SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No.: 1)
TTI HOLDINGS OF AMERICA CORP.
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(Name of Issuer)
Common Stock, Par Value $0.01
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(Title of Class of Securities)
873047 10 4
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(CUSIP Number)
Crossover Advisors, LLC
Arnold P. Kling
545 Madison Avenue, 6th Floor
New York, New York 10022
(212) 755-8777
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(Name Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 21, 2002
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(Date of Event which Requires Filing of this Statement)
If 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 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 on 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 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
CUSIP No.: 873047 10 4
1 Name of Reporting Person
S.S. or IRS IDENTIFICATION NO. OF ABOVE PERSON
Crossover Advisors, LLC : 13-4185047
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
Number of 740,000
Shares -----------------------------------------------------
Beneficially 8 SHARED VOTING POWER
Owned by
Each -----------------------------------------------------
Reporting Person 9 SOLE DISPOSITIVE POWER
With 740,000
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
740,000
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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2
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.65%
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14 TYPE OF REPORTING PERSON
CO
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ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates in the common
stock, $0.01 par value (the "Common Stock") of TTI Holdings of America Corp., a
Delaware corporation (the "Issuer"), the principal executive offices of which
are located at 545 Madison Avenue, 6th Floor, New York, New York 10022.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c)
Name Principal Occupation Employer Address
(d) None
(e) None
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Payment for Consulting services
ITEM 4. PURPOSE OF TRANSACTION
Shares acquired for investment purposes
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Crossover Advisors, LLC beneficially now owns 740,000
shares of the Common Stock of the Issuer, which represents
approximately 10.65% of the Issuer's Common Stock.
3
(b) JWZ Holdings, Inc. and Adelphia Holdings, LLC. have
sole voting and dispositive power with respect to the 740,000
shares of the Issuer's Common Stock in the name of Crossover
Advisors, LLC
(c) On or about February 21, 2002, Crossover Advisors, LLC
disposed of 195,000 shares of the Issuer.
(d) Not Applicable
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
To the best knowledge of the undersigned, there are no contracts,
arrangements, understanding or relationships (legal or otherwise)
between the undersigned and any person with respect to any securities
of the Issuer, including, but not limited to transfer or voting of any
securities, finder's fees, joint ventures, loan or option agreement,
puts or call, guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Dated as of March 2, 2002
Crossover Advisors, LLC
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By: Arnold P. Kling,
Manager