SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Alfacell Corporation
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
015404106
(CUSIP Number)
May 6, 2005
(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)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
Page 2 of 6
CUSIP NO. 015404106
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James O. McCash
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Mr. McCash is a citizen of the United States of American and a resident of
the State of Michigan.
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5. SOLE VOTING POWER
3,652,991(1)(2)(3) (includes 120,000 shares subject to
warrants).
-----------------------------------------------------------------
NUMBER OF 6. SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 7. SOLE DISPOSITIVE POWER
REPORTING
PERSON 3,652,991(1)(2)(3) (includes 120,000 shares subject to
WITH warrants).
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,652,991(1)(2)(3) (includes 120,000 shares subject to warrants).
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
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12. TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
----------
(1) 3,599,323 of these shares are held by the James O. McCash Trust, for which
this Reporting Person is the Trustee. The Reporting Person disclaims
beneficial ownership of these shares except to the extent of his pecuniary
interest therein, and the inclusion of these shares in this statements
shall not be deemed an admission of beneficial ownership of the reported
shares for any purpose.
(2) On November 12, 2004, a convertible note, held by the James O. McCash
Trust, with a principal amount of $100,000, came due and converted into
224,931 shares of common stock which were retained by the Trust and
224,931 shares subject to warrants which were gifted by the Trust to the
McCash Family Limited Partnership. Both the 224,931 shares of common stock
and the 224,931 shares subject to warrants were reported by the Reporting
Persons on the initial Schedule 13G filed September 24, 2004.
(3) On May 6, 2005, a convertible note, held by the James O. McCash Trust,
with a principal amount of $200,000, came due and converted into 1,199,890
shares of common stock which were retained by the Trust and are included
in the amounts being reported by both Reporting Persons on this Schedule
13G and an aggregate total of 1,399,890 shares subject to warrants which
were gifted to the McCash Family Limited Partnership and are not included
in the amounts being reported by either Reporting Person on this Schedule
13G.
Page 3 of 6
CUSIP NO. 015404106
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James O. McCash Trust
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
The Trust was formed pursuant to the laws of the State of Michigan.
--------------------------------------------------------------------------------
5. SOLE VOTING POWER
3,599,323(2)(3) (includes 120,000 shares subject to
warrants).
NUMBER OF -----------------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 3,599,323(2)(3)
-----------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,599,323(2)(3) (includes 120,000 shares subject to warrants).
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.8%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON*
OO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
----------
(2) On November 12, 2004, a convertible note, held by the James O. McCash
Trust, with a principal amount of $100,000, came due and converted into
224,931 shares of common stock which were retained by the Trust and
224,931 shares subject to warrants which were gifted by the Trust to the
McCash Family Limited Partnership. Both the 224,931 shares of common stock
and the 224,931 shares subject to warrants were reported by the Reporting
Persons on the initial Schedule 13G filed September 24, 2004.
(3) On May 6, 2005, a convertible note, held by the James O. McCash Trust,
with a principal amount of $200,000, came due and converted into 1,199,890
shares of common stock which were retained by the Trust and are included
in the amounts being reported by both Reporting Persons on this Schedule
13G and an aggregate total of 1,399,890 shares subject to warrants which
were gifted to the McCash Family Limited Partnership and are not included
in the amounts being reported by either Reporting Person on this Schedule
13G.
Page 4 of 6
This Amendment No. 1 amends and supplements the Schedule 13G filed by the
Reporting Persons on September 24, 2004, relating to the Common Stock, no par
value of Alfacell Corporation, a Delaware corporation.
Item 1(a). Name of issuer:
Alfacell Corporation
Item 1(b). Address of issuer's principal executive offices:
225 Belleville Avenue
Bloomfield, NJ 07003
Item 2(a). Names of person filing:
James O. McCash Trust and James O. McCash, as trustee
Item 2(b). Address of principal business office:
N3820 S. Grand Oak Drive, Iron Mountain, MI 49801
Item 2(c). Citizenship:
James O. McCash is a citizen of the United States of America,
residing in the State of Michigan.
Item 2(d). Title of class of securities:
Common Stock, $.001 par value per share
Item 2(e). CUSIP No.:
015404106
Item 3. If this statement is filed pursuant to Secs. 240.13d-1(b) or
240.13d-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 Sec.
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with Sec. 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with Sec. 240.13d-1(b)(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 Sec. 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
The information in Items 5 through 11 on the cover pages on this Schedule 13G is
hereby incorporated by reference.
Page 5 of 6
(a) Amount beneficially owned: 3,652,991 shares, of which 53,668
shares held by James O. McCash directly and 3,599,323 shares
held by the James O. McCash Trust (includes 120,000 shares
subject to warrants).
(b) Percent of class: James O. McCash: 10.0% and James O. McCash
Trust: 9.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,652,991
shares, of which 53,668 shares held by James O. McCash
directly and 3,599,323 shares held by the James O.
McCash Trust (includes 120,000 shares subject to
warrants).
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of:
3,652,991 shares, of which 53,668 shares held by James
O. McCash directly and 3,599,323 shares held by the
James O. McCash Trust (includes 120,000 shares subject
to warrants).
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of 5 percent or Less of a Class: Not applicable
Item 6. Ownership of More than 5 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
Page 6 of 6
Item 10. Certifications
The following certification shall be included if the statement is filed
pursuant to Sec. 240.13d-1(c):
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 the purpose or effect.
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.
Dated: May 6, 2005
JAMES O. MCCASH TRUST
By: /s/ James O. McCash
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Signature
James O. McCash, Trustee
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Name