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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 7)*
Alaska Apollo Resources Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
011 900 602
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(CUSIP Number)
Douglas Mansfield, Gracechurch Securities Ltd.
21 Abbotsbury House, Abbotsbury Rd., London W14 8EN
ENGLAND
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 24, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisitions which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box 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 of less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(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).
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SCHEDULE 13D
CUSIP NO. 011-900-602 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gracechurch Securities Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED / /
PURSUANT TO ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Liberia
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,003,000 shares
OWNED BY ---------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
1,003,000 shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,003,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.79%
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14 TYPE OF REPORTING PERSON
CO
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SCHEDULE 13D
CUSIP NO. 011-900-602 PAGE 3 OF 9 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas Mansfield
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC of Gracechurch Securities
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED /X/
PURSUANT TO ITEMS 2(d) OR 2(E)
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
Bahamas
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,003,000 shares
OWNED BY -------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH -0-
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9 SOLE DISPOSITIVE POWER
1,003,000 shares
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,003,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.79%
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14 TYPE OF REPORTING PERSON
IN
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CUSIP NO. 011-900-602 PAGE 4 OF 9 PAGES
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Item 1. Security and Issuer
Common Stock no par value
Alaska Apollo Resources Inc. ("Alaska Apollo")
Item 2. Identity and Background.
(a) Name: Gracechurch Securities Ltd. ("Gracechurch")
(b) Business Address (Principal Business and Office Address):
21 Abbotsbury House
Abbotsbury Road
London W14 8EN
United Kingdom
(c) The principal business of Gracechurch Securities Limited is
investing in and holding securities and real estate interests.
The address of Gracechurch principal business is the address
given in item (2) above
(d) During the past five years, Gracechurch has not been convicted
in a criminal proceeding excluding traffic violations and
similar misdemeanors.
(e) During the past five years Gracechurch has not been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction (i) as a result of which proceeding it
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 or
commodities laws or regulations; any law or regulation
respecting financial institutions, insurance companies or
fiduciary duties owed to a partnership, corporation, business
trust or similar business entity, including, but not limited
to, a temporary or permanent injunction, order of disgorgement
or restitution, civil monetary penalty or temporary or
permanent cease and desist order, or removal or prohibition
order; or any law or regulation prohibiting mail or wire fraud
in connection with any business entity; or (ii) a finding of
any violation with respect to such laws or regulations. Nor
has Gracechurch been subject to any order enjoining or
otherwise limiting Gracechurch from engaging in any type of
business practice.
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CUSIP NO. 011-900-602 PAGE 5 OF 9 PAGES
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Item 3. Sources and Amount of Funds or Other Consideration.
Gracechurch's holdings in Alaska Apollo Resources Inc. were purchased
with working capital of Gracechurch (i) pursuant to the purchase of 300,000
shares of Alaska Apollo at $.50 per share and Class C warrants exercisable into
200,000 additional Alaska Apollo shares on October 26, 1992;and (ii) pursuant to
a Subscription Agreement dated March 16, 1993, wherein Gracechurch acquired
400,000 shares of Alaska Apollo at $0.90 per share for a total consideration of
$360,000, and Class D warrants exercisable into 250,000 additional Alaska apollo
shares at $0.90 per share, and Class E warrants exercisable into an additional
250,000 Alaska Apollo shares at $0.90 per share, and Class F warrants
exercisable into an additional 200,000 shares of Alaska Apollo at $0.90 per
share, all of which warrants were exercised by July 12, 1993. The disposition of
47,000 shares at $2.76 per share was effected on May 21, 1993 in a private
transaction. The disposition of an aggregate 200,000 shares of Alaska Apollo at
$2.25 per share for a total consideration of $450,000 was effected on September
3, 1993 in a private transaction. The disposition of an additional 250,000
shares of Alaska apollo was made on October 18, 1993, in a private transaction
pursuant to regulation S at a price of $2.125 per share for a total
consideration of $531,250. The disposition of 100,000 shares of Alaska Apollo
was made on April 24, 1997, at a price of $0.49 per shares for a total
consideration of $49,000.
Item 4. Purpose of the Transaction.
Gracechurch purchased the securities as an investment in the ordinary
course of its business.
Item 5. Interest in the Securities of the Issuer.
(a) Gracechurch owns 1,003,000 shares of the Common Stock no par
value of Alaska Apollo.
(b) Gracechurch has sole voting power and sole disposition power
with respect to such 1,003,000 shares of Common Stock of
Alaska Apollo.
(c) On the April 24, 1997, Gracechurch disposed of 100,000 shares
of Alaska Apollo no par value common stock at a price of $0.49
per share for a total consideration of $49,000.
(d) Gracechurch is controlled by Douglas Mansfield, its sole
shareholder, president, director, treasurer, and secretary.
(e) Not applicable.
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CUSIP NO. 011-900-602 PAGE 6 OF 9 PAGES
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Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Gracechurch is not a party to any contracts, arrangements,
understandings, or relationships, with respect to securities of Alaska
Apollo.
Item 7. Material to be Filed as Exhibits.
A joint filing statement is filed as an exhibit to this Schedule 13D.
Item 2-6 inclusive for Douglas Mansfield.
Item 2. Identity and Background.
(a) Name: Douglas Mansfield
(b) Business Address:
21 Abbotsbury House
Abbotsbury Rd.
London W14 8EN
England
(c) Mr. Mansfield's principal occupation is being a private
investor. Mr. Mansfield is the sole shareholder, sole
director, president, treasurer, and secretary of Gracechurch.
(d) During the past five years Mr. Mansfield has not been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) During the past five years Mr. Mansfield has not been a party
to a civil proceeding or a judicial or administrative body of
competent jurisdiction (i) as a result of which proceeding he
was or is a subject of a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities or
commodities laws or regulations; or any law or regulation
respecting financial institutions, insurance companies or
fiduciary duties owed to a partnership, corporation, business
trust or similar business entity, including, but not limited
to, a temporary or permanent injunction, order of disgorgement
or restitution, civil monetary penalty or temporary or
permanent cease and desist order, or removal or prohibition
order; or any law or regulation prohibiting mail or wire fraud
in connection with any business entity; or (ii) a finding of
any violation with respect to such laws or regulations. Nor
has Douglas Mansfield been subject to any order enjoining or
otherwise limiting Mr. Mansfield from engaging in any type of
business practice, except as follows:
The United States Securities and Exchange Commission ("SEC")
instituted proceedings against Douglas Mansfield (File No.
3-8703) pursuant to Section 8(a) of the Securities Act of 1933
and Section 15(b)6 of the Securities Exchange Act of 1934. On
May 25, 1995 the SEC entered an order pursuant to such
proceedings imposing sanctions of $30,000.
(f) Bahamian citizen.
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CUSIP NO. 011-900-602 PAGE 7 OF 9 PAGES
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Item 3. Sources and Amount of Funds or Other Consideration.
Gracechurch's holdings in Alaska Apollo Resources Inc. were purchased
with working capital of Gracechurch (i) pursuant to the purchase of 300,000
shares of Alaska Apollo at $.50 per share and Class C warrants exercisable into
200,000 additional Alaska Apollo shares on October 26, 1992; and (ii) pursuant
to a Subscription Agreement dated March 16, 1993, wherein Gracechurch acquired
400,000 shares of Alaska Apollo at $0.90 per share for a total consideration of
$360,000, and Class D warrants exercisable into 250,000 additional Alaska apollo
shares at $0.90 per share, and Class E warrants exercisable into an additional
250,000 Alaska Apollo shares at $0.90 per share, and Class F warrants
exercisable into an additional 200,000 shares of Alaska Apollo at $0.90 per
share, all of which warrants were exercised by July 12, 1993. The disposition of
47,000 shares at $2.76 per share was effected on May 21, 1993 in a private
transaction. The disposition of an aggregate 200,000 shares of Alaska Apollo at
$2.25 per share for a total consideration of $450,000 was effected on September
3, 1993 in a private transaction. The disposition of an additional 250,000
shares of Alaska apollo was made on October 18, 1993, in a private transaction
pursuant to regulation S at a price of $2.125 per share for a total
consideration of $531,250. The disposition of 100,000 shares of Alaska Apollo
was made on April 24, 1997, at a price of $0.49 per shares for a total
consideration of $49,000.
Item 4. Purpose of the Transaction.
Gracechurch purchased the securities as an investment in the ordinary
course of its business.
Item 5. Interest in Securities of the Issuer.
(a) Gracechurch owns 1,003,000 shares of the Common Stock no par
value of Alaska Apollo.
(b) Gracechurch has sole voting power and sole dispositive power
with respect to such holdings of 1,003,000 shares of Alaska
Apollo.
(c) On the April 24, 1997, Gracechurch disposed of 100,000 shares
of Alaska Apollo at a price of $0.49 per share for a total
consideration of $49,000.
(d) Gracechurch is controlled by Douglas Mansfield, its sole
shareholder, sole director, president, treasurer, and
secretary.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Mr. Mansfield is not a party to any contracts, arrangements,
understandings or relationships, with respect to securities of Alaska
Apollo.
Item 7. Materials to be Filed as Exhibits.
A joint filing statement is filed as an exhibit to this Schedule 13D.
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CUSIP NO. 011-900-602 PAGE 8 OF 9 PAGES
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Signature:
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.
Gracechurch Securities Ltd.
Date: April 24, 1997 By: /s/ Douglas Mansfield
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Douglas Mansfield
/s/ Douglas Mansfield
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Douglas Mansfield
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CUSIP NO. 011-900-602 PAGE 9 OF 9 PAGES
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EXHIBIT TO SCHEDULE 13D
Dated April 24, 1997
OF
GRACECHURCH SECURITIES LTD.
AND
DOUGLAS MANSFIELD
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JOINT FILING AGREEMENT
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Gracechurch Securities Ltd., a company incorporated in Monrovia, Liberia
("Gracechurch") and Douglas Mansfield ("Mansfield") hereby agree that the
Schedule 13D to which this statement is attached is filed on behalf of both
Gracechurch and Mansfield and that any amendments to such Schedule 13D may be
filed on behalf of both Gracechurch.
/s/ Douglas Mansfield
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Douglas Mansfield
GRACECHURCH SECURITIES LTD.
By: /s/ Douglas Mansfield
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Douglas Mansfield
