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 June 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 (I.R.S. Employer
incorporation or organization) Identification No.)
324 Datura St., Suite. 200, West Palm Beach, FL 33401
(Address of principal executive office and zip code)
(561) 659-1196
(Issuer's telephone number)
(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 August 7, 1998, there were outstanding approximately
20,000,000 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
June 30, 1998
Page
Part I: Financial Information ....................... 2
Item 1. Financial Statements ................... 3
Balance Sheets Unaudited at June 30, 1998....... 4
Unaudited Statements of Operations for the
Period ended June 30, 1998...................... 5
Unaudited Statements of Cash Flow for the
Period Ended June 30, 1998...................... 6
Notes to Unaudited Financial Statements ........ 7
Item 2. Management's Discussion and Analysis
or Plan of Operation.......................... 8
Part II: Other Information ........................ 8
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>
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
<PAGE>
HARBOR TOWN HOLDING GROUP I, INC.
CONDENSED BALANCE SHEET
(A Development Stage Company)
June 30, 1998
(Unaudited)
ASSETS
Current assets:
Cash $ -
$ -
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,777
Stock subject to recession 12,600
Stockholders' equity:
Common stock 31,095
Deficit accumulated during the
development stage ( 45,472)
Total stockholders' deficit ( 14,377)
$ -
See accompanying notes
<PAGE>
HARBOR TOWN HOLDING GROUP I, INC.
(A Development Stage Company)
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
May 6, 1997 (inception)
Quarter Ended To June 30
Jun. 30, 1998 1997 1998
<S> <C> <C> <C>
Sales, net $ - $ - $ -
Cost of sales - - -
Gross profit (loss) - - -
General and administrative
expenses 45 - 45,427
Net loss ( 45) - (45,472)
Net loss per share $ 0.00 $ 0.00
Number of shares used in
earnings per share computation 20,000,000 0
</TABLE>
See accompanying notes
<PAGE>
HARBOR TOWN HOLDING GROUP I, INC.
(A Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
May 6, 1997 (inception)
Quarter Ended To June 30
Jun. 30, 1998 1997 1998
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ ( 45) $ - $(45,472)
Non cash compensation - - 25,095
Changes in assets and liabilities ( 223) - 1,777
Net cash provided (used) for
operations ( 268) - (18,600)
Cash flows from financing
activities
Proceeds from advances converted to
common stock - - 18,600
Net increase (decrease) in cash ( 268) - -
Cash, beginning of period 268 - -
Cash, end of period $ - $ - $ -
Supplemental disclosure:
Cash paid for interest $ - $ - $ -
Income taxes paid $ - $ - $ -
</TABLE>
See accompanying notes
<PAGE>
HARBOR TOWN HOLDING GROUP I, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1998
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
three-month period ended June 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 potentailly 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. It
intends to seek and acquire merger partners that have ongoing
operations. 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 entered into negotiations to
merge, but no agreement has been signed as of the date of this
financial statement.
2. CAPITALIZATION
The initial cash came as an advance from Net Lnnx, Inc. As
consideration to cancel the debt resulting from the advance, the
Company issued 2,058,209 shares of its stock to Net Lnnx, Inc.
On May 21, 1997, Net Lnnx, Inc. spun off all shares of the
Company, which it owned, to its shareholders as a stock dividend
on a share for share basis. Net Lnnx, Inc. is a shell that has
no operations other than seeking possible merger partners.
Securities and Exchange Commissions' guidelines state stock
issued in a spin-off of a shell corporation to another shell
corporation is subject to possible recision 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.
<PAGE>
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.
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
Not Applicable
Item 2. Change in Securities
Not Applicable
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 June 30, 1998
<PAGE>
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: August 7, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Balance
Sheet, Statement of Operations, Statements of Cash Flows and Notes thereto
incorporated in Part I, Item 1. of this Form 10-QSB and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,777
<BONDS> 0
0
0
<COMMON> 43,695
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4,515
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,515)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,515)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> 0
</TABLE>
