SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 3)
Polifly Financial Corp.
(Name of Issuer)
Common Stock $.10 Par Value Per Share
(Title of Class of Securities)
73113 10 6
(CUSIP Number of Class of Securities)
Nicola Biase
242 Phelps Road
Ridgewood, New Jersey 07450
(201) 447-5520
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 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 ( ). (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)
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CUSIP No. 731113 10 6 13D
(1) NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mr. Nicola Biase 5556-64-5528
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (X)
(3) SEC USE ONLY
(4) SOURCE OF FUNDS PF
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
( )
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
(7) SOLE VOTING POWER
206,400
(8) SHARED VOTING POWER
(9) SOLE DISPOSITIVE POWER
206,400
(10) SHARED DISPOSITIVE POWER
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
206,400
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES
(X)
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
9.4%
(14) TYPE OF REPORTING PERSON
IN
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This Amendment hereby amends the Schedule 13D dated July 26, 1990
filed by Nicola Biase ("Mr. Biase") (the "Schedule 13D"), as amended by
Amendment No. 1 dated October 7, 1991, and Amendment No. 2 dated February 25,
1992 with respect to the common stock, $.10 par value (the "Shares"), of
Polifly Financial Corp. (the "Company").
The purpose of this Amendment is to amend Item 4 to add thereto the
information set forth below under the appropriate item heading.
Item 4. Purpose of Transaction.
On July 15, 1996 Mr. Biase and two other shareholders of the
Company, Domenick G. Scaglione and Josephine Scaglione (the "Scagliones") of 6
Faulkner Lane, Dix Hill, NY 11746, requested that the Company call a special
shareholder meeting. Domenick G. Scaglione and Josephine Scaglione together
own 139,000 shares of the Company. Such request was made by written notice to
the Company dated July 15, 1996 in accordance with Article X and Article II,
Section 3 of the Certificate of Incorporation and the Bylaws of the Company,
demanding that a special shareholder meeting be held within 60 days from
receipt by the Company of such notice. At such special meeting the senders of
the aforementioned notice seek to discuss and have approved (i) the status
suspension revoked two years ago by the State of New Jersey, Dept. of State,
(ii) the Annual Report for the years 1993, 1994 and 1995 and the current full
street address (not P.O. box number) of the Corporation, (iii) the nomination
and election of a new Board of Directors, (iv) filing all the necessary
documents with the proper State, Federal and local Authorities, and (v) law
suit for breach of contract by the US Government for the goodwill.
At the requested meeting Mr. Biase and the Scagliones intend to use
their voting power to (i) reverse the suspension of the Company by the State
of New Jersey, Dept. of State, (ii) have the Company prepare Annual Reports
for the years 1993, 1994 and 1995, (iii) nominate and elect a new Board of
Directors, (iv) insure the Company files all documents as required by law with
proper State, Federal and local Authorities, and (v) make certain that
potential proceeds from the law suit described in item (v) of the above
paragraph inure to the benefit of Shareholders.
The letter is included as Exhibit 1 hereto, and incorporated herein
by reference.
Item 7. Material to be filed as Exhibits.
1. Notice of Request of Special Shareholders Meeting dated July
15, 1996.
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.
Dated: July 16, 1996 /s/Nicola Biase
___________________
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EXHIBIT INDEX
Exhibit
No. Description
99 Notice of Request of Special Shareholders Meeting dated July 15,
1996.
EXHIBIT 99
Notice of Request of Special Shareholders Meeting dated July 15, 1996.
Polifly Financial Corporation
P.O. Box L.
Roseland, New Jersey 07068
Polifly Financial Corporation VIA REGISTERED MAIL
14 Smull Avenue and
Caldwell, New Jersey 07006 VIA FEDERAL EXPRESS
(George J. Minish, Agent)
REQUEST OF SPECIAL SHAREHOLDERS MEETING TO BE HELD NO LATER THAN 60 DAYS FROM
RECEIPT OF THIS LETTER.
Gentlemen:
In accordance with Article X and Article II, Section 3, of the Certificate of
Incorporation and the Bylaws of Polifly Financial Corporation, a "Special
Shareholder Meeting" is hereby requested by Nicola Biase, Domenick G.
Scaglione and Josephine Scaglione, holders of 206,400 and 139,000 shares
respectively of Polifly Financial Corporation, which represent not less than
10% of the shares entitled to vote at such Special Meeting. (See enclosed 13-
D's.)
The Special Meeting must be held in within 60 days from receipt of this
request in a location in New Jersey to be selected by Polifly Financial
Corporation, to discuss and resolve the following items:
1. The status suspension revoked two years ago by the State of New Jersey,
Dept. of State.
2. The Annual Report for the years 1993, 1994 and 1995 and the current full
street address (not P.O. Box number) of the Corporation.
3. The nomination and election of a new Board of Directors.
4. Filing all the necessary documents with the proper State, Federal and
local Authorities.
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5. Law suit for breach of contract by the US Government for the goodwill.
Very truly yours,
/s/ Nicola Biase
_________________
242 Phelps Road
Ridgewood, N.J. 07450
/s/ Domenick G. Scaglione
_________________
6 Faulkner Lane
Dix Hill, N.Y. 11746
/s/ Josephine Scaglione
_________________
6 Faulkner Lane
Dix Hill, N.Y. 11746
