Z Trim Holdings, Inc - Statement of Beneficial Ownership (SC 13D)
03 Abril 2008 - 5:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the
Securities Exchange Act of 1934
(Name
of
Issuer)
Common
Stock, par value $0.00005
(Title
of
Class of Securities)
172570103
(CUSIP
Number)
Farhad
Zaghi
4020
Moorpark Avenue, #117
San
Jose,
CA 95117
408-296-5287
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March
18, 2008
(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 [
].
*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).
|
1.
|
Names
of Reporting Persons:
NURIEEL AKHAMZADEH
|
|
|
|
|
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (
See
Instructions)
|
|
(a)
|
o
|
|
(b)
|
x
|
|
|
|
|
3.
|
SEC
Use Only:
|
|
|
|
|
|
|
|
4.
|
Source
of Funds (See Instruction):
OO
|
|
|
|
|
|
|
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e):
|
|
|
|
|
|
|
|
6.
|
Citizenship
or Place of Organization:
Israel
|
|
|
|
Number
of
Shares Beneficially by Owned by Each Reporting Person With:
|
|
|
|
|
7.
|
Sole
Voting Power:
|
5,000,000
|
|
|
|
|
|
8.
|
Shared
Voting Power:
|
0
|
|
|
|
|
|
9.
|
Sole
Dispositive Power:
|
5,000,000
|
|
|
|
|
|
10.
|
Shared
Dispositive Power:
|
0
|
|
|
|
|
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person:
5,000,000
|
|
|
|
|
|
|
|
12.
|
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
N/A
|
|
|
|
|
|
|
|
13.
|
Percent
of Class Represented by Amount in Row (11):
6.9%
|
|
|
|
|
|
|
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
|
|
|
|
|
|
|
ITEM
1.
|
SECURITY
AND ISSUER
|
The
class
of equity securities to which this Schedule 13D Statement relates is the Common
Stock, par value $0.00005 per share (the “Common Stock”) of Z Trim Holdings,
Inc., an Illinois corporation (the “Issuer”). The principal executive offices of
the Issuer are located at 1011 Campus Drive, Mundelein, Illinois
60060.
|
ITEM
2.
|
IDENTITY
AND BACKGROUND
|
|
|
(a)
|
Name
of Person filing this
Statement:
|
This
Statement is being filed by Nurieel Akhamzadeh (the “Reporting Person”).
|
|
(b)
|
Residence
or Business Address:
|
The
business address of the Reporting Person is 4020 Moorpark Avenue, #117, San
Jose, CA 95117
|
|
(c)
|
Present
Principal Occupation and
Employment:
|
The
Reporting Person is engaged in the business of private investing.
|
|
(d)
|
Criminal
Convictions:
|
The
Reporting Person has not been charged or convicted in a criminal proceeding
during the last five years.
The
Reporting Person has not been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction during the last five
years
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 finding any violation with respect
to
such laws.
The
Reporting Person is a citizen of Israel.
|
ITEM
3.
|
SOURCE
AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
The
Reporting Person received the subject shares (the “Shares”) as part of a
settlement of certain litigation (the “Settlement”) between the Reporting
Person, the Issuer and other persons, including the former chief executive
officer and chairman of the board of the Issuer.
|
ITEM
4.
|
PURPOSE
OF TRANSACTION
|
The
Reporting Person holds all of the Shares for general investment purposes. Except
as set forth below, the Reporting Person has no current plans or proposals
which
relate 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; (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
other 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 Act; or
(j)
any action similar to any of those enumerated above.
The
Reporting Person reserves the right to acquire additional shares of Common
Stock
or to dispose of the Shares at any time and from time to time in privately
negotiated transactions or in market transactions at prevailing
prices.
|
ITEM
5.
|
INTEREST
IN SECURITIES OF THE
ISSUER
|
|
|
(a)
|
Aggregate
Beneficial Ownership:
|
As
of
March 18, 2008, the Reporting Person beneficially owns 5,000,000 shares of
Common Stock. As reported by the Issuer in its most recent Quarterly Report
on
Form 10-Q, there were 72,056,375 shares of common stock issued and
outstanding.
|
|
(b)
|
Power
to Vote and Dispose of the Issuer
Shares:
|
The
Reporting Person has sole dispositive and voting power with respect to the
5,000,000 shares of Common Stock held by it.
|
|
(c)
|
Transactions
Effected During the Past 60
Days:
|
In
addition to that described elsewhere in this Statement, on or about March 11,
2008, the Reporting Person attempted to sell 92,254 of the Shares in ordinary
market transactions. Following execution of such sale transactions, the Issuer
directed its transfer agent to reject a previously accepted opinion of counsel
covering a portion of the Shares, which resulted in such transactions being
reversed by the selling broker and the transfer agent.
|
|
(d)
|
Right
of Others to Receive Dividends or Proceeds of
Sale:
|
None.
|
|
(e)
|
Date
Ceased to be the Beneficial Owner of More Than Five
Percent:
|
Not
Applicable.
|
ITEM
6.
|
CONTRACTS,
ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER
|
In
connection with the Settlement, the Reporting Person or his designee is entitled
to receive a warrant from the Issuer to purchase an additional 2,500,000 shares
of Common Stock as soon as the Reporting Person’s beneficial interest falls
below 4.99% of the issued and outstanding class of Common Stock. The warrant
will be exercisable at price to be determined and will expire on February 08,
2011.
|
ITEM
7.
|
MATERIAL
TO BE FILED AS EXHIBITS
|
None
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.
|
March
31, 2008
|
|
|
|
/s/
Nurieel Akhamzadeh
|
|
|
Nurieel Akhamzadeh
|
Z-Trim Holdings, (AMEX:ZTM)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Z-Trim Holdings, (AMEX:ZTM)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
