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OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. _______)*
ZapMe! Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
98912E 10 0
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(CUSIP Number)
December 31, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/X/ 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). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE
FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
Page 1 of 5 pages
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CUSIP No. 98912E 10 0
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Michael M. Arnouse
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2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) / /
(b) X
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3. SEC Use Only
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4. Citizenship or Place of Organization United States of America
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Number of Shares
Beneficially 5. Sole Voting Power 5,276,560 (1)
Owned by Each ------------------------------------------------------------
Reporting Person
With: 6. Shared Voting Power -0-
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7. Sole Dispositive Power 5,276,560 (1)
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8. Shared Dispositive Power -0-
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9. Aggregate Amount Beneficially Owned by Each
Reporting Person 5,296,560 (2)
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
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11. Percent of Class Represented by Amount in Row (9): 12%
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12. Type of Reporting Person (See Instructions) IN
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Page 2 of 5 pages
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ITEM 1.
(a) Name of Issuer: ZapMe! Corporation
(b) Address of Issuer's Principal Executive Offices: 545 Madison Avenue,
16th Floor, New York, NY 10022
ITEM 2.
(a) Name of Person Filing: Michael M. Arnouse
(b) Address of Principal Business Office or, if none, Residence: 545
Madison Avenue, 16th Floor, New York, NY 10022
(c) Citizenship: United States of America
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 98912E 10 0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13d-1(b) OR
240.13d-2(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) / / 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 advisor 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 under 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 of beneficially owned: 5,296,560 (2)
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote. 5,276,560 (1)
(ii) Shared power to vote or to direct the vote. -0-
(iii) Sole power to dispose or to direct the
disposition of. 5,276,560 (1)
(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 Sections 240.13d-3(d)(1).
(1) Shares represented are registered to Michael M. Arnouse.
(2) Includes 20,000 shares which may be acquired upon exercise of an
option held by Mr. Arnouse.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Page 3 of 5 pages
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Not applicable.
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.
Page 4 of 5 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set in this statement is true, complete and
correct.
February 10, 2000
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Date
/s/ Michael M. Arnouse
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Signature
Director
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Name/Title
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 ss.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)
Page 5 of 5 pages
