SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
S C H E D U L E 13D/A
Under the Securities Exchange Act of 1934
NOTE BANKERS OF AMERICA, INC.
(Name of Issuer)
(Amendment No. 1)
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)
October 30, 1998
(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/A (No. 1)
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.
Not Applicable
(5) Check Box if Disclosure of Legal Proceedings is Required / /
(6) Citizenship or Place of Organization
US
Number of Shares (7) Sole Voting Power 1,035,000
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 1,035,000
Person With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
1,035,000
(12) Check if the Aggregate Amount in row (11) Excludes Certain Shares.
/ /
(13) Percent of Class Represented by Amount in Row (11).
4.4%
(14) Type of Reporting Person.
IN
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SCHEDULE 13D/A (No. 1)
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 dispositions 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.
Not Applicable.
Item 4. Purpose of Transaction.
Roberts sold 18,640,000 shares in a private transaction to a group of
investors none of whom will own directly or indirectly more than 5% of the
issued and outstanding shares of Registrant. The transfer was effected solely
for the purpose of transferring control of Registrant and disposing of the
shares. Roberts may or may not dispose of additional shares over a period of
time, subject to the limitations of the securities laws. 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 any of its equity securities in
any manner permitted by law.
Item 5. Interest in Securities of the Issuer.
(a) Roberts directly owns 1,035,000 Shares representing in the
aggregate approximately 4.4% of the total outstanding Shares of Issuer.
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(b)
(i) Sole power to vote or direct the vote:
1,035,000
(ii) Shared power to vote or direct the vote:
None
(iii) Sole power to dispose or direct the disposition of:
1,035,000
(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
Item 7. Material to be filed as Exhibits.
None
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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: February 3, 1999 /S/ M. Stephen Roberts
M. STEPHEN ROBERTS
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