UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 0 )*
Predictive Systems, Inc.
________________________________________________________________________________
(Name of Issuer)
Common Stock, Par value $.001 per share
________________________________________________________________________________
(Title of Class of Securities)
74036W102
_______________________
(CUSIP Number)
May, 5 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)
[x] Rule 13d-1(c)
[_] Rule 13d-1(d)
* 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 the
disclosures provided in a prior cover page.
The information required in 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 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).
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CUSIP No. 13G Page 2 of 6 Pages
________________________________________________________________________________
1. Name of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Hedgehog Capital LLC
David T. Lu
________________________________________________________________________________
2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC Use Only
________________________________________________________________________________
4. Citizenship or Place of Organization
Delaware
________________________________________________________________________________
5. Sole Voting Power
NUMBER OF
SHARES _________________________________________________________________
BENEFICIALLY 6. Shared Voting Power
OWNED BY 3,024,301
EACH _________________________________________________________________
REPORTING 7. Sole Dispositive Power
PERSON
WITH: _________________________________________________________________
8. Shared Dispositive Power
3,024,301
________________________________________________________________________________
9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,024,301
________________________________________________________________________________
10. Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [_]
________________________________________________________________________________
11. Percent of Class Represented by Amount in Row (9) 7.96%
________________________________________________________________________________
12. Type of Reporting Person (See Instructions)
OO
________________________________________________________________________________
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CUSIP No. 13G Page 3 of 6 Pages
________________________________________________________________________________
Item 1(a). Name of Issuer:
Predictive Systems, Inc.
________________________________________________________________________________
Item 1(b). Address of Issuer's Principal Executive Offices:
19 West 44th Street., New York, New York 10006
________________________________________________________________________________
Item 2(a). Name of Person Filing:
Hedgehog Capital LLC
________________________________________________________________________________
Item 2(b). Address of Principal Business Office, or if None, Residence:
1117 E. Putnam Ave. #320, Riverside, Ct 06878
________________________________________________________________________________
Item 2(c). Citizenship:
U.S.A.
________________________________________________________________________________
Item 2(d). Title of Class of Securities:
Common
________________________________________________________________________________
Item 2(e). CUSIP Number:
74036W102
________________________________________________________________________________
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.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
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).
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CUSIP No. 13G Page 4 of 6 Pages
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: 3,024,301
(b) Percent of class: 7.96%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote
(ii) Shared power to vote or to direct the vote
3,024,301
(iii) Sole power to dispose or to direct the disposition of
(iv) Shared power to dispose or to direct the disposition of
3,024,301
INSTRUCTION. For computations regarding securities which represent a right to
acquire an underlying security SEE ss.240.13d3(d)(1).
ITEM 5. OWNERSHIP OF FIVE 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 five
percent of the class of securities, check the following [ ].
INSTRUCTION. Dissolution of a group requires a response to this item.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
* see exhibit 1
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CUSIP No. 13G Page 5 of 6 Pages
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Notice of dissolution of a group may be furnished as an exhibit stating the date
of the dissolution and that all further filings with respect to transactions in
the security reported on will be filed, if required, by members of the group, in
their individual capacity. See Item 5.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is
filed pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and 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
that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to ss.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
that purpose or effect.
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CUSIP No. 13G Page 6 of 6 Pages
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.
5/5/2003
----------------------------------------
(Date)
Hedgehog Capital LLC by: David T. Lu
----------------------------------------
(Signature)
David T. Lu, Managing Member
----------------------------------------
(Name/Title)
- Exhibit 1 - David Lu is the principle owner and controlling person of
Hedgehog Capital LLC
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 incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (See 18 U.S.C. 1001).
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