UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
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INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
NOVEX SYSTEMS INTERNATIONAL, INC.
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(TITLE OF CLASS OF SECURITIES)
670019 10 8
(CUSIP NUMBER)
May 3, 2001
------------------------------------------------------
(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)
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* 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).
CUSIP NO. 670019 10 8 13G Page 2 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 2,987,130
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 2,987,130
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,987,130
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 12.14%
12. TYPE OF REPORTING PERSON*: PN
------------------------------
* See Instructions before filling out!
CUSIP NO. 670019 10 8 13G Page 3 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 1,354,439
PERSON WITH
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 1,354,439
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,354,439
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.51%
12. TYPE OF REPORTING PERSON*: CO
------------------------------
* See Instructions before filling out!
CUSIP NO. 670019 10 8 13G Page 4 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER: 2,987,130
7. SOLE DISPOSITIVE POWER:
8. SHARED DISPOSITIVE POWER: 2,987,130
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 2,987,130
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 12.14%
12. TYPE OF REPORTING PERSON*: CO
------------------------------
* See Instructions before filling out!
CUSIP NO. 670019 10 8 13G Page 5 of 9 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
(ENTITIES ONLY): Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*: (a) |_|
(b) |X|
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER: 0
BENEFICIALLY OWNED
BY EACH REPORTING 6. SHARED VOTING POWER: 1,354,439
PERSON WITH
7. SOLE DISPOSITIVE POWER: 0
8. SHARED DISPOSITIVE POWER: 1,354,439
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 1,354,439
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES:*
|_|
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 5.51%
12. TYPE OF REPORTING PERSON*: CO
------------------------------
* See Instructions before filling out!
CUSIP NO. 670019 10 8 13G Page 6 of 9 Pages
Schedule 13G of Little Wing, L.P ("Little Wing"), Tradewinds Fund Ltd.
("Tradewinds"), Quilcap Corp. ("Quilcap Corp."), and Quilcap International Corp.
("Quilcap International") with respect to the common stock, par value $.001 per
share (the "Common Shares") of Novex Systems International, Inc. (the
"Company").
ITEM 1 (a) NAME OF ISSUER:
Novex Systems International, Inc.
ITEM 1 (b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
16 Cherry Street
Clifton, New Jersey 07014
ITEM 2 (a) NAME OF PERSON FILING:
Little Wing, L.P. ("Little Wing")
Tradewinds Fund Ltd. ("Tradewinds")
Quilcap Corp. ("Quilcap Corp.")
Quilcap International Corp. ("Quilcap International")
ITEM 2 (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
Little Wing, L.P.
c/o Quilcap Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
Tradewinds Fund Ltd.
c/o Quilcap International Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
CUSIP NO. 670019 10 8 13G Page 7 of 9 Pages
Quilcap Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
Quilcap International Corp.
153 East 53rd Street
Suite 2600
New York, NY 10022
ITEM 2 (c) CITIZENSHIP:
Little Wing is a limited partnership organized under the laws
of the State of Delaware. Quilcap Corp. and Quilcap
International are each corporations organized under the laws
of the State of Delaware. Tradewinds is a corporation
organized under the laws of the British Virgin Islands.
ITEM 2 (d) TITLE OF CLASS OF SECURITIES:
Common Stock, Par Value $.001 Per Share (the "Common Shares")
ITEM 2 (e) CUSIP NUMBER:
670019 10 8
ITEM (3) IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR
13D-2(B) or (C), CHECK WHETHER THE PERSON FILING IS A:
(a) ( ) Broker or Dealer registered under Section 15 of
the Securities Exchange Act of 1934 (the "Act")
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19)
of the Act
(d) ( ) Investment Company registered under Section 8 of
the Investment Company Act of 1940
(e) ( ) An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
(h) ( ) A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act;
CUSIP NO. 670019 10 8 13G Page 8 of 9 Pages
(i) ( ) A church plan that is excluded from the
definition of an investment company under Section
3(c)(14) of the Investment Company Act;
(j) ( ) A Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box.
|X|
ITEM 4. OWNERSHIP
(a) Amount Beneficially Owned:
4,341,569
(b) Percentage of Class:
17.65% (based on the 24,598,988 Common Shares reported
to be outstanding in the Issuer's Form 10-QSB for the
period ended February 28, 2001)
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: -0-
(ii) shared power to vote or to direct the vote:
4,341,569
(iii) sole power to dispose or to direct the disposition
of: -0-
(iv) shared power to dispose to direct the disposition
of: 4,341,569
Quilcap Corp. is the general partner of Little Wing. Quilcap
International is the investment manager to Tradewinds. Little Wing has the power
to vote and dispose of its Common Shares, which power may be exercised by Parker
Quillen, as President of Quilcap Corp., the general partner to Little Wing.
Tradewinds has the power to vote and dispose of the Common Shares owned by it,
which power may be exercised by Parker Quillen, as President of Quilcap
International, the investment manager to Tradewinds.
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.
CUSIP NO. 670019 10 8 13G Page 9 of 9 Pages
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.
Dated: May 11, 2001
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/ Parker Quillen
By: /s/ Parker Quillen -------------------------
------------------------ Parker Quillen, President
Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: /s/ Parker Quillen By: /s/ Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President