ELEGANT ILLUSIONS INC /DE/
SC 13G, 1997-03-13
BLANK CHECKS
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                                  SCHEDULE 13G


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                (Amendment No )*

                             ELEGANT ILLUSIONS, INC.
                                (Name of Issuer)


                                  Common Stock
                         (Title of Class of Securities)


                                   286171 10 3
                                 (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  (however,  see the
Notes).
<PAGE>



CUSIP No. 286171 10 3

1) Names of  Reporting  Persons S. S. or I. R. S.  Identification  Nos. of Above
Persons

     James Cardinal
     --------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)

(a)
     --------------
(b)
     --------------
3) SEC Use Only

4) Citizenship or Place of Organization     

     U.S.
     ----

Number of                           (5) Sole Voting Power 6,380,000
Shares Bene-                        --------------------------------------------
ficially                            (6) Shared Voting Power 0
Owned by                            --------------------------------------------
Each Report-                        (7) Sole Dispositive Power 6,380,000
ing Person                          --------------------------------------------
With                                (8) Shared Dispositive Power 0
                                    --------------------------------------------

9) Aggregate Amount Beneficially Owned by Each Reporting Person:  

     6,380,000
     ---------
10) Check if the Aggregate Amount in Row (9) 

     Excludes Certain Shares
     -----------------------
     (See Instructions)
11) Percent of Class Represented by Amount in Row 9    

     36.6%
     -----
12) Type of Reporting Person (See Instructions)       

     IN
     --
Instructions for Cover Page

(1) Names and Social  Security  Numbers of Reporting  Persons--Furnish  the full
legal  name of each  person  for whom the  report is  filed--i.e.,  each  person
required to sign the schedule  itself--including  each member of a group. Do not
include the name of a person  required to be identified in the report but who is
not a reporting  person.  Reporting  persons are also requested to furnish their
Social Security or I.R.S.  identification  numbers,  although disclosure of such
numbers is voluntary,  not mandatory  (see "SPECIAL  INSTRUCTIONS  FOR COMPLYING
WITH SCHEDULE 13G", below).

(2) If any of the shares  beneficially owned by a reporting person are held as a
member of a group and such  membership is expressly  affirmed,  please check row
2(a).  If the  membership  in a group  is  disclaimed  or the  reporting  person
describes a relationship with other persons but does not affirm the existence of
a  group,  please  check  row  2(b)  [unless  a joint  filing  pursuant  to Rule
13d-1(e)(1) in which case it may not be necessary to check row 2(b)].

                                       -2-
<PAGE>


(3) The third row is for SEC internal use; please leave blank.

(4)  Citizenship  or Place of  Organization--Furnish  citizenship  if the  named
reporting person is a natural person. Otherwise, furnish place of organization.

(5)-(9),  (11) Aggregate  Amount  Beneficially  Owned By Each Reporting  Person,
etc.--Rows (5) through (9) inclusive, and (11) are to be completed in accordance
with the provisions of Item 4 of Schedule 13G. All percentages are to be rounded
off to the nearest tenth (one place after decimal point).

(10) Check if the aggregate  amount  reported as  beneficially  owned in row (9)
does not include shares as to which beneficial  ownership is disclaimed pursuant
to Rule 13d-4 [17 CFR 240.13d-4] under the Securities Exchange Act of 1934.

(12) Type of Reporting Person--Please classify each "reporting person" according
to  the  following  breakdown  (see  Item  3 of  Schedule  13G)  and  place  the
appropriate symbol on the form:

CategorySymbol

Broker DealerBD

BankBK

Insurance CompanyIC

Investment CompanyIV

Investment AdviserIA

Employee Benefit Plan, Pension Fund, or Endowment FundEP

Parent Holding CompanyHC

CorporationCO

PartnershipPN

IndividualIN

OtherOO

                                       -3-
<PAGE>


                                    Item 1(a)

Name of Issuer:                     

     ELEGANT ILLUSIONS, INC.
     -----------------------
                                    Item 1(b)

Address of Issuer's Principal Executive Offices:

     542 Lighthouse Ave., Suite 5, Pacific Grove, CA 93950
     -----------------------------------------------------
                                    Item 2(a)

Name of Person Filing:    

     James Cardinal
     --------------
                                    Item 2(b)

Address of Principal Business Office or, if none, Residence:

     542 Lighthouse Ave., Suite 5, Pacific Grove, CA 93950
     -----------------------------------------------------
                                    Item 2(c)

Citizenship: 

     United States
     -------------
                                    Item 2(d)

Title of Class of Securities:   

     Common Stock
     ------------
                                    Item 2(e)

CUSIP Number:  

     286171 10 3
     -----------
                                     Item 3

Not Applicable.

                                     Item 4

Ownership.

(a) Amount Beneficially Owned:            

     6,380,000
     ---------
(b) Percent of Class:                        

     36.6%
     -----
(c) Number of shares as to which such person has:

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

      6,380,000
      ---------
                                       -4-
<PAGE>


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

      0
     ---
(iii) sole power to dispose or to direct the disposition of

     6,380,000
     ---------
(iv) shared power to dispose or to direct the disposition of

      0
     ---
                                     Item 5

Ownership of Five Percent or Less of a Class.

     Not Applicable.
     ---------------
                                     Item 6

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

     Not Applicable.
     ---------------
                                     Item 7

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

     Not Applicable.
     ---------------
                                     Item 8

Identification and Classification of Members of the Group.  

     Not Applicable.
     ---------------
                                     Item 9

Notice of Dissolution of Group.  

     Not Applicable.
     ---------------
                                     Item 10

Certification.  

     Not Applicable.
     ---------------
                                    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.

March 11, 1997
- --------------
Date

s/ James Cardinal
- -----------------
Signature

James Cardinal
- --------------
Name/Title



                                       -5-


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