UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Surge Components, Inc. |
| (Name of Issuer) |
|
Common Stock |
| (Title of Class of Securities) |
|
868908104 |
| (CUSIP Number) |
| September 26, 2018 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 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 (“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. 868908104 13G Page 2 of 9 | |
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1. Names of Reporting Persons: Zeff Capital, LP
| |
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2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |
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3. SEC Use Only
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4. Citizenship or Place of Organization: Delaware
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power: 0 |
| 6. Shared Voting Power: 271,429 | |
| 7. Sole Dispositive Power: 0 | |
| 8. Shared Dispositive Power: 271,429 | |
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 271,429
| |
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: ☐
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11. Percent of Class Represented by Amount in Row (9): 5.2%[1]
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| 12. Type of Reporting Person: PN | |
* Percentage calculated based on 5,224,431 shares of Common Stock, par value $0.001 per share, outstanding as of July 13, 2018 as reported in the Form 10-Q for the fiscal quarter ended May 31, 2018 of Surge Components, Inc.
| CUSIP No. 868908104 13G Page 3 of 9 | |
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1. Names of Reporting Persons: Zeff Holding Company, LLC
| |
|
2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |
|
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: 0 |
| 6. Shared Voting Power: 271,429 | |
| 7. Sole Dispositive Power: 0 | |
| 8. Shared Dispositive Power: 271,429 | |
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 271,429
| |
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: ☐
| |
|
11. Percent of Class Represented by Amount in Row (9): 5.2%[2]
| |
| 12. Type of Reporting Person: OO | |
* Percentage calculated based on 5,224,431 shares of Common Stock, par value $0.001 per share, outstanding as of July 13, 2018 as reported in the Form 10-Q for the fiscal quarter ended May 31, 2018 of Surge Components, Inc.
| CUSIP No. 868908104 13G Page 4 of 9 | |
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1. Names of Reporting Persons: Daniel Zeff
| |
|
2. Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐ | |
|
3. SEC Use Only
| |
|
4. Citizenship or Place of Organization: United States of America
| |
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. Sole Voting Power: 0 |
| 6. Shared Voting Power: 271,429 | |
| 7. Sole Dispositive Power: 0 | |
| 8. Shared Dispositive Power: 271,429 | |
|
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 271,429
| |
|
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares: ☐
| |
|
11. Percent of Class Represented by Amount in Row (9): 5.2%[3]
| |
| 12. Type of Reporting Person: IN | |
* Percentage calculated based on 5,224,431 shares of Common Stock, par value $0.001 per share, outstanding as of July 13, 2018 as reported in the Form 10-Q for the fiscal quarter ended May 31, 2018 of Surge Components, Inc.
Item 1.
| (a) | Name of Issuer: |
Surge Components, Inc.
| (b) | Address of Issuer’s Principal Executive Offices: |
95 East Jefryn Blvd., Deer Park, New York 11729
| Item 2. |
| (a) | Name of Person Filing: |
Zeff Capital, LP
Zeff Holding Company, LLC
Daniel Zeff
Zeff Capital, LP, Zeff Holding Company, LLC and Daniel Zeff (the “Reporting Persons”) have entered into a joint filing agreement, a copy of which is attached as Exhibit 1.
| (b) | Address of Principal Business Office or, if None, Residence: |
The address of the principal place of business and principal office of each of the Reporting Persons is:
885 Sixth Ave, New York, NY 10001
| (c) | Citizenship: |
Zeff Capital, LP and Zeff Holding Company, LLC are organized under the laws of the State of Delaware. Daniel Zeff is a United States citizen.
| (d) | Title of Class of Securities: |
Common Stock, par value $0.001
| (e) | CUSIP Number: |
868908104
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. |
(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.C80a–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 associations 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) ☐ A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k) ☐ Group, in accordance with §240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
| Item 4. | Ownership |
Zeff Capital, LP
| (a) | Amount beneficially owned: 271,429 |
| (b) | Percent of class: 5.2% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 271,429 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of : 271,429 |
Zeff Holding Company, LLC
| (a) | Amount beneficially owned: 271,429 |
| (b) | Percent of class: 5.2% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 271,429 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of: 271,429 |
Daniel Zeff
| (a) | Amount beneficially owned: 271,429 |
| (b) | Percent of class: 5.2% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 0 |
| (ii) | Shared power to vote or to direct the vote: 271,429 |
| (iii) | Sole power to dispose or to direct the disposition of: 0 |
| (iv) | Shared power to dispose or to direct the disposition of : 271,429 |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement 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 5 percent of the class of securities, check the following ☐.
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
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, other than activities solely in connection with a nomination under § 240.14a-11.
| 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: September 28, 2018
ZEFF CAPITAL, L.P.
By: Zeff Holding Company, LLC, as
general partner
By: /s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
ZEFF HOLDING COMPANY, LLC
By: /s/ Daniel Zeff
Name: Daniel Zeff
Title: Manager
/s/ Daniel Zeff
Daniel Zeff
EXHIBIT INDEX
| Exhibit 1 | Joint Filing Agreement (incorporated by reference to Exhibit 1 to the Amendment No. 1 to Schedule 13D filed by Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff on August 23, 2018). |