SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No.)*
NET LNNX, INC.
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
64107P 10 2
(CUSIP Number)
William R. Colucci
324 Datura Street, Suite 200
West Palm Beach, Florida 33401
(561) 659-1196
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf
of Reporting Person)
July 14, 1998
(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 Section
240.13d-1(e)(f) or (g), check the following box [ ] .
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Section 240.13d-7(b) for other parties to whom copies are to
be sent.
* 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 disclosures provided in
a prior cover page.
The information required on 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. 64107P 10 2
(1) Names of Reporting Persons/SS or IRS Identification Nos.
of Above Persons:
William R. Colucci
(2) Check the Appropriate Row if a Member of a Group (See
Instructions)
(a)
(b)
(3) SEC Use Only
(4) Sources of Funds (See Instructions): OO
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
(6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 190,000
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 190,000
ing Person
With (10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person:
190,000
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented by Amount in Row (11):
7.7%
(14) Type of Reporting Person (See Instructions): IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock, no par value ("Common
Stock") and the Option to buy Common Stock ("Option") of Net
Lnnx, Inc. ("Issuer"). The principal executive offices of the
Issuer are presently located at 324 Datura Street, Suite 200,
West Palm Beach, Florida 33401.
Item 2. Identity and Background
The Reporting Person is William R. Colucci, 324 Datura
Street, Suite 200, West Palm Beach, Florida 33401. On September
22, 1997, Mr. Colucci was appointed Director and Executive Vice
President of the Issuer.
Mr. Colucci, during the last five (5) years has not been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
Mr. Colucci, during the last five (5) years, has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or
is subject to a judgement, decree or final order enjoining final
violations of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violation with
respect to such laws.
Mr. Colucci is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On October 19, 1997, pursuant to a resolution of the
Issuer's Board of Directors, the Reporting Person was granted
41,791 shares of the Issuer's Common Stock, which was restricted
pursuant to Rule 144, and on November 25, 1997, the Reporting
Person was granted the Option to buy 100,000 shares of Common
Stock at $0.69 per share, of which 25,000 Options were redeemed
by the Issuer on January 3, 1998. On July 14, 1998, pursuant to
a resolution of the Issuer's Board of Directors, the Reporting
Person was granted 98,209 shares of the Issuer's Common Stock at
$0.34 per share, (which represents the closing bid price per
share on the date the Common Stock was granted) pursuant to the
Issuer's 1998 Stock Plan in lieu of compensation for serving as
Director and Executive Vice President of the Issuer and other
services to the Issuer.
<PAGE>
Item 4. Purpose of Transaction
The purpose of the transaction was to provide the
Reporting Person with Common Stock of the Issuer as compensation
for the services described in Item 3 above.
The Reporting Person became a Director and Executive
Vice President of the Issuer on September 22, 1997. On behalf
of the Issuer, the Reporting Person is presently seeking
candidates for merger with or acquisition by the Issuer.
The Reporting Person reserves the right to actively pursue
various proposals which could relate to or would result in:
a. The acquisition by any person 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 or transfer 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 existing
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 charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
h. Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
i. A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Act;
j. Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other action which the acquisition of
control of the Issuer by any person; or
k. Any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer
As of July 14, 1998, the Reporting Person had an interest in the
Securities of the Issuer as follows:
Name: William R. Colucci
No. of Shares: 190,000
Voting Power: Sole
Disposition Power: Sole
Aggregate Percentage Beneficially Owned: 7.7%
As set forth in Item 3 above, on July 14, 1998, the Issuer
granted the Reporting Person 98,209 shares of the Issuer's
Common Stock at a price of $0.34 per share as compensation for
serving as a Director and Executive Vice President of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to the Securities of the Issuer.
Except as set forth elsewhere in this Schedule 13D, there
are no understandings, contracts or arrangements among or between
the Reporting Person or any other person with respect to the
transfer of voting of any securities of the Issuer, finder's
fees, joint ventures, loan or option agreements, 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
Not Applicable
SIGNATURES
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.
Dated: July 14, 1998
/s/William R. Colucci
William R. Colucci
