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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __________)*
iGENISYS, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
45169N 10 1
____________________________________
(CUSIP Number)
CLIFFORD L. NEUMAN, P.C., 1507 PINE STREET, BOULDER, COLORADO 80302
(303) 449-2100
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 2, 2000
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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 [ ].
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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).
(Continued on following page(s))
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SCHEDULE 13D
CUSIP NO. 45169N 10 1
___________________________________________________________________________
(1) Names of Reporting Persons, S.S. or I.R.S. Identification Nos. of Above
Persons
Carylyn K. Bell
___________________________________________________________________________
(2) Check the Appropriate Box if a Member (a) [ ]
of a Group* (b) [ ]
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds*
___________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
___________________________________________________________________________
(6) Citizenship or Place of Organization
___________________________________________________________________________
Number of Shares (7) Sole Voting Power
Beneficially Owned 6,682,571
by Each Reporting _____________________________________________
Person With (8) Shared Voting Power
_____________________________________________
(9) Sole Dispositive Power
6,682,571
_____________________________________________
(10) Shared Dispositive Power
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
6,682,571 shares
___________________________________________________________________________
(12) Check if the Aggregate Amount in the Row (11) Excludes Certain
Shares* [ ]
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
61.2%
___________________________________________________________________________
(14) Type of Reporting Person*
___________________________________________________________________________
*SEE INSTRUCTION BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the $.001 par value common stock of
iGeniSys, Inc., a Colorado corporation (the "Issuer"). The name and
address of the principal executive offices of the Issuer are as
follows:
iGeniSys, Inc.
654 North Belt East, Suite 310
Houston, Texas 77060
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by the following individual:
Carylyn K. Bell
2750 East Cedar Avenue
Denver, Colorado 80209
Mrs. Bell is a Director of the Issuer. Mrs. Bell acquired the
shares of the Issuer for investment. Mrs. Bell has not been
convicted within the last five years in a criminal proceeding or
been subject to judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws. Mrs. Bell is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mrs. Bell acquired shares of the Issuer in connection with a
business combination under the terms of an Agreement dated March
1999 pursuant to which the Issuer acquired 100% of the issued and
outstanding shares of common stock of GeniSys Information Systems,
Inc., a Texas corporation.
Mrs. Bell may make further purchases of the Issuer's securities out
of personal funds.
ITEM 4. PURPOSE OF TRANSACTION
Mrs. Bell acquired the Issuer's securities as part of the business
combination. Mrs. Bell may acquire additional securities of the
Issuer or dispose of such securities.
Mrs. Bell acquired securities of the Issuer in a transaction that
resulted in a change in control of management. Mrs. Bell does not
have any current plans to effectuate any further change in control
of management nor does she contemplate any extraordinary corporate
transactions, sale of assets, changes in capitalization or similar
acts.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mrs. Bell is the beneficial owner of
6,682,571 shares of the Issuer's common stock. In addition, Mrs.
Bell's husband, J. Daniel Bell, is the beneficial owner of 10,000
shares of Class B Common Stock of the Issuer and 32,191 of Class A
Common Stock of the Issuer. The 10,000 shares of Class B Common
Stock of the Issuer beneficially owned by J. Daniel Bell gives him
the voting power to elect a majority of the Issuer's Board of
Directors.
Of the shares of Class A Common Stock of the Issuer beneficially
owned by Mrs. Bell, 500,000 shares are held by Mrs. Bell as
Custodian of Caitlyn Ann Bell, Christopher Ryan Bell, Henry Daniel
Bell, Ian Gregory Bell and Kathleen Ann Bell under the Colorado
Uniform Transfers to Minors Act. In addition, 3,032,221 shares are
held of record by McCandish, LLC, a limited liability company of
which Mrs. Bell is a Manager and controlling person. Mrs. Bell
exercises the sole voting and investment power with respect to the
shares held as Custodian as well as the shares held in the name of
McCandish, LLC.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Mrs. Bell is currently a Director of the Issuer.
In addition, Mrs. Bell has had the following material arrangements
with the Issuer:
* Mrs. Bell previously provided working capital through a
factoring line of credit and revolving line of credit which
reached a maximum principal amount of $400,000, until repaid in
May of 1999 when the issuer obtained a credit arrangement with
a commercial financing source.
* Mrs. Bell currently provides us a factoring line of credit for
the Issuer's receivables in the maximum amount of $750,000.
Mrs. Bell receives a 2% fee on all factored receivables,
together with interest at the rate of prime plus 2%. She uses
draws from the Guaranty Bank line of credit to fund the
advances, on which she pays interest at the rate of prime plus
1%. As of June 30, 2000, the outstanding balance due to Mrs.
Bell under this factoring arrangement was approximately
$533,000.
* Mrs. Bell has provided numerous loans to the Issuer which, as
of the date of this prospectus, total $102,163. In July, 2000,
the Issuer agreed to issue to Mrs. Bell a convertible
promissory note for $102,163 of these loans due in July 2001
and convertible at $.50 per share.
* Mrs. Bell arranged for a $100,000 loan for the Issuer at a
financial institution and the loan is secured by a $100,000
certificate of deposit owned by Mrs. Bell.
* Mrs. Bell is the principal owner of our transfer agent,
Corporate Stock Transfer, Inc.
* The Issuer uses office space provided by Corporate Stock
Transfer, Inc. in its Denver, Colorado offices and pay rent of
$1,500 for this space and administrative services.
* The Issuer has agreed to pay $3,000 per month for financial
advisory services to McCandish Partners, a company owned by
Mrs. Bell which has been accrued, and as of June 30, 2000 is
$87,000.
* Mrs. Bell is a co-borrower under the Issuer's credit line with
Guaranty Bank & Trust Company in the amount of $750,000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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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.
November 6, 2000
_____________________________________________
(Date)
/s/ Carylyn K. Bell
_____________________________________________
(Signature)
Carylyn K. Bell, Director
_____________________________________________
(Name/Title)
