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0001363448-06-000007.txt : 200609120001363448-06-000007.hdr.sgml : 2006091220060912135119ACCESSION NUMBER:0001363448-06-000007CONFORMED SUBMISSION TYPE:SC 13D/APUBLIC DOCUMENT COUNT:12FILED AS OF DATE:20060912DATE AS OF CHANGE:20060912
SUBJECT COMPANY:
COMPANY DATA:COMPANY CONFORMED NAME:A CONSULTING TEAM INCCENTRAL INDEX KEY:0001040792STANDARD INDUSTRIAL CLASSIFICATION:SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380]IRS NUMBER:133169913STATE OF INCORPORATION:NYFISCAL YEAR END:1231
FILING VALUES:FORM TYPE:SC 13D/ASEC ACT:1934 ActSEC FILE NUMBER:005-53441FILM NUMBER:061086026
BUSINESS ADDRESS:STREET 1:200 PARK AVE SSTREET 2:SUITE 901CITY:NEW YORKSTATE:NYZIP:10003BUSINESS PHONE:2129798228
MAIL ADDRESS:STREET 1:200 PARK AVENUE SOUTHSTREET 2:SUITE 901CITY:NEW YORKSTATE:NYZIP:10003
FILED BY:
COMPANY DATA:COMPANY CONFORMED NAME:Helios & Matheson Information Technology Ltd.CENTRAL INDEX KEY:0001363448IRS NUMBER:000000000STATE OF INCORPORATION:K7FISCAL YEAR END:1231
FILING VALUES:FORM TYPE:SC 13D/A
BUSINESS ADDRESS:STREET 1:13304 ALONDRA BLVD., 2ND FLOOR,CITY:CERRITOSSTATE:CAZIP:90703-2263BUSINESS PHONE:562-229-1220
MAIL ADDRESS:STREET 1:13304 ALONDRA BLVD., 2ND FLOOR,CITY:CERRITOSSTATE:CAZIP:90703-2263
SC 13D/A1sched13da.txtSCHEDULE 13D/A
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
SCHEDULE 13DUnder the Securities Exchange Act of 1934 (Amendment No. 2)*
The A Consulting Team, Inc. (Name of Issuer)
Common Stock(Title of Class of Securities)
000881 10 2(CUSIP Number)
Navneet S. Chugh, Esq.The Chugh Firm13304 Alondra Blvd., 2nd FloorCerritos, CA 90703(562) 229-1220(Name, Address and Telephone Number of Person Authorizedto Receive Notices and Communications)
September 6, 2006(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G toreport the acquisition that is the subject of this Schedule 13D, and isfiling this schedule because of 240.13d-1(e), 240.13d-1(f) or240.13d-1(g), check the following box. |_|
NOTE: Schedules filed in paper format shall include a signed originaland five copies of the schedule, including all exhibits. See 240.13d-7for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reportingperson's initial filing on this form with respect to the subject class ofsecurities, and for any subsequent amendment containing informationwhich would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall notbe deemed to be "filed" for the purpose of Section 18 of the SecuritiesExchange Act of 1934 ("Act") or otherwise subject to the liabilities ofthat section of the Act but shall be subject to all other provisions of theAct (however, see the Notes).
CUSIP NO. 000881 10 2===================================================================================== 1 NAMES OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIESONLY) Helios & Matheson Information Technology, Ltd.- -------------- ----------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ x ] (b) [ ]- -------------- ----------------------------------------------------------------- 3 SEC USE ONLY- -------------- ----------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions): WC, OO- -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS ISREQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_|- -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION India====================================================================== 7 SOLE VOTING POWER NUMBER OF SHARES 1,250,296 (See Item 5) BENEFICIALLY OWNED ------------------------------------ BY EACH REPORTING 8 SHARED VOTINGPOWER PERSON WITH ------------------------------------ 9 SOLE DISPOSITIVEPOWER 1,250,296 (See Item 5) ------------------------------------ 10 SHARED DISPOSITIVEPOWER==================================================================== 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACHREPORTING PERSON 1,250,296 (See Item 5)- --------------------------------------------------------------------------------12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES (See Instructions)|_|- -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11) 52.5% (See Item 5)- -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) CO====================================================================
Item 1 Security and Issuer.
This Schedule 13D (this "Statement") relates to shares ofthe common stock, par value $0.01 per share (the "Shares"),of The A Consulting Team, Inc. (the "Company" or"TACT"). The principal executive offices of the Companyare located at 200 Park Avenue South, Suite 900, NewYork, New York 10003.
Item 2 Identity and Background.
(a) This Statement is filed by: Helios & MathesonInformation Technology, Ltd., an India corporation("Helios"). The Reporting Person has entered into fouragreements under which, subject to the terms andconditions set forth therein, they will receive 225,599Shares.
The name, residence or business address, principaloccupation or employment, and the name, principalbusiness and address of the corporation or otherorganization in which such employment is conducted, ofeach director and executive officer of Helios is set forth onSchedule A attached hereto and incorporated by referenceherein.
(b) The principal executive offices of Helios are located at# 9, Nungambakkam High Road, Chennai 600 034, India.Helios is an India corporation.
(c) Helios is a company engaged primarily in the businessof information technology consulting services.
(d) During the past five years, the Reporting Person and, tothe best knowledge of such person, no person named inSchedule A hereto, has been convicted in a criminalproceeding (excluding traffic violations or similarmisdemeanors).
(e) During the past five years, the Reporting Person and, tothe best knowledge of such person, no person named inSchedule A hereto, was a party to a civil proceeding of ajudicial or administrative body of competent jurisdictionand as a result of which proceeding such person was or issubject to a judgment, decree or final order enjoining futureviolations of, or prohibiting or mandating activities subjectto, federal or state securities laws or finding any violationwith respect to such laws.
(f) Helios is an India corporation.
Item 3 Source and Amount of Funds or OtherConsideration.
The consideration to be used in acquiring the 225,599Shares will be One Million One Hundred Twenty-SevenThousand Nine Hundred Ninety-Five United States Dollars(USD $1,127,995.00). The acquisition of the Shares willoccur pursuant to the Stock Purchase Agreements dated asof September 5th and 6th, 2006, among William P. Miller,Bcomplaint Inc., Sanjeev Welling, Peter Zielczynski andthe Reporting Person, (the "Stock Purchase Agreements"),copies of which attached hereof as Exhibit 1-4. Theprovisions, terms and conditions of the Stock PurchaseAgreement are summarized under Item 5 of this Statement.
Item 4 Purpose of Transaction.
The Reporting Person has acquired 1,024,697 shares onMarch 30, 2006, pursuant to a Stock Purchase Agreement.The Reporting Person acquired these additional shares inorder to have control of the Company. The purchase is astrategically investment and is classified by The ReportingPerson as "Overseas Direct Investment". The ReportingPerson is not just buying the shares for short term tradingprofit nor is control the only purpose. The investment ismade to meet the objective of market development. Thebusinesses that Helios operates in the United States andIndia offer services that may be useful to clients of theCompany, and the Reporting Person accordingly believethat the combined operations of Helios and the Companycould result in increased revenues from the Company'scurrent clients as well as revenues from new clients. TheReporting Person intends to control TACT. The ReportingPerson has not formulated any plans or proposals that relateto or would result in any matter required to be described inresponse to paragraphs (a) through (j) of Item 4 of thisStatement with the exception of Item 4 (d):
(d) The Reporting Person has increased the number ofboard of directors of the Issuer. The Reporting Person havenominated five board of directors in the last shareholdervoting.
