- Statement of Beneficial Ownership (SC 13D)
15 April 2010 - 5:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. __)
SENTISEARCH, INC.
|
(Name
of Issuer)
|
COMMON STOCK
|
(Title
of Class of Securities)
|
817305 10
5
(CUSIP
Number)
Robert J.
Mittman, Esq.
Blank
Rome LLP
405
Lexington Avenue
New York,
New York 10174
(212)
885-5555
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
|
June 24, 2008
|
|
|
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for other
parties to whom copies are to be sent.
1
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 in 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 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).
SCHEDULE
13D
CUSIP
NO.
817305 10
5
|
|
Page
2 of 6 Pages
|
1
|
NAMES
OF REPORTING PERSONS
The Joseph A. Pagano, Jr. 2007
Trust
|
2
|
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP*
(a)
o
(b)
o
|
3
|
SEC
USE ONLY
|
4
|
SOURCE
OF FUNDS
PF
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
UNITED STATES
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
1,651,972
|
8
|
SHARED
VOTING POWER
0
|
|
9
|
SOLE
DISPOSITIVE POWER
1,651,972
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,651,972
|
12
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
o
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
(based on 16,821,787 Shares of Common Stock issued and outstanding as of
April 12, 2010 as provided by the Company)
|
14
|
TYPE
OF REPORTING PERSON*
OO
|
Item
1.
|
Security
and Issuer.
|
This statement relates to the common
stock, par value $.0001 per share (“Common Stock”) issued by Sentisearch, Inc.,
a Delaware corporation (the “Company”), whose principal executive offices are
located at 1217 South Flagler Drive, 3rd Floor, West Palm Beach, FL
33401.
Item
2.
|
Identity
and Background.
|
This statement is filed by The Joseph
A. Pagano, Jr. 2007 Trust, a stockholder of more than five percent (5%) of the
Company’s outstanding Common Stock (the “Reporting Person”). The
address of the Reporting Person is 1217 South Flagler Drive, 3rd Floor, West
Palm Beach, FL 33401. The trust is a New York trust.
The Reporting Person has not, during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) been 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 with
respect to such laws.
Item
3.
|
Source
and Amount of Funds or other
Consideration.
|
The Reporting Person received 600,000
shares of the Common Stock on November 27, 2007 from Joseph K.
Pagano.
On June 24, 2008, the Reporting
Person participated in a financing by the Company in which
it purchased 528,157 shares of Common Stock at $0.19 per share for a
total purchase price of approximately $100,350. The
Reporting Person paid the purchase price for such shares in a
combination of cash and cancellation of indebtedness.
The Reporting Person received a gift
of 523,815 shares of Common Stock on April 9, 2010.
Item
4.
|
Purpose
of Transaction.
|
The
purpose of the acquisition of shares of Common Stock by the Reporting Persons is
for investment. Depending upon market conditions and other factors that the
Reporting Person may deem material to its investment decision, the Reporting
Person may make purchases of Common Stock from time to time and may dispose of
any or all of the shares of Common Stock held by it at any time. Except as set
forth in Item 4, the Reporting Person has no plans or proposals which relate to,
or could result in any of the matters referred to in paragraphs (a) through (j)
of Item 4 of Schedule 13D. The Reporting Person may from time to time review or
reconsider its position with respect to the Company or to formulate plans or
proposals with respect to any matter referred to in paragraphs (a) through (j)
of Item 4 of this Schedule 13D, but has no present intention of doing
so.
Item
5.
|
Interest
in Securities of the Issuer.
|
(a) -
(b)
Beneficial ownership is calculated
based upon 16,821,787 shares of the Company’s Common Stock outstanding on April
12, 2010 as provided by the Company.
As of the
date of this filing, the Reporting Person beneficially owned
1,651,972
shares of the Company’s Common Stock, representing 9.8% (calculated in
accordance with the instructions to Schedule 13D) of the issued and outstanding
shares of the Company’s Common Stock.
(c) Please
see response to Item 3 above for a list of transactions relating to the Common
Stock involving the Reporting Person.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
|
Other than as set forth above, there
are no contracts, arrangements, understandings or relationships with the
Reporting Persons or any other person with respect to the securities of the
Company, including but not limited to transfer or voting of any other
securities, finders’ fees, joint
ventures,
loan or option arrangements, puts or calls, guaranties of profits, divisions of
profits or loss or the giving or withholding of proxies.
Item
7.
|
Materials
to be filed as Exhibits.
|
None.
SIGNATURE
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:
April 15, 2010
|
/s/ Samuel A. Rozzi
|
|
The
Joseph A. Pagano, Jr. 2007 Trust,
|
|
Samuel
A. Rozzi, Trustee
|
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