UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
METASOURCE GROUP, INC.
----------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
59139R-10-0
------------
(CUSIP Number)
November 15, 2002
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
SCHEDULE 13G
CUSIP No. 59139R-10-0 Page 2 of 10 Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Mercator Momentum Fund, L.P. (the "Fund") EIN:03-0021366
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) |X|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,979,973
WITH -------------------------------------------------------------
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON -------------------------------------------------------------
WITH
8 SHARED DISPOSITIVE POWER
1,979,973
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,979,973
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
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12 TYPE OF REPORTING PERSON
PN
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SCHEDULE 13G
CUSIP No. 59139R-10-0 Page 3 of 10 Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
Mercator Advisory Group, LLC ("MAG") EIN: 300021359
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
California
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,979,973, all of which are directly held by the
Fund. MAG is the general partner of Fund.
WITH -------------------------------------------------------------
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON -------------------------------------------------------------
WITH
8 SHARED DISPOSITIVE POWER
1,979,973, all of which are directly held by the
Fund. MAG is the general partner of Fund.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,979,973
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13G
CUSIP No. 59139R-10-0 Page 4 of 10 Pages
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
1
David F. Firestone
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
--------------------------------------------------------------------------------
5 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY
EACH 6 SHARED VOTING POWER
REPORTING
PERSON 1,979,973, all of which are directly held by the
Fund. David F. Firestone is Managing Member of MAG.
WITH -------------------------------------------------------------
BENEFICIALLY
OWNED BY 7 SOLE DISPOSITIVE POWER
EACH
REPORTING 0
PERSON -------------------------------------------------------------
WITH
8 SHARED DISPOSITIVE POWER
1,979,973, all of which are directly held by the
Fund. David F. Firestone is Managing Member of MAG.
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,979,973
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES |_|
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
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Item 1. Issuer.
(a) The name of the issuer is MetaSource Group, Inc. (the "Issuer").
(b) The address of the Issuer's principal executive office is 40 Exchange
Place, Suite 1607, New York, NY 10005.
Item 2. Reporting Person and Security.
(a) The Reporting Person is Mercator Momentum Fund, L.P, a California
limited partnership. The general partner of Mercator Momentum Fund, L.P. is
Mercator Advisory Group, LLC, a California limited liability company. David F.
Firestone is Managing Member of Mercator Advisory Group, LLC.
(b) The business address of Mercator Momentum Fund, L.P., Mercator Advisory
Group, LLC, and David F, Firestone is 555 S. Flower Street, Suite 4500, Los
Angeles, CA 90071.
(c) Mercator Momentum Fund, L.P. is a California limited partnership.
Mercator Advisory Group, LLC, its general partner, is a California limited
liability company.
(d) The title of the class of securities to which this statement relates is
the common stock, of the Issuer (the "Common Stock").
(e) The CUSIP number is 59139R-10-0.
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(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 Section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with
Section 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with
Section 240.13d-1(b)(1)(ii)(G);
Page 5 of 10 Pages
(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).
Not Applicable.
Item 4. Ownership.
Pursuant to a 10% Secured Convertible Debenture dated November 15, 2002
(the "Debenture") in the amount of $550,000 issued by the Issuer to Mercator
Momentum Fund, L.P. (the "Fund") the Fund may acquire shares of the Issuer's
common stock upon conversion of the Debenture. The conversion ratio of the
Debenture is not fixed, but adjusts depending on the market price of the
Issuer's common stock at the time; however, pursuant to the terms of the
Debenture, the number of shares of the Issuer's common stock issuable upon
conversion is limited so that ownership of the Debenture cannot cause a holder
of the Debenture to become the beneficial owner of more than 9.99% or 1,979,973
shares of the Issuer's common stock. Mercator Advisory Group, LLC ("MAC") is the
general partner of the Fund and David Firestone, as the Managing Member of MAC,
has voting and investment control over these shares.
Item 5. Ownership of Five Percent or Less of a Class.
If this Schedule is being filed to report the fact that as of the date
hereof the Reporting Person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [__]
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable.
Page 6 of 10 Pages
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company or Control
Person.
If a parent holding company or control person has filed this Schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
Schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this Schedule pursuant to Rule 13d-1(b)(1)(ii)(J),
so indicate under item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this Schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the
identity of each member of the group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Not Applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 7 of 10 Pages
SIGNATURE
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: March 4, 2003 MERCATOR MOMENTUM FUND, L.P.
By: MERCATOR ADVISORY GROUP, LLC,
its general partner
By: /s/ David F. Firestone
____________________________________
David F. Firestone, Managing Member
Date: March 4, 2003 MERCATOR ADVISORY GROUP, LLC
By: /s/ David F. Firestone
_____________________________________
David F. Firestone, Managing Member
Date: March 4, 2003 /s/ David F. Firestone
_________________________________________
David F. Firestone
Page 8 of 10 Pages
EXHIBIT INDEX
Exhibit A Agreement of Joint Filing
Page 9 of 10 Pages
EXHIBIT A
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AGREEMENT OF JOINT FILING
The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1
of the Securities Exchange Act of 1934 the Schedule 13G, dated March 4, 2003,
containing the information required by Schedule 13G, for the shares of Common
Stock issuable upon the conversion of that certain 10% Secured Convertible
Debenture dated November 15, 2002 in the amount of $550,000 held by Mercator
Momentum Fund, L.P., a California limited partnership and with respect to
Mercator Advisory Group, LLC, a California limited liability corporation, the
general partner, and such other holdings as may be reported therein.
Dated: March 4, 2003
MERCATOR MOMENTUM FUND, L.P.
By: MERCATOR ADVISORY GROUP, LLC, its general partner
By: /s/ David F. Firestone
____________________________________
David F. Firestone, Managing Member
MERCATOR ADVISORY GROUP, LLC
By: /s/ David F. Firestone
_____________________________________
David F. Firestone, Managing Member
Page 10 of 10 Pages