UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
PRO-PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
| 74267T109 (CUSIP Number) |
December 31, 2003
(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)
x Rule 13d-1(d)
| CUSIP No. 74267T109 | Page 2 of 5 | |||
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
James C. Czirr |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
United States |
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| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. Sole Voting Power
4,810,868 6. Shared Voting Power
0 7. Sole Dispositive Power
4,810,868 8. Shared Dispositive Power
0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
4,810,868 |
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| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨ |
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| 11. | Percent of Class Represented by Amount in Row (9)
20.0% |
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| 12. | Type of Reporting Person (See Instructions)
IN |
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| CUSIP No. 74267T109 | Page 3 of 5 |
| Item 1(a). | Name of Issuer: |
Pro-Pharmaceuticals, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
189 Wells Avenue
Newton, MA 02459
| Item 2(a). | Name of Person Filing: |
James C. Czirr
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
425 Janish Drive
Sandpoint, ID 83864
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Common Stock, $.001 par value
| Item 2(e). | CUSIP Number: |
74267T109
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ¨ Broker or dealer registered under Section 15 of the Exchange Act. |
| (b) | ¨ Bank as defined in Section 3(a)(6) of the Exchange Act. |
| (c) | ¨ Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| (d) | ¨ Investment company registered under Section 8 of the Investment Company Act. |
| (e) | ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E). |
| (f) | ¨ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F). |
| (g) | ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G). |
| (h) | ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act. |
| (i) | ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment |
| Company | Act. |
| (j) | ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Not Applicable
| CUSIP No. 74267T109 | Page 4 of 5 |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) Amount beneficially owned: |
4,810,868 | * | |
| (b) Percent of class: |
20.0 | ** | |
| (c) Number of shares as to which the person has: |
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| (i) Sole power to vote or direct the vote: |
4,810,868 | ||
| (ii) Shared power to vote or to direct the vote: |
0 | ||
| (iii) Sole power to dispose or to direct the disposition of: |
4,810,868 | ||
| (iv) Shared power to dispose or to direct the disposition of: |
0 |
| * | Includes 31,100 shares owned by minor children of Mr. Czirr, as to which Mr. Czirr disclaims beneficial ownership. |
| ** | Based on 24,054,300 shares outstanding as of December 22, 2003. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
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
| CUSIP No. 74267T109 | Page 5 of 5 |
| Item 10. | Certification. |
Not Applicable
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.
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Date: February 11, 2004 |
/s/ James C. Czirr James C. Czirr |