SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. _____)
Alfacell Corporation
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
015404106
(CUSIP Number)
September 14, 2004
(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)
CUSIP No. 015404106 13G Page 2 of 7
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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) |_|
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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
2,678,032* (includes 120,000 shares subject to Warrants, and
a Convertible Note that when due will convert into 224,931
NUMBER OF shares of Common Stock and 224,931 shares subject to
Warrants which are all currently exercisable or which will
SHARES become exercisable within 60 days of September 14, 2004).
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,678,032* (includes 120,000 shares subject to Warrants, and
a Convertible Note that when due will convert into 224,931
PERSON shares of Common Stock and 224,931 shares subject to
Warrants which are all currently exercisable or which will
WITH become exercisable within 60 days of September 14, 2004).
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,678,032* (includes 120,000 shares subject to Warrants, and a Convertible
Note that when due will convert into 224,931 shares of Common Stock and
224,931 shares subject to Warrants which are all currently exercisable or
which will become exercisable within 60 days of September 14, 2004).
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.6%
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12. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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* 2,624,364 of these shares are held by the James O. McCash Trust, for which
the 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.
CUSIP No. 015404106 13G Page 3 of 7
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
James O. McCash Trust
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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
The Trust was formed pursuant to the laws of the State of Michigan.
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5. SOLE VOTING POWER
2,624,364 (includes 120,000 shares subject to Warrants
and a Convertible Note that when due will convert into
224,931 shares of Common Stock and 224,931 shares
NUMBER OF subject to Warrants which are all currently exercisable
or which will become exercisable within 60 days of
SHARES September 14, 2004).
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 2,624,364 (includes 120,000 shares subject to Warrants
and a Convertible Note that when due will convert into
PERSON 224,931 shares of Common Stock and 224,931 shares
subject to Warrants which are all currently exercisable
WITH or which will become exercisable within 60 days of
September 14, 2004).
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,624,364 (includes 120,000 shares subject to Warrants and a Convertible
Note that when due will convert into 224,931 shares of Common Stock and
224,931 shares subject to Warrants which are all currently exercisable or
which will become exercisable within 60 days of September 14, 2004).
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|_|
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.5%
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12. TYPE OF REPORTING PERSON*
00
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 7
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).
Page 5 of 7
Item 4. Ownership
The information in Items 5 through 11 on the cover pages on this Schedule 13G is
hereby incorporated by reference.
(a) Amount beneficially owned: 2,678,032 shares, of which 53,668 shares
held by James O. McCash directly and 2,624,364 shares held by the
James O. McCash Trust (includes 120,000 shares subject to Warrants
and a Convertible Note that when due will convert into 224,931
shares of Common Stock and 224,931 shares subject to Warrants, which
are all currently exercisable or which will become exercisable
within 60 days of September 14, 2004).
(b) Percent of class: James O. McCash: 7.6% and James O. McCash Trust:
7.5%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,678,032 shares, of which
53,668 shares held by James O. McCash directly and 2,624,364 shares
held by the James O. McCash Trust (includes 120,000 shares subject
to Warrants and a Convertible Note that when due will convert into
224,931 shares of Common Stock and 224,931 shares subject to
Warrants, which are all currently exercisable or which will become
exercisable within 60 days of September 14, 2004).
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 2,678,032
shares, of which 53,668 shares held by James O. McCash directly and
2,624,364 shares held by the James O. McCash Trust (includes 120,000
shares subject to Warrants and a Convertible Note that when due will
convert into 224,931 shares of Common Stock and 224,931 shares
subject to Warrants which are all currently exercisable or which
will become exercisable within 60 days of September 14, 2004).
(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 7
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: September 21, 2004
JAMES O. MCCASH TRUST
By: /s/ James O. McCash
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Signature
James O. McCash, Trustee
Name
Page 7 of 7
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Schedule 13G (including amendments thereto) with respect to
the Common Stock of Alfacell Corporation and further agree that this Joint
Filing Agreement be included as an exhibit to such joint filing.
Dated: September 21, 2004
JAMES O. MCCASH TRUST
By: /s/ James O. McCash
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James O. McCash, Trustee
Dated: September 21, 2004
/s/ James O. McCash
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James O. McCash