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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. _____)
NORTH AMERICAN INTEGRATED MARKETING, INC.
________________________________________
(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
________________________________________
(Title of Class of Securities)
656908209
(CUSIP Number)
Ernest M. Stern, Esq.
Venable, Baetjer, Howard & Civiletti, LLP
1201 New York Avenue, N.W., Suite 1000
Washington, DC 20005
(202) 962-4834
______________
(Name, Address and Telephone Number
of Person Authorized to Receive Notices
and Communications)
April 30, 1997
______________
(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. / /.
(Continued on following pages)
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S IDENTIFICATION NO. OF ABOVE PERSON:
First Commercial and Finance Corp., Establishment
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) / /
(b) /X/
3. SEC USE ONLY
4. SOURCE OF FUNDS:
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e): / /
N/A
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Lichtenstein
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
None
8. SHARED VOTING POWER
None
9. SOLE DISPOSITIVE POWER
2,005,002
10. SHARED DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
2,005,002
12. CHECK BOX IF THE AGGREGATE AMOUNT IN BOX (11) EXCLUDES
CERTAIN SHARES: / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN BOX (11):
63%
14. TYPE OF REPORTING PERSON:
CO
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SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock, par value $.00001 per share
("Common Stock"), of North American Integrated Marketing, Inc. (the
"Company"). The name and address of the principal executive officers of
the Company are incorporated herein by reference to the Company's Form 10-K
for the year ended December 31, 1996, page 15.
Item 2. Identity and Background
The person filing this statement is First Commercial and Finance Corp.,
Establishment ("First Commercial"), a corporation organized under the laws
of Lichtenstein with its principal place of business at 10 Manesse Street,
Zurich 8003, Switzerland.
First Commercial has not been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
First Commercial has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction nor 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.
Item 3. Source and Amount of Funds or Other Consideration
First Commercial received its shares of Common Stock on September 24, 1996
using funds available from its working capital. The Company must now file
under Section 12(g) of the Securities Exchange Act of 1934 which triggers
the filing of this Schedule 13D.
Item 4. Purpose of Transaction
First Commercial does not have any current plans or proposals which relate
to or would result in:
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as merger, reorganization
or liquidation, involving the Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
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(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted 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 Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
First Commercial reserve its right to revise its plans in the future if
such a revision becomes, in its sole discretion, necessary, appropriate or
otherwise advisable.
Item 5. Interest in Securities of the Issuer
First Commercial is deemed to be the beneficial owner of 2,005,002 shares
of Common Stock. The 2,005,002 shares of the Company's Common Stock
represent 63% of the outstanding Common Stock of the Company.
First Commercial executed an irrevocable proxy effective until September
24, 2001 to Nicholas Robinson, the Company's Chief Executive Officer, to
give him sole voting power over the 2,005,002 shares of Common Stock owned
by First Commercial. First Commercial retains sole power to dispose or to
direct the disposition of the 2,005,002 shares of Common Stock First
Commercial owns.
There were no purchases or sales by First Commercial of Common Stock during
the past sixty days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of Issuer
The description of the Convertible Debenture Purchase Agreement between the
Company and First Commercial is incorporated herein by reference to the
Company's Current Report on Form 8-K dated May 17, 1996.
Item 7. Material to be Filed as Exhibits
The copy of the Convertible Debenture Purchase Agreement under which First
Commercial granted its irrevocable proxy for five years to Nicholas
Robinson is
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incorporated herein by reference to NAIM's Current Report on Form 8-K dated
May 17, 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.
April 30, 1997 /s/ Dr. D. Rothschild
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Date Signature
Dr. D. Rothschild/Director
--------------------------
Name/Title
