UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
ADVANCED AERODYNAMICS & STRUCTURES, INC.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
00750B 10 7
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(CUSIP Number)
Carl L. Chen
3501 Lakewood Boulevard
Long Beach, California 90808
(568) 938-8618
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 1997
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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 ( ).
*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).
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CUSIP No. 00750B 10 7 13D Page 2 of 5
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Carl L. Chen
2 Check the Appropriate Box if a Member of a Group*
(a) ( ) (b) ( )
3 SEC Use Only
4 Source of Funds
PF, OO
5 Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items
2(d) or 2(e) ( )
6 Citizenship or Place of Organization
The Reporting Person is a citizen of the United States of America
Number of Shares Beneficially
Owned by Each Reporting Person with:
7 Sole Voting Power 3,996,460
8 Shared Voting Power 0
9 Sole Dispositive Power 3,996,460
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
3,996,460
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (X)
13 Percent of Class Represented by Amount in Row (11)
23.65%
14 Type of Reporting Person
IN
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CUSIP No. 00750B 10 7 13D Page 3 of 5
Item 1. Security and Issuer
(a) Name of Issuer:
Advanced Aerodynamics & Structures, Inc.
(b) Address of Issuer's Principal Executive Offices:
3501 Lakewood Boulevard
Long Beach, California 90808
(c) Title and Class of Securities:
Common Stock
Item 2. Identify and Background
(a) Name:
Carl L. Chen
(b) Business Address:
3501 Lakewood Boulevard
Long Beach, California 90808
(c) Present Principal Employment:
President and Chief Executive Officer of the issuer
(d) Record of Convictions:
During the last five years, Dr. Chen has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors.)
(e) Record of Civil Proceedings:
During the last five years, Dr. Chen has not been convicted
in a criminal proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
such activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship:
Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Dr. Chen acquired the securities of the issuer triggering the filing
of this 13D pursuant to a merger of the issuer with Advanced
Aerodynamics & Structures, Inc., a California corporation, which
merger was completed in July 1996. Dr. Chen acquired the securities
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CUSIP No. 00750B 10 7 13D Page 4 of 5
of the California corporation in exchange for cash, services
rendered and the conversion of loans.
Item 4. Purpose of Transaction
The securities were acquired pursuant to the formation and continued
funding of the operations of the isser.
The Reporting Person has no present plans or intentions which would
result in or relate to any of the transactions described in
Subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Carl L. Chen: 3,996,460 shares 23.65%
(b) Number of shares as to which such person has:
(i) Sole Voting Power 3,996,460
(ii) Shared Voting Power 0
(iii) Sole Dispositive Power 3,396,460
(iv) Shared Dispositive Power 0
(c) Schedule of transactions effected in the last sixty days.
Not applicable
(d) Ownership of more than five percent on behalf of Another
Person: Not Applicable
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Not applicable.
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CUSIP No. 00750B 10 7 13D Page 5 of 5
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.
Date: April 4, 1997
/s/ Carl L. Chen
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Carl L. Chen
