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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Amendment No. ________
Sims Communication, Inc.
Name of Issuer
Common Stock
Title of Class of Securities
829158401
CUSIP Number
Michael Pickens/P.O. Box 76, Nocona , Texas 76255/ (940) 825-3034
Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications
March 25, 1998
Date of Event which Requires Filing of this Statement
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CUSIP NO. 829158401
1. Names of Reporting Persons: M3, Inc.
2. Check the Appropriate Box if a Member of a Group
(A) N/A
(B) N/A
3. SEC Use Only
4. Source of Funds:WC/00--(See Item 3 narrative for explanation of 00)
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): N/A
6. Place of Organization: Delaware
Number of 7. Sole Voting Power 150,000
Shares Bene-
ficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 150,000
Reporting
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each reporting person: 150,000 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
13. Percent of Class Represented by Amount in Row (11): 3.17%
14. Type of Reporting Persons: CO
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CUSIP NO. 829158401
1. Name of Reporting Person: Southwest Sites, Inc.
2. Check the Appropriate Box if a Member of a Group
(A) N/A
(B) N/A
3. SEC Use Only
4. Source of Funds:WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e): N/A
6. Place of Organization: Texas
Number of 7. Sole Voting Power 87,000
Shares Bene-
ficially 8. Shared Voting Power 0
Owned by
Each 9. Sole Dispositive Power 87,000
Reporting
Person With 10. Shared Dispositive Power 0
11. Aggregate Amount Beneficially Owned by Each reporting person: 87,000 shares
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares: N/A
13. Percent of Class Represented by Amount in Row (11): 1.83%
14. Type of Reporting Persons: CO
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Item 1. Security and Issuer
Common Stock. Sims Communications, Inc., 17821 Skypark Circle, Suite G, Irvine,
California, 92614
Item 2. Identity and Background
M3, Inc. (A Delaware Corporation) and Southwest Sites, Inc. (a Texas
Corporation), both have their principal offices at P.O. Box 76, Nocona, Texas,
76255. Both M3, Inc. and Southwest Sites, Inc.'s principal business is financial
services. Neither M3, Inc. nor Southwest Sites, Inc. have applicable responses
to Paragraph (d) or (e) of this Item.
Item 3. Source and Amount of Funds or Other Consideration
Southwest Sites, Inc. used working capital (WC) to purchase the issuers shares.
M3, Inc. purchased 100,000 shares on or about February 9, 1998 in exchange for a
research report to be prepared for the issuer (see Exhibit A, attached hereto)
and used working capital to purchase 500,000 of the issuers shares on or about
February 11, 1998, (see Exhibit B, attached hereto) [N.B.: M3, Inc. now
beneficially owns 150,000 shares rather that the 600, 000 it purchased
originally, since on or about February 16, 1998, the issuer effected a 1 for 4
reverse split of its common stock (see Exhibit C, attached hereto].
Item 4. Purpose of Transaction.
The purpose of the acquisitions by both M3, Inc. and Southwest Sites, Inc. was
for investment. Neither M3, Inc. nor Southwest Sites, Inc. has any current plans
or proposals which relate to or would result in any of the enumerated paragraphs
(a) - (h) of this Item 4.
Item 5. Interest in Securities of the Issuer
(A) M3, Inc. beneficially owns 150,000 shares, or approximately 3.17% of the
issuer's common stock. Southwest Sites, Inc. beneficially owns 87,000 shares, or
approximately 1,83% of the issuer's common stock.
(B) M3, Inc. holds 150,000 shares of the issuer that it has sole power to vote
or direct the vote, and the power to dispose or direct the disposition of, and 0
shares that it has shared power to vote or direct the vote and shared power to
dispose or direct the disposition of. Southwest Sites, Inc. has 87,000 shares of
the issuer that it has sole power to vote or direct the vote, and the power to
dispose or direct the disposition of, and 0 shares that it has shared power to
vote or direct the vote and shared power to dispose or direct the disposition
of.
(C) On or about February 9, 1998, M3, Inc. received 100,000 shares of the
issuer's common stock in exchange for a research report to be prepared for the
issuer (see Exhibit A, attached hereto). On or about February 11, 1998, M3, Inc.
purchased 500,000 shares of the issuer's common stock for $.20 per share,
pursuant to a Subscription Agreement between the issuer and M3, Inc. (see
Exhibit B, attached hereto).
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Between on or about February 27, 1998 and March 25, 1998, Southwest Sites, Inc.
purchased an aggregate of 87,000 shares of the issuer's common stock. The
respective dates of those transactions, the amount of securities involved, the
prices per share and the manner of the transactions are evidenced by the trade
confirmations (see Exhibit D, attached hereto).
(D) N/A
(E) N/A
Item 6. Contracts, etc. with respect to Securities of the Issuer
On or about February 9, 1998, M3, Inc. and the issuer entered into a letter
agreement (see Exhibit E, attached hereto) whereby, among other terms and
conditions, the issuer agreed to issue an aggregate of 100,000 shares of common
stock in exchange for M3, Inc. preparing a research report on the issuer.
Pursuant to this letter agreement the issuer also agreed to sell 500,000 shares
of the restricted stock from the issuer. The terms and conditions of the
purchase of 500,000 shares are contained in a Subscription Agreement between the
issuer and M3, Inc. dated on or about February 11, 1998.
Item 7. Material to be Filed as Exhibits
See attached Exhibits A-E.
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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: March 26, 1998
By: /s/ Michael O. Pickens
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Michael O. Pickens, President
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EXHIBIT LIST
A. Research report
B. Sims Subscription Agreement
C. News Report
D. Trade Confirmations
E. Letter Agreement
** On April 2, 1998, the Securities and Exchange Commission granted us a
continuing hardship exemption. Therefore, all the exhibits will be filed
pursuant to Form SE.**
