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.
(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.
One Riverway, Suite 1700
Houston, TX 77056
Telephone (713) 961-2696
Facsimile (713) 961-1148
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 6, 1997
(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 box [__].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 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).
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SCHEDULE 13D
CUSIP No.66975l 10 5
(1) Name Of Reporting Person
M. Stephen Roberts
(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 19,675,000
Beneficially Owned (8) Shared Voting Power
By Each Reporting (9) Sole Dispositive Power 19,675,000
Person With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
19,675,000
(12) Check if the Aggregate Amount in row (11) Excludes Certain Shares.
/ /
(13) Percent of Class Represented by Amount in Row (11).
80.1%
(14) Type of Reporting Person.
IN
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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 One Riverway, Suite 1700, Houston, TX 77056. This Schedule 13D is
being filed because of certain acquisitions of Common Stock set forth in Item 3
below.
Item 2. Identity and Background.
(a) M. Stephen Roberts
(b) One Riverway, Suite 1700
Houston, TX 77056
(c) Sole Director and President, Note Bankers of America, 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.
On November 6, 1997, Note Bankers of America, Inc. (the "Registrant"),
Allen E. Myers ("Myers") and E. Donald DeYoung ("DeYoung") the principal
shareholders of Registrant (the "Principal Shareholders") consummated an
agreement ("Debt Release Agreement") with M. Stephen Roberts, Esq. ("Roberts")
pursuant to which control of the Registrant shifted to Roberts. Pursuant to the
Debt Release Agreement, Myers and DeYoung transferred 9,265,500 and 9,374,500
shares respectively of Registrant's "unregistered" and "restricted" common stock
to Roberts in exchange for Roberts' release of Registrant from a $35,000
obligation for legal services and approximately $10,000 in additional services
rendered to Registrant. The total of 18,640,000 shares of Registrant
transferred to Roberts by the Principal Shareholders represented approximately
80% of the outstanding stock of the Registrant following the transfer. Prior
to this transaction, Roberts owed 1,035,000 shares that had been received in
payment for past services rendered to Registrant. No part of the purchase price
for any of these shares is or was represented by borrowed funds.
Item 4. Purpose of Transaction.
Roberts 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.
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As set forth in Registrant's Form 8-K filed on November 25, 1997,the
Debt Release Agreement was part of a series of transactions consummated by
Registration on November 6, 1997 involving the following:
(1) Disposition of Assets:
Pursuant to an Agreement dated November 6, 1997 between (i) the
Registrant,(ii) PMB, and (iii) Life Today, (iv) Allen E. Myers, (v) Richard E.
Perry and (vi) E. Donald DeYoung, the Registrant sold (i) 100% of the common
stock of Private Mortgage Bankers, Inc. ("PMB"), a wholly owned subsidiary of
Registrant, to Allen E. Myers for nominal consideration, and (ii) 100% of the
common stock of Life Today, Inc. ("Life Today"), a wholly owned subsidiary of
Registrant, to Richard E. Perry for nominal consideration(the "Disposition").
This disposition represented the sale of substantially all of the remaining
assets of Registrant. Myers was a former owner of PMB, an officer and director
of Registrant and a director of PMB and Life Today. Perry was a former owner of
Life Today and an officer of Life Today. As further consideration for the
transfers, Myers and PMB and Perry and Life Today agreed to indemnify and hold
harmless Registrant from certain debts and obligations arising from the
respective business operations of PMB and Life Today.
The Disposition was approved by written consent of a majority of
shareholders of Registrant signed by the Principal Shareholders and executed and
delivered as provided for in the Articles of Incorporation.
(2) Acquisition of Assets:
Upon consummation of the Disposition, Registrant consummated the
acquisition of 100% of the common stock of RRD Enterprises, Inc. pursuant to a
Share Exchange Agreement dated November 6, 1997 ("Share Exchange") between (i)
Registrant, (ii) RRD, (iii) Denny C. Pearce, the record owner of 10,000 shares
of common stock of RRD, (iv) Richard C. Pearce, the record owner of 1,429 shares
of common stock of RRD, and Roger K. Pearce, the record owner of 1,429 shares of
common stock of RRD, which 12,858 shares of RRD constituted 100% of the issued
and outstanding capital stock of RRD (the "RRD Shareholders"). Registrant
exchanged, in a stock for stock exchange, a total of 1,000,000 shares of its
$.001 par value per share common stock for 100% of the issued and outstanding
shares of capital stock of RRD, making RRD a wholly owned subsidiary of NBA. No
cash or other consideration was tendered in connection with the Share Exchange.
Upon completion of the Share Exchange NBA had a total of 24,555,000 of its $.001
par value per share common stock issued and outstanding, of which a total of
1,000,000 shares or 4.07% are held by the RRD Shareholders and 23,555,000 were
held by non-RRD shareholders. RRD is a Nevada corporation in the business of
managing its investments in notes and oil and gas interests.
(3) Resignations of Registrant's Directors and Officers:
In connection with the Disposition and the change in control of Registrant,
Allen E. Myers, E. Donald DeYoung and Louis J. Blenderman, being all of
Registrant's directors, declined to stand for re-election and resigned effective
November 6, 1997. By written consent of a majority of shareholders of even
date, M. Stephen Roberts was elected to the board of directors of Registrant as
its sole director. Additionally, Allen E. Myers, Chairman and CEO of the
Registrant prior to the Exchange, E. Donald DeYoung, president of the
Registrant prior to the Exchange and William T. Herndon, Secretary/Treasurer of
the Registrant prior to the Exchange, all resigned and the Registrant appointed
the following officers:
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M. Stephen Roberts President
M. Stephen Roberts Secretary/Treasurer
In connection with the Exchange and the change in control of Registrant,
the Registrant relocated its principal executive offices to the offices of M.
Stephen Roberts, Esq., located at One Riverway, Suite 1700, Houston, Texas
77056.
Except as provided in the above described agreements and as approved
by the shareholders on November 6, 1997, Roberts, 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.
Item 5. Interest in Securities of the Issuer.
(a) Roberts directly owns 19,675,000 Shares representing in the
aggregate approximately 80.1% of the total outstanding Shares of Issuer.
(b)
(i) Sole power to vote or direct the vote:
19,675,000
(ii) Shared power to vote or direct the vote:
None
(iii) sole power to dispose or direct the disposition of:
19,675,000
(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.
None
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Item 7. Material to be filed as Exhibits.
The following exhibits are filed as part of this Schedule 13:
1. Agreement dated November 6, 1997 between (i) the
Registrant,(ii) PMB, and (iii) Life Today, (iv) Allen E. Myers, (v) Richard E.
Perry and (vi) E. Donald DeYoung (the "Disposition")filed as Exhibit 2.1 to Note
Bankers of America, Inc.'s Form 8-K dated November 25, 1997, as filed with the
SEC, is hereby incorporated herein by reference.
2. Debt Release Agreement dated November 6, 1997 between Note
Bankers of America, Inc., E. Donald DeYoung , Allen E. Myers, and M. Stephen
Roberts, Esq., filed as Exhibit 2.2 to Note Bankers of America, Inc.'s Form 8-K
dated November 25, 1997, 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.
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.
Date: January 5, 1999 /S/ M. Stephen Roberts
M. STEPHEN ROBERTS
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