U.S. Securities and Exchange Commission
Washington, DC 20549
Form 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ---- to ----
Commission File number 0-23439
HARBOR TOWN HOLDING GROUP I, INC.
(Exact name of small business issuer as specified in its charter)
Florida 65-0755340
(State of other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
2608 Oakwood Dr., Largo, Florida 33771
(Address of principal executive offices)
(813) 519-9701
(Issuer's telephone number)
324 Datura St., Suite. 200, West Palm Beach, FL 33401
(Former name, former address, and former fiscal year,
if changed since last report)
Check whether the Issuer (1) filed all reports required to
be filed by Section 13 or 15 (d) of the Exchange Act of 1934
during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been
subject to such filing requirements for at least the past 90
days. Yes _X_ No ___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practicable
date: On November 6, 1998, there were outstanding approximately
20,200,000 shares of common stock, no par value.
Transitional Small Business Disclosure Format (check one);
Yes __ No _X__
<PAGE>
HARBOR TOWN HOLDING GROUP I, INC.
Form 10-QSB Index
September 30, 1998
Page
Part I: Financial Information
Item 1. Financial Statements...................... 2
Balance Sheets Unaudited at September 30, 1998.... 3
Unaudited Statements of Operations for the
Period ended September 30, 1998................... 4
Unaudited Statements of Cash Flow for the
Period Ended September 30, 1998................... 5
Notes to Unaudited Financial Statements........... 6
Item 2. Management's Discussion and Analysis
or Plan of Operation...................... 7
Part II: Other Information
Item 1. Legal Proceedings ..................... 8
Item 2. Changes in Securities.................. 8
Item 3. Defaults Upon Senior Securities ....... 8
Item 4. Submission of Matters to a Vote of
Security Holders ...................... 8
Item 5. Other Information ..................... 8
Item 6. Exhibits and Reports on Form 8-K ...... 8
Signatures............................................. 9
<PAGE> 1
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE> 2
HARBOR TOWN HOLDING GROUP I, INC.
(a development stage company)
CONDENSED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
(Unaudited) *
<S> <C> <C>
ASSETS
Current assets:
Cash $ 1 $ 4,268
$ 1 $ 4,268
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued
expenses $ 1,792 $ 1,530
Stock subject to recission 12,600 12,600
Stockholders' deficit:
Common stock 31,895 31,095
Deficit accumulated during
the development stage ( 46,286) ( 40,957)
Total stockholders' deficit ( 14,391) ( 9,862)
$ 1 $ 4,268
</TABLE>
* Condensed from audited financial statements.
See accompanying notes
<PAGE> 3
HARBOR TOWN HOLDING GROUP I, INC.
(a development stage company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
May 6, 1997
(inception)
Quarter Ended Sept. 30 To Sept 30
1998 1997 1998
<S> <C> <C> <C>
Sales, net $ - $ - $ -
Cost of sales - - -
Gross profit (loss) - - -
General & administrative expenses 815 13,321 46,286
Net loss $( 815) $( 13,321) (46,286)
Net loss per share $ 0.00 $( 0.01)
Number of shares used in earnings
per share computation 20,065,217 2,058,209
</TABLE>
See accompanying notes
<PAGE> 4
HARBOR TOWN HOLDING GROUP I, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
May 6, 1997
(inception)
Quarter Ended Sept. 30 To Sept 30
1998 1997 1998
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $( 815) $( 13,321) $(46,286)
Non cash compensation 800 - 25,895
Changes in assets and liabilities 16 765 1,792
Net cash provided by(used for) for
operations 1 ( 12,556) (18,599)
Cash flows from financing activities
Proceeds from advances converted
to common stock - 12,600 18,600
Net increase in cash 1 44 1
Cash, beginning of period - - -
Cash, end of period $ 1 $ 44 $ 1
Supplemental disclosure:
Cash paid for interest $ - $ - $ -
Income taxes paid $ - $ - $ -
</TABLE>
See accompanying notes
<PAGE> 5
HARBOR TOWN HOLDING GROUP I, INC.
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements of Harbor Town
Holding Group I, Inc. (the "Company") have been prepared in
accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form
10-Q. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the
nine-month period ended September 30, 1998 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1998.
Loss per Share - The Company has adopted Financial Accounting
Standards No. 128, "Earnings per Share" ("FAS 128"), effective
October 1, 1997. FAS 128 requires presentation of earnings or
loss per share on basic and diluted earnings per share. Loss per
share is computed by dividing net income by the weighted average
number of shares outstanding during the period. There are no
potentially dilutive shares outstanding. Restatement of the
prior period for this pronouncement had no effect on the loss per
share amount.
Development Stage Activities - The Company has been in the
development stage since its inception on May 6, 1997. It has
conducted no business other than organize as a corporation. The
accompanying financial statements have been presented in
accordance with generally accepted accounting principles, which
assume the continuity of the Company as a going concern. The
Company has been seeking a merger partner and / or beginning a
business that would generate profits. As of the date of this
financial statement, no definitive arrangement has been made.
2. CAPITALIZATION
The Company was created May 6, 1987 as a wholly owned subsidiary
of Net Lnnx, Inc., which was to act as the receiver of a certain
transferred asset of Net Lnnx, Inc. There was litigation
concerning the transferred asset and the Company and Net Lnnx,
Inc. agreed to void the transfer of the asset. As consideration
for the cancellation, Net Lnnx, Inc. issued a stock for stock
dividend to its shareholders in the Company. Net Lnnx, Inc. is a
shell that has no operations other than seeking possible merger
partners. Securities and Exchange Commission guidelines state
stock issued in a spin-off to another shell corporation is
subject to possible recission and, therefore, does not constitute
the issuance of common stock. Accordingly, the stock issued is
shown on the balance sheet as a category other than equity.
During the quarter, the Company issued 200,000 shares of common
stock as payment for services provided by a Director of the
corporation.
3. INCOME TAXES
The Company has no provision for taxes as they have a net
operating loss of $46,286 that expires in the years 2012 and
2013. No deferred asset has been recorded as the possibility of
benefitting from the net operating loss is dependent on the
Company achieving profitable operations.
<PAGE> 6
Item 2. Management's Discussion and Analysis or Plan of
Operation.
(a) Plan of Operation
The registrant is presently a development stage company
conducting virtually no business operation, other than its
efforts to effect a merger, exchange of capital stock, asset
acquisition or other similar business combination (a "Business
Combination") with an operating or development stage business
which the registrant considers to have significant growth
potential. To date, the registrant has neither engaged in any
operations nor generated any revenue. It receives no cash flow.
The registrant anticipates no capital infusions prior to
effectuating a Business Combination. Until such time as the
registrant effectuates a Business Combination, with the exception
of certain other professional fees and costs for such a
transaction, the registrant expects that it will incur minimal
operating costs throughout 1998.
No officer or director of the registrant is paid any type of
compensation by the registrant and presently, there are no
arrangements or anticipated arrangements to pay any type of
compensation to any officer or director in the near future. The
registrant expects that it will meet its cash requirements until
such time as a Business Combination occurs. However, in the
event the registrant depletes its present cash reserves, the
registrant may cease operations and a Business Combination may
not occur. There are no agreements or understandings of any
kind with respect to any loans from officers or directors of the
registrant on behalf of the registrant.
<PAGE> 7
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Change in Securities
On August 31, 1998, the registrant issued 200,000 shares of
common stock to William R. Colucci, a director of the registrant,
in exchange for Mr. Colucci's services as a director valued at
$800.00 The exemption the registrant relied upon was Section
4(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter
ended September 30, 1998
<PAGE> 8
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HARBOR TOWN HOLDING GROUP I, INC.
Registrant
/s/ Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
President/CEO.
/s/ Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr.
President/CEO
Date: November 6, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,792
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (14,391)
<TOTAL-LIABILITY-AND-EQUITY> 1
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 815
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (815)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (815)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> 0.00
</TABLE>
