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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 10 )*
21st Century Holding Company
 
(Name of Issuer)
Common Stock, $.01 Par Value
 
(Title of Class of Securities)
90136Q100
 
(CUSIP Number)
Calendar Year 2009
 
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
     o Rule 13d-1(b)
     o Rule 13d-1(c)
     x 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 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).


 

                     
CUSIP No.
 
90136Q100 
 

 

           
1   NAMES OF REPORTING PERSONS
Michele Lawson
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  U.S.A.
       
  5   SOLE VOTING POWER
     
NUMBER OF   250,000
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   631,325
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   250,000
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    631,325
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  631,325(1)
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  o
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  8%(2)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN
(1) Represents 250,000 shares of Common Stock owned directly by Michele Lawson; 275,000 shares of Common Stock owned directly by Edward J. Lawson, Michele Lawson’s spouse; 106,325 shares of Common Stock beneficially owned by Edward Lawson pursuant to immediately exercisable stock options
(2) Calculated on the basis of 8,013,894 common shares outstanding as of September 30, 2009.

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Item 1.
  (a)   Name of Issuer

21st Century Holding Company
 
  (b)   Address of Issuer’s Principal Executive Offices

3661 West Oakland Park Blvd, Suite 300
Lauderdale Lakes, Florida 33311
Item 2.
  (a)   Name of Person Filing

Michele Lawson
 
  (b)   Address of Principal Business Office or, if none, Residence

1786 Valenzano Way
Henderson, NV 89012
 
  (c)   Citizenship

U.S.A.
 
  (d)   Title of Class of Securities

Common Stock, $.01 Par Value
 
  (e)   CUSIP Number

90136Q100
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
     
(a) o  
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
   
 
(b) o  
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
   
 
(c) o  
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
   
 
(d) o  
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
   
 
(e) o  
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
   
 
(f) o  
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
   
 
(g) o  
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
   
 
(h) o  
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
 
(i) o  
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) o  
Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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Item 4.   Ownership.
  (a)   Amount beneficially owned:

631,325 (1)
 
  (b)   Percent of class:

8% (2)
 
  (c)   Number of shares as to which the person has:
  (i)   Sole power to vote or to direct the vote

250,000
 
  (ii)   Shared power to vote or to direct the vote

631,325
 
  (iii)   Sole power to dispose or to direct the disposition of

250,000
 
  (iv)   Shared power to dispose or to direct the disposition of

631,325
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 o.
Instruction: Dissolution of a group requires a response to this item.
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
  Item 10. Certifications

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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.
Date: February 3, 2010
         
     
  By:   /s/ Michele Lawson    
    Michele Lawson   
       
 

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