SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
Information Statement pursuant to
Rule 13d-1 and 13d-2
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ZAPWORLD.COM
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(Name of Issuer)
COMMON STOCK $0.00 PAR VALUE
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(Title of Class of Securities)
98912M102
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(CUSIP Number)
October 6, 2000
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(Date of event which requires filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
(Continued on following pages)
(Page 1 of 4 Pages)
13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Endeavour Capital Investment Fund S.A.
None
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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 CITIZENSHIP OR PLACE OF ORGANIZATION
The Bahamas
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5 SOLE VOTING POWER
631,765 shares (See Note A)
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NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY None.
OWNED BY --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER
REPORTING
PERSON 631,765 shares (See Note A)
WITH --------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
None.
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
631,765 shares (See Note A)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (See Note A)
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1(a). Name of Issuer.
ZAPWORLD.COM
Item 1(b). Address of Issuer's Principal Executive Offices.
117 Morris Street
Sebastopol, California 95472
Item 2(a). Names of Person Filing.
The Endeavour Capital Investment Fund S.A.
Item 2(b). Address of Principal Business Office, or if none, Residence.
Cumberland House
#27 Cumberland Street
Nassau, New Providence
The Bahamas
Item 2(c). Citizenship.
The Bahamas
Item 2(d). Title of Class of Securities.
Common Stock, $0.00 par value per share.
Page 3 of 4 Pages
Item 2(e). CUSIP Number.
98912M102
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
N/A
Item 4. Ownership.
(a) Amount beneficially owned by reporting person: 631,765 shares (See
Note A)
(b) Percent of Class: 9.99% (See Note A)
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote: 631,765 shares (See Note A)
(ii) Shared power to vote or to direct the vote: none.
(iii) Sole power to dispose or direct the disposition of the Common
Stock: 631,765 shares of common stock of the Issuer (See Note
A).
(iv) Shared power to dispose or direct the disposition of: none.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction which could have that purpose or effect.
Page 4 of 4 Pages
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.
April 23, 2001
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(Date)
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/s/ The Endeavour Capital Investment Fund, S.A.
By: Barry Herman, President
/s/ Barry Herman
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(Signature)
NOTE A
There are 6,323,974 shares of the Common Stock of the Issuer outstanding.
Reporting Person currently owns 410 shares of the Common Stock of the Issuer.
Reporting Person holds shares of the Issuer's 6% Series A-1 and Series A-2
Convertible Preferred Stock having an aggregate stated value of $2,253,909.
Under its terms, the Series A-1 and A-2 Convertible Preferred Stock are
generally convertible into shares of Common Stock of the Issuer, where
conversions are effected at a conversion rate (the "Conversion Price") equal to
the lower of 1) 85% of the average of the lowest three (3) closing bid prices of
a share of Common Stock of the Issuer during the 22 trading days prior to the
date ("Conversion Date") on which the Reporting Person submits a conversion
notice ("Variable Conversion Price") or, 2) $4.50 with respect to the Series A-1
and $7.42 with respect to Series A-2. The Series A-1 and A-2 Convertible
Preferred Stock, however, are not currently fully convertible into shares of
Common Stock of the Issuer by the holders, because Section 3(B)(E)(2) of Series
A-1 and A-2s' Certificate of Designations restricts the rights of Reporting
Person to convert if, as a result of such conversion (but without giving effect
to shares issuable upon conversions not yet submitted), the Reporting Person and
its affiliates would have actual ownership of more than 9.99% of the outstanding
shares of the Common Stock of the Issuer. Were such restriction not applicable,
Reporting Person would, based on current market prices of such Common Stock
resulting in a Conversion Price of about $.8234 per share, be able to convert
its Convertible Preferred Stock into 2,737,320 shares of Common Stock. If
dividends on the Series A-1 and A-2 Preferred Stock through the present were
paid (at the option of the Issuer) in Common Stock based on the same Conversion
Price, the Reporting Person would receive an additional 115,829 shares of Common
Stock.
In addition, the Reporting Person holds five year warrants to purchase 333,333
shares of Common Stock (the "Warrant") at an exercise price of $5.4312 per share
and 184,162 shares of Common Stock at an exercise price of $5.98. The Warrant
restricts the rights of Reporting Person to exercise if, as a result of such
exercise (but without giving effect to shares issuable upon exercises not yet
submitted), the Reporting Person and its affiliates would have actual ownership
of more than 9.99% of the outstanding shares of Common Stock of the Issuer.
If all of the Convertible Preferred Stock were currently fully convertible and
converted, if the cumulative dividends on the entire amount of the Convertible
Preferred Stock were paid in Common Stock at the same Conversion Price and if
the Warrants were fully exercised, and if the Reporting Person's currently owned
shares were included, the Reporting Person's total shares of Common Stock would
be 3,371,054 shares.
The exact number of shares that would be issuable to the Reporting Person upon
such conversions is subject to change because the actual conversion rate at the
time of any given conversion may be higher or lower.
The Reporting Person disclaims any beneficial interest or voting rights in the
shares of Common Stock of the Issuer held by or issuable upon the exercise of
any conversion or other rights held by any other holder of shares or such rights
of the Issuer.