SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.____1_______)
Notify Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
669956104
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(CUSIP Number)
December 31, 1998
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(Date of Event)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[XX] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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. 669956104 13G Page 2 of 4 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. Morton Davis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 72,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 72,000
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8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,704
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.8%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 4 pages
Item 1. (a) Name of Issuer:
Notify Corporation
(b) Address of Issuer's Principal Executive Offices:
1054 S. De Anza Blvd.
Suite 105
San Jose, CA 95129
Item 2. (a) Name of Person Filing:
J. Morton Davis
(b) Address of Principal Business Office:
Mr. Davis' business address is D.H. Blair Investment
Banking Corp. ("Blair Investment") (1), 44 Wall Street,
New York, New York 10005.
(c) Citizenship:
Mr. Davis is a United States citizen.
(d) Title of Class of Securities:
Common Stock, $.001 par value ("shares")
(e) CUSIP Number:
669956104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing 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 Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G)
(h) ( ) Group, in accordance with Section 240.13d-
1(b)(1)(ii)(H)
______________________________________________________________________________
(1) Mr.Davis is an investment banker and sole shareholder of Blair Investment,
a broker-dealer.
<PAGE>
Page 4 of 4 pages
Item 4. Ownership.
(a)(b) As of December 31, 1998 Mr. Davis may be deemed to
beneficially own 288,704 shares or 7.8% of the Issuer's shares
issued and outstanding as follows: (i) 36,000 Units(2) owned
directly by Blair Investment, and (ii) 108,352 Units(2)
owned directly by Rosalind Davidowitz (3).
(c) Mr. Davis has sole power to vote or to direct the vote, to
dispose or to direct the disposition of those shares owned
by Blair Investment. Rosalind Davidowitz has sole voting and
dispositive power over those shares owned directly by her.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purpose or effect.
Signature.
After reasonable inquiry and to the best of my knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
Date: February 15, 1999
By: /s/ J. Morton Davis
-------------------------------
J. Morton Davis
___________________________________________________________________________
(2) Each Unit consists of one share and one Class A Warrant. Each Class A
Warrant entitles the holder to purchase one share at an exercise price of $6.50,
subject to adjustment, through August 28, 2002.
(3) Rosalind Davidowitz is Mr. Davis' wife. Filing of this statement shall
not be deemed an admission by J. Morton Davis that he beneficially owns the
securities attributed to Rosalind Davidowitz for any purpose. J. Morton Davis
expressly disclaims beneficial ownership of all securities held by Rosalind
Davidowitz for any purpose.
