UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Market America, Inc.
(Name of Issuer)
Common Stock, $.00001 par value
(Title of Class of Securities)
570556100
(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 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).
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CUSIP No. 570556100
(1) Name of Reporting Person
James H. Ridinger
S.S. or I.R.S. Identification No. of Above Person
SS No. 174-44-038
(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) /X/
(3) SEC Use Only
Citizenship or Place of Organization
USA
(5) Sole Voting Power
Number of 13,945,100
Shares
Beneficially (6) Shared Voting Power
Owned By 101,400
Each
Reporting (7) Sole Dispositive Power
Person 13,945,100
With
(8) Shared Dispositive Power
2,078,500
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
16,032,600
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
(11) Percent of Class Represented by Amount in Row (9)
80.3%
(12) Type of Reporting Person
IN
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Item 1(a). Name of Issuer
Market America, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices
7605-A Business Park Drive, Greensboro, North Carolina 27409
Item 2(a). Name of Person Filing
James H. Ridinger
Item 2(b). Address of Principal Business Office or, if None, Residence
7605-A Business Park Drive, Greensboro, North Carolina 27409
Item 2(c). Citizenship
United States of America
Item 2(d). Title of Class of Securities
Common Stock, $.00001 par value
Item 2(e). CUSIP Number
570556100
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b), check
whether the filing person is a
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the Investment
Company Act
(e) [ ] Investment Adviser registered under section 203 of the Investment
Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974
or Endowment Fund; see ss. 240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss. 240.13d-1(b)(1)(ii)(G)
(h) [ ] Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H)
<PAGE>
Item 4. Ownership*
As of December 31, 1993:
(a) Amount Beneficially Owned: 19,950,000
(b) Percent of Class: 100.0%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 14,922,600
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition
of: 14,922,600
(iv) shared power to dispose or to direct the disposition
of: 5,027,400(1)
As of December 31, 1994:
(a) Amount Beneficially Owned: 16,638,400
(b) Percent of Class: 83.9%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 13,795,100
(ii) shared power to vote or to direct the vote: 101,400(2)
(iii) sole power to dispose or to direct the disposition
of: 13,795,100
(iv) shared power to dispose or to direct the disposition
of: 2,944,700(3)
As of December 31, 1995:
(a) Amount Beneficially Owned: 15,307,600
(b) Percent of Class: 76.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 13,945,100
(ii) shared power to vote or to direct the vote: 101,400(2)
(iii) sole power to dispose or to direct the disposition
of: 13,945,100
(iv) shared power to dispose or to direct the disposition
of: 1,362,500(3)
As of December 31, 1996:
(a) Amount Beneficially Owned: 16,023,600
(b) Percent of Class: 80.3%
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* All numbers of shares of the Issuer's Common Stock in this Schedule 13G have
been adjusted to account for the Issuer's January, 1994 133-for-1 forward stock
split; all percentages are based upon 19,950,000 shares reported by the Issuer
to have been outstanding at all relevant times.
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(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 13,945,100
(ii) shared power to vote or to direct the vote: 101,400(2)
(iii) sole power to dispose or to direct the disposition
of: 13,945,100
(iv) shared power to dispose or to direct the disposition
of: 2,078,500(3)
- ----------
(1) Constitutes shares believed to have been under the investment control of Mr.
Gilbert Zwetsch, W. 403 25th, Spokane, Washington 99203.
(2) Constitutes shares registered in the name of Loren Ashley Ridinger, Mr.
Ridinger's wife, of which Mr. Ridinger disclaims beneficial ownership.
(3) Includes the 101,400 shares discussed above registered in the name of Ms.
Ridinger. Also includes shares believed to have been under the investment
control of Mr. Zwetsch, and certain shares under the investment control of Codan
Trust Company, c/o Conyers, Dill & Pearman, Barristers & Attorneys, Hamilton,
Bermuda.
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. [ ]
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 a Group
Not applicable.
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Item 9. Notice of Dissolution of a 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.
Date: February 14, 1997
Signature: _______________/s/_________________
Name: James H. Ridinger
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
