SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
MICROFRAME, INC.
----------------
(Name of Issuer)
Common Stock, $0.001 par value
------------------------------
(Title of Class of Securities)
----
(CUSIP Number)
Daniel A. Bock
5611 N. 16th Street, Suite 300
Phoenix, Arizona 85016, (602) 279-9411
--------------------------------------
(Name, address and telephone number of persons
authorized to receive notices and communications)
June 27, 1996
-------------
(Date of Event which requires filing
of 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-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [X]. (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 less than five percent 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.
<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).
CUSIP NO.____
2
<PAGE>
________________________________________________________________________________
1. Names of reporting persons S.S. or I.R.S. Identification Nos. of above
persons.
Alpha Investments, LLC Tax I.D. No. Being applied for
________________________________________________________________________________
2. Check the appropriate box if a member of a group (see instructions).
(a) N/A
(b) N/A
________________________________________________________________________________
3. SEC use only
________________________________________________________________________________
4. Source of funds (see instructions).
WC.
________________________________________________________________________________
5. Check if disclosure of legal proceedings is required pursuant to Items
2(d) or 2(e).
N/A.
________________________________________________________________________________
6. Citizenship or place of organization.
Arizona.
________________________________________________________________________________
Number of Shares 7. Sole Voting Power 336,000
Beneficially Owned 8. Shared Voting Power -0-
by each Reporting 9. Sole Dispositive Power 336,000
Person With 10. Shared Dispositive Power -0-
________________________________________________________________________________
11. Aggregate amount beneficially owned by each reporting person.
336,000 shares.
________________________________________________________________________________
12. Check if the aggregate amount in row (11) excludes certain shares
(see instructions).
N/A.
________________________________________________________________________________
13. Percent of class represented by amount in row (11).
6.7%
________________________________________________________________________________
14. Type of reporting person (see instructions).
OO - Limited Liability Company
________________________________________________________________________________
3
<PAGE>
Item 1. Security and Issuer.
Common Stock, $0.001 par value, of Microframe, Inc.
Microframe, Inc.
21 Meridian Road
Edison, New Jersey 08820
Item 2. Identity and Background.
(a) Alpha Investments, LLC, an Arizona limited liability
company
(b) 5611 North 16th Street, Suite 300, Phoenix, Arizona
85016
(c) The limited liability company was formed strictly to
invest in the securities of the issuer.
(d) No.
(e) No.
Item 3. Source and Amount of Funds or Other Consideration.
On or about May 6, 1996, Alpha Investments LLC purchased
112,000 Units of the issuer each Unit consisting of 112,000
shares of the issuer's common stock, Class A Warrants to
purchase an additional 112,000 shares of the issuer's common
stock at a purchase price of $1.50 per share and Class B
Warrants to purchase an additional 112,000 shares of the
issuer's common stock at a purchase price of $2.00 per share.
The source of the funds used by Alpha Investment LLC to
purchase all of the issuer's securities was the working
capital of the limited liability company, none of which were
derived from borrowed funds.
Item 4. Purpose of Transaction.
The purpose of filing this Schedule is to report the reporting
person's initial ownership of over 5% of the issuer's
outstanding common stock after receiving the issuer's Annual
Report on Form 10-KSB for the fiscal year ended March 31,
1996. The reporting person had previously inquired with the
issuer as to its ownership position, but was advised by the
issuer that its ownership position was under 5% of the
outstanding common stock. The purpose of the reporting person
in acquiring the securities of the issuer is for investment.
The reporting person has no plans or proposals which would
relate to or result in:
(a) The acquisition by any person of additional
securities of the issuer, or the disposition of
securities of the issuer; provided however reporting
person is aware that one of its members, Daniel
Lemberg, owns additional shares of issuer.
4
<PAGE>
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the
issuer or any of its subsidiaries; provided however
Daniel Bock has introduced a company to issuer that
is a potential acquisition.
(c) A sale or transfer of a material amount of assets of
the issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the issuer, including any plans or
proposals to change the number or term of directors
or to fill any existing vacancies on the board;
provided however the issuer has asked Daniel Bock to
become a member of the Board of Directors of issuer.
Presently Mr. Bock is reviewing the request.
(e) Any material change in the present capitalization or
dividend policy of the issuer;
(f) Any other material change in the issuer's business or
corporate structure, including but not limited to, if
the issuer is a registered closed-end investment
company, any plans or proposals to make any changes
in its investment policy for which a vote is required
by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be
listed from a national securities exchange or to
cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Aggregate Number of Shares Beneficially Owned and
Percentage of the Class of Securities.
336,000 shares(1); 6.7%
(b) Sole Power to Vote - 336,000(1)
Shared Power to Vote - 0
Sole Dispositive Power - 336,000(1)
5
<PAGE>
Shared Dispositive Power - 0
(c) There were no transactions in the issuer's securities
that were effected during the past sixty days.
(d) N/A
(e) N/A
___________________________
(1) Includes 112,000 shares of common stock issuable upon
the exercise of Class A warrants and 112,000 shares
of common stock issuable upon the exercise of Class B
Warrants.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of Issuer.
The issuer agreed with the reporting person that it would
register the reporting person's shares of common stock and
shares of common stock issuable upon the exercise of the Class
A and B Warrants. The issuer further agreed to grant the
reporting person unlimited piggy-back registration rights.
Item 7. Material to be Filed as Exhibits.
N/A
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.
DATED: August 16, 1996.
ALPHA INVESTMENTS, LLC
/s/ Daniel A. Bock
-------------------------------------
Daniel A. Bock, Administrative Member
6
