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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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STOCKWALK.COM GROUP, INC.
f/k/a NM Holdings, Inc.
f/k/a Nutrition Medical, Inc.
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(Name of Issuer)
Common Stock, par value $.04 per share
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(Title of Class of Securities)
86149C 10 4
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(CUSIP Number)
Philip T. Colton, Esq
Maun & Simon, PLC
2000 Midwest Plaza Building West
801 Nicollet Mall
Minneapolis MN 55402
(612) 904-7400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 7, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box / /.
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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).
(Continued on following page(s))
Page 1 of 3 Pages
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CUSIP No. 13D Page 2 of 3 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
David B. Johnson
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) /X/
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(3) SEC Use Only
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(4) Source of Funds*
N/A
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
USA
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Number of Shares (7) Sole Voting
Beneficially Owned Power 4,234,818
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 86,050
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(9) Sole Dispositive
Power 4,234,818
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(10) Shared Dispositive
Power 86,050
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,320,868
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
22.5%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 3 Pages
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ITEM 1. SECURITY AND ISSUER
This filing relates to the Common Stock, par value $.04 ("Common-Stock")
of Stockwalk.com Group, Inc. (the "Issuer"), f/k/a NM Holdings, Inc., f/k/a
Nutrition Medical, Inc. The Issuer's executive offices are located at 5500
Wayzata Blvd., Suite 800 Minneapolis MN 55416.
ITEM 2. IDENTITY AND BACKGROUND
The Holder is an officer and director of the Issuer. Prior the
consummation of the transaction described in Item 4, the Holder was an
officer and director of MJK Holdings, Inc., the parent company of Miller,
Johnson and Kuehn, Incorporated, a registered broker-dealer.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The Holder acquired the shares disclosed in this filing on July 7, 1999,
upon consummation of the Agreement and Plan of Reorganization ("Agreement")
calling for MJK Holdings, Inc. to merge into a subsidiary of the Issuer. The
Holder received the shares of stock of the Issuer in exchange for his shares
of stock in MJK Holdings, Inc., and paid no additional consideration for the
shares. The Holder, along with the other former principals of MJK Holdings,
Inc. exercises considerable control over the Issuer and is an officer and
director of the Issuer.
The Agreement and related transactions are described in the proxy
statement of the Issuer, filed with the Securities and Exchange Commission
via EDGAR by NM Holdings, Inc. on June 14, 1999.
The Holder does not have any plans or proposals respecting extraordinary
corporate transactions effecting the Issuer, sale of its assets, changes in
its management, capitalization, dividend policy, business or corporate
structure, charter or bylaws, or the listing of the Issuer's securities or
similar actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Holder owns 4,211,111 shares of Common Stock, which were acquired in
the transaction described in Item 4. The Holder owns Warrants to purchase
23,707 shares of Common Stock. The Holder's wife owns 86,050 shares of Common
Stock, over which the Holder exercises de facto control. The Holder
beneficially owns approximately 22.5% of the Issuer's outstanding Common
Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
July 16, 1999
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(Date)
/s/ David B. Johnson
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(Signature)
David B. Johnson
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(Name/Title)
