U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1996
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
For the transition period from _______________ to _______________
Commission File No. 0-12240
NOTE BANKERS OF AMERICA, INC.
(Name of Small Business Issuer in its Charter)
TEXAS 84-0882076
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
770 S. Post Oak Lane Suite 690
Houston, Texas 77056
(Address of Principal Executive Offices)
Issuer's Telephone Number: (713) 840-0230
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
(1)Yes /X/ No / / (2) Yes /X/ No / /
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by court.
Yes /X/ No / /
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date:
November 15, 1996
Common Voting Stock - 22,430,000
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Company, essentially dormant prior to the subject quarter, was
engaged in a reorganization during the subject quarter consisting of the
acquisition of Private Mortgage Bankers, Inc. ("PMB") and its wholly owned
subsidiaries. See the Form 8-K Current Report dated September 3, 1996 and
Form 8-K/A Amendment No. 1 dated November 4, 1996 filed on behalf of the
Company. As a result of the required accounting relating to this transaction,
a delay in finalizing financial statements has ensued. The Company will file
financial statements by amendment at the earliest possible date.
Item 2.Management's Discussion and Analysis or Plan of Operation.
To be filed by amendment.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None; not applicable.
Item 2.Changes in Securities.
None; not applicable.
Item 3.Defaults Upon Senior Securities.
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
A special meeting of shareholders of Note Bankers of America, Inc.
f/k/a General Genetics Corporation was held at 770 S. Post Oak Lane, Suite
690, Houston, Texas 77056 on August 30, 1996. The following matters were
voted upon:
1.Proposal to increase authorized capital from 5,000,000 Common Shares
par value $.001 to 500,000,000 Common Shares par value $.001:
For: Against: Abstain: Not Voted:
3,825,541 2,200 600 17,295
2. Proposal to approve a change in the authorized capital of the company
by adding (a) 100 million Preferred Class A shares, (b) 50 million Preferred
Class B shares, and (c) 150 million warrants to purchase common stock.
For: Against: Abstain: Not Voted:
2,728,318 2,400 1,600 1,113,318
3. Proposal to approve the purchase of 100% of the outstanding shares in
Private Mortgage Bankers, Inc. in exchange for 406,260,000 pre-reverse split
shares of General Genetics Corporation.
For: Against: Abstain: Not Voted:
2,728,718 1,700 1,900 1,113,318
4. Proposal to approve a 20 old for 1 new share consolidation.
For: Against: Abstain: Not Voted:
3,795,166 2,600 600 47,270
5.Election of Directors:
For: Withheld:
Allen E. Myers 3,843,236 2,400
E. Donald DeYoung 3,843,236 2,400
Louis J. Blenderman 3,843,236 2,400
6. Proposal to appoint Hein + Associates LLP Certified Public
Accountants and Consultants as the auditor for the enduing year and to
authorize the Directors to fix the remuneration of the auditor.
For: Against: Abstain:
3,843,036 1,100 1,500
7. Proposal to approve a name change for the Company from General Genetics
Corporation to Note Bankers of America, Inc.
For: Against: Abstain:
3,841,636 2,000 2,000
8.Proposal to merge General Genetics Corporation into its wholly owned
subsidiary Note Bankers of America, Inc. for the purpose of changing the
company's name and changing its state of domicile.
For: Against: Abstain:
3,841,636 2,000 2,000
Item 5.Other Information.
On September 15, 1996, Note Bankers of America, Inc. f/k/a General
Genetics Corporation (the "Registrant") consummated an exchange (the
"Exchange") of securities with Private Mortgage Bankers, Inc. ("PMB")
pursuant to which control of the Registrant shifted to Allen E. Meyers and E.
Donald DeYoung, the principal shareholders (the "Principal Shareholders") of
PMB. 20, 313,000 shares of the Registrant's "unregistered" and "restricted"
common stock was issued to the holders of stock interests in PMB. Such shares
were issued in exchange for common stock of PMB held by the Principal
Shareholders and representing an aggregate of 100% of the outstanding common
stock of PMB at the time of Exchange. 1,529,000 of these shares were conveyed
to certain consultants retained by the PMB shareholders to assist in the
Exchange. Messrs. Meyers and DeYoung each received 9,392,000 shares of
common stock of the Registrant pursuant to the Exchange, representing
approximately 42.6% each of the outstanding stock of the registrant following
the Exchange.
Pursuant to the terms of the Exchange, Messrs. Allen E. Meyers, E.
Donald DeYoung and Louis Blenderman were elected to the board of directors of
the Registrant, each of whom were nominees designated by PMB.
Upon completion of the Exchange NBA had a total of 21,790,000 of its
$.001 par value per share common stock issued and outstanding, of which a
total of 18,784,000 shares or 86.1% are held by the PMB Shareholders and
2,906,000 were held by non-PMB shareholders.
PMB is a Texas corporation in the business of purchasing discounted
real estate mortgage notes. PMB has a wholly owned subsidiary, Life Today,
Inc. ("LTI"), a Texas corporation, that is a multi-state registered viatical
settlement broker in the purchase of the death benefit of life insurance
policies from terminally ill individuals ("viatical settlements").
In connection with the completion of the Exchange, at a special
meeting of GGC shareholders held on August 30, 1996, the shareholders approved
the Exchange; approved and ratified the increase of authorized common shares
to 500,000,000 shares; approved creation of 150,000,000 "blank check"
preferred shares; approved the 1 for 20 reverse split of its outstanding
common stock; and authorized the merger of GGC into Note Bankers of America,
Inc., a wholly owned Texas subsidiary, for the purpose of changing the
company's name and changing its state of domicile to Texas. At a meeting held
on August 30, 1996 immediately after the shareholder meeting, the newly
elected board of directors approved the issuance of all shares necessary to
effect the Exchange and approved the 1 for 20 reverse stock split effective
the opening of business September 25, 1996. The merger of GGC into its wholly
owned subsidiary, Note Bankers of America, Inc., was effected September 24,
1996 with the simultaneous filing of certificates of merger in Texas and
Delaware. Pursuant to the Merger, each post-reverse split common share o GGC
is to be exchanged for one common share of NBA, so that the capitalization of
NBA is the same as post-reverse split GGC. As of the opening of business
September 25, 1996 NBA traded in the over-the-counter market and was quoted in
the National Association of Securities Dealers Inter-dealer Quotation
("NASDAQ") system giving effect to the 1 for 20 reverse stock split under the
name Note Bankers of America, Inc., NASDAQ symbol "NBAI", and under the new
cusip number 669 75L 105.
Giving effect to the consummation of the Exchange, the reverse stock
split of GGC, the merger of GGC into NBA, and subsequent private placements,
there are currently 22,430,000 shares outstanding in NBA.
Item 6.Exhibits and Reports on Form 8-K.
(a)Exhibits.
27 Financial Data Sheet (1)
(1)To be filed by amendment.
(b)Reports on Form 8-K.
The Company filed one report on Form 8-K during the quarter
ended September 30, 1996 and an amendment designated Amendment No. 1 to that
report. The original report, dated September 3, 1996, and Amendment No. 1
thereto dated November 4, 1996, provided the details of the Company's change
in control and consummation of the share exchange with PMB and matters related
thereto. These reports are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOTE BANKERS OF AMERICA, INC.
Date: November 26, 1996 By /S/ E. Donald DeYoung
------------------- ------------------------------
E. Donald DeYoung, Director
President
Date: November 26, 1996 By /S/ Allen E. Myers
------------------- ------------------------------
Allen E. Myers, Director
CEO
Date: November 26, 1996 By /S/ Louis J. Blenderman
------------------- ------------------------------
Louis J. Blenderman, Director
