Greenwell John E – ‘SC 13D’ on 11/20/98 re: Product Express Com Ebusiness Services Inc

As of:  Friday, 11/20/98   ·   Accession #:  950147-98-967   ·   File #:  5-53061

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

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

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D of John E. Greenwell                      5     21K 

Document Table of Contents

SC 13D
1st Page of 5
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 UNDER THE SECURITIES EXCHANGE ACT OF 1934

PREMIUM CIGARS INTERNATIONAL, LTD.
----------------------------------
(Name of Issuer)

SHARES OF COMMON STOCK
------------------------------
(Title of Class of Securities)

740588 10 8 
------------- 
(CUSIP Number)

Mr. John E. Greenwell 
15849 North 77th Street 
Scottsdale, Arizona 85260 
(602) 922-8887
 -------------------------------------------------
 (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications)

November 16, 1998 
 -------------------------------------------------------
 (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 [ ].       

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 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).                                                                         

SC 13D
2nd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 2nd
CUSIP NO. 740588 10 8 

--------------------------------------------------------------------------------
(1)  NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON

JOHN E. GREENWELL                                                     
--------------------------------------------------------------------------------
(2)  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                    (a) [ ]

     N/A                                                                 (b) [ ]
--------------------------------------------------------------------------------
(3)  SEC USE ONLY                                                               

--------------------------------------------------------------------------------
(4)  SOURCE OF FUNDS                                                            

BK                                                                    
--------------------------------------------------------------------------------
(5)  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO       
     ITEMS 2(d) OR 2(e)                                                      [ ]
--------------------------------------------------------------------------------
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                       

UNITED STATES CITIZEN                                                 
--------------------------------------------------------------------------------
(7)  SOLE VOTING POWER    

366,600         
        NUMBER OF        -------------------------------------------------------
SHARES            (8)  SHARED VOTING POWER                    
BENEFICIALLY                                                        
OWNED BY                0                                       
          EACH           -------------------------------------------------------
REPORTING          (9)  SOLE DISPOSITIVE POWER                  
PERSON                                                        
WITH                  366,600                               
                         -------------------------------------------------------
   (10) SHARED DISPOSITIVE POWER

0               
--------------------------------------------------------------------------------
(11)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

366,600                                                             
--------------------------------------------------------------------------------
(12)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    
                                                                             [ ]
--------------------------------------------------------------------------------
(13)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        

10.567%                                                             
--------------------------------------------------------------------------------
(14)  TYPE OF REPORTING PERSON                                                  

IN                                                                  
--------------------------------------------------------------------------------

-2- 

SC 13D
3rd Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 3rd
ITEM 1.  SECURITIES AND ISSUER.                                                 

This statement relates to the common stock of Premium Cigars  
International, Ltd. (the "Issuer").                           

      The name and address of the principal executive office of the Issuer
is as follows:                                                

Premium Cigars International, Ltd.
15849 North 77th Street 
 Scottsdale, Arizona 85260

ITEM 2.  IDENTITY AND BACKGROUND.                                               

          (a)  Name:  The person filing this  statement is Mr. John E. Greenwell
("Mr. Greenwell"), a natural person.              

(b)  Residence: Mr. Greenwell's business address is:        

15849 North 77th Street     
Scottsdale, Arizona 85260   

          (c)  Present principal  occupation:  Mr. Greenwell's present principal
               occupation  is  Chief   Executive   Officer  of  Premium   Cigars
               International,  Ltd.,  whose  address is 15849  North 77th Street
Scottsdale, Arizona 85260;                        

          (d)  Criminal  proceedings:  During the last five years, Mr. Greenwell
               has  not  been  convicted  in a  criminal  proceeding  (excluding
traffic violations or similar misdemeanors);      

          (e)  Civil proceedings:  During the last five years, Mr. Greenwell has
               not  been  a  party  to  a  civil  proceeding  of a  judicial  or
               administrative  body of competent  jurisdiction and, as a result,
               is not  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; and          

(f)  Citizenship: Mr. Greenwell is a United States citizen. 

-3- 

SC 13D
4th Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 4th
ITEM 3.  SOURCE, AMOUNT OF FUNDS OR OTHER CONSIDERATION.                        

         Mr.  Greenwell's  source of funds  for the  purchase  of the  shares of
common  stock is  personal  assets  derived  from the  sale of  publicly  traded
securities.  The amount of funds used for the  purchase  of the shares of Common
Stock of the Issuer was $245,000.00.                                            

ITEM 4.  PURPOSE OF TRANSACTION.                                                

         The purpose of Mr. Greenwell's purchase of the securities of the Issuer
is strictly for investment  purposes.  At this time,  Mr. Greenwell has no other
plans or intentions with respect to the Issuer.                                 

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

         (a)  The  aggregate  number  of  shares  of  the  class  of  securities
identified  pursuant  to  Item  1  above  that  are  beneficially  owned  by Mr.
Greenwell, is 366,600.  Additionally,  the percentage of the class of securities
identified  pursuant  to Item 1 above  that  are  beneficially  owned by the Mr.
Greenwell, is 10.567%;                                                          

         (b) The following information is provided regarding Mr. Greenwell:  (i)
Mr. Greenwell has the sole power to vote or to direct the vote of 366,600 shares
of the Issuer,  (ii) no shares are subject to shared or  directed  voting  power
with  another,  (iii) Mr.  Greenwell  has sole power to dispose or to direct the
disposition of his 366,600 shares of the Issuer, and (iv) Mr. Greenwell does not
share the power to dispose or to direct the disposition of any of the shares;   

         (c) Mr.  Greenwell has not engaged in any  transactions in the class of
securities  reported on that were  effectuated  during the past 60 days or since
the most recent filing on Schedule 13(D);                                       

         (d) No  person is known to have the  right to  receive  or the power to
direct the receipt of  dividends  from,  or the  proceeds  from the sale of, the
securities described herein; and                                                

(e) Not applicable.                                           

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

         There are no contracts,  arrangements,  understandings or relationships
(legal or  otherwise)  between or among Mr.  Greenwell and any other person with
respect to any  securities of the Issuer,  including but not limited to transfer
or voting of any of the securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or  withholding  of  proxies,  naming the  persons  with whom such
contracts, arrangements, understandings or relationships have been entered into.

         Prior to acquiring the securities,  Mr.  Greenwell has agreed to assume
and comply with the terms of that certain  Promotional  Shares Lock-Up Agreement
(the "Lock-Up  Agreement")  entered into by the Selling  Parties and required by
the Securities Administrators of the States of Alaska, Arizona, Arkansas, Idaho,
Indiana, Iowa, Kansas, Kentucky, Maine,  Massachusetts,  Michigan,  Mississippi,
Montana, New Mexico, North Dakota, Oklahoma, Oregon, Pennsylvania, South Dakota,
Texas, Vermont, Virginia, and Washington.  Prior to consummating the purchase of
the  shares,   Mr.   Greenwell  has  obtained   consents  from  the   Securities
Administrators  of each of those  states to acquire the  shares,  subject to the
terms and conditions of the Lock-Up  Agreement.  Security holders subject to the
Lock-Up  Agreement  (company  insiders) are restricted for a period of two years
following the completion of the Company's  initial public  offering from selling
securities,  except  that,  beginning  one year from the date the  offering  was
consummated,  2-1/2% of the  securities  subject to the  Lock-Up  Agreement  are
released from the terms of the  restrictions  each quarter.  Mr.  Greenwell will
assume these obligations.                                                       

-4- 

SC 13D
Last Page of 5
TOC
1st
Previous
Next
↓Bottom
Just 5th
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.                                       

         There  are no  attached  Exhibits  to this  form  13D  based  upon  the
following:                                                                      

         (a) There are no written agreements  relating to the borrowing of funds
to finance the acquisition of the shares of the Issuer since Mr.  Greenwell used
solely personal assets for such acquisition, as disclosed in Item 3;            

         (b)  There  are  no  written   agreements,   contracts,   arrangements,
understandings,  plans  or  proposals  relating  to the  acquisition  of  Issuer
control,  liquidation, sale of assets, merger or change in business or corporate
structure, or any other matter as disclosed in Item 4;                          

         (c)  There  are  no  written   agreements,   contracts,   arrangements,
understandings,  plans or  proposals  relating to the  transfer or voting of the
securities,  finders fees, joint ventures,  options, puts, calls,  guarantees of
loans,  guarantees  against loss or profit,  or the giving of withholding of any
proxy other than as disclosed in Item 6 hereof.                                 

 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.                                                                        

                                 Date: November 16, 1998

                               /s/ John E. Greenwell
                                       -----------------------------
                           John E. Greenwell

                          Name/Title (N/A)

 -5-

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		11/20/98
		11/16/98		1		5			10QSB
									List all Filings