TOUPS TECHNOLOGY LICENSING INC /FL
SC 13D, 1999-02-05
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934


                        TOUPS TECHNOLOGY LICENSING, INC.
                                (Name of Issuer)

                          $.001 par value Common Stock
                         (Title of Class of Securities)

                                   89155A 10 3
                                 (CUSIP Number)

       Mark Clancy, 7887 Bryan Dairy Road, Suite 105, Largo, Florida 33777
                                 (727)-548-0918
           (Name, Address and Telephone Number of Person Authorized to
                      Receive Notices and Communications)


                      End of Fiscal Year December 31, 1998
             (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  that is the subject of this  Schedule  13D, and is filing this
schedule  because of Rule 13d-1(e),  Rule 13d-1(f) or Rule  13d-1(g),  check the
following box.[ ]

CUSIP No. 89155A 10 3

 (1)     Names of Reporting Persons I.R.S. Identification Nos. of Above Persons

         Leon H. Toups
         Mark C. Clancy
         Michael P. Toups

 (2)     Check the Appropriate Box if a Member of a Group (See Instructions)

         (a)      None.
         (b)      None.

(3)      SEC Use Only

(4)      Source of Funds

              The  securities   reported  herein  were  acquired  by  the  named
         individuals upon  incorporation in August,  1997 and as payment in lieu
         of compensation during 1998.

(5) Check if Disclosure of Legal  Proceedings is Required Pursuant to Items 2(d)
or 2(e)

         None.

(6)      Citizenship or Place of Organization

               Messrs. Leon Toups, Mark Clancy and Michael Toups are all natural
          citizens of the United States.

(7) - (11) Number of Shares

                        (7)         (8)       (9)        (10)         (11)
                Sole Voting  Shared Voting    Sole      Shared Aggregate Amount
                    Power       Power      Dispositive Dispositive Beneficially
                Beneficially   by Each       Power       Power    Owned by each
                   Owned      Reporting                        Reporting Person
                               Person
Leon H. Toups       4,006,680     0        4,006,680       0        4,006,680
Mark C. Clancy      2,383,340     0        2,383,340       0        2,383,340
Michael P. Toups    2,383,340     0        2,383,340       0        2,383,340
Jerry Kammerer      1,660,000     0        1,660,000       0        1,660,000


(12)     Check if the Aggregate Amount in Row (11) Excludes Certain Shares

              No share rights were excluded from row 11.

(13)     Percent of Class Represented by Amount in Row (11)

              55%

(14)     Type of Reporting Person (See Instructions)

         Leon Toups - IN, HC 
         Mark  Clancy - IN, HC
         Michael  Toups - IN, HC 
         Jerry Kammerer - IN

Item 1  Security and Issuer

         Title of the class of equity securities:              Common

         Name and address of principal executive offices:7887 Bryan Dairy Road,
                                                         Suite 101, Largo,
                                                         Florida 33777

Item 2 - Identify and Background

         Name                  Principal
         Residence            Occupation           1        2       Citizenship
         ---------            ----------           -        -       -----------

         Leon H. Toups      President, CEO        None     None        USA
         418 Harbor Drive  Toups Technology
         Largo, Fl 33770

         Mark C. Clancy        Executive VP        None    None        USA
         4706 Barrett Court  Toups Technology        
         Tampa, Fl 33617

         Michael P. Toups       VP, Finance        None     None        USA
         400 Palm Ave        Toups Technology
         Largo, Fl 33770

         Jerry Kammerer          Unemployed         None     None       USA

          1.   "None" means during the last five years, such person has not been
               convicted in a criminal proceeding  (excluding traffic violations
               or similar misdemeanors);

         2.     "None"  means during the last five years,  the named  individual
                was  not  a  party  to  a  civil  proceeding  of a  judicial  or
                administrative  body of competent  jurisdiction nor is the named
                individual  subject  to  a  judgement,  decree  or  final  order
                enjoining  future  violations  of, or  prohibiting  or mandating
                activities  subject  o,  federal  or  state  securities  laws or
                finding any violation with respect to such laws.

Item 3 - Source and Amount of Fund or Other Consideration

              Shares  were  issued  at   inception  at  par  value  in  lieu  of
consideration.

Item 4  - Purpose of Transaction

              All named individuals  included in this report received all common
         shares  in  lieu of  compensation.  There  are no  plans  or  proposals
         applicable to the reporting persons which relate to or would result in:

          a.   The  acquisition  by any person of  additional  securities of the
               issuer, or the disposition of securities of the issuer;

         b.   An  extraordinary   corporate  transaction,   such  as  a  merger,
              reorganization or liquidation,  involving the issuer or any of its
              subsidiaries;

          c.   A sale or transfer  of a material  amount of assets of the issuer
               or any of its subsidiaries;

         d.   Any change in the present  board of directors or management of the
              issuer,  including  any plans or proposals to change the number or
              term of directors or to fill any existing vacancies on the board;

          e.   Any  material  change in the present  capitalization  or dividend
               policy of the issuer;

         f.   Any other  material  change in the issuer's  business or corporate
              structure,  including  but not  limited  to,  if the  issuer  is a
              registered  closed-end  investment company, any plans or proposals
              to make any changes in its  investment  policy for which a vote is
              required by Section 13 of the Investment Company Act of 1940;

         g.   Changes   in  the   issuer's   charter,   bylaws  or   instruments
              corresponding  thereto  or other  actions  which  may  impede  the
              acquisition of control of the issuer by any person;

         h.   Causing a class of  securities of the issuer to be delisted from a
              national  securities  exchange or to cease to be  authorized to be
              quoted  in  an  inter-dealer  quotation  system  of  a  registered
              national securities association;

         i.   A class of equity  securities of the issuer becoming  eligible for
              termination of  registration  pursuant to Section  12(g)(4) of the
              Act; or

         j. Any action similar to any of those enumerated above.

Item 5 - Interest in Securities of the Issuer.

         a.      As of December 31, 1998, th4e Registrant has 18,794,258  common
                 shares of which 55% (fifty-five  percent) is represented by the
                 reporting persons named in Item 1.

         b.      Individual    Sole Voting Power         Shared Voting Power

                 Leon Toups         4,006,680                     0
                 Mark Clancy        2,383,340                     0
                 Michael Toups      2,383,340                     0
                 Jerry Kammerer     1,660,000                     0

          c.   Since inception of the Company in July 1997, Messrs., Leon Toups,
               Mark Clancy and Michael Toups have not engaged in any resales nor
               received  shares  of the  registrant  not  reported  herein.  The
               following relates to resales which are known by the Company which
               were executed exclusively for Mr. Jerry Kammerer. The Company was
               not involved in nor participated with any of Mr. Kammerer's sales
               of stock:

                      1.  Jerry Kammerer

                      2.  November 22, 1998 - present

                      3.  180,000 Shares

                      4.  Ranging from $1.875 - $2.00

                    5.   Shares were sold through the over-the-counter  bulletin
                         board

                      6.  Not applicable

                      7.  Not applicable

Item 6 - Contracts,  Arrangements,  Understandings or Relationships With Respect
         to Securities of the Issuer.

         Not applicable.

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                 January 28, 1998
Signature            S/S LEON H. TOUPS
Name/Title           Leon H. Toups, President and Chief Executive Officer

Date                 January 28, 1998
Signature            S/S MARK CLANCY
Name/Title           Mark C. Clancy, Executive Vice President

Date                 January 28, 1998
Signature            S/S MICHAEL P. TOUPS
Name/Title:          Michael P. Toups, Vice President, Finance



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