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