FAYBER GROUP INC
SC 13D/A, 2000-11-09
NON-OPERATING ESTABLISHMENTS
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                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                          Commission File No.: 0-30999

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934


                               FAYBER GROUP, INC.
                                (Name of Issuer)


                                     Common
                         (Title of Class of Securities)


                                      None
                                 (Cusip Number)


M.A. Littman, 7609 Ralston Road, Arvada, CO  80002 (303) 422-8127
-----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

                               September 12, 2000
                             ----------------------
             (Date of Event which Requires Filing of this Statement)


         If the filing person has previously  filed a statement  Schedule 13G to
report the acquisition  which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13-d(b)(3) or (4), check the following box / /.

         Check the following box if a fee is being paid with the statement  /X/.
(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)


<PAGE>


                                  SCHEDULE 13D



CUSIP NO.: None                                                Page 1 of 5 Pages


1.       Name of Reporting Person and
         S.S. or I.R.S. Identification No.

a)       M.A. Littman

2.       Check the Appropriate Box if A Member of a Group*

         a /  /
         b /  /

3.       SEC Use Only


4.       Source of Funds

         NA

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

         /  /

6.       Citizenship or Place of Organization

         USA

7.       Sole Voting Power


a)       3,675,000

8.       Shared Voting Power

         0

9.       Sole Dispositive Power

         3,675,000

10.      Shared Dispositive Power

         0

11.      Aggregate Amount Beneficially Owned by Each Reporting Person

         3,675,000 (M.A. Littman)

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

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

         19.68% @ May 3, 2000

14.      Type of Reporting Person

         a)IN

Item 1.  Security & Issuer

         This  statement  relates to common  shares of Fayber Group,  Inc.,  234
Columbine, # 300-B, Denver, CO 80206.

Item 2.

I.       a.       M.A. Littman

         b.       7609 Ralston Road, Arvada, CO  80002

         c.       Occupation - attorney

         d.       The reporting  person has not during the last five years been
                  convicted in a criminal proceeding (excluding traffic
                  violations).

         e.       The  reporting  person has not during the last five years been
                  subject  to or  party  to a  civil  proceeding  regarding  any
                  violation  of state or federal  securities  laws,  nor has any
                  judgment,  decree  or order of any type been  entered  against
                  reporting person.

         f.       Citizenship: USA

Item 3.  Source and Amount of the Funds


Item 4.  Purpose of the Transaction

         Not  Applicable  - This is an initial  filing  after Form 10SB  becomes
effective.


<PAGE>



Item 5.  Interest in Securities of the Issuer

         a.       3,675,000  common shares (%) of Fayber Group,  Inc. are owned
                  beneficially and of record by M.A. Littman.

         b.       M.A. Littman has sole power to vote and dispose of 3,675,000
                  shares of common stock.

         c.       M.A. Littman had no transactions in issuer's shares in the 60
                  days prior to date hereof.

         d.       Not Applicable

         e.       Not Applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
--------------------------------------------------------------------------------
         Not Applicable

Item 7.  Exhibits

        None


<PAGE>



                                    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.


                                  /s/ M.A. Littman
Dated: October 9, 2000            --------------------------------
                                  M.A. Littman




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