OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
EMB CORPORATION
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
268618 30 3
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(CUSIP Number)
Rodney K. Thompson, President
FGFC Holdings, Inc.
3 Hutton Center Drive, Suite 150
Santa Ana, CA 92707
(714) 429-1212
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 6, 2002
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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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
CUSIP No. 268618 30 3
1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
FGFC Holdings, Inc.
33-0983523
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) n/a
(b) n/a
3. SEC Use Only
4. Source of Funds (See Instructions) n/a
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) _____
6. Citizenship or Place of Organization United States
Number of 7. Sole Voting Power -0-
Shares
Beneficially 8. Shared Voting Power -0-
Owned by
Each 9. Sole Dispositive Power -0-
Reporting
Person With 10. Shared Dispositive Power -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person -0-
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) _____
13. Percent of Class Represented by Amount in Row (11) -0-
14. Type of Reporting Person (See Instructions) CO
Item 1. Security and Issuer.
Common Stock, no par value
EMB Corporation
5075 Warner Avenue
Suite B
Huntington Beach, CA 92649
Item 2. Identity and Background.
(a) FGFC Holdings, Inc., a California corporation
(b) 3 Hutton Center Drive
Suite 150
Santa Ana, CA 92707
(c) Holding company
(d) During the last five years, none of FGFC Holdings, Inc., its officers
or directors has been convicted in a criminal proceeding.
(e) During the last five years, none of FGFC Holdings, Inc., its officers
or directors have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment,
decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) n/a
Item 3. Source and Amount of Funds or Other Consideration.
On September 6, 2002, FGFC Holdings, Inc., EMB Corporation and First
Guaranty Financial Corporation entered into an agreement rescinding the
Purchase Agreement dated September 30, 2001, pursuant to which FGFC
Holdings, Inc. had acquired the 5,000,000 shares of common stock, no par
value, of EMB Corporation. As a result thereof, FGFC Holdings, Inc. is no
longer a shareholder of EMB Corporation. FGFC Holdings, Inc. believes that
EMB Corporation will promptly file a Current Report on Form 8-K disclosing
this event.
Item 4. Purpose of Transaction.
Reference is made to the response set forth in Item 3, above, regarding the
purpose of the disposition. Additionally, the reporting person currently
has no plans or proposals that relate to or would result in:
(a) The acquisition by any persons of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale of a material amount of assets of the issuer or any of its
subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term
of directors or to fill any vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
(g) Changes in the issuer's character, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing the common stock of the issuer to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association, specifically the OTC-BB;
(i) Causing the common stock of the issuer to become eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934; or
(j) Any other action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the rescission of the September 30, 2001 Purchase
Agreement, FGFC Holdings, Inc. no longer is a shareholder of EMB
Corporation.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Not Applicable.
Item 7. Exhibits.
Not Applicable. (FGFC Holdings, Inc. believes that EMB Corporation will
promptly file a Current Report on Form 8-K disclosing this event, which Report
will include all relevant rescission documents 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.
September 9, 2002
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Date
FGFC Holdings, Inc.
By: /s/ Rodney K. Thompson
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Signature
Rodney K. Thompson, President
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Name/Title