SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------------------------------------
SCHEDULE 13G
(RULE 13d-102)
INFORMATION STATEMENTS PURSUANT TO RULE 13d-1 and 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
---------------------------------------------------------------
AMERISERV FINANCIAL, INC.
-------------------------
(Name of Issuer)
COMMON STOCK
------------
(Title of Class of Securities)
03074A102
---------
(CUSIP Number)
SEPTEMBER 29, 2005
------------------
(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)
(Continued on following pages)
(Page 1 of 4 Pages)
Page 2 of 4
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Crestview Capital Master, LLC
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5. SOLE VOTING POWER
SHARES 1,177,760 (See Item 4)
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH (See Item 4)
REPORTING --------------------------------------------------------------
PERSON WITH 7. SOLE DISPOSITIVE POWER
1,177,760 (See Item 4)
--------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
(See Item 4)
--------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5.3%
--------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|_|
--------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
--------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON: PN
--------------------------------------------------------------------------------
Item 1(a). Name of Issuer.
AmeriServ Financial, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices.
Main and Franklin Streets, P.O. Box 430 Johnstown, Pennsylvania
15907-0430
Item 2(a). Name of Person Filing.
Crestview Capital Master, LLC
Item 2(b). Address of Principal Business Office, or if none, Residence.
95 Revere Drive, Suite A
Northbrook, IL 60062
Item 2(c). Citizenship.
Delaware
Item 2(d). Title of Class of Securities.
Common Stock
Item 2(e). CUSIP Number.
03074A102
Page 3 of 4
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b),
check whether the person filing is a:
Not applicable.
Item 4. Ownership.
The information contained in Items 5 though 11 on the cover pages hereto
is incorporated herein by reference. On September 29, 2005, the Reporting Person
purchased 1,177,760 shares of Common Stock from the Issuer in a private
placement. Crestview Capital Partners, LLC controls Crestview Capital Master,
LLC. The power to vote or dispose of the shares beneficially owned by Crestview
Capital Master, LLC is shared by Stewart Flink, Robert Hoyt, Daniel Warsh and
Steve Halpern, each of whom disclaim beneficial ownership of the shares of
Common Stock beneficially owned by Crestview Capital Master, LLC. For purposes
of this statement, the Reporting Person is reporting that:
(i) The aggregate amount of Common Stock beneficially owned by the
Reporting Person is 1,177,760 shares.
(ii) The aggregate percentage of the Common Stock beneficially
owned by the Reporting Person is approximately 5.3%.
(iii) The aggregate number of shares of Common Stock which the
Reporting Person has sole power to vote or direct the vote of
is 1,177,760.
(iv) The aggregate number of shares of Common Stock which the
Reporting Person has sole power to dispose or to direct the
disposition of is 1,177,760.
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.
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. Certification.
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 which could have that purpose or effect.
Page 4 of 4
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: October 25, 2005
CRESTVIEW CAPITAL MASTER, LLC
By: /s/ Daniel Warsh
----------------------------
Name: Daniel Warsh
Title: Managing Member