UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)*
CONTINENTAL HERITAGE CORPORATION
(Name of Issuer)
Common Stock, Par Value $.10 Per Share
(Title of Class of Securities)
211478 10 2
(CUSIP Number)
Allan Salovin, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7916
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 27, 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 240.13d-1(e), 240.13d-1(f) or 240.13.d-1(g), check
the following box: [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filed 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 (the "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)
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Robert Bray
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS (See Instructions)
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
550,000
8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
550,000
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
550,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
14. TYPE OF REPORTING PERSON (See Instructions)
IN
ITEM 1: SECURITY AND ISSUER:
1(a) Common Stock, $.10 per share par value
1(b) Continental Heritage Corporation (the "Issuer"),
2140 America's Cup Circle, Las Vegas, Nevada 89117
ITEM 2: IDENTITY AND BACKGROUND:
2(a) Robert Bray
2(b) 2140 America's Cup Circle, Las Vegas, Nevada 89117
2(c) Director and Secretary of Continental Heritage Corporation,
2140 America's Cup Circle, Las Vegas, Nevada 89117.
2(d) None
2(e) None
2(f) United States Citizen
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Common Stock of the Issuer was acquired as a result of the acquisition by
the Issuer of all of the outstanding stock of Encore International, Inc., a
Nevada corporation ("Encore). Reporting Person was a shareholder, officer and
director of Encore. Reporting Person's shares in Encore were exchanged for
Issuer's Common Stock at a ratio of 550:1. Encore is not, and has never been, a
publicly traded entity.
ITEM 4: PURPOSE OF TRANSACTION
As stated in Item 3, Reporting Person acquired the Issuer's Common Stock as a
result of the acquisition of all of the outstanding shares of Encore by Issuer.
Reporting Person does not intend to acquire any additional securities of the
Issuer at this time, nor are any sales, transfers or extraordinary corporate
transactions contemplated. As a condition of the acquisition, the current
Board of Directors of the Issuer resigned and appointed Reporting Person and
two other directors of Encore to the Board of Directors of the Issuer. No
additional plans to alter the present board of directors, charter, bylaws or
corresponding instruments are contemplated and no material change in the
Issuer's present capitalization or dividend policy will occur as a result of
this acquisition. Issuer's securities are not presently listed on any exchange
or quotation system nor have they been actively traded during the past several
years. This acquisition will not result in any class of the Issuer's
securities being be delisted or ceasing to be authorized to be quoted in any
inter- dealer quotation system. This acquisition will not result in any class
of Issuer's equity securities becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act nor is any action similar to those
listed above contemplated.
The sole purpose of the transaction was to make Encore a wholly owned
subsidiary of the Issuer and to conduct the proposed business of Encore as such
subsidiary.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) According to Issuer's most recent 10-Q, it had 1,373,860 shares of
Common Stock outstanding as of July 31, 1998. An additional 5,500,000 shares
were issued in connection with the acquisition described in Item 3, giving
Issuer a total of 6,873,860 shares outstanding as of November 27, 1998.
Reporting Person received 550,000 shares in the acquisition, giving him 8.0% of
the Issuer's outstanding Common Stock as of November 27, 1998.
5(b) Reporting Person has sole power to vote and sole dispositive power
over 550,000 shares.
5(c) Other than the acquisition of 550,000 shares which is the subject of
this report, no other transactions concerning Issuer's securities have been
effected by Reporting Person within the last 60 days.
5(d) No person other than Reporting Person is entitled to receive or
direct the receipt of dividends from the subject securities.
5(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Pursuant to a Stock Exchange Agreement (the "Agreement") between the Issuer
and the holders of all of the outstanding shares of Common Stock of Encore
dated November 27, 1998, the Issuer acquired all of the outstanding Common
Stock of Encore in exchange for an initial issue of 5,500,000 shares of the
Issuer's Common Stock (the "Transaction"). The Agreement additionally provides
for the issuance of an additional 2,000,000 shares of Common Stock as follows:
(i) 1,000,000 shares to be issued if the consolidated net revenues of the
Issuer are at least $8,000,000 for the twelve month period commencing March 1,
1999; and (ii) 1,000,000 shares if the consolidated net revenues of the Company
are at least $15,000,000 (on a non- cumulative basis) for the twelve month
period commencing March 1, 2000. Reporting Person, Steve Gould, Lee Kaplan and
Gerald M. Holland were the holders of all of the outstanding shares of Common
Stock of Encore and, assuming the Issuer's net revenues meet the levels
specified in the Agreement, will receive the additionally issued shares in
proportion to their previous holdings in Encore.
Although the Reporting Person acted together with the other shareholders of
Encore in entering into the Agreement, the Reporting Person disclaims that such
action constitutes membership in a group that has been formed for the purpose
of acquiring, holding, disposing or voting equity securities of the Issuer.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
Stock Exchange Agreement dated as of November 27, 1998
(Incorporated by reference from exhibit 99.1 to Continental Heritage
Corporation's Form 8-K filed with the Commission on December 8, 1998).
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 Signature
Robert Bray
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
this 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 an any title of each person who signs the statement shall be typed or
printed beneath his signature.
