UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
NIGHTHAWK SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
65410x-104
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(CUSIP Number)
Tomas Revesz; Infrastructura Espacial S.A. de C.V.; Best Intel Inc.; and
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Star Marketing Service, Inc.
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Tomas Revesz, 1306 Shasta, McAllen, Texas 78504, (956) 668-8212
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 30, 2004
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(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 ss.ss.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 ss.240.13d-7 for other
parties to whom copies are to be sent.
* 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).
CUSIP No. 65410x-104
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Tomas, Revesz, Infrastructura, S.A. de C.V., Best Intel, Inc.,
and Star Marketing Service, Inc.
(a). Best Intel, Inc. Tax Id. No.: 74-3016137
(b). Star Marketing Service, Inc. Tax Id. No.:74-2608916
(c). Infrastructura Espacial, S.A. de C.V. Not Applicable
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF/AF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization:
(a). Tomas Revesz - United States Citizen (Dual)
(b). Best Intel, Inc. - U.S. (Texas Corporation)
(c). Star Marketing Service, Inc. - U.S. (Texas Corporation)
(d). Infrastructura Espacial, S.A. de C.V. - Mexico (Mexican
Corporation)
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NUMBER OF SHARES 7 SOLE VOTING POWER 4,001,894
BENEFICIALLY OWNED -----------------------------------------------------------
BY EACH REPORTING 8 SHARED VOTING POWER -0-
PERSON WITH -----------------------------------------------------------
9 SOLE DISPOSITIVE POWER 4,001,894
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10 SHARED DISPOSITIVE POWER -0-
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
(a). Tomas Revesz - 2,938,143 (73.4%) Sole power to vote and
dispose.
(b). Best Intel, Inc. - 9,810 (.2%) Sole power to vote and
dispose.
(c). Star Marketing Service, Inc. - 4,905 (.1%) Sole power
to vote and dispose.
(d). Infrastructura Espacial, S.A. de C.V. - 1,049,036
(26.2%) Sole power to vote and dispose.
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[_]
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13. Percent of Class Represented by Amount in Row (11)
11.69%
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14. Type of Reporting Person (See Instructions):
(a). Tomas Revesz - IN
(b). Best Intel, Inc. - CO
(c). Star Marketing Service, Inc. - CO
(d). Infrastructura Espacial, S.A. de C.V. - CO
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1. Security and Issuer.
Common Stock of Nighthawk Systems, Inc.
10715 Gulfdale, Suite 200
San Antonio, TX 78216
2. Identity and Background.
a. Name: Tomas Revesz
b. Address: 1306 Shasta, McAllen, Texas 78504
Best Intel, Inc.
1306 Shasta
McAllen, Texas 78504
Star Marketing Service, Inc.
1306 Shasta
McAllen, Texas 78504
Infrastructura Espacial S.A. de C.V.
Presidente Masearik No. 61
Second Floor
Mexico City, Federal District, Mexico 11260
c. Tomas Revesz is the President of Best Intel, Inc., Star
Marketing Service, Inc. and Infrastructura Espacial S.A. de
C.V., each at the addresses identified above.
d. No convictions.
e. Not subject to any judicial or administrative judgments with
respect to any federal or state securities laws.
f. United States(Dual).
3. Source and Amount of Funds or Other Consideration.
Mr. Revesz directly beneficially own a total of 81,000 shares of common
stock. These shares are what is left of a direct $100,000.00 investment into
Nighthawk Systems, Inc. He also has a right to acquire shares pursuant to a
purchase warrant that he acquired as part of the $100,000 investment. The
precise number of shares available for exercise is not known at this time
because it will depend on the price of the stock for the ten day period prior to
exercise. The formula calls for the exercise price to be 50% of the average
closing price for the ten trading days prior to the exercise. Using a recent ten
day average of $0.14, the number of shares that could be acquired through
exercise of the warrants would be 2,857,143. This warrant expires on March 31,
2005.
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Mr. Revesz Mexican Company Infrastructura Espacial, S.A. de C.V.
directly beneficially owns 5,000 shares which were purchased on the open market.
Infrastructura Espacial, S.A. de C.V. also directly beneficially owns an
additional 250,000 shares as a result of a conversion of $50,000 in debt owed to
it by Nighthawk Systems, Inc. Infrastructura Espacial, S.A. de C.V. also
directly beneficially owns 25,000 shares originally acquired directly from
Nighthawk Systems, Inc. as a use of funds fee. This company also directly
beneficially owns 19,036 shares that were earned as interest due on a promissory
note entered into with Nighthawk Systems. Infrastructura Espacial, S.A. de C.V.
has also entered into a convertible note with Nighthawk Systems, Inc. for
$150,000 which is set to convert at a price of $.20 per share, for a total of
750,000 shares. This conversion has not yet been exercised.
Mr. Revesz Texas company Best Intel, Inc. directly beneficially owns
9,810 shares which were earned as interest due on a promissory note entered into
with Nighthawk Systems.
Mr. Revesz other Texas company Star Marketing, Inc. directly
beneficially owns 4,905 shares which were earned as interest due on a promissory
note entered into with Nighthawk Systems.
In summary, Mr. Revesz directly beneficially own 81,000 shares and he
has the right to purchase a warrant for 2,857,143 shares which expires on March
31, 2005. His company Infrastructura Espacial, S.A. de C.V. directly
beneficially owns 304,036 shares, and has the right to exercise a convertible
note for a total of 750,000 shares. His company Best Intel, Inc. directly
beneficially owns 9,810 shares, and his other company Star Marketing, Inc.
directly beneficially owns 4,905 shares. Thus, the total number of shares for
which he and related parties (my companies) beneficially own is 4,001,894.
4. Purpose of Transaction.
The purpose of the transaction regarding the 81,000 shares Mr. Revesz
directly beneficially own was his direct investment of $100,000.00 into
Nighthawk Systems.
The purpose of the transaction regarding the 2,857,143 shares Mr.
Revesz has the right to purchase through the exercise of a warrant was in
consideration of a loan made to Nighthawk Systems, Inc.
The purpose of the transaction regarding the 5,000 shares directly
beneficially owned by Mr. Revesz Mexican company Infrastructura Espacial S.A. de
C.V. was to acquire these shares for investment purposes.
The purpose of the transaction regarding the right to convert
$150,000.00 of debt, at $.20 share, owed to Infrastructura Espacial S.A. de C.V.
by Nighthawk Systems, was for Nighthawk Systems to provide Infrastructura
Espacial a further incentive to renew and extend a note of $210,000.00.
The purpose of the transaction regarding the conversion of $50,000.00
of debt into 250,000 shares of common stock at a rate of $.20 a share, was to
reduce the amount owed by Nighthawk Systems, Inc. to Infrastructura Espacial
S.A. de C.C. on the aforementioned $210,000.00 note by $50,000.00.
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The purpose of the transaction regarding the 25,000 shares directly
beneficially owned by Infrastructura Espacial S.A. de C.V. was to receive a use
of funds fee from Night Hawk Systems, Inc.
The purpose of the transaction regarding the 19,036 shares directly
beneficially owned by Infrastructura Espacial S.A. de C.V. was to earn interest
on the promissory note between Nighthawk Systems, Inc. and Infrastructura
Espacial S.A. de C.V.
The purpose of the transaction regarding the 9,810 shares directly
beneficially owned by Best Intel, Inc. was to earn interest on the promissory
note between Nighthawk Systems, Inc. and Best Intel, Inc.
The purpose of the transaction regarding the 4,905 shares directly
beneficially owned by Star Marketing, Inc. was to earn interest on the
promissory note between Nighthawk Systems, Inc. and Star Marketing, Inc.
5. Interest in Securities of the Issuer.
(a) 4,001,894 aggregate shares of common stock, or 11.7% of the
outstanding common stock of Nighthawk based on 30,597,408
outstanding shares as of September 30, 2004. This amount
includes 2,857,143 shares that may be purchased pursuant to a
warrant which expires on March 31, 2005, and 750,000 shares
that may be acquired through the exercise of $150,000.00 on a
convertible note.
Mr. Revesz directly and beneficially own 81,000 shares and he
has the right to an additional 2,857,143 shares, based on the
formula applied to recent prices, that may be purchased
pursuant to a warrant which expires on March 31, 2005.
Mr. Revesz Mexican company Infrastructura Espacial, S.A. de
C.V. directly owns 299,036 shares and has the right to an
additional 750,000 shares as a result of a convertible note
between Infrastructura and Nighthawk.
Mr. Revesz Texas company Best Intel Inc. directly and
beneficially owns 9,810 shares.
Mr. Revesz Texas company Star Marketing Inc. directly and
beneficially owns 4,905 shares.
(b) Tomas Revesz
Sole power to vote: 81,000 shares
Sole power to dispose: 81,000 shares.
There is no shared power to dispose or direct the
disposition.
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Infrastructura Espacial, S.A. de C.V.
Sole power to vote: 299,036 shares
Sole power to dispose: 299,036 shares.
There is no shared power to dispose or direct the
disposition.
Best Intel Inc.
Sole power to vote: 9,810 shares
Sole power to dispose: 9,810 shares.
There is no shared power to dispose or direct the
disposition.
Star Marketing Service Inc.
Sole power to vote: 4,905 shares
Sole power to dispose: 4,905 shares.
There is no shared power to dispose or direct the
disposition.
(c) Of the 299,036 shares of common stock that Infrastructura
Espacial S.A. de C.V. owns directly, it received 250,000
shares as the result of converting a portion of debt owed to
it by Nighthawk, at its election, into common stock in a
Conversion Agreement dated August 30, 2004. The shares were
converted at a price of $0.20 per share.
(d) None.
(e) None.
6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Mr. Revesz has purchased a warrant for $200,000 which if exercised
would result in the acquisition of 2,857,143 shares.
Mr. Revesz company Infrastructura Espacial S.A. de C.V. has the right
under a promissory note entered into with Nighthawk to convert
$150,000 in debt of this note, at $.20 a share. If Infrastructura
Espacial S.A. de C.V. converted this note, it would acquire 750,000
additional shares in Nighthawk.
7. Material to be Filed as Exhibits (1.)
(a) Original Promissory Note in the amount of $200,000 between Tomas
Revesz and Nighthawk, dated May 13, 2003
(b) Original Promissory Note in the amount of $50,000 between Tomas
Revesz and Nighthawk, dated May 13, 2003
(c) Original Promissory Note in the amount of $150,000 between Tomas
Revesz and Nighthawk, dated May 13, 2003
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(1)
Copies of the original exhibits may be obtained by contacting either
Randall A. Pulman or Freddie Longoria with Pulman, Bresnahan, & Pullen, LLP at
210-222-9494.
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(d) First Renewed Promissory Note between Infrastructura Espacial
S.A. and Nighthawk, dated April 14, 2004 on $200,000 debt.
(e) Second Renewed Promissory Note between Infrastructura Espacial
S.A. and Nighthawk, dated August 3, 2004
(f) First Renewed Promissory Note between Star Marketing Services
Inc. and Nighthawk, dated April 14, 2004 in the amount of
$50,000.
(g) Second Renewed Promissory Note between Star Marketing Services
Inc. and Nighthawk, dated August 3, 2004 in the amount of
$55,000.
(h) Warrant for $200,000 in the name of Tomas Revesz
(i) Security Agreement between Nighthawk and Infrastructura Espacial
S.A. de C.V. regarding $200,000 debt.
(j) Notice of Written Election to Convert a Portion of the Principal
Balance of Promissory Note dated August 5, 2004.
(k) Security Agreement between Star Marketing Service Inc. and
NightHawk securing $50,000 debt.
(l) First Renewal of $150,000 Promissory Note and assigning the note
to Best Intel, Inc.
(m) Second Renewal of $150,000 Note from Nighthawk to Best Intel,
Inc. dated August 3, 2004.
(n) Security Agreement between Best Intel Inc. and Nighthawk securing
$150,000 debt.
(o) Assignment of Note from Tomas Revesz to Best Intel Inc. in the
Amount of $150,000 dated April 14, 2004.
(p) Assignment of Note from Tomas Revesz to Star Marketing Services
Inc. in the Amount of $50,000 dated April 14, 2004.
(q) Assignment of Note from Tomas Revesz to Infrastructura Espacial
S.A. de C.V. in the Amount of $200,000 dated April 14, 2004.
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.
Date: January 5, 2005
Signature: /S/ Tomas Revesz
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Tomas Revesz, Individually,
And as President of
Infrastructura Espacial S.A. de
C.V., Star Marketing Services, Inc.,
and Best Intel Inc.
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