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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)(1)
NORRIS COMMUNICATIONS CORP.
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(Name of issuer)
COMMON STOCK, n.p.v.
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(Title of class of securities)
656-37E10-3
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(CUSIP number)
Samuel M. Krieger, Esq., 319 Fifth Avenue, New York, New York 10016
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(Name, address and telephone number of person
authorized to receive notices and communications)
October 30, 1997
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(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)
(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
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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 3,182,640
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
3,182,640
PERSON WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,182,640
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.64%
14 TYPE OF REPORTING PERSON*
Company
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Page 3 of 5 Pages
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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
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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 October 30, 1997, the Reporting Entity is deemed
to be the beneficial owner of 3,182,640 Shares. Based on the information
supplied by the Issuer's Transfer Agent, as of October 30, 1997, there were
56,413,405 Shares outstanding. Therefore, the Reporting Entity is deemed to
beneficially own 5.64% 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 $714,848 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 October 30, 1997, 711,195 Shares were issued to the
Reporting Entity upon conversion of Warrants at $.0875 per share.
2. From September 30, 1997 to November 11, 1997, the Reporting
Entity sold 100,000 Shares at prices ranging from $.1725 to $.179.
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
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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.
November 13, 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.
