SEC Form 4

~~Table~~FORM I4 --[ ~~Non-Derivative~~] ~~Securities~~Check ~~Acquired,~~this ~~Disposed~~box ~~of,~~if orno ~~Beneficially~~longersubject ~~Owned~~to 5Section 16. ~~Amount~~Form ~~of Secu- rities~~ 4. ~~Securities~~or ~~Acquired~~Form5 ~~(A)~~obligations ~~Bene-~~may 6continue.See ~~Ownership~~Instruction 21(b). ~~Trans-~~UNITED 3.STATES ~~Trans-~~SECURITIES orAND ~~Disposed~~EXCHANGE ofCOMMISSION (Washington, D).C. ~~ficially~~20549 ~~Form:~~STATEMENT ~~action~~OF ~~action~~CHANGES ~~(Instr.~~IN 3,BENEFICIAL 4OWNERSHIP ~~and~~Filed 5)pursuant ~~Owned~~to ~~Direct~~Section 7.16(a) ~~Nature~~ of ~~Date~~the ~~Code~~Securities ~~-----------------------------~~Exchange atAct ~~End~~of ~~(D)~~1934, orSection ~~Indirect~~ 17(~~Month/ (Instr. 8~~a) ~~(A)~~ of ~~Month~~the ~~Indirect~~Public ~~Beneficial~~Utility 1.Holding ~~Title~~Company Act of ~~Security~~1935 ~~Day/ ------------- Amount~~ or ~~Price~~Section 30(~~Instr. (I~~h) ~~Ownership~~of ~~(Instr.~~the 3)Investment ~~Year)~~Company ~~Code~~Act Vof ~~(D)~~1940 3OMB ~~and~~APPROVAL 4)OMB ~~(Instr.~~Number: 4)3235-0287 ~~(Instr.~~Expires: 4)January ~~-----------------------------~~31, ~~----------~~2005Estimated ~~------~~average ~~-----~~burdenhours ~~------------~~per ~~---~~response. ~~----------~~. ~~-----------~~. ~~-------------~~. ~~---------------~~. 0.5

~~Table~~1. ~~II--Derivative~~Name ~~Securities~~and ~~Acquired,~~Address ~~Disposed~~ of, orReporting ~~Beneficially~~Person* ~~Owned~~FINOVA ~~(e.g.,~~Capital ~~puts,~~Corporation ~~calls, warrants, options, convertible securities~~(Last) ~~2. Conver- 5. Number of Deriv- 6. Date Exercisable sion or 3. Trans- ative Securities and Expiration Date Exercise action 4. Transac- Acquired~~ (AFirst) or (~~Month/Day/Year~~Middle) ~~Price~~4800 ofN. ~~Date~~Scottsdale ~~tion~~Road ~~Code Disposed of~~ (DStreet) ~~----------------------~~Scottsdale, ~~Deriv-~~AZ ~~(Month/~~85251 (~~Instr. 8~~City) (~~Instr.~~State) ~~3, 4, and 5~~(Zip) ~~Date 1~~2. ~~Title~~Issuer ofName ~~Derivative~~and ~~Security~~Ticker ~~ative~~or ~~Day/~~Trading ~~-------------~~Symbol ~~--------------------------~~Aquis ~~Exercis-~~Communications ~~Expiration~~Group, ~~(Instr~~Inc. 3). ~~Security~~I.R.S. ~~Year)~~Identification ~~Code~~Number Vof ~~(A)~~Reporting ~~(D)~~Person, ~~able~~if ~~Date~~an ~~----------------------------------------~~entity ~~-----------~~(voluntary) 94-~~---------~~1278569 ~~------~~4. ~~-----~~Statement ~~------------~~for ~~------------ ---------- ---------- Common Stock Options $0.03 11~~Month/21Day/01Year ~~A * 11~~December/~~21/11~~2002 95. ~~Number~~If ofAmendment, ~~10.~~Date ~~Ownership Derivative Form~~ of ~~Securities~~Original ~~Derivative 7. Title and Amount of Underlying Benefi- Security: Securities~~ (~~Instr. 3 and 4~~Month/Day/Year) ~~cially Direct 11~~6. ~~Nature~~Relationship of ~~----------------------------------------~~Reporting ~~8. Price of Owned at~~ Person(Ds) orto ~~Indirect~~Issuer ~~Amount~~(Check orall ~~Derivative~~applicable) ~~End~~Director ofX ~~Indirect~~10% ~~Beneficial~~Owner 1.Officer ~~Title~~(give oftitle ~~Derivative Title Number of Security Month (I~~below) ~~Ownership~~Other ~~Security~~ (~~Instr.~~specify 3below) ~~Shares~~Description ~~(Instr~~7. 5)Individual ~~(Instr.~~or 4)Joint/Group ~~(Instr.~~Filing 4) (~~Instr.~~Check 4Applicable Line) ~~---------------------------~~X ~~---------------------------~~Form ~~-----------~~filed ~~-------------~~by ~~-------------~~One ~~--------------~~Reporting ~~---------------~~Person ~~Common~~Form ~~Stock~~filed ~~Options~~by **More ~~150,000~~than ~~200,000~~One ~~Direct~~Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2.Transaction
Date
(Month/Day/Year)

2A. Deemed Execution Date, if any
(Month/Day/Year)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A) or Disposed Of (D)
(Instr. 3, 4, and 5)

5. Amount of
    Securities
    Beneficially
    Owned Following
    Reported Transaction(s)

    (Instr. 3 and 4)

6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)

7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)

Code

Amount

A/D

Price

Common Stock

12/12/02

C(1)

143,671,590

$(1)

143,671,590

By Desert Communications I, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security

3. Transaction Date

(Month/
Day/
Year)

3A. Deemed Execution Date, if any

(Month/
Day/
Year)

4. Transaction Code
(Instr.8)

5. Number of Derivative
    Securities Acquired (A)
    or Disposed Of (D)

    (Instr. 3, 4 and 5)

6. Date Exercisable(DE) and
Expiration Date(ED)
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
    of
    Derivative
    Security
    (Instr.5)

9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)
    (Instr.4)

10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)

11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)

Code

Title

Amount or Number of Shares

Convertible Preferred Stock

(1)

12/12/02

J(1)

143,671.59

8/12/02

8/12/12

Common Stock

143,671,590

$(1)

By Desert Communications I, LLC

Series A Stock Purchase Warrant

$.01

8/12/02

8/12/12

Common Stock

192,206,258

$(2)

192,206,258

By Desert Communications I, LLC

Series B Stock Purchase Warrant

$.01

(3)

Common Stock

22,394,842

$(3)

22,394,842

By Desert Communications I, LLC

Explanation of Responses:

(1) The 143,671.59 shares of Series A Convertible Preferred Stock beneficially owned by Desert Communications I, LLC ("Desert") automatically converted into 143,671,590 shares of Common Stock upon the amendment of the Issuer's Certificate of Incorporation to increase the number of authorized shares of the Issuer's Common Stock to such number as will permit such conversion which was filed with the Delaware Secretary of State on December 12, 2002.
(2) See Exhibit A attached.
(3) See Exhibit A attached.

EXHIBIT A

(2) The warrant becomes exercisable upon the first to occur of: (i) the sale of all or substantially all of the assets or capital stock of the Issuer, or the merger, consolidation or reorganization of the Issuer; (ii) the sale of in excess of 50% of the capital stock of the Issuer; (iii) a default by the Issuer under that certain Restructuring Loan Agreement between FINOVA Capital Corporation ("FINOVA"), a Delaware corporation and the sole member of Desert, and Aquis Wireless Communications, Inc., a Delaware corporation and the Issuer's operating subsidiary, dated August 12, 2002, or under that certain AMRO Agreement between the Issuer and AMRO International, S.A., dated July 1, 2002; and (iv) September 30, 2005.

(3) The warrant expires on the earlier of: (i) August 12, 2012; and (ii) the time upon which the Issuer fully repays (from sources other than refinancings, except in the amount of that certain senior secured promissory note in principal amount of $7,000,000 issued by the Issuer to FINOVA on August 12, 2002 (the "Tranche A Note") then outstanding with payment terms similar to the Tranche A Note) all of its obligations under and pursuant to the Tranche A Note prior to the occurrence of the events described in (i), (ii), and (iii) of Item (2) of Explanation of Responses.

By:
/s/ Philip S. Clark 1/10/03
** Signature of Reporting Person Date

SEC 1474 (9-02)

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 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.

Filing Compare · AQUIS COMMUNICATIONS GROUP INC