SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
(Amendment No. 3)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d - 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
MEDICAL CONNECTIONS HOLDINGS, INC.
(Name of Company)
Common Stock, par value $.001 per share
(Title of Class of Securities)
58455T203
(CUSIP Number)
Anthony J. Nicolosi
c/o Medical Connections Holdings, Inc.
4800 T. Rex Avenue, Suite 310
Boca Raton, Florida 33431
Tel. No.: (800) 681-2056
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 30, 2011
(Date of Event Which Requires Filing of this Statement)
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
(Continued on following pages)
| CUSIP No. 5855T104 | 13D | Page 2 of 6 Pages |
| 1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Anthony J. Nicolosi |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ |
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS 00 |
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | SOLE VOTING POWER* 428,950 shares of the Company's common stock 75,000 shares of the Company's Series C Preferred Stock |
| 8 | SHARED VOTING POWER -0- |
| 9 | SOLE DISPOSITIVE POWER 428,950 shares of the Company's common stock 75,000 shares of the Company's Series C Preferred Stock |
| 10 | SHARED DISPOSITIVE POWER -0- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 428,950 shares of the Company's common stock 75,000 shares of the Company's Series C Preferred Stock |
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24.13 of the voting power* |
| 14 | TYPE OF REPORTING PERSON IN |
*Holders of the Company's common stock, Series A Preferred Stock and Series C Preferred Stock vote together as a single class on all matters, except the election of directors. Each share of common stock and Series A Preferred Stock has 1 vote per share and each share of Series C Preferred Stock has 100 votes per share. The holders of a majority of the shares of the Company's Series C Preferred Stock have the right to appoint a majority of the directors serving on the Company's Board. The Series C Preferred Stock does not have any dividend or liquidation preferences. The Series C Preferred Stock is not convertible into shares of the Company's common stock.
| CUSIP No. 5855T104 | 13D | Page 3 of 6 Pages |
This Schedule 13D filing relates to shares of common stock, par value $0.001 per share ("common stock") of Medical Connections Holdings, Inc., a Florida corporation (the "Company") having its principal executive offices at 4800 T. Rex Avenue, Suite 310, Boca Raton, Florida 33431. This Amendment No. 3 amends the filing on Schedule 13D, originally filed by Anthony J. Nicolosi with the Securities and Exchange ("SEC") on January 12, 2006, Amendment No. 1 to the Schedule 13D filed on November 19, 2009 and Amendment No. 2 to the Schedule 13D filed on August 5, 2010 by furnishing the information set forth below. Unless set forth below, all previous Items are unchanged. Capitalized terms used herein which are defined herein have the meanings given to them in the Schedule 13D previously filed with the SEC.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is being filed by Anthony J. Nicolosi (the "Reporting Person") , who serves as the President and as a director of the Medical Connections Holdings, Inc. (the "Company") The business address for the Reporting Person is c/o Medical Connections Holdings, Inc., 4800 T. Rex Avenue, Suite 310, Boca Raton, Florida 33431. The Reporting Person is a U.S. citizen. Except as disclosed below during the last ten years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 of any such laws.
In December 2010, the Company and Mr. Nicolosi were served with a Cease and Desist Order (the "Order"), with a Notice of Right To Hearing, from the Alabama Securities Commission styled "In the Matter of Medical Connections Holdings, Inc., Anthony Nicolosi," (Adm. Order No. CD-2010-0062). The Order requires the cessation of offering or selling securities into, within or from the State of Alabama during the pendency of the Order. The Cease and Desist Order alleges that Mr. Nicolosi omitted material facts in the sale of a security to single Alabama investor and violated the agent registration requirements in Alabama. The Company made a rescission offer to the Alabama investor which included information that the Alabama Securities Commission alleged should have been disclosed to the investor relating to the name change of Mr. Nicolosi and his regulatory history concerning a disciplinary proceeding instituted by FINRA and settled by means of an Acceptance Waiver and Consent. The Alabama investor rejected the rescission offer. The Company had an informal meeting with the Alabama Securities Commission in March 2011 in the process of attempting to resolve the matter. There has been no adjudication as to the truth of the allegations upon which the Order was based.
In May 2005, the Pennsylvania Securities Commission issued a cease and desist order against Anthony Nicolosi and Medical Connections for violating certain provisions of the Pennsylvania Securities Act in connection with the sale of its common stock. On September 27, 2005, Anthony Nicolosi and Medical Connections (collectively, the Respondents") entered into a settlement agreement with the Pennsylvania Securities Commission, Docket No. 2005-05-16, without admitting or denying the facts, in which the cease and desist order was prospectively rescinded as to the Respondents, the Respondents were subject to a 3 month bar from contacting investors in Pennsylvania and were assessed $10,000 in legal and administrative costs.
In June 2001, Mr. Anthony J. Nicolosi, formerly known as Anthony J. Peluso, voluntarily entered into a Letter of Acceptance, Waiver and Consent with the Financial Industry Regulatory Authority, formerly known as the National Association of Securities Dealers ("FINRA"), No. C07010043-AWC, in which he agreed to be barred from association with any FINRA member in any capacity. Without admitting or denying the allegations or findings and solely for the purpose of the proceeding with FINRA, Mr. Nicolosi consented to the entry of findings that he violated Section 2110 of the FINRA Rules by using improper sales tactics in connection with the sale of securities in 1999. With respect to his name change, the name on Mr. Nicolosi's original birth certificate was Anthony Joseph Nicolosi. When he was three, his parents divorced and his mother subsequently remarried and changed his name to Anthony Joseph Peluso, taking the last name of her new husband, in 1983 in the New York courts. When his twin-sons were born in 2003, Mr. Nicolosi legally changed his name back to Anthony Joseph Nicolosi, Jr., in the Florida state courts.
| CUSIP No. 5855T104 | 13D | Page 4 of 6 Pages |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective as of June 30, 2011, the Company issued an aggregate of 30,000 shares of the Company's Series C Preferred Stock to Mr. Nicolosi for exceptional services rendered in fiscal 2011 and to ensure continuity of management at the Company during its new growth initiatives. Each share of Series C Preferred Stock has 100 votes per share and will vote together with holders of the Company's common stock and Series A Preferred Stock as a single class on all matters presented to the Company's shareholders at an annual or special meeting (or pursuant to written consent), except with respect to the matters relating to the election of directors. The holders of a majority of shares of the Company's Series C Preferred Stock will have the right to appoint a majority of the directors serving on the Company's Board. The Series C Preferred Stock does not have any dividend or liquidation preferences.
In addition, on June 30, 2011, Mr. Nicolosi and the Company agreed that, in an effort to simplify the Company's capital structure, the Company would cancel 50,000 shares of the Company's Series B Preferred Stock held by Mr. Nicolosi in exchange for 5,000 shares of the Company's Series C Preferred Stock issued to Mr. Nicolosi.
ITEM 4. PURPOSE OF THE TRANSACTION
Effective as of June 20, 2011, the Company declared a 1-for-10 reverse stock split.
Mr. Nicolosi acquired 5,000 shares of the Company's Series C Preferred Stock in a recapitalization transaction and 30,000 shares of the Company's Series C Preferred Stock as a bonus payment., as described in Item 3. This Statement relates to Mr. Nicolosi's beneficial ownership of 428,950 shares of the Company's common stock, and 75,000 shares of Series C Preferred Stock. As of June 30, 2011, these shares constitute 24.13% of the Company's voting securities; however, the Series C Preferred Shares are not convertible into shares of the Company's common stock. Beneficial ownership of these shares is part of Mr. Nicolosi's overall investment and financial planning strategy.
Except for considering potential acquisition opportunities for the Company, Mr. Nicolosi does not have any present plans or proposals that relate to or would result in the occurrence of any of the events specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. Mr. Nicolosi reserves the right to formulate plans or make proposals, and take such actions with respect to his investment in the Company, including any action that relates to or would result in the occurrence of any or all of the events specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D, and any other actions, as he may determine. Mr. Nicolosi intends to review continually his investment in the Company, depending upon future evaluations of the business prospects of the Company and upon other developments, including but not limited to, general economic and business conditions and stock market conditions. Mr. Nicolosi may determine to increase or decrease their equity position in the Company by acquiring additional shares or disposing of some of the shares he may hold.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
| (a) Amount beneficially owned | Common | Series C |
| Anthony Nicolosi | 428,950 | 400,000 |
| | | |
| (b) Percent of Class | Common | Series C |
| Anthony Nicolosi | 3.78% | 34.89% |
| | | |
| (c) Number of shares as to which such person has: | | |
| | | |
| (i) sole power to vote or direct the vote* | | |
| | Common* | Series C* |
| Anthony Nicolosi | 428,950 | 75,000 |
*Holders of the Company's common stock, Series A Preferred Stock and Series C Preferred Stock vote together as a single class on all matters, except the election of directors. Each share of common stock and Series A Preferred Stock has 1 vote per share and each share of Series C Preferred Stock has 100 votes per share. The holders of a majority of the shares of the Company's Series C Preferred Stock have the right to appoint a majority of the directors serving on the Company's Board. The Series C Preferred Stock does not have any dividend or liquidation preferences. The Series C Preferred Stock is not convertible into shares of the Company's common stock.
| CUSIP No. 5855T104 | 13D | Page 5 of 6 Pages |
| (ii) Shared power to vote or direct the vote | | |
| | Common | Class C |
| Anthony Nicolosi | 0 | 0 |
| | | |
| (iii) Sole power to dispose or to direct the disposition of: | | |
| | Common | Class C |
| Anthony Nicolosi | 428,950 | 75,000 |
| | | |
| (iv) Shared power to vote or direct the vote | | |
| | Common | Class C |
| Anthony Nicolosi | 0 | 0 |
| (d) | Except as described herein, Mr. Nicolosi has not effected any transactions in the Company's common stock in the past 60 days. |
| (e) | All persons known to have the right to receive or the power to direct the dividends from, or the proceeds from the sale of, the securities described in this Item 5 are described in this Statement. |
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
| CUSIP No. 5855T104 | 13D | Page 6 of 6 Pages |
SIGNATURES
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: July 8, 2011 | By: | /s/ ANTHONY J. NICOLOSI | |
| | | Anthony J. Nicolosi | |
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement; provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (See 18 U.S.C. 1001).
