UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Expires: October 31, 1994
Estimated average burden
SCHEDULE 13D hours per form ....14.90
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
FRANKLIN CONSOLIDATED MINING CO., INC.
(Name of Issuer)
COMMON STOCK, $.0l PAR VALUE
(Title of Class of Securities)
35355910
(CUSIP Number)
Anthony DiMatteo, Gems & Minerals Corp.
76 Beaver St., Suite 500, New York City, N.Y. 10005
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 29, 1997
(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-l(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the 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 should 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 19 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).
<PAGE>
CUSIP No. 35355910 Page 1 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO OF ABOVE PERSON
Gems & Minerals Corp.
Island Investment Corporation
Whitey Bear Trust
2. CHECK THE APPROPRATE BOX IF A MEMBER OF A GROUP*
(a) [ ] (b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Gems & Minerals Corp. - Nevada; Island Investment Corporation - Nevada;
Whitey Bear Trust - California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
3,627,577 by each of Gems & Minerals Corp., Island Investment Corp.
and Whitey Bear Trust, see response to Item 5 of this schedule
8 . SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
3,627,577 by each of Gems & Minerals Corp., Island Investment Corp.
and Whitey Bear Trust, see response to Item 5 of this Schedule
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,627,577 by each of Gems & Minerals Corp., Island Investment Corp. and
Whitey Bear Trust, see response to Item 5 of this schedule
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14. TYPE OF REPORTING PERSON*
Gems & Minerals Corp. - CO; Island Investment Corporation - CO; Whitey Bear
Trust - OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDNG EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 4. Purpose of Transaction.
Gems & Minerals Corp. ("Gems") recently sold shares of Franklin
Consolidated Mining Co., Inc. ("Franklin") stock in several transactions. On
January 29, 1997, 600,000 shares of stock were sold for cash for $44,673.51. On
February 11, 1997 several transactions totaling 2,392,158 shares were sold for
cash for $175,000. On February 12, 1997 a total of 2,707,842 shares were sold in
three transactions for notes totaling $230,166.57.
Item 5. Interest in Securities of the Issuer
The reporting person in this Schedule beneficially owns 3,627,577 shares of
common stock, representing approximately 4% of an estimated 91,583,020 issued
and outstanding shares of the Common Stock (based upon 91,583,020 shares of the
Common Stock issued and outstanding as of March 21, 1997). Gems has the sole
right to direct the voting or disposition of 3,627,577 shares of the Common
Stock and to receive or direct the receipt of dividends from or the proceeds
from the sale of, any such shares. Through its ownership of the controlling
interest in Gems (91% of the voting stock), Island has the power to direct Gems'
actions with respect to such shares. Through its ownership of the controlling
interest in Island (91% of the voting stock), the Trust indirectly has the same
power. Such power of the Trust would be exercised by the Trustee in his capacity
as sole trustee of the Trust.
Anthony DiMatteo an officer and director of Gems owns -0- shares of Common
Stock in his own name.
The information setforth in the response to Item 4 above is incorporated
herein by reference.
On February 12, 1997, the reporting person ceased to be the beneficial
owner of more than 5% of the Common Stock.
<PAGE>
EXHIBIT A
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 and hereby agree that this statement is being filed on behalf of Gems,
Island and the Trust.
Date: March 21, 1997 ISLAND INVESTMENT CORPORATION
GEMS & MINERALS CORP.
By /s/ Anthony DiMatteo
-----------------------
Anthony DiMatteo
Secretary & Treasurer of Island
Investment Corporation and
Gems & Minerals Corp.
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 and hereby agree that this statement is being filed on behalf of Gems,
Island and the Trust.
Date: March 21, 1997 WHITEY BEAR TRUST
By /s/ Anthony DiMatteo
-----------------------
Anthony DiMatteo
Trustee
<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.
Date: March 21,1997 ISLAND INVESTMENT CORPORATION
GEMS & MINERALS CORP.
By /s/ Anthony DiMatteo
-----------------------
Anthony DiMatteo
Secretary and Treasurer of Island
Investment Corporation and Gems &
Minerals Corp.
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: March 21, 1997 WHITEY BEAR TRUST
By /s/ Anthony DiMatteo
-----------------------
Anthony DiMatteo
Trustee
