Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

 

CUSIP No.		320097-20-7

Item 1. Security and Issuer

     This Amendment No. 4 to Statement on Schedule 13D (“Amendment No. 4”) is an amendment to Schedule 13D for original date of event of June 27, 1995 filed with the Securities and Exchange Commission (the “Commission”) on July 24, 1995, as amended by Amendment No. 1 thereto for event occurring on December 16, 1996, Amendment No. 2 thereto for event occurring February 11, 1997 and Amendment No. 3 thereto for event occurring June 1, 2004, all relating to shares of Common Stock, par value $0.01 per share, of First Equity Properties, Inc., a Nevada corporation (the “Issuer” or “FEPI”), which has its principal executive offices located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. This Amendment No. 4 is being filed in an abundance of caution to reflect the acquisition of Nevada Sea Investments, Inc. on January 3, 2011 by a newly created Trust. See Item 2 below.

     The Issuer is a Nevada corporation originally incorporated December 19, 1996, and is the ultimate successor-in-interest to Wespac Investors Trust III, a California real estate investment trust (“Wespac”) originally established August 22, 1983. On November 19, 1996, the then shareholders of Wespac approved the conversion of Wespac into FEPI, which was accomplished by incorporating Wespac as a California corporation and merging it into FEPI, previously a wholly-owned subsidiary of Wespac, with FEPI as the surviving entity. The effective date of the merger of FEPI and the California corporation was December 24, 1996. Pursuant to such transaction, persons deemed to be prior holders of shares of beneficial interest, no par value, of Wespac became holders of FEPI Common Stock on a 1-for-1 exchange basis. The CUSIP number of the shares of beneficial interest, no par value, of Wespac was 951032-10-1. Certificates representing shares of FEPI Common Stock were distributed by FEPI’s transfer agent to holders thereof on February 11, 1997. The CUSIP number for the shares of Common Stock of FEPI, par value $0.01 per share, was 320097-10-8.

     Pursuant to the requirements of NRS 78.2055 and NRS 78.320, the requisite number of stockholders of FEPI approved a 1-for-10 reverse split of the shares of Common Stock, without any change in the par value and without any reduction in the authorized number of shares of Common Stock of FEPI pursuant to the Articles of Incorporation. The 1-for-10 reverse stock split was effective on July 12, 2004. The CUSIP number for the post-split shares of Common Stock of FEPI, par value $0.01 per share, is 320097-20-7. Under the approved action, based upon the 10,570,944 old shares outstanding on the Effective Date, the 1-for-10 reverse stock split decreased the number of outstanding shares by approximately 90% which, after giving effect to an upward adjustment or “rounding up” for any fractional shares, added 534 shares to result in 1,057,628 post-split shares outstanding. The 1-for-10 reverse stock split did not adversely affect any stockholders’ proportionate equity interest in FEPI subject to the provisions for elimination of fractional shares by rounding up to the next whole share which slightly increased the proportionate holdings of all stockholders other than Nevada Sea Investment, Inc.

Item 2. Identity and Background

     (a)-(c) and (f). This Amendment No. 4 is filed by Nevada Sea Investments, Inc. (“NSII”), a Nevada corporation which has its principal executive offices located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. NSII’s principal business activity is investment in real estate and securities of other business ventures. The name, business address and capacity with NSII of each of the executive officers or directors of NSII are as set forth on Schedule 1 attached hereto. Each

of the individuals listed on Schedule 1 is a citizen of the United States of America. NSII is wholly-owned by the Nevada Sea Trust, a trust governed by the laws of the State of Texas. The Nevada Sea Trust was established by Trust Agreement dated January 3, 2011 for the benefit of the children of Gene E. Phillips (the “NS Trust”) who, although he is not an officer or director of NSII or a Trustee of the NS Trust, continues to have substantial contact with the management of NSII and has a significant influence on matters as a representative of the NS Trust. Shortly after its creation, the NS Trust acquired from another entity all of the issued and outstanding Common Stock of NSII.

     (d) During the last five years, neither NSII nor any of its executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     During the past five years, neither NSII nor any of its executive officers or directors has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

     No funds were required of NSII to acquire the new shares of FEPI Common Stock on a 1-for-10 exchange basis pursuant to the transaction involving a 1-for-10 reverse share split.

     With respect to the acquisition by NSII from Greenbriar Corporation, a Nevada corporation (“GBR”) on June 1, 2004, of 2,642,736 pre-split shares of Common Stock of FEPI (264,274 shares post-split), no consideration was paid by NSII.

Item 4. Purpose of Transaction

     NSII originally acquired the shares of beneficial interest of Wespac in order to assume day-to-day operating control and management of Wespac (the Issuer’s predecessor), and to attempt to resolve a bankruptcy proceeding involving Wespac through proposing and effectuating a Confirmed Plan and its ultimate modification. At the time of consummation of such transaction, NSII acquired 50% of the issued and outstanding pre-reverse share split shares of FEPI. Subsequently, GBR transferred to NSII effective June 1, 2004 an additional 25% of the pre-reverse split shares of FEPI which, after giving effect to the 1-for-10 reverse share split became an aggregate ownership of 792,821 shares, or approximately 74.9% of the 1,057,628 post-split shares of Common Stock outstanding. NSII has no present plans or proposals which would result in NSII seeking to acquire the entire equity interest in the Issuer. Except as set forth in this Amendment No. 4, NSII has no present plans or proposals which relate to or would result in:

     (a) the acquisition by any person of any additional securities of the Issuer or the disposition of securities of the Issuer, except that NSII may, if the appropriate opportunity exists, acquire additional securities of the Issuer or dispose of any portion or all of its securities of the Issuer presently owned; or

     (b) an extraordinary corporation transaction such as a merger, reorganization or liquidation involving the Issuer; or

     (c) a sale or transfer of a material amount of assets of the Issuer; or

     (d) a 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 fill any existing vacancies on the Board of Directors except that the following individuals who are also designees of NSII, Co-Trustees of the NS Trust and employees of one of NSII’s affiliates have been elected as the two members of the Board of Directors:

Gene S. Bertcher
Steven A. Shelley;

     or

     (e) any material change in the present capitalization or dividend policy of the Issuer; or

     (f) any other material change in the Issuer’s business or corporate structure; or

     (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, except that the ownership of the number of shares of FEPI Common Stock (post-reverse split) by NSII described in Item 5 below could have the effect of making it more difficult for persons to obtain control of the Issuer in the future; or

     (h) causing a class of securities of the Issuer to be de-listed from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of registered national securities association; or

     (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

     (j) any action similar to any of those enumerated above.

Item 5. Interest and Securities of the Issuer

     (a) As of January 3, 2011, an aggregate of 792,821 Shares of FEPI post-split Common Stock were held by NSII, which constitutes an aggregate of 74.9% of the total number of 1,057,628 post-split shares of Common Stock outstanding as of such date.

     (b) NSII has the sole power to vote 792,821 shares of FEPI post-split Common Stock and, subject to compliance with applicable securities laws, NSII has the sole power to dispose of all of such 792,821 shares of Common Stock of the Issuer.

     (c) During the sixty calendar days ended January 3, 2011, NSII did not engage in any transaction in pre or post-split shares of FEPI Common Stock or any other equity interest derivative

thereof. Effective June 1, 2004, GBR conveyed and transferred to NSII an aggregate of 2,642,736 pre-split shares of Common Stock of FEPI (264,274 post-split shares) for no consideration.

     (d) No person other than NSII or its Board of Directors is known to have the right to receive or the power to direct receipt of dividends from, or proceeds from the sale of, the 792,821 post-split shares of FEPI Common Stock held by NSII.

     (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

     Neither NSII nor the NS Trust have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer of voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

     None.

SIGNATURE

     After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Amendment No. 4 to Statement on Schedule 13D is true, complete and correct.

SCHEDULE 1

EXECUTIVE OFFICERS AND DIRECTORS OF

NEVADA SEA INVESTMENTS, INC.

Name and Capacity with				Present Business in
Nevada Sea Investments, Inc.		Business Address		which Employment is Conducted
Louis J. Corna, Vice President and Secretary		1800 Valley View Lane Suite 300 Dallas, TX 75234		Executive Vice President, Tax Counsel, General Counsel and Secretary, Prime Income Asset Management LLC
Gene S. Bertcher, Director, Vice President and Treasurer		1800 Valley View Lane Suite 300 Dallas, TX 75234		Executive Vice President and Chief Financial Officer, Prime Income Asset Management LLC
Daniel J. Moos, Director		1800 Valley View Lane Suite 300 Dallas, TX 75234		President, Prime Income Asset Management LLC