NEVADA MANHATTAN GROUP INC
SC 13G/A, 1999-02-16
GOLD AND SILVER ORES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                 (Amendment No. 1 filed pursuant to Rule 13d-2)

                      NEVADA MANHATTAN GROUP INCORPORATED
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   64133N 10 5
                                 (CUSIP Number)


*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 the
disclosures provided in a prior cover page.

The information required in 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.

1.      NAME OF REPORTING PERSON
        S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Jeffrey S. Kramer

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

               (a)
               (b)


3.      SEC USE ONLY


4.      CITIZENSHIP OR PLACE OF ORGANIZATION

        USA

<PAGE>    2

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

        5.     SOLE VOTING POWER

               1,353,200

        6.     SHARED VOTING POWER

               N/A

        7.     SOLE DISPOSITIVE POWER

               1,353,200

        8.     SHARED DISPOSITIVE POWER

               N/A

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        1,353,200

10.     CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES  [   ]

11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        2.09%

12.     TYPE OF REPORTING PERSON

        IN

Item 1
(a)     Name of Issuer:

        Nevada Manhattan Group, Incorporated

(b)     Address of Issuer's Principal Executive Offices:

        5038 North Parkway Calabasas, Suite 100
        Calabasas, CA  91302


Item 2.

(a)     Name of Person Filing:

        Jeffrey S. Kramer

(b)     Address of Principal Business Office or, if none, Residence

        5038 N. Parkway Calabasas, #100
        Calabasas, CA  91302

(c)     Citizenship

        US

(d)     Title of Class of Securities

        Common Stock

(e)     CUSIP Number

        64133N 10 5

<PAGE>    3

Item 3.        N/A

Item 4. Ownership

(a)     Amount Beneficially Owned

        1,353,200

(b)     Percent of Class

        2.09%

(c)     Number of shares as to which such person has:  

        (i) Sole power to vote or to direct the vote

               1,353,200

        (ii)   Shared power to vote or to direct the vote

               N/A

        (iii) Sole power to dispose or to direct the disposition of

               1,353,200


        (iv) Shared power to dispose or to direct the disposition of

               N/A

Item 5. Ownership of Five Percent or Less of a Class

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person has ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following  [x]

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

        N/A

Item 7. Identification and Classification of the Subsidiary Which Acquired the
        Security Being Reported on By the Parent Holding Company.

        N/A

Item 8. Identification and Classification of Members of the Group

        N/A

Item 9. Notice of Dissolution of Group

        N/A

Item 10.  Certification

        By signing below I certify that, to the best of my knowledge and belief,
        the securities referred to above were acquired in the ordinary course of
        business  and were not  acquired  for the purpose of and do not have the
        effect of  changing  or  influencing  the  control of the issuer of such
        securities and were not acquired in connection  with or as a participant
        in any transaction having such purposes or effect.

<PAGE>    4

                                    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.

                                February 12, 1999
                                ===========================
                                      Date

                               /s/ Jeffrey S. Kramer
                               ===========================
                                    Signature

                               Jeffrey S. Kramer
                               Senior V. P., Director
                               ===========================
                                   Name/Title


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