UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Name of Issuer)
OTC America, Inc.
(Title of Class of Securities)
$.0001 par value common stock
(CUSIP Number)
671048106
Randy L. Phillips
1582 South Parker Road, Suite 203
Denver, Colorado 80231
(303) 755-6204
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 22, 1998
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
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 Section 240.13d-7(b) 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
CUSIP No. 671048106
1) Names of Reporting Persons; I.R.S. Identification Nos. of Above Persons
Randy L. Phillips
2) Check the Appropriate Box if a Member of a Group*
(a)____________________________________________________________
(b)____________________________________________________________
(3) SEC Use Only___________________________________________________
(4) Source of Funds (See Instructions) PF/00
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
(6) Citizenship or Place of Organization USA
Number of (7) Sole Voting Power 108,015,843
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power 108,015,843
ing Person
With (10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially Owned by Each Reporting Person 108,015843
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) _______________________________________________________
(13) Percent of Class Represented by Amount in Row (11) 72%
(14) Type of Reporting Person (See Instructions) IN
<PAGE>
Item 1. Security and Issuer.
Common Stock, $.0001 par value (the "Common Stock"), of OTC America, Inc.
("OTCA") , 1582 South Parker Road, Suite 203, Denver, Colorado 80231.
Item 2. Identity and Background.
Randy L. Phillips's address is 1682 South Parker Road, Suite 203, Denver,
Colorado 80231. He is the President of OTCA. Mr. Phillips has not,
during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). Mr. Phillips has
not, during the last five years been 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. Mr. Phillips is a citizen of the
United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
As previously reported on November 11, 1997, Mr. Phillips utilized
personal funds of $150,000.00 to purchase 6,705,137 shares of Common
Stock of OTCA. On September 22, 1998, OTCA authorized the issuance of
101,310,706 shares of Common Stock to Mr. Phillips in satisfaction of a
$50,000 debt owed by OTCA to Mr. Phillips.
Item 4. Purpose of Transaction.
As previously reported on November 11, 1997, Mr. Phillips purchased the
6,705,137 shares of Common Stock with the intent to reorganize OTCA as a
going concern. Mr. Phillips was appointed as the sole director and
president of OTCA as part of that transaction. On September 22, 1998,
OTCA authorized the issuance of 101,310,706 shares of Common Stock to Mr.
Phillips in satisfaction of a $50,000 debt owed by OTCA to Mr. Phillips.
OTCA plans to effect a one share for 100 share reverse stock split of
OTCA's Common Stock on October 28, 1998. Except for the foregoing, Mr.
Phillips does not have any plans or proposals, either individually or
collectively with another person, which relates to or would result in:
(i) The acquisition by any person of additional securities of OTCA or
the disposition of securities of OTCA;
(ii) A sale or transfer of a material amount of assets of OTCA or any of
its subsidiaries;
(iii) Any other material change in OTCA's business or corporate
structure;
(iv) Changes in OTCA's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of
control of OTCA by any person;
(v) Causing a class of securities of OTCA to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer system of a registered national
securities association;
(vi) A class of equity securities of OTCA becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(vii) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Phillips beneficially owns 108,015,843 shares of Common Stock,
which is 72% of the issued and outstanding shares of Common Stock
calculated in accordance with Rule 13d-3.
(b) Mr. Phillips has sole power to vote or to direct the vote of and
the sole power to dispose or to direct the disposition of all
108,015,843 shares of Common Stock he currently holds.
(c) Other than as set forth herein, there have been no transactions in
OTCA Common Stock effected by Mr. Phillips during the past 60
days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock owned by Mr. Phillips.
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Mr. Phillips is not a party to any contract, arrangement, understanding
or relationship (legal or otherwise) with respect to any securities of
the issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements,
put or calls, guarantees of profits, division of profits or loss or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(a) Letter Agreement by and between Randy L. Phillips, Wathne Pierce &
Associates, Inc. and L. Thomas Tarantelli dated October 30, 1997
(incorporated herein by reference from Amendment No. 1 to the
Schedule 13D filed with the Securities and Exchange Commission on
November 24, 1997.)
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.
October 13, 1998 /s/ Randy L. Phillips
Date Signature
Randy L. Phillips, President
Name/Title
