Sterling Capital Investment Group, Inc. SC 13D
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Sterling Capital Investment Group, Inc.
(formerly)
Sterling Media Capital Group, Inc.
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(Name of Issuer)
Common Stock, par value $.001
Series A Preferred Convertible Stock, par value $.001
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(Title of Class of Securities)
85916R104
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(CUSIP Number)
Mr. David C. Annin
6223 Twin Oaks Circle
Dallas, TX 75240
(972) 571-3618
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 7, 2000
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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).
1. NAME OF REPORTING PERSONS:
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David C. Annin
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 . SEC USE ONLY
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4. SOURCE OF FUNDS
(See Item 3 and Exhibit 1)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON (See Item 1 and Exhibit 1)
WITH
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8. SHARED VOTING POWER
-0-
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9. SOLE DISPOSITIVE POWER
(See Item 1 and Exhibit 1)
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10.
SHARED DISPOSITIVE POWER
-0-
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(See Item 1 and Exhibit 1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4% (See Exhibit 1)
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14. TYPE OF REPORTING PERSON
Individual
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Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $0.001 per share
(the "Common Stock")and Series "A" Convertible Preferred Stock, no par value
("the "Preferred Stock") issued by Sterling Capital Investment Group, Inc.),
a Nevada corporation, (formerly, Sterling Media Capital Group, Inc., a
Pennsylvania corporation (the "Company"), the principal offices of which are
located at 4570 Westgrove, Ste. 220, Addison, TX 75001.
Item 2. Identity and Background
(a) This Schedule 13D is filed by David C. Annin,
an individual. (the "Reporting Person").
(b) The Reporting Person has never been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors).
(c) During the last five years, the Reporting Person has not been
party to any civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which proceeding the Reporting
Person 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.
(d) The Reporting Person is a Citizen of the United States
Item 3. Source and Amount of Funds or Other Consideration
The securities described in this 13d statement were acquired
as a result of the Reporting Person being a beneficial owner of a privately
held predecessor company ("Sterling Managers"). The predecessor company merged
with the Issuer on July 7, 2000. (See Exhibit 1)
Item 4. Purpose of Transaction
(See Exhibit 1)
Item 5. Interest in Securities of the Issuer
(a) Securities Beneficially Owned.
(See Exhibit 1)
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
The following document is filed as an Exhibit:
Exhibit 1 Description of Transaction and Securities Beneficially Owned
Signatures
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DAVID C. ANNIN
Date: March 27, 2001 /s/ David C. Annin
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Signature
Exhibit 1
Description of Transaction and Securities Beneficially Owned
The Merger
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On July 7, 2000, Electro-Kinetic Systems, Inc. ("EKS") and Sterling Media Fund Managers, L.L.C., an Oklahoma limited
liability company ("Sterling Managers"), completed the transactions contemplated by the Letter Agreement dated June 7, 2000 (a
complete copy of which is attached as Exhibit A to the 8-K filing with the SEC dated July 24, 2000) pursuant to which EKS acquired
15% of the equity interests in Sterling Managers. On the same day EKS changed its name to Sterling Media Capital Group, Inc.
("Sterling Media"). Thereafter, on the 10th day of July 2000, Sterling Media acquired the remaining 85% equity interest in Sterling
Managers with Sterling Managers continuing as a wholly-owned subsidiary of Sterling Media.
As a result of the acquisition, the equity holders of Sterling Managers and the persons holding contingent right to an
equity interest in Sterling Managers now own approximately 91.5% of the voting stock of Sterling Media, which has changed its name to
Sterling Media Capital Group, Inc.
Because of the change in ownership of voting stock and the composition of the board after the acquisition, there was a
change in control of EKS upon completion of the acquisition.
SCHEDULE 13D
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CUSIP No. 85916R104 Page 5 of 6 Pages
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Reduction in Outstanding Shares
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Pursuant to a resolution by the Board of Directors dated November 2, 2000, the number of Sterling Media outstanding shares
have been effectively reduced whereby one share of "new" Sterling Media common was issued for each 30.4498 shares of "old" Sterling
Media common shares outstanding on that date. On the same date, each share of Sterling Media Series A Preferred stock, which were
issued as a part of the merger, were converted into 3.2840938 "new" shares of Sterling Media common thereby removing all Series A
shares then outstanding. These actions effectively reduced the number of outstanding shares from approximately 84,000,000 common and
3,535,538 shares of Series A Preferred to approximately 17,000,000 "new" common shares.
Series B Convertible Preferred Stock
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On December 29, 2000 the Reporting Person acquired 1,285 shares of the Company's Series B Convertible Preferred Stock by
virtue of exchanging Preferred Stock of a Predecessor company for the subject Series B Preferred Stock of the Company pursuant to the
terms of the Letter Agreement dated June 7, 2000.
Corporate Reincorporation
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On January 4, 2001 the shareholders of the Company approved the Company's re-incorporation in the State of Nevada to become
effective January 18, 2001. The actions resulted in the Company's name being changed to "Sterling Capital Investment Group, Inc."
(trading under the symbol "STCE"), the replacement of stock in the existing Pennsylvania corporation with an equal number of shares
in the Nevada corporation, and the election of the individuals presently serving as directors and officers to serve in a similar
capacity in the Nevada corporation. For more information on the reincorporation, see the Company's DEFINITIVE INFORMATION STATEMENT
PURSUANT TO SECTION 14 (C) OF THE SECURITIES EXCHANGE ACT OF 1934, statement DEF-14(c), filed November 15, 2000.
Exchange of Shares for Membership Interest in a limited liability company
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On January 22, 2001, David C. Annin, (the "Reporting Person") entered into a transaction whereby he exchanged 230,000 shares
of common stock of the issuer for 9 units of membership interest in a limited liability company.
Securities Beneficially Owned
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Stock held
"Old" Sterling "New" Sterling by Reporting Person
Media Stock Media Stock as of March 23, 2001
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Common Stock 4,039,461 1,152,224 922,224
(Converted @1:30.4498)
Series A Preferred Stock 310,455 -0- -0-
(Converted @ 3.2840938:1)
Series B Preferred Stock -0- -0- 1,285
(Convertible @ 11.2069:1)
Based on 20,609,465 fully diluted shares of Common stock believed to be outstanding as of January 25, 2001, the Reporting
Person beneficially owned approximately 4.4% of the Company's outstanding Common Stock.
Voting and Dispositive Power.
Reporting Person Number of Shares
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Sole Shared
Sole Shared Dispositive Dispositive
David C. Annin Voting Power Voting Power Power Power
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Common 922,224 -0- 922,224 -0-
Series "B" 1,285 -0- 1,285 -0-
Preferred
Transaction in Company Securities:
The following purchases and or acquisitions have been made by the Reporting Person:
Type of Shares Purchased Price per
Security or acquired share Date
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Series "B" 1,285 (1) 12/29/00
Preferrred
1.) Acquired by converting preferred stock of predecessor company (which was acquired for $12,500) into Series "B" preferred
stock of the company, pursuant to the terms of the Letter Agreement dated June 7, 2000.