UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Freshstart Venture Capital Corp.
----------------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
358042-10-9
-----------
(CUSIP NUMBER)
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 or less of such class.)
(See Rule 13d-7.)
*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 purposes 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).
Page 1 of 8
SCHEDULE 13G
CUSIP NO.358042-10-9 Page 2 of 4 Pages
--------- --------- -------------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Neil Greenbaum
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
NUMBER OF 5. SOLE VOTING POWER
SHARES 125,408
BENEFICIALLY
OWNED BY 6. SHARED VOTING POWER
EACH 10,000
REPORTING
PERSON 7. SOLE DISPOSITIVE POWER
WITH 125,408
8. SHARED DISPOSITIVE POWER
10,000
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
135,408
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
X
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.2%
12. TYPE OF REPORTING PERSON*
IN
SCHEDULE 13G - Neil Greenbaum
CUSIP NO. 358042109 Page 3 OF 4 Pages
--------- ----- -------
Item 1(a) Name of Issuer.
--------------------
Freshstart Venture Capital Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
_______________________________________________
313 West 53rd Street
New York, New York 10019
Item 2(a) Name of Person Filing
------------------------
Neil Greenbaum
Item 2(b) Address of Principal Business Office, or, if none,
Residence
__________________________________________________
29 Flamingo Road North
East Hills, New York 11576
Item 2(c) Citizenship:
___________
U.S.A.
Item 2(d) Title of Class of Securities:
_____________________________
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
____________
358042109
Item 3. Not Applicable
CUSIP No. 358042109 Page 4 of 4 Pages
__________ ___ ___
Item 4. Owners:
---------
(a) Amount Beneficially Owned:
Mr. Greenbaum owns 125,408 shares directly. He
also beneficially owns 5,400 shares held by his
children, Cory, Keith and Max Greenbaum. He disclaims
beneficial ownership of 30,200 shares held by his wife
and 20,440 shares held by his mother and children as
joints tenants. Includes 10,000 shares held by Pearland
Defined Benefit Plan of which Mr. Greenbaum is an
administrator.
(b) Percent of Class:
6.2%
(c) Number of Shares as to Which Such Person Has:
(i) sole power to vote or to direct the vote -
125,408 shares
(ii) shared power to vote or to direct the vote -
10,000 shares
(iii) sole power to dispose or to direct the
disposition of - 125,408 shares
(iv) shared power to dispose or to direct the
disposition of - 10,000 shares
Item 5. Not Applicable
Item 6. Not Applicable
Item 7. Not Applicable
Item 8. Not Applicable
Item 9. Not Applicable
Item 10. Not Applicable
SIGNATURES
After reasonable inquiry and to the best of any knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
January 9, 1997
- -----------------------
(Date)
NEIL GREENBAUM
- -----------------------
(Signature)
NEIL GREENBUAM
- -----------------------
(Name/Title)
Page 4 of 4 Pages
