UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. )(1)
Goddard Industries, Inc.
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(Name of Issuer)
Common Stock, $___ par value
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(Title of Class of Securities)
380262105
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(CUSIP Number)
(1) 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 the 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 ("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. 380262105
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stanley A. Goldstein
###-##-####
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2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Citizenship or Place of Organization
USA
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5 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 117,500
Person --------------------------------------------------------------
With 7 Sole Dispositive Power
--------------------------------------------------------------
8 Shared Dispositive Power
117,500
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
117,500
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
11 Percent of Class Represented By Amount in Row (9)
5.7%
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12 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
<PAGE>
CUSIP No. 380262105
- --------------------------------------------------------------------------------
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Audrey I. Goldstein
###-##-####
- --------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |_|
- --------------------------------------------------------------------------------
3 SEC Use Only
- --------------------------------------------------------------------------------
4 Citizenship or Place of Organization
USA
- --------------------------------------------------------------------------------
5 Sole Voting Power
Number of
Shares
Beneficially --------------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 117,500
Person --------------------------------------------------------------
With 7 Sole Dispositive Power
--------------------------------------------------------------
8 Shared Dispositive Power
117,500
- --------------------------------------------------------------------------------
9 Aggregate Amount Beneficially Owned by Each Reporting Person
117,500
- --------------------------------------------------------------------------------
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares |_|
- --------------------------------------------------------------------------------
11 Percent of Class Represented By Amount in Row (9)
5.7%
- --------------------------------------------------------------------------------
12 Type of Reporting Person
IN
- --------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 5 pages
<PAGE>
Item 1.
(a) Name of Issuer: Goddard Industries
(b) Address of Issuer's Principal Executive Offices: 705
Plantation St. Worchester Mass. 01615
Item 2.
(a) Name of Person Filing: Audrey I. Goldstein
(b) Address of Principal Business Office: 2 No. Montgomery Avenue,
Atlantic City, N.J. 08401
(c) Citizenship: U.S.
(d) Title of Class of Securities: Common
(e) CUSIP Number: 380262105
Item 3. If this statement is filed pursuant to ss. 240.13d-1(b), or N.A.
240.13d-2(b) or (c), check whether the person filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Act
(15 U.S.C. 78c).
(b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
(c) |_| Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) |_| Investment company registered under section 8 of the
Investment Company Act (15 U.S.C. 80a-8).
(e) |_| An investment adviser in accordance with ss.
240.13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance
with ss. 240.13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance
with ss. 240.13d-1(b)(1)(ii)(G);
(h) |_| A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) |_| A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
Page 3 of 5 pages
<PAGE>
(j) |_| Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J)
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 117,500
(b) Percent of Class: 5.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
(ii) shared power to vote or to direct the vote:
(iii) sole power to dispose or to direct the disposition of:
(iv) shared power to dispose or to direct the disposition of:
Instruction. For computations regarding securities which represent a right
to acquire an underlying security see ss. 240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following |_|.
Instruction: Dissolution of a group requires a response to this item.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
Item 7. Identification and Classification of the Subsidiary which Acquired the
Security Being Reported on By the Parent Holding Company.
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss. 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss. 240.13d-1(c) or ss. 240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating
the date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
Item 10. Certification.
(a) The following certification shall be included if the statement is
filed pursuant to ss. 240.13d-1(b)
Page 4 of 5 pages
<PAGE>
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of and with the
effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to ss. 240.13d-1(c):
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of and with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
such purpose or effect.
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.
April 13, 1998
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Date:
By: /s/ Stanley A. Goldstein
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Stanley A. Goldstein
By: /s/ Audry Goldstein
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Audry Goldstein
Private Investor
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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
the 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 and any title of each person who signs the statement shall be typed or
printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 13d-7 for other parties
for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
Page 5 of 5 pages
