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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2) (1)
NORRIS COMMUNICATIONS CORP.
(Name of issuer)
COMMON STOCK, n.p.v.
(Title of class of securities)
656-37E10-3
(CUSIP number)
Samuel M. Krieger, Esq., 319 Fifth Avenue, New York, New York 10016
(Name, address and telephone number of person
authorized to receive notices and communications)
September 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 [ ].
Check the following box if a fee is being paid with the 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.)
Note. Six copies of this statement, including all exhibits, should be file
with the Commission. See Rule 13d-1 (a) for other parties to whom copies are to
be sent.
(Continued on following pages) (Page 1 of 5 Pages)
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(1) 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 on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 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. 65637E10-3 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ ]
GROSS FOUNDATION, INC.
EIN No. 11-3006419
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,531,440
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,531,440
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,531,440
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.57%
14 TYPE OF REPORTING PERSON*
Company
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Page 3 of 5 Pages
ITEM 1. Security and Issuer
NORRIS COMMUNICATIONS CORP.
12725 Stowe Drive, Poway, California 92064
Common Stock, n.p.v.
ITEM 2. Identity and background:
Reporting Entity
a. Gross Foundation, Inc.
b. 1660 49th Street, Brooklyn, New York 11204
c. State of Organization: New York
Principal Business: Charitable Foundation
d. None
e. None
Name of Executive officers and principal members of Reporting Entity
a. Chaim Gross - President
b. 1660 49th Street, Brooklyn, New York 11204
c. Investment
d. None
e. None
f. USA
a. Faige Gross - Secretary
b. 1660 49th Street, Brooklyn, New York 11204
c. Housewife
d. None
e. None
f. USA
a. Dov Gross - Vice President
b. 1660 49th Street, Brooklyn, New York 11204
c. Investment
d. None
e. None
f. USA
ITEM 3. Source and Amount of Funds or Other Consideration
Working capital of Gross Foundation, Inc. and exercise of Warrants
ITEM 4. Purpose of Transaction
The Shares deemed to be beneficially owned by the Reporting Entity were
acquired
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Page 4 of 5 Pages
for, and are being held for, investment purposes. The Reporting Entity
has no plan or proposal that related to, or would result in, any of the
actions enumerated in Item 4 of the instructions to Schedule 13D.
ITEM 5. Interest in Securities of Issuer
a. & b. As of September 30, 1997, the Reporting Entity is deemed to be the
beneficial owner of 2,531,440 Shares. Based on the information supplied by the
Issuer's Transfer Agent, as of September 30, 1997, there were 55,413,403 Shares
outstanding. Therefore, the Reporting Entity is deemed to beneficially own 4.57%
of the outstanding Shares. The Reporting Entity has the power to vote, direct
the vote, dispose of or direct the disposition of all the Shares that it is
deemed to beneficially own.
c. The shares of Common Stock were issued pursuant to a Warrant Agreement
dated June 7, 1996, a copy of which is filed as Exhibit 4.9 to Form 8-K dated
April 5, 1996. As at the date hereof, the Reporting Entity owned approximately
$760,000 in unexercised warrants but the Reporting Entity believes that there
are not sufficient authorized but unissued shares available to effect exercise
of such warrants.
Recent transactions by the Reporting Entity are as follows:
1. On September 19, 1997, 705,866 Shares were issued to the Reporting
Entity upon conversion of Warrants at $.0875 per share.
2. From August 26, 1997 to September 29, 1997, the Reporting Entity sold
1,585,088 Shares at prices ranging from $.0975 to $.20.
d. N/A
e. N/A
None of the officers of Gross Foundation, Inc. own any shares of the
Issuer.
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Page 5 of 5 Pages
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None
ITEM 7. Material to be filed as Exhibits
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.
October 8, 1997
[Date]
GROSS FOUNDATION, INC.
By: /s/ Chaim Gross
CHAIM GROSS
Title: President
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of any title of each person who signs the statement shall be typed or
printed beneath his signature.
