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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     23K 

Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION              

Washington, D.C.  20549             

SCHEDULE 13D              

Under the Securities Exchange Act of 1934   

BEV-TYME, INC.  
(Name of Issuer)  

COMMON STOCK, $.0001 PAR VALUE  
(Title of Class of Securities)  

087822409 
(CUSIP Number)  

Joshua S. Kanter, Esq., 333 West Wacker Drive, Suite 2700 
CHICAGO, ILLINOIS 60606 (312) 984-3120  
(Name, Address and Telephone Number of Person Authorized  
to Receive Notices and Communications)  

OCTOBER 25, 1996  
(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 [ ].                                              

     Check the following  box  if  a  fee  is  being  paid with this statement
<checked-box>.  (A fee is not required only if                      
     the  reporting  person: (1) has a previous statement  on  file  reporting
beneficial ownership of more than                                               
     five percent of the  class of securities described in Item 1; and (2) has
filed no amendment subsequent to                                                
     thereto reporting beneficial  ownership of less than five percent of such
class.  See Rule 13d-7.)                                                        

     Note: Six copies of this statement,  including  all  exhibits,  should be
filed with the Commission.  See                                                 
Rule 13d-1(a) for other parties to whom copies are to be sent.      

     *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 ("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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CUSIP NO. 087822409          13D           PAGE 2 OF 7 PAGES                    

1     NAME OF REPORTING PERSON                                                  
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

Ulster Investments Limited                                          

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 
ITEMS 2(d) OR 2(e)                                                  
                                                                         [ ]

6     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

Antigua, West Indies                                                

NUMBER OF               7     SOLE VOTING POWER                                 
SHARES                        280,000 shares                                    
BENEFICIALLY                                                                    
OWNED BY                8     SHARED VOTING POWER                               
EACH                          -0-                                               
REPORTING                                                                       
PERSON                  9     SOLE DISPOSITIVE POWER                            
WITH                          280,000 shares                                    

10    SHARED DISPOSITIVE POWER  
-0-                 

11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

280,000 shares                                                      

12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    
                                                                         [ ]

13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9                           

23.25%                                                              

14    TYPE OF REPORTING PERSON*                                                 

CO                                                                  

*SEE INSTRUCTION BEFORE FILLING OUT!  

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ITEM 1.    SECURITY AND ISSUER.                                                 

    This Schedule relates  to  the shares of common stock (the "Common Stock")
of  Bev-Tyme,  Inc.  a  Delaware corporation  (the  "Issuer").   The  principal 
executive offices of the Issuer are located at 134 Morgan Avenue, Brooklyn, New 
York  11237.                                                                    

ITEM 2.    IDENTITY AND BACKGROUND.                                             

    This Schedule is being  filed  by  Ulster  Investments Limited ("Reporting
Person").   The  Reporting Person's country of organization  is  Antigua,  West 
Indies, and its principal place of business and principal office is c/o Antigua 
International Trust  Limited, High Street - P.O. Box 1302, St. John's, Antigua, 
West  Indies.   The  Reporting   Person's  principal  business  is  lending  to 
businesses and investing in public and private securities.                      

    Information regarding the officers and director of the Reporting Person is
listed on EXHIBIT A attached hereto.                                            

    Neither the Reporting Person  nor  any  of the parties listed on EXHIBIT A
has,  during  the  last five years, 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 
and as a result of such proceeding was or is  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 fining any violation 
with respect to such laws.                                                      

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

    The funds used to purchase the securities (warrants  to  purchase  100,000
shares of the Issuer's Common Stock and 100,000 shares of the Company's Class C 
Convertible  Preferred Stock) were from the Reporting Person's working capital. 
The purchase price of the warrants was an aggregate of $2,000.00.               

ITEM 4.    PURPOSE OF TRANSACTION.                                              

    The warrants  have been acquired and the Reporting Person anticipates that
the Common and Class  C  Convertible Preferred Stock will, upon exercise of the 
warrants, be acquired by the  Reporting  Person  for  investment purposes.  The 
Reporting  Person has no present plan or proposal which  relates  to  or  would 
result in:                                                                      

    (a)   The  acquisition  by  any  person  of  additional  securities of the
Issuer, or the disposition of securities of the Issuer;   

    (b)   An   extraordinary   corporate   transaction,   such  as  a  merger,
          reorganization or liquidation, involving the Issuer  or  any  of its
subsidiaries;                                             

    (c)   A  sale or transfer of a material amount of assets of the Issuer  or
any of its subsidiaries;                                  

    (d)   Any  change  in  the present Board of Directors or management of the
          Issuer, including  any  plans  or  proposals to change the number or
       term of directors or to fill any existing vacancies on the Board;

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    (e)   Any material change in the present capitalization or dividend policy
of the Issuer;                                            

    (f)   Any  other  material change in the Issuer's  business  or  corporate
structure;                                                

    (g)   Changes in the Issuer's charter, bylaws or instruments corresponding
          thereto or other actions which may impede the acquisition of control
of the Issuer by any person;                              

    (h)   Causing a class  of  securities  of the Issuer to be delisted from a
          national securities exchange or to  cease  to  be  authorized  to be
          quoted  in an inter-dealer quotation system of a registered national
securities association;                                   

    (i)   A class of  equity  securities  of  the Issuer becoming eligible for
          termination of registration pursuant  to  Section  12(g)(4)  of  the
Securities Exchange Act of 1934; or                       

(j)   Any action similar to any of those enumerated above.            

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.                                

(A)   AMOUNT BENEFICIALLY OWNED - 280,000{1}                          

PERCENT OF CLASS - 23.25%{2}                              

(B)   NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:                   
(i)  sole power to vote or to direct the vote             

- 280,000{(1)}                                  

(II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE           

-0-                                             

(III)SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

- 280,000{(1)}                                  

  (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

-0-                                           

(C)   DESCRIPTION OF TRANSACTIONS                                     

**FOOTNOTES**                                                                   

 {1}   Consists of warrants to purchase 100,000 shares of the Issuer's
Common Stock  and  100,000  shares  of  the  Issuer's  Class  C Convertible     
Preferred  Stock.   Each  share  of Class C Convertible Preferred Stock  is     
convertible into 1.8 shares of Common Stock.                                    

{2}  Based upon 924,224 issued  and outstanding shares of Common Stock
and  assumes  exercise  of  the  warrants held  by  the  Reporting  Person,     
conversion of Class C Convertible  Preferred  Stock  which would be held by     
the  Reporting Person as a result of such exercise, no  conversion  of  any     
other  of  the Issuer's Class C Convertible Preferred Stock and no exercise     
of any other warrants or options to acquire securities of the Issuer.           

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    On October  25,  1996,  the  Issuer  borrowed  $248,000 from the Reporting
Person and sold a warrant to purchase 100,000 shares  of  Common  Stock  and  a 
warrant  to purchase 100,000 shares of Class C Preferred Stock for an aggregate 
consideration  of  $2,000.00.   The  loan  matures  October  25, 1997 and bears 
interest at 10% per annum (calculated on the basis of the actual number of days 
elapsed and a 360 day year).  Interest shall be due and payable on the maturity 
date and overdue amounts under the promissory note evidencing  the  loan  shall 
bear  interest  at  15%  per annum.  The loan is secured by all of the Issuer's 
assets and property.  The  warrant to purchase the Common Stock has an exercise 
price of $0.10 per share and  the  warrant  to purchase the Class C Convertible 
Preferred Stock has an exercise price of $0.50  per  share,  subject  to  anti- 
dilution  adjustments as provided in the warrants. Both warrants expire October 
25, 2001.                                                                       

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

    There  are  no contracts, arrangements,  understandings  or  relationships
among the Reporting  Person  and  its  officers  and  director, or between such 
persons and any other person, with respect to any securities of the Issuer.     

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS.                                    

EXHIBIT A - Officers and Director of the Reporting Person.            

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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.                                                                        

  NOVEMBER 4, 1996
Date          

            ULSTER INVESTMENTS LIMITED

          By:  /S/ ROSLYN YEARWOOD
Its: Secretary

                                For  and  on  behalf  of Antigua International
Trust Ltd.    
Director      

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EXHIBIT A         

OFFICERS AND DIRECTOR OF ULSTER INVESTMENTS LIMITED         

I.   DIRECTOR                                                                   

NAME                                                                            
(PRINCIPAL BUSINESS)PLACE OF ORGANIZATIONBUSINESS ADDRESS                       

Antigua International Antigua         High Street, P.O. Box 1302                
Trust Limited                        St. John's, Antigua, West Indies         
(trust company)                                                                 

II.  OFFICERS                                                                   

NAME            POSITION   CITIZENSHIPBUSINESS ADDRESS                          

Brian Stuart-YoungPresidentGuyana     Antigua International Trust Limited       
                      High Street, P.O. Box 1302
                            St. John's, Antigua, West Indies

    Roslyn Yearwood  Secretary  Antigua    Antigua International Trust Limited
                                  High Street, P.O. Box 1302
                                        St. John's, Antigua, West Indies

    Romel Tiwari     Treasurer  Guyana     Antigua International Trust Limited
                                  High Street, P.O. Box 1302
                                        St. John's, Antigua, West Indies

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
		10/25/01		5
		10/25/97		5
Corrected on:		12/4/96
Filed on / Changed as of:		11/4/96		6
		10/25/96		1		5			8-K
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