<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
GAP INSTRUMENT CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
364766 10 5
(CUSIP Number)
Stephen W. Wilk, Esq., 160 Broadway, New York, NY 10038 (212) 267-7992
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 26, 1997
(Date of Event which Requires the 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 the statement [ ]. (A fee is
not required only if the reporting person: (1) has 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 cove 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 364766 10 5 PAGE 2 OF 4 PAGES
---------------- --- ---
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
JAMES EDWARDSON
Check the Appropriate Box if a Member of a Group* (a) [ ]
2 (b) [ ]
SEC Use Only
3
Source of Funds*
4 OO, PF
Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
5
Citizenship or Place of Organization
6 US
NUMBER OF Sole Voting Power
SHARES 7: 341,595,055 Shares
BENEFICIALLY
OWNED BY Shared Voting Power
EACH 8: 69,313,682 Shares
REPORTING
PERSON Sole Dispositive Power
WITH 9: 341,595,055
Shared Dispositive Power
10: 69,313,682 Shares
Aggregate Amount Beneficially Owned By Each Reporting Person
11 410,908,737 shares includes 21,595,055 shares owned by a third person
that the Reporting Person has a right to acquire, 34,816,950 shares
owned by Advanced Logic Resources, Inc. and 34,496,732 shares owned by
Eloco, Inc. Reporting Person is President and a director of those
companies.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
12
Percent of Class Represented by Amount in Row (11)
13 93.84%
Type of Reporting Person*
14 IN
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PAGE 3 of 4 PAGES
ITEM 1. SECURITY AND ISSUER
Common Stock of Gap Instrument Corp., 100 Horse Block Road, Yaphank, NY
11980.
ITEM 2. IDENTITY AND BACKGROUND
a. James Edwardson
b. 244 Mill Road, Yaphank, NY 11980.
c. CEO and a director of Issuer.
d. none
e. none
f. U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 320,000,000 shares were issued to the Reporting Person by the
Issuer for services rendered and valued and at par value $.00001 per
share. Personal Funds will be used to acquire the shares which the
Reporting Person has the right to acquire.
ITEM 4. PURPOSE OF TRANSACTION
The 320,000,000 shares which were acquired gave control of the Issuer
to the Reporting Person in his individual capacity and the shares were
also acquired for investment.
a. Additional securities may be purchased for investment.
b. no
c. no
d. no
e. no
f. no
g. no
h. no
i. no
j. no
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PAGE 4 of 4 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER
a. 410,908,737 shares - 93.84% (includes 21,595,055 shares that
the Reporting Person has the right to acquire from a third
party, 34,816,950 shares owned by Advanced Logic Resources,
Inc. and 34,496,732 shares owned by Eloco, Inc.
b. The reporting person has sole voting and dispositive power
over 341,595,055 (which includes the 21,595,055 shares that
the Reporting Person has the right to acquire) and has shared
voting and dispositive power of 34,816,950 shares owned by
Advanced Logic Resources, Inc. and 34, 496,732 shares owned by
Eloco, Inc. Reporting Person is the President and a director
of those companies.
c. On June 26, 1997 the Issuer issued 320,000,000 shares for
services rendered.
d. not applicable
e. not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
See answer to item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Dated: July 9 , 1997
/s/ JAMES EDWARDSON
-----------------------------
JAMES EDWARDSON
5
<PAGE> 5
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
GAP INSTRUMENT CORP.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
364766 10 5
(CUSIP Number)
Stephen W. Wilk, Esq., 160 Broadway, New York, NY 10038 (212) 267-7992
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 1993
(Date of Event which Requires the 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 the statement [ ]. (A fee is
not required only if the reporting person: (1) has 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 cove 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).
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 364766 10 5 PAGE 2 OF 4 PAGES
----------------- --- ---
Name of Reporting Person
1 S.S. or I.R.S. Identification No. of Above Person
JAMES EDWARDSON
Check the Appropriate Box if a Member of a Group* (a) [ ]
2 (b) [ ]
SEC Use Only
3
Source of Funds*
4 N/A
Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
5
Citizenship or Place of Organization
6 US
NUMBER OF Sole Voting Power
SHARES 7:
BENEFICIALLY
OWNED BY Shared Voting Power
EACH 8: 1,510,000 Shares
REPORTING
PERSON Sole Dispositive Power
WITH 9:
Shared Dispositive Power
10: 1,510,000 Shares
Aggregate Amount Beneficially Owned By Each Reporting Person
11 1,510,000 shares owned by Advanced Logic Resources, Inc. (510, shares)
and Eloco, Inc. (1,000,000 shares.)
Reporting Person is President and a director of those companies.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
12
Percent of Class Represented by Amount in Row (11)
13 38.38%
Type of Reporting Person*
14 IN
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PAGE 3 OF 4 PAGES
ITEM 1. SECURITY AND ISSUER
Common Stock of Gap Instrument Corp., 100 Horse Block Road, Yaphank, NY
11980.
ITEM 2. IDENTITY AND BACKGROUND
a. James Edwardson
b. 244 Mill Road, Yaphank, NY 11980.
c. CEO and a director of Issuer.
d. none
e. none
f. U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
The shares were acquired for investment.
a. Additional securities may be purchased for investment.
b. no
c. no
d. no
e. no
f. no
g. no
h. no
i. no
j. no
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PAGE 4 OF 4 PAGES
ITEM 5. INTEREST IN SECURITIES OF ISSUER
a. 1,510,000 shares - 38.38% (includes 510,000 shares owned by
Advanced Logic Resources, Inc. and 1,000,000 shares owned by
Eloco, Inc.)
b. The reporting person has shared voting and dispositive power
of 1,510,000 shares owned by Advanced Logic Resources, Inc.
and Eloco, Inc. Reporting Person is the President and a
director of those companies.
c. July 1993, Advanced Logic Resources, Inc. and Eloco Inc.
acquired their shares from the Issuer 510,000 shares and
1,000,000 shares respectively, for the forgiveness of loans
made to the Issuer of $25,000 and $50,000 respectively.
d. not applicable
e. not applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See answer to item 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
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.
Dated: July 9 , 1997
/s/ JAMES EDWARDSON
----------------------------
JAMES EDWARDSON
