- Statement of Beneficial Ownership (SC 13D)
15 Aprile 2010 - 5:38PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. __)
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SENTISEARCH, INC.
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(Name
of Issuer)
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COMMON STOCK
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(Title
of Class of Securities)
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817305 10
5
(CUSIP
Number)
Robert J.
Mittman, Esq.
Blank
Rome LLP
405
Lexington Avenue
New York,
New York 10174
(212)
885-5555
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
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(Date
of Event which Requires Filing of this Statement)
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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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 for other
parties to whom copies are to be sent.
1
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).
SCHEDULE
13D
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CUSIP
NO.
817305 10
5
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Page
2 of 6 Pages
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1
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NAMES
OF REPORTING PERSONS
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
PF
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or
2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE
VOTING POWER
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8
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SHARED
VOTING POWER
0
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9
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SOLE
DISPOSITIVE POWER
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10
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SHARED
DISPOSITIVE POWER
0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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12
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
o
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7%
(based on 16,821,787 Shares of Common Stock issued and outstanding as of
April 12, 2010) as provided by the Company
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14
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TYPE
OF REPORTING PERSON*
IN
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(1) Includes (i)
2,497,274 shares owned directly by the Reporting Person; and (ii) 150,000 shares
owned by the Scarsdale Limited Partnership of which Mr. Rozzi is a general
partner. Mr. Rozzi’s daughter and Samuel A. Rozzi Grantor Retained
Annuity Trust, of which Mr. Rozzi’s daughter is trustee, are the sole limited
partners of Scarsdale Limited Partnership. Mr. Rozzi disclaims
beneficial ownership of all shares other than those held in his
name.
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Item
1.
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Security
and Issuer.
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This statement relates to the common
stock, par value $.0001 per share (“Common Stock”) issued by Sentisearch, Inc.,
a Delaware corporation (the “Company”), whose principal executive offices are
located at 1217 South Flagler Drive, 3rd Floor, West Palm Beach, FL
33401.
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Item
2.
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Identity
and Background.
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This statement is filed by Samuel A.
Rozzi, a principal stockholder of the Company (the “Reporting
Person”). The address of the Reporting Person is c/o Corporate
National Realty, Inc., 135 Crossways Park Drive, Suite 104, Woodbury,
NY 11797. Mr. Rozzi is a United States
citizen.
The Reporting Person has not, during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) 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 finding any violations with
respect to such laws.
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Item
3.
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Source
and Amount of Funds or other
Consideration.
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In his capacity as a stockholder of
Sentigen Holdings, Inc., the Company’s former parent company (“Sentigen”), the
Reporting Person received 572,525 shares of the Common Stock on November 30,
2006, the date on which shares of the Company’s Common Stock were distributed
pro rata to the stockholders of Sentigen. Effective November 30,
2006, the Company was spun off from Sentigen.
On June 24, 2008, the Reporting
Person participated in a financing by the Company in which he purchased 751,868
shares of Common Stock at $0.19 per share for a total purchase price of
approximately $142,855. On July 9, 2008, the Reporting Person
participated in an offering by the Company in which he purchased 304,909 shares
of Common Stock at $0.16 per share for a total purchase price of approximately
$48,785. The Reporting Person paid the purchase price for securities
issued in these transactions in a combination of cash and cancellation of
indebtedness owed to him by the Company.
On October 26, 2009, the Reporting
Person loaned the Company an aggregate of $50,000 which debt was evidenced by
the Company’s Subordinated Convertible Promissory Note dated October 26, 2009
(the “Convertible Note”). On April 8, 2010, the conversion price for
such Convertible Note was established at $0.05 and the Reporting Person
converted all of the outstanding principal and interest on such Convertible Note
into 1,017,972 shares of Common Stock.
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Item
4.
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Purpose
of Transaction.
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The
purpose of the acquisition of shares of Common Stock by the Reporting Persons
reported herein is for investment. Depending upon market conditions and other
factors that the Reporting Person may deem material to his investment decision,
the Reporting Person may make purchases of Common Stock from time to time and
may dispose of any or all of the shares of Common Stock held by him at any time.
Except as set forth in Item 4, the Reporting Person has no plans or proposals
which relate to, or could result in any of the matters referred to in paragraphs
(a) through (j) of Item 4 of Schedule 13D. The Reporting Person may from time to
time review or reconsider his position with respect to the Company or to
formulate plans or proposals with respect to any matter referred to in
paragraphs (a) through (j) of Item 4 of this Schedule 13D, but has no present
intention of doing so.
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Item
5.
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Interest
in Securities of the Issuer.
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(a) -
(b)
Beneficial ownership is calculated
based upon 16,821,787 shares of the Company’s Common Stock outstanding on April
12, 2010.
As of the date of this filing, the
Reporting Person beneficially owned 2,647,274 shares of the Company’s Common
Stock, representing 15.7% (calculated in accordance with the instructions to
Schedule 13D) of the issued and outstanding shares of the Company’s Common
Stock. Said securities consist of (i) 2,497,274 shares owned directly
by the Reporting Person; and (ii) 150,000 shares owned by
Scarsdale
Limited Partnership of which Mr. Rozzi is a general partner. Mr.
Rozzi’s daughter and Samuel A. Rozzi Grantor Retained Annuity Trust, of which
Mr. Rozzi’s daughter is trustee, are the sole limited partners of Scarsdale
Limited Partnership. Mr. Rozzi disclaims beneficial ownership of all
shares other than those held in his name. Of the shares owned
directly by the Reporting Person, 1,017,972 shares of the Company’s
Common Stock were issued upon conversion of the outstanding principal and
interest of the Convertible Note at a conversion price of $0.05 per share on
April 8, 2010.
(c) Please
see response to Item 3 above for a list of prior transactions relating to the
Common Stock involving the Reporting Person.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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Other than as set forth above, there
are no contracts, arrangements, understandings or relationships with the
Reporting Persons or any other person with respect to the securities of the
Company, including but not limited to transfer or voting of any other
securities, finders’ fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, divisions of profits or loss or the giving or
withholding of proxies.
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Item
7.
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Materials
to be filed as Exhibits.
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None.
SIGNATURE
After
reasonable inquiry, and to the best of my knowledge and belief, the undersigned
certifies that the information set forth in this statement is true, complete and
correct.
Date:
April 15, 2010
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/s/ Samuel A. Rozzi
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SAMUEL
A. ROZZI
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Grafico Azioni SentiSearch (CE) (USOTC:SSRC)
Storico
Da Gen 2025 a Feb 2025
Grafico Azioni SentiSearch (CE) (USOTC:SSRC)
Storico
Da Feb 2024 a Feb 2025
