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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.3)
Segmentz, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
815801-10-5
(CUSIP Number)
Olga Filippova
Barron Partners LP
730 Fifth Avenue, 9th Floor
New York, NY 10019
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 18, 2005
(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 which is the subject
of this Schedule 13D, and is filing this schedule because of
Rule 13d-1(b)(3) or (4), check the following box o.
Check the following box if a fee is being paid with the
statement o. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class
of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
1
SCHEDULE 13D/A
CUSIP No. 815801-10-5
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BARRON PARTNERS LP
TAX ID #: 431981699
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) []
(b)[ X ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States, Incorporated in Delaware
Number of 7 SOLE VOTING POWER
Shares Owned
By Each 3,952,667 shares beneficially owned
in
the aggregate
Reporting
Person
With 8 SHARED VOTING POWER
NONE
9 SOLE DISPOSITIVE POWER
3,952,667 shares beneficially owned in the aggregate
10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
3,952,667
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
13.8%
14 TYPE OF REPORTING PERSON
PN
Item 1. SECURITY AND ISSUER.
-------------------
This Amendment No.3 relates to the common stock, par value $.001 per share
(the "Common Stock"), of Segmentz, Inc, a Delaware Corp., with its
principal executive offices at 429 Post Road, Buchanan, MI 49107
Item 2. IDENTITY AND BACKGROUND.
This Statement is filed by Barron Partners LP, a Delaware
Limited Partnership (the "Reporting Person"), whose business
address is 730 Fifth Avenue, 9th Floor, New York, NY 10019.
The Reporting Person is principally engaged in making
investments. The General Partner of the Reporting Person is
Barron Capital Advisors LLC, a Delaware Limited Liability
Company, (the "General Partner"). Andrew Barron Worden is the
managing member of the General Partner.
During the last five years, to the best knowledge of the
Reporting Person, neither the Reporting Person nor any
controlling person of the Reporting Person has (i) been
convicted in a criminal proceeding, or (ii) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
N/A
Item 4. PURPOSE OF TRANSACTION.
All SEGMENTZ, INC. securities owned by Barron
Partners LP have been acquired by the Partnership for
investment purposes only.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
There is no change to report for Item 5 except for the
addition of the following:
c) Between August 18, 2005 and August 19, 2005 the Reporting Person sold an
aggregate of 84,000 shares of the Common Stock in the open market
transactions at $0.62 per share.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
NONE
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
NONE.
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: August 19, 2005
By: /S/ Andrew Worden
- -------------------------------------------
- --------
Managing Member
Barron Capital Advisors LLC
General Partner for Barron Partners LP