SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
NATIONSMART CORPORATION
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
638587105
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(CUSIP Number)
RAS Securities Corp.
50 Broadway
New York, New York
212 785-5000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement of Schedule 13G to report
the acquisition which is the subject of the 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 this statement [ ].
Page 1 of 5 pages
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CUSIP No. 638587105 Page 2 of 5 pages
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1 NAME OF REPORTING PERSONS
RAS SECURITIES CORP.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
[ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,712,288
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,713,288
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,713,288
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30%
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14 TYPE OF REPORTING PERSON
BD
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CUSIP No. 638587105 Page 3 of 5 pages
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STATEMENT FOR SCHEDULE 13D
This Statement is filed by RAS Securities Corp., a New York corporation
("RAS"), to amend its Schedule 13D with respect to the common stock (the "Common
Stock") of Nationsmart Corporation (the "Issuer"), whose principal executive
office is located at 1164 Lilburn Park Road, St. Louis, Missouri 63146.
Item 3. Source and Amount of Funds or Other Consideration.
The aggregate purchase price of the shares of the Issuer's Common Stock
owned by RAS is approximately $184,600. The shares of Common Stock owned by RAS
were acquired with corporate funds
Item 4. Purpose of Transaction.
In December 1993, RAS co-managed the Issuer's initial public offering, and
has acted as a market maker in its common stock and warrants. Following the
offering, RAS became disappointed with the Issuer's performance and suggested
that the Issuer engage in one or more transactions, none of which occurred.
RAS has no present plan or proposal which would relate to or result in any
of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D.
RAS intends to review its investment in the Issuer on a continuing basis and,
depending on various factors including, without limitation, the Issuer's
business affairs and financial position, the price levels of the Common Stock,
conditions in the securities markets and general economic and industry
conditions, may in the future take such actions with respect to RAS' investment
in the Issuer as it deems appropriate including, without limitation, purchasing
additional shares of Common Stock and/or selling some or all of RAS' shares.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate percentage of shares of Common Stock reported owned by
RAS is based upon 5,686,226 shares outstanding, which is the total number of
shares of Common Stock outstanding as
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CUSIP No. 638587105 Page 4 of 5 pages
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reported in the Company's Form 10-K filed with the Commission on August 17,
1995.
As of the close of business on May 20, 1998:
RAS beneficially owns 1,713,288 shares of Common Stock constituting, in the
aggregate, approximately 30% of the shares outstanding.
(b) By virtue of his position with RAS, Mr. Schneider has the power to vote
and dispose of the shares reported in this Schedule 13D.
(c) Except for transactions effected by RAS in the ordinary course of
performing its market making activities, it has not engaged in any transactions
in the Issuer's Common Stock within the past 60 days except as set forth below.
All transactions effected by RAS were effected in the open market.
Date Amount Price B/S
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4/03/98 45,000 $.05 S
4/28/98 100 .05 B
4/30/98 15,000 .04 B
4/30/98 40,000 .04 B
4/30/98 1,500 .06 B
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 638587105 Page 5 of 5 pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: June 1, 1998 RAS SECURITIES CORP.
By: /s/ Robert Schneider
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Robert Schneider,
Chief Executive Officer
