SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D
Under the Securities Exchange Act of 1934
NOTE BANKERS OF AMERICA, INC. (formerly, GENERAL GENETICS CORPORATION)
(Name of Issuer)
COMMON STOCK, $0.001 PAR VALUE
(Title of Class of Securities)
66975l 10 5
(CUSIP Number)
Copy to:
M. Stephen Roberts, Esq.
770 S. Post Oak Lane, Suite 515
Houston, TX 77056
Telephone (713) 961-2696
Facsimile (713) 961-1148
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
September 15, 1996
(Date of Event which Requires Filing 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-l(b)(3) or (4), check the following
space __.
Check the following space if a fee is being paid with the statement _____. (A
fee is not required only if the reporting person: (1) has a 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.)
See Rule 13d-l(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 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>
SCHEDULE 13D
CUSIP No.66975l 10 5
(1)Name Of Reporting Person
Allen E. Myers
(2)Check the Appropriate Box if a Member of a Group*
(a) / /
(b) / /
(3)SEC Use Only
(4)Source of Funds.
PF
(5)Check Box if Disclosure of Legal Proceedings is Required / /
(6)Citizenship or Place of Organization
US
Number of Shares (7) Sole Voting Power 9,392,000
Beneficially Owned (8) Shared Voting Power 125,000
By Each Reporting (9) Sole Dispositive Power 9,392,000
Person With (10) Shared Dispositive Power 0
(11)Aggregate Amount Beneficially Owned by Each Reporting Person.
9,392,000
(12)Check if the Aggregate Amount in row (11) Excludes Certain Shares.
/ /
(13)Percent of Class Represented by Amount in Row (11).
41.9%
(14)Type of Reporting Person.
IN
<PAGE>
SCHEDULE 13D
Item 1.Security and Issuer.
This statement relates to the shares of common stock, $.001 par
value ("Shares") of Note Bankers of America, Inc. (the "Company"). The
address of the Company is 770 S. Post Oak Lane, Suite 690, Houston, TX 77056.
This Schedule 13D is being filed because of certain acquisition of Common
Stock set forth in Item 3 below.
Item 2.Identity and Background.
(a)Allen E. Myers
(b)770 S. Post Oak Lane, Suite 690
Houston, TX 77056
(c)Chairman and CEO, Note Bankers of America, Inc.; President,
Private Mortgage Bankers, Inc. and Private National Mortgage Association,
Inc., and other information required by this Item (c) are furnished in Item 1.
(d)During the last five years, the reporting person identified in
this Item 2 has not: (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction or
as a result of any such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f)US citizen
Item 3.Source and Amount of Funds or Other Consideration.
Pursuant to an Agreement for Exchange of Stock and Plan of
Reorganization dated July 31, 1996 between Issuer and Private Mortgage
Bankers, Inc. ("PMB") and its wholly owned subsidiaries, Issuer agreed to
acquire all of the issued and outstanding stock of PMB, consisting of 40,000
shares of common stock, in exchange for 20,313,000 shares of Issuer (adjusted
for a one for twenty reverse split). The Reporting Person was the beneficial
owner of 20,000 shares of PMB and, after deducting the distribution of
1,529,000 shares of Issuer that were conveyed to certain consultants retained
by the PMB shareholders to assist in the Exchange, was entitled to receive
9,392,000 shares of Issuer in exchange for his common shares of PMB. No part
of the purchase price for these shares is or was represented by borrowed
funds.
Item 4.Purpose of Transaction.
Myers acquired the Shares in a private transaction solely for the
purpose of investment. Depending on various factors which he deems relevant,
the Reporting Person may change any of his intentions, acquire additional
securities of the Issuer, or sell or otherwise dispose of all or any part of
the securities beneficially owned by him, or take any other action with
respect to the Issuer or nay of its equity securities in any manner permitted
by law.
Except as Except as provided in the Exchange Agreement and as
approved by the shareholders on August 30, 1996 as set forth below, Myers, in
his capacity as a beneficial owner of the Shares is not considering any plans
or proposals which relate to or would result in any of the following: (a) the
acquisition by any person of additional securities of Issuer, or the
disposition of securities of Issuer; (b) an extraordinary corporate
transaction, such as a merger, reorganization, or liquidation, involving
Issuer or any of its subsidiaries; (c) a sale or transfer of any material
amount of assets of Issuer or any of its subsidiaries; (d) any change in
Issuer's Board of Directors or management; (e) any material change in the
present capitalization or dividend policy of Issuer; (f) any material change
in Issuer's business, corporate structure, charter or bylaws; (g) any change
which would impede the acquisition of control of Issuer by any person; (h)
causing any class of securities of Issuer to be delisted; (i) Issuer common
stock to be eligible to be deregistered under the Securities Exchange Act of
1934; or (j) any actions similar to those enumerated above.
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.
Pursuant to the terms of the Exchange, all prior directors resigned
or did not stand for reelection and Messrs. Allen E. Meyers, E. Donald
DeYoung and Louis J. Blender man were elected to the board of directors of the
Registrant, each of whom were nominees designated by PMB.
The Exchange required GGC to submit the Exchange to its shareholders
for approval, including ratifying an increase of its authorized common stock
from 5,000,000 authorized to 500,000,000 authorized; the issuing of 20,313,000
(406,260,000 pre-reverse split) shares of GGC in exchange for 100% of the
issued and outstanding share interests of PMB; approving and effecting a 1 for
20 reverse split of its common stock outstanding; and changing the name of GGC
to Note Bankers of America, Inc.
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. 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.
Item 5.Interest in Securities of the Issuer.
(a)Myers directly owns 9,392,000 Shares representing in the
aggregate approximately 41.9% of the total outstanding Shares of Issuer.
(b)
(i)Sole power to vote or direct the vote:
9,392,000
(ii)Shared power to vote or direct the vote:
125,000
(iii)sole power to dispose or direct the disposition of:
9,392,000
(iv)shared power to dispose or direct the disposition of:
None.
(c)None.
(d)Not Applicable.
(e)Not Applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The voting rights with respect to the 125,000 Shares identified Item
5(b)(ii) are governed by a Voting Agreement between the undersigned and E.
Donald DeYoung dated August 15, 1996. Under that agreement Mr. DeYoung agrees
that, with respect to the 125,000 shares owned by DeYoung and received by him
in conversion of one certain promissory note in the original principal sum of
$25,000, for as long as he owns said shares or until said shares are sold to a
third party non-affiliate of DeYoung, the holder of such shares will abstain
from voting said shares with respect to any matters as may come before the
shareholders of the Company, provided however, said shares may be voted
pursuant to the written consent of Myers and as may be determined in each case
by the joint agreement of Myers and DeYoung. Copies of the Voting Agreement
is filed herewith as Exhibit 5 hereto.
Item 7.Material to be filed as Exhibits.
The following exhibits are filed as part of this Schedule 13:
1. Agreement for Exchange of Stock and Plan of Reorganization
("Exchange") dated July 31, 1996, filed as Exhibit 2.1 to Note Bankers of
America, Inc.'s Form 8-K/A, Amendment No. 1, dated November 4, 1996, as filed
with the SEC, is hereby incorporated herein by reference.
2. Plan of Consolidation Merging General Genetics Corporation
(Parent) Into Note Bankers of America, Inc., filed as Exhibit 2.2 to Note
Bankers of America, Inc.'s Form 8-K/A, Amendment No. 1, dated November 4,
1996, as filed with the SEC, is hereby incorporated herein by reference.
3. Articles of Incorporation of Note Bankers of America, Inc.,
filed as Exhibit 3(i) to Note Bankers of America, Inc.'s Form 8-K/A, Amendment
No. 1, dated November 4, 1996, as filed with the SEC, is hereby incorporated
herein by reference.
4. Bylaws of Note Bankers of America, Inc., filed as Exhibit
3(ii) to Note Bankers of America, Inc.'s Form 8-K/A, Amendment No. 1, dated
November 4, 1996, as filed with the SEC, is hereby incorporated herein by
reference.
5. Voting Agreement dated August 15, 1996.
<PAGE>
SIGNATURES
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.
1/16/97 /S/ Allen E. Myers
Date:_________________ __________________________________
ALLEN E. MYERS
<PAGE>
EXHIBIT 5
VOTING AGREEMENT
This Agreement is made by and between Allen E. Myers ("Myers") and E.
Donald DeYoung ("DeYoung").
WHEREAS, Myers and DeYoung are common shareholders of Note Bankers of
America, Inc., a Texas corporation (the "Company"); and
WHEREAS, Myers and DeYoung desire to promote their mutual interest in the
continuity and stability of management of the Company by imposing certain
mutual voting restrictions upon themselves.
NOW, THEREFORE, in consideration of that certain Exchange Agreement of
even date herewith, the sufficiency of which is hereby acknowledged, DeYoung
agrees that, with respect to the 125,000 shares of the common stock of the
Company beneficially owned by him and received by him in conversion of that
one certain promissory note in the original principal sum of $25,000, that,
for as long as he owns said shares or until said shares are sold to a third
party non-affiliate of DeYoung, the holder of such shares will abstain from
voting said shares with respect to any matters as may come before the
shareholders of the Company, provided however, said shares may be voted
pursuant to the written consent of Myers and as may be determined in each case
by the joint agreement of Myers and DeYoung.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the 15th day of August, 1996.
/S/ E. Donald DeYoung /S/ Allen E. Myers
________________________ ______________________________
E. Donald DeYoung Allen E. Myers
