SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* RUBENSTEIN BARRY (Last) (First) (Middle) 68 WHEATLEY ROAD (Street) BROOKVILLE NY 11545 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/29/2007	3. Issuer Name and Ticker or Trading Symbol Allmarine Consultants CORP [ ALMN.OB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock $0.001 Par Value	665,079 ( 1 )	I	By Wheatley Partners II, L.P. ( 2 )
Common Stock $0.001 Par Value	778,401 ( 1 )	I	By Wheatley Partners LLC ( 3 ) ( 4 )
Common Stock $0.001 Par Value	1,057,564 ( 1 )	I	By Wheatley Partners LLC, III ( 5 ) ( 6 )
Common Stock $0.001 Par Value	225,326 ( 1 )	I	By Woodland Services Corp. ( 7 )

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	08/29/2007	08/29/2012	Common Stock $0.001 Par Value	27,976 ( 8 ) ( 9 )	1.88	I	By Wheatley Partners II, L.P. ( 8 )
Warrants	08/29/2007	08/29/2012	Common Stock $0.001 Par Value	69,940 ( 9 ) ( 10 )	1.88	I	By Wheatley Partners LLC ( 4 )
Warrants	08/29/2007	08/29/2012	Common Stock $0.001 Par Value	41,964 ( 9 ) ( 11 )	1.88	I	By Wheatley Partners LLC, III ( 6 )
Warrants	08/29/2007	08/29/2012	Common Stock $0.001 Par Value	12,500 ( 12 )	1.88	I	By Woodland Partners ( 12 )

1. Name and Address of Reporting Person* RUBENSTEIN BARRY (Last) (First) (Middle) 68 WHEATLEY ROAD (Street) BROOKVILLE NY 11545 (City) (State) (Zip)

1. Name and Address of Reporting Person* LIEBER IRWIN (Last) (First) (Middle) C/O WHEATLEY PARTNERS 68 WHEATLEY ROAD (Street) BROOKVILLE NY (City) (State) (Zip)

1. Name and Address of Reporting Person* LIEBER JONATHAN (Last) (First) (Middle) C/O WHEATLEY PARTNERS (Street) BROOKVILLE NY 11545 (City) (State) (Zip)

1. Name and Address of Reporting Person* LIEBER SETH (Last) (First) (Middle) C/O WHEATLE PARTNERS 68 WHEATLE RD (Street) BROOKVILLE NY 11545 (City) (State) (Zip)

1. Name and Address of Reporting Person* FINGERHUT BARRY K (Last) (First) (Middle) C/O WHEATLEY PARTNERS 68 WHEATLEY RD. (Street) BROOKVILLE NY 11545 (City) (State) (Zip)

Explanation of Responses:

1. The holdings reported in this Form 3 were acquired pursuant to an Agreement and Plan of Merger (the Agreement) by and among Allmarine Consultants Corporation, Allmarine Acquisition Corporation, and BAXL Technologies, Inc. Under the Agreement, Shares of the Issuer were issued to the funds managed by the Reporting Persons in exchange for Shares held by them in BAXL Technologies, Inc., as a result of the BAXL 2007 Bridge Financing, BAXL April Bridge, the BAXL May Bridge and the BAXL Preferred Conversion Consents (as each are defined in the Agreement).

2. Consists of shares directly held by Wheatley Partners II, L.P. (WPII). By virtue of being a general partner of WPII, each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein may be deemed to beneficially own the Shares directly owned by WPII. Each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein disclaims beneficial ownership of such Shares except to the extent of his pecuniary interest therein.

3. Consists of (i) 287,519 Shares directly held by Wheatley Partners L.P. (WP), (ii) 24,588 Shares directly held by Wheatley Foreign Partners, L.P. (WFP), (iii) 217,408 Shares directly held by Wheatley Partners Annex Fund, L.P. (WPAF), and (iv) 248,886 Shares directly held by Wheatley Partners II Annex Fund, L.P. (WPIIAF).

4. By virtue of being the general partner of each of WP, WFP, WPAF and WPIIAF (collectively, the "WPLLC Funds"), Wheatley Partners LLC (WPLLC), may be deemed to own the Shares and Warrant Shares directly owned by each of the WPLLC Funds. By virtue of being an officer of WPLLC, each of Barry Rubenstein, Irwin Lieber, Jonathan Lieber, Seth Lieber and Barry Fingerhut may be deemed to beneficially own the Shares and Warrant Shares directly owned by the WPLLC Funds. Each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein and WPLLC disclaims beneficial ownership of such Shares and Warrant Shares except to the extent of his or its pecuniary interest therein.

5. Consists of (i) 784,541 Shares directly held by Wheatley Partners III, L.P. (WPIII), (ii) 119,087 Shares directly held by Wheatley Associates III, L.P. (WAIII) and (iii) 153,936 Shares directly held by Wheatley Foreign Partners III, L.P. (WFPIII).

6. By virtue of being the general partner of each of WPIII, WAIII and WFPIII (collectively the WPLLCIII Funds), Wheatley Partners LLC III (WPLLCIII) may be deemed to own the Shares and Warrant Shares directly owned by each of the WPLLCIII Funds. By virtue of being an officer of WPLLCIII, each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein and Nancy Casey may be deemed to beneficially own the Shares and Warrant Shares directly owned by the WPLLCIII Funds. Each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein, Ms. Casey and WPLLCIII disclaims beneficial ownership of such Shares and Warrant Shares except to the extent of his, hers or its pecuniary interest therein.

7. Consists of 107,489 and 117,837 Shares beneficially owned by Seneca Ventures (SV) and Woodland Venture Fund (WVF), respectively. By virtue of being the general partner of WVF and SV (collectively the Woodland Funds), Woodland Services Corp. (WSC) may be deemed to own the Shares directly owned by each of the Woodland Funds. By virtue of being the officers of of WSC each of Marilyn Rubenstein and Barry Rubenstein may be deemed to beneficially own the Shares directly owned by the Woodland Funds. Each of Mr. and Ms. Rubenstein and WSC disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

8. Consists of shares issuable upon the exercise of warrants to purchase Shares (the "Warrant Shares") directly held by WPII. By virtue of being a general partner of WPII, each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein may be deemed to beneficially own the Warrant Shares directly owned by WPII. Each of Messrs. I. Lieber, J. Lieber, S. Lieber, Fingerhut and Rubenstein disclaims beneficial ownership of such Warrant Shares except to the extent of his pecuniary interest therein.

9. Does not include 12,500 Warrant Shares issued to Irwin Lieber pursuant to the Agreement.

10. Consists of (i) 25,758 Warrant Shares directly held by WP, (ii) 2,218 Warrant Shares directly held by WFP, (iii) 20,982 Warrant Shares directly held by WPAF, and (iv) 20,982 Warrant Shares directly held by WPIIAF.

11. Consists of (i) 32,422 Warrant Shares directly held by WPIII, (ii) 3,685 Warrant Shares directly held by WAIII and 5,857 Warrant Shares directly held by WFPIII.

12. Consists of Warrant Shares owned directy by Woodland Partners. By virtue of being general partners of Woodland Partners, each of Marilyn Rubenstein and Barry Rubenstein may be deemed to beneficially own the Warrant Shares directly owned by Woodland Partners. Each of Mr. and Ms. Rubenstein disclaims beneficial ownership of such Warrant Shares except to the extent of his or her pecuniary interest therein.

Remarks:

	/s/ Rubenstein, Barry	09/12/2007
	/s/ Lieber, Irwin	09/12/2007
	/s/ Lieber, Jonathan	09/12/2007
	/s/ Lieber, Seth	09/12/2007
	/s/ Fingerhut, Barry	09/12/2007
	** Signature of Reporting Person	Date
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