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
(Amendment No. 1)
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 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).
SCHEDULE 13D/A (No. 1)
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.
NA
(5) Check Box if Disclosure of Legal Proceedings is Required / /
(6) Citizenship or Place of Organization
US
Number of Shares (7) Sole Voting Power 124,500
Beneficially Owned (8) Shared Voting Power 0
By Each Reporting (9) Sole Dispositive Power 124,500
Person With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
124,500
(12) Check if the Aggregate Amount in row (11) Excludes Certain Shares.
/ /
(13) Percent of Class Represented by Amount in Row (11).
0.5%
(14) Type of Reporting Person.
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This Schedule 13D/A 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/A is being filed because of certain dispositions of Common Stock set forth
in Item 3 below.
Item 2. Identity and Background.
(a) Allen E. Myers
(b) 4003 Cypressdale Drive
Spring TX 77388
(c) The principal occupation of Mr. Myers is principal in a
private mortgage banking business.
(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.
On November 6, 1997, Note Bankers of America, Inc. (the "Registrant"),
Allen E. Myers ("Myers") and E. Donald DeYoung ("DeYoung"), then 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.
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 Registrant
on November 6, 1997 that included the sale of (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.
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. Additionally, Allen E. Myers, Chairman and CEO of the
Registrant prior to the Disposition, E. Donald DeYoung, president of the
Registrant prior to the Disposition and William T. Herndon, Secretary/Treasurer
of the Registrant prior to the Disposition, all resigned.
Item 5. Interest in Securities of the Issuer.
(a) Myers directly owns 124,500 Shares representing in the
aggregate approximately 0.5% of the total outstanding Shares of Issuer.
(b)
(i) Sole power to vote or direct the vote:
124,500
(ii) Shared power to vote or direct the vote:
None.
(iii) Sole power to dispose or direct the disposition of:
124,500
(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.
Prior to the Disposition described herein, the voting rights with respect
to 125,000 Shares owned by E. Donald DeYoung were governed by a Voting Agreement
between the undersigned and E. Donald DeYoung dated August 15, 1996. Under that
agreement Mr. DeYoung agreed that, with respect to the 125,000 shares owned by
DeYoung, for as long as he owned said shares or until said shares were 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. That agreement has been rescinded by
mutual consent.
Item 7. Material to be filed as Exhibits.
The following exhibits are filed as part of this Schedule 13:
None
<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.
Date: 1/18/99 /S/ Allen E. Myers
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Allen E. Myers
