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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
ENDAVO MEDIA AND COMMUNICATIONS, INC.
(FORMERLY CERISTAR, INC.)
COMMON STOCK
292576105
JULY 1, 2005
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
þ Rule 13d-1 (c)
o Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting persons 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 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
13G | ||||||
CUSIP No. 292576105 | ||||||
1. | Name of Reporting Person: NITE CAPITAL LP |
I.R.S. Identification Nos. of above persons (entities only): |
||||
2. | Check the Appropriate Box if a Member of a Group: | |||||
(a) | o | |||||
(b) | o | |||||
3. | SEC Use Only: | |||||
4. | Citizenship or Place of Organization: Delaware |
|||||
Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
5. | Sole Voting Power: 1,177,127 | |||||
6. | Shared Voting Power: 0 | |||||
7. | Sole Dispositive
Power: 1,177,127 | |||||
8. | Shared Dispositive
Power: 0 | |||||
9. | Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,177,127 |
|||||
10. | Check if the Aggregate Amount in Row (9)
Excludes Certain Shares: o |
|||||
11. | Percent of Class Represented by Amount in Row
(9): 5.9% | |||||
12. | Type of Reporting Person: PN | |||||
(A) | NAME OF ISSUER Endavo Media and Communications, Inc. (formerly Ceristar, Inc.) (the Issuer). |
(B) | ADDRESS OF ISSUERS PRINCIPAL EXECUTIVE OFFICE 50 West Broadway, Suite 1100, Salt Lake City, Utah 84119 |
(A) | NAME OF PERSONS FILING Nite Capital LP |
(B) | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR IF NONE, RESIDENCE 100 East Cook Avenue, Suite 201, Libertyville, Illinois 60048 |
(C) | CITIZENSHIP Nite Capital LP is a Delaware limited partnership |
(D) | TITLE OF CLASS OF SECURITIES Common stock, par value $.001 (the Common Stock). |
(E) | CUSIP NUMBER 292576105 |
(a)
|
___ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
(b)
|
___ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
(c)
|
___ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
(d)
|
___ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
(e)
|
___ | An investment adviser in accordance with 240.13d- 1(b)(1)(ii)(E). | ||
(f)
|
___ | An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F). | ||
(g)
|
___ | A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G) | ||
(h)
|
___ | A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
(i)
|
___ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
(j)
|
___ | Group, in accordance with section 240.13d-1(b)(1)(ii)(J). |
(a) | Amount beneficially owned: Nite Capital LP beneficially owns 1,177,127 shares of Common Stock.(1)(2) |
||
(b) | Percent of class: 5.9% of Common Stock. The foregoing is based on 19,849,217 shares outstanding on July 12, 2005 as supplied by the Issuer |
||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: 1,177,127 | ||
(ii) | Shared power to vote or to direct the vote: 0 | ||
(iii) | Sole power to dispose or to direct the disposition of: 1,177,127 | ||
(iv) | Shared power to dispose or to direct the disposition of: 0 |
(1) The general partner of Nite Capital LP is Nite Capital LLC, a Delaware limited liability company. Nite Capital LLC, in such capacity, has voting and investment control with respect to the shares of Common Stock beneficially owned by Nite Capital LP. | ||
(2) Nite Capital LP is the beneficial owner of 1,177,127 shares (the Shares) of the Issuers Common Stock. In addition to the Shares, Nite Capital LP owns an 8% Secured Convertible Note due February 22, 2007 of the Issuer (the Note), and the Issuer has granted to Nite Capital LP two Additional Investment Rights, each of which entitles Nite Capital LP to purchase an additional convertible note substantially identical to the Note and a warrant to purchase additional shares of Common Stock. However, the Note and the convertible notes and warrants issuable upon exercise of the Additional Investment Rights limit the number of shares of Common Stock issuable to Nite Capital LP upon conversion or exercise thereof to 4.99% of the outstanding shares of Common Stock unless Nite Capital LP delivers to the Issuer 61 days prior written notice of its waiver of this ownership limit, in which case the ownership limit can be increased to 9.99% of the outstanding shares of Common Stock. As disclosed elsewhere herein, Nite Capital LP beneficially owns approximately 5.9% of the outstanding Common Stock; accordingly, unless and until the ownership limit is waived by Nite Capital LP, it is not deemed to beneficially own the shares of Common Stock issuable upon conversion of the Note or the additional convertible notes or exercise of the additional warrants. |
NITE CAPITAL LP | ||||
By: | Nite Capital LLC | |||
By: | Keith Goodman | |||
Name: | Keith Goodman | |||
Title: | Managing Member |