<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
MICHAEL FASULLO
Check the Appropriate Box if a Member of a Group* (a) [ ]
2 (b) [ ]
SEC Use Only
3
Source of Funds*
4 OO
Check Box if Disclosure of Legal Proceedings is Required Pursuant to
5 Items 2(d) or 2(e) [ ]
Citizenship or Place of Organization
6 US
NUMBER OF Sole Voting Power
SHARES 7: 3,000,000 shares
BENEFICIALLY
OWNED BY Shared Voting Power
EACH 8: 34,496,732 Shares
REPORTING
PERSON Sole Dispositive Power
WITH 9: 3,000,000 Shares
Shared Dispositive Power
10: 34,496,732 Shares
Aggregate Amount Beneficially Owned By Each Reporting Person
11 37,496,732 shares includes 3,000,000 owned by Reporting person and
34,496,732 shares owned by Eloco, Inc. Reporting person is a director
of Eloco, Inc.
1,000,000 shares owned by Eloco Inc. Reporting Person is a director of Eloco,
Inc.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
12
Percent of Class Represented by Amount in Row (11)
13 8,56%
Type of Reporting Person*
<PAGE> 3
14 IN
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. Michael Fasullo
b. 68 Old Field Road, Setauket, NY 11733.
c. Assistant Principal Brentwood NY school district, Brentwood,
NY.
d. none
e. none
f. U.S.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The 3,000,000 shares were issued to the Reporting Person by the Issuer
for services rendered and valued and at par value $.00001 per share
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
<PAGE> 4
Page 4 of 4 Pages
ITEM 5. INTEREST IN SECURITIES OF ISSUER
a. 37,496,732 shares - 8.56.41% (includes 34,496,732 shares owned
by Eloco, Inc.
b. The reporting person has sole voting and dispositive power
over 3,000,000 shares and shared voting and dispositive power
of 34,496,732 shares owned by Eloco, Inc. Reporting Person is
a director of Eloco, Inc.
c. On July 24, 1994, June 16, 1996 and June 26, 1997 the Issuer
issued 1,000,000 shares respectively (3,000,000 in aggregate),
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/ MICHAEL FASULLO
----------------------------
MICHAEL FASULLO
<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
MICHAEL FASULLO
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: 1,000,000 Shares
REPORTING
PERSON Sole Dispositive Power
WITH 9:
Shared Dispositive Power
10: 1,000,000 Shares
Aggregate Amount Beneficially Owned By Each Reporting Person
11 1,000,000 shares owned by Eloco Inc. Reporting Person is a director of
Eloco, Inc.
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
12
Percent of Class Represented by Amount in Row (11)
13 25.41%
Type of Reporting Person*
14 IN
<PAGE> 7
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. Michael Fasullo
b. 68 Old Field Road, Setauket, NY 11733.
c. Assistant Principal Brentwood NY school district, Brentwood,
NY.
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. 1,000,000 shares - 25.41% (are owned by Eloco, Inc.)
b. The reporting person has shared voting and dispositive power
of 1,000,000 shares owned by Eloco, Inc. Reporting Person is
a director of Eloco, Inc.
c. July 1993, Eloco Inc. acquired 1,000,000 shares from the
Issuer for the forgiveness of a loan made to the Issuer of
$50,000.
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/ MICHAEL FASULLO
--------------------------
MICHAEL FASULLO
