Download NETWORK HOLDINGS INTERNATIONAL INC (Form: 3/A, Received: 04/21

UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 3
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OMB Number: 3235-0104
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INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF
SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or
Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person 2. Date of Event Requiring 3. Issuer Name and Ticker or Trading Symbol
*
Statement
(MM/DD/YYYY)
NETWORK HOLDINGS INTERNATIONAL INC [VFTR]
4/21/2009
James JayCee
(Last)
(First)
(Middle)
9298 SVL BOX
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ Officer (give title below)
/ Majority Holder
5. If Amendment, Date
Original Filed
(Street)
___ X ___ 10% Owner
___ X ___ Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
(MM/DD/YYYY)
VICTORVILLE, CA 92395
4/21/2009
(City)
(State)
1.Title of Security
(Instr. 4)
Preferred
Common
(1) (2)
(1) (2)
_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
2. Amount of Securities
3. Ownership 4. Nature of Indirect Beneficial
Beneficially Owned
Form: Direct Ownership
(Instr. 4)
(D) or
(Instr. 5)
Indirect (I)
(Instr. 5)
5000000
D
10000000
D
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and
3. Title and Amount of 4. Conversion 5. Ownership 6. Nature of Indirect
(Instr. 4)
Expiration Date
Securities Underlying or Exercise
Form of
Beneficial Ownership
(MM/DD/YYYY)
Derivative Security
Price of
Derivative
(Instr. 5)
(Instr. 4)
Derivative
Security:
Security
Direct (D) or
Indirect (I)
(Instr. 5)
Date
Expiration
Title
Amount or
Exercisable
Date
Number of
Shares
Explanation of Responses:
Establishment of the Visual Frontier, Inc., discriminatory share price, the reporting owner has determined to issue as previously filed
(1)
in the SEC Form 3, 5,000,000 shares preferred stock upon the completion of Visual Frontier, Inc., (VFTR) corporate restructuring
notwithstanding all like industry comparable share structures and share prices.
Establishment of the Visual Frontier, Inc., discriminatory share price, the reporting owner has determined to issue as previously filed
(2)
in the SEC Form 3, 10,000,000 shares common stock upon the completion of Visual Frontier, Inc., (VFTR) corporate restructuring
notwithstanding all like industry comparable share structures and share prices.
Remarks:
Establishment of the discriminatory share price, the reporting owner has determined to issue as previously filed in the SEC Form 3, 10,000,000
shares common stock upon the completion of Visual Frontier, Inc., (VFTR) corporate restructuring notwithstanding all like industry
comparable share structures and share prices.
Reporting Owners
Reporting Owner Name / Address
Director
James JayCee
9298 SVL BOX
VICTORVILLE, CA 92395
Signatures
JayCee James
**
Signature of Reporting Person
Relationships
10% Owner Officer Other
X
Majority Holder
4/21/2009
Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
If the form is filed by more than one reporting person, see Instruction 5(b)(v).
*
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
**
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