SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Rule 13d-102
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Alfacell Corporation
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(Name of Issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
015404106
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(CUSIP Number)
12/31/2005
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(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)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 5 Pages
CUSIP No. 015404106
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
McCash, James O.
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|_|
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(3) SEC use only.
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(4) Citizenship or place of organization.
James O. McCash is an American citizen & a resident of the State of Michigan
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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
3,362,734 shares, of which 53,668 shares held by James O. McCash
directly and 3,309,066 shares held by the James O. McCash Trust
(includes 120,000 shares subject to warrants). (1)
(6) Shared voting power:
0
(7) Sole dispositive power:
3,362,734 shares, of which 53,668 shares held by James O. McCash
directly and 3,309,066 shares held by the James O. McCash Trust
(includes 120,000 shares subject to warrants). (1)
(8) Shared dispositive power:
0
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(9) Aggregate amount beneficially owned by each reporting person.
3,362,734 shares, of which 53,668 shares held by James O. McCash directly
and 3,309,066 shares held by the James O. McCash Trust (includes 120,000
shares subject to warrants). (1)
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(10) Check 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.
9.14%
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(12) Type of reporting person (see instructions).
IN
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(1) (a) 3,309,066 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 statement shall not be deemed an admission of beneficial ownership
of the reported shares for any purpose.
(b) On October 10, 2005, 320,157 shares of common stock held by the
James O. McCash Trust were gifted by the Reporting Person to others.
(c) Between October 26, 2005 and December 7, 2005, a total of 29,900
shares of common stock were purchased on the open market in the name of
the James O. McCash Trust, on the following dates and in the following
amounts: 10,000 shares on October 26, 2005, 6,900 shares on October 29,
2005, 3,100 shares on November 30, 2005, 5,000 shares on December 2,
2005, and 4,900 shares on December 7, 2005.
Page 2 of 5 Pages
CUSIP No. 015404106
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
James O McCash Trust
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(2) Check the appropriate box if a member of a group (see instructions) (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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Number of shares beneficially owned by each reporting person with:
(5) Sole voting power:
3,309,066 (includes 120,000 shares subject to warrants). (1)
(6) Shared voting power:
0
(7) Sole dispositive power:
3,309,066 (includes 120,000 shares subject to warrants). (1)
(8) Shared dispositive power:
0
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(9) Aggregate amount beneficially owned by each reporting person.
3,309,066 (includes 120,000 shares subject to warrants). (1)
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(10) Check 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.
9.0%
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(12) Type of reporting person (see instructions).
OO
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(1) (a) On October 10, 2005, 320,157 shares of common stock held by the
James O. McCash Trust were gifted by the Reporting Person to others.
(b) Between October 26, 2005 and December 7, 2005, a total of 29,900
shares of common stock were purchased on the open market in the name of
the James O. McCash Trust, on the following dates and in the following
amounts: 10,000 shares on October 26, 2005, 6,900 shares on October 29,
2005, 3,100 shares on November 30, 2005, 5,000 shares on December 2,
2005, and 4,900 shares on December 7, 2005.
Page 3 of 5 Pages
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). Name of Person Filing:
McCash, James O.
Item 2(b). Address or Principal Business Office or, If None, Residence:
N3820 S. Grand Oak Drive, Iron Mountain, MI 49801
Item 2(c). Citizenship:
James O. McCash is an American citizen & a resident of 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 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 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
ss. 240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
ss.240.13d- 1(b)(1)(ii)(G);
(h) |_| A savings associations 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 ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c),
check this box. |_|
Item 4. Ownership
(a) Amount beneficially owned:
3,362,734 shares, of which 53,668 shares held by James O. McCash
directly and 3,309,066 shares held by the James O. McCash Trust
(includes 120,000 shares subject to warrants).
(b) Percent of class:
9.14%
(c) Number of shares as to which such person has:
(i) Sole power to direct the vote
3,362,734 shares, of which 53,668 shares held by James O. McCash
directly and 3,309,066 shares held by the James O. McCash Trust
(includes 120,000 shares subject to warrants).
(ii) Shared power to direct the vote
0
(iii) Sole power to dispose or direct the disposition of
3,362,734 shares, of which 53,668 shares held by James O. McCash
directly and 3,309,066 shares held by the James O. McCash Trust
(includes 120,000 shares subject to warrants).
(iv) Shared power to dispose or direct the disposition of
0
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than 5 percent of the class of securities, check the following |_|
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
Item 10. Certifications
N/A
Page 4 of 5 Pages
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.
James O. McCash Trust
Date: 02/09/2006 /s/ James O. McCash
Name: James O. McCash
Title: Trustee
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incor porated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact constitute Federal
criminal violations (see 18 U.S.C. 1001). (Secs. 3(b), 13(d)(1), 13(d)(2),
13(d)(5), 13(d)(6), 13(g)(1), 13(g)(2), 13(g)(5), 23, 48 Stat. 882, 894, 901;
sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 88a; sec.
2, 82 Stat. 454; secs. 1, 2, 84 Stat. 1497; secs. 3, 10, 18, 89 Stat. 97, 119,
155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; (15 U.S.C. 78c(b), 78m(d)(1),
78m(d)(2), 78m(d)(5), 78m(d)(6), 78m(g)(1), 78m(g)(2), 78m(g)(5), 78w)) [43 FR
18499, Apr. 28, 1978, as amended at 43 FR 55756, Nov. 29, 1978; 44 FR 2148,
Jan. 9, 1979; 44 FR 11751, Mar. 2, 1979; 61 FR 49959, Sept. 24, 1996; 62 FR
35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287, Mar. 31, 1998]
Page 5 of 5 Pages