Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
(Name of Issuer) Vision Twenty-One, Inc
(Title of Class of Securities) Common Stock, $0.001 par value
(CUSIP Number) 92831N101
(Date of Event Which Requires Filing of this Statement) Nov 10, 2000
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[x] Rule 13d-1(b)
[ ] 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 (``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.
(1) Names of reporting persons...Bankmont Financial Corp
I.R.S. Identification Nos. of above persons (entities only)
13-4941092
(2) Check the appropriate box if a member of a group
(a)
(b)
(3) SEC use only.....................................................
(4) Citizenship or place of organization.............................
Canada
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power... 0(1)..........................................
(6) Shared voting power.....0..............................
(7) Sole dispositive power...... 23,095,160(1)..................................
(8) Shared dispositive power....0..........................
(9) Aggregate amount beneficially owned by each reporting person.....
23,095,160
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)..................................................
(11) Percent of class represented by amount in Row (9)...62.3%.......
(12) Type of reporting person (see instructions)
BK Bank of Montreal has received no-action relief from the SEC to file
as a"Qualified Institutional Investor."
.............
(1) All securities of the issuer beneficially owned by the
reporting person are currently held as derivative instruments
convertible into, or exchangeable for, shares of common stock of
the issuer within 60 days of the date of event, or
November 10, 2000. The reporting person does not have voting power
with respect to the aggregate of 23,095,160 shares
of the issuer's common stock currently underlying convertible notes
and warrants issued to it by the issuer.
Page--of--Pages--------------------------------------------------------
Item 1.
(a) Vision Twenty-One, Inc.
(b) 120 West Fayette Street, Suite 700, Baltimore, Maryland 21201
Item 2.
(a) Bank of Montreal
(b) 115 South LaSalle Street, Chicago, Illinois 60603
(c) Canada
(d) Common Stock, $0.001 par value
(e) CUSIP No. 92831N1 01
Item 3. If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-1(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)
X 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
section 240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with
section 240.13d- 1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance
with section 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 tinder section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
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:
23,095,160
(b)
Percent of class:
62.3%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct
the vote
0
(ii)
Shared power to vote or to direct
the vote
0
(iii)
Sole power to dispose or to direct
the disposition of
23,095,160
(iv)
Shared power to dispose or to direct
the disposition of
0
Instruction. For computations regarding securities which represent
a right to acquire an underlying security see
section 240.13d-3(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.
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 having that purpose or effect.
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.
December 11, 2000
Date
/s/
Jack Kane, Authorized Officer
Director of Bank of Montreal
Reporting Person
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
section 240.13d-7 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)
