SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Harbor Town Holding Group I, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
411561 10 3
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(CUSIP Number)
David M. Bovi
319 Clematis Street, Suite 804
West Palm Beach, Florida 33401
(561) 655-0665
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Reporting Person)
February 2, 1998
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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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d.1(b)(3) or (4), check the following
box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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.)
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CUSIP No. 411561 10 3
1) Names of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons:
David M. Bovi
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3) SEC Use Only
4) Sources of Funds (See Instructions): AF
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 17,931,250 (1)
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 17,931,250 (1)
ing
Person
With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 17,931,250(1)
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
13) Percent of Class Represented by Amount in Row (11): 89.7%
14) Type of Reporting Person (See Instructions): IN
(1) Includes 17,631,250 shares of common stock which Wheeler Group II, Inc.
has the right to vote pursuant to its ownership of such shares. These
17,631,250 shares of common stock are attributable to Mr. Bovi by virtue of
his position as an officer, director, and controlling shareholder of Wheeler
Group II, Inc. See Items 2 and 3 herein for additional information with
respect to this.
<PAGE>
CUSIP No. 411561 10 3
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1) Names of Reporting Persons/S.S. or I.R.S. Identification
Nos. of Above Persons:
Wheeler Group II, Inc., a Florida corporation
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
3) SEC Use Only
4) Sources of Funds (See Instructions): WC/OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 17,631,250 (1)
Shares
Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 17,631,250 (1)
ing
Person
With (10) Shared Dispositive Power -0-
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 17,631,250(1)
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row (11): 88.2%
14) Type of Reporting Person (See Instructions): CO
(1) Does not include 300,000 shares of common stock which David M. Bovi, an
officer and director and controlling shareholder of Wheeler Group II, Inc.
owns individually. Wheeler Group II, Inc. disclaims beneficial ownership of
these 300,000 shares. See Items 2 and 3 herein for additional information
with respect to this.
<PAGE>
Item 1. Security and Issuer
This statement relates to the common stock, no par value ("Common Stock")
of Harbor Town Holding Group I, Inc. (the "Issuer"). The principal executive
offices of the Issuer are presently located at 324 Datura Street, Suite 303,
West Palm Beach, Florida 33401.
Item 2. Identity and Background
This statement is jointly filed pursuant to Rule 13d-1(f) by David M.
Bovi, an individual and Wheeler Group II, Inc. ("Wheeler"), a Florida
corporation.
Mr. Bovi is a director of the Issuer. Mr. Bovi is also a director,
president and controlling shareholder of Wheeler, a privately held business
consulting and holding corporation. Mr. Bovi's principal occupation is an
attorney in the State of Florida. Mr. Bovi's business address is 319 Clematis
Street, Suite 804, West Palm Beach, Florida 33401. This address is also
Wheeler's principal office and business address.
Neither David M. Bovi nor Wheeler, during the last five (5) years has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Neither David M. Bovi nor Wheeler, during the last five (5) years, has
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.
David M. Bovi is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On November 6, 1997, Wheeler entered into an agreement with the Issuer
whereby Wheeler would receive 17,931,250 shares of Common Stock, 300,000 of
which were to be issued in the name of David M. Bovi, in exchange for cash in
the amount of $6,000 and Wheeler providing third party legal services valued
at $25,000. The source of the cash was from Wheeler's working capital. On
November 14, 1997, Wheeler issued an unsecured promissory note in the amount
of $6,200 to Lincoln Consulters & Investors, Inc., a Florida corporation, in
order to obtain working capital to purchase a portion of the 17,931,250 shares
of Common Stock acquired.
<PAGE>
Item 4. Purpose of Transaction
The purpose of the transaction was to grant control of the Issuer to
Wheeler and to provide the Issuer with working capital and legal services in
order to register the Issuer under Section 12(g) of the Securities Exchange
Act of 1934. The 17,631,250 shares of Common Stock is now part of Wheeler's
investment portfolio. Mr. Bovi is a Director of the Issuer, and along with
other directors and officers of the Issuer, is seeking candidates for merger
with or acquisition by the Issuer.
Both Mr. Bovi and Wheeler reserve 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. Any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer
As of February 2, 1998, the aggregate number and percentage of class of
securities identified pursuant to Item 1 beneficially owned by each person
named in Item 2 may be found in rows 11 and 13 of the cover pages.
The powers of the Reporting person identified in the preceding paragraph
has relative to the shares discussed herein may be found in rows 7 through 10
of the cover pages.
No transactions in the class of securities reported on were effected by
any of the persons named in Item 5(a) during the past 60 days.
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
contracts, arrangements, understandings or relationships among the Persons
named in Item 2 and between such persons and any other person with respect to
any securities of the Issuer, including but not limited to the transfer of
voting of any securities, 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.
A. Joint Filing Agreement between Wheeler Group II, Inc. and
David M. Bovi.
B. Stock Purchase Agreement between the Issuer and Wheeler
Group II, Inc.
C. Promissory Note in the amount of $6,200 dated November 14, 1997.
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: February 9, 1998
/s/David M. Bovi
David M. Bovi, President
Wheeler Group II, Inc.
s/David M. Bovi
David M. Bovi
<PAGE>
[EXHIBIT A]
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between David M.
Bovi, an individual ("Bovi"); and Wheeler Group II, Inc., a Florida
corporation ("Wheeler"), on February 2, 1998.
PREMISE
WHEREAS, Bovi and Wheeler are required to file Schedule 13D, and
amendments thereto, as promulgated under the Securities Exchange Act of 1934,
as amended ("Exchange Act"), due to their beneficial ownership of Harbor Town
Holding Group I, Inc., a Florida corporation ("Harbor"), in excess of 5% of
the outstanding shares of Harbor.
NOW THEREFORE, based on the foregoing premise, which is incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements contained herein, and in reliance on the representations and
warranties set forth in this Agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the parties hereto agree as follows:
1. Bovi and Wheeler acknowledge that each are required to file Schedule
13D, and amendments thereto, as promulgated under the Exchange Act, due to
their beneficial ownership in excess of 5% of the outstanding shares of
Harbor and, in the interest of consolidation and efficiency, desire to file a
single statement pursuant to Rule 13d-1(f) of the Exchange Act.
2. Bovi and Wheeler hereby consent to have a single Schedule 13D filed in
a joint manner pursuant to Rule 13d-1(f) of the Exchange Act in fulfillment of
the individual obligation of Bovi and the individual obligation of Wheeler to
file Schedule 13D, and amendments thereto.
IN WITNESS WHEREOF, the signatures of the parties hereto evidence their
mutual assent and acceptance of the Agreement as of the date first set forth
above.
WHEELER GROUP II, INC.
/s/David M. Bovi
David M. Bovi, President
David M. Bovi
/s/David M. Bovi
David M. Bovi, Individually
<PAGE>
[EXHIBIT B]
SUBSCRIPTION AGREEMENT
In consideration of the subscriptions of others, and for other lawful and
sufficient consideration, the receipt of which is acknowledged, the
undersigned subscribes to and agrees to purchase 17,931,250 shares of the
common capital stock of Harbor Town Holding Group I, Inc. ("Harbor"), a
Florida corporation (17,631,250 shares to be issued in the name of Wheeler
Group II, Inc., a Florida corporation ("Wheeler") and 300,000 shares to be
issued in the name of David M. Bovi), in exchange for (i) $6,000 cash, and
(ii) Wheeler purchasing $25,000 in pre-paid legal services on behalf of the
Company to effectuate the legal aspects of a registration statement on Form
10SB under the Securities Exchange Act of 1934. (See Exhibit "A" attached
hereto.) Notwithstanding the foregoing, the undersigned's subscription shall
be contingent upon Harbor canceling (i) the June 5, 1997 assignment to Harbor
of the $475,000 promissory note made to Net Lnnx, Inc. dated January 17, 1997
which Net Lnnx assigned to Harbor; and (ii) the June 6, 1997 addendum to the
assignment of the promissory note entered into between Harbor and Net Lnnx,
Inc. which suspended the June 5, 1997 assignment until an unspecified future
date. The subscription may be accepted by the corporation at any time and the
subscription price under this agreement shall be payable in full on demand by
the corporation.
The undersigned represents and agrees that Wheeler is a Florida
corporation; that it is purchasing the securities subscribed for investment
only, for its own account, and not with any view to resale; and that it
understands that the securities will be issued, without registration, under
exemptions in the federal and state securities laws which depend upon the
intent represented and that the corporation will rely on the representation in
issuing the securities without registration. The undersigned further agrees
that the share certificates issued pursuant to this subscription, and any
replacements may be marked with a legend to the effect that the securities
cannot be sold or transferred without an opinion of counsel satisfactory to
the corporation that neither the sale nor the proposed transfer constitutes a
violation of any federal or state securities law.
This subscription contains the entire contract between the subscriber and
the company, and no agent or representative of the company or any other person
has any power to change or alter the terms of this subscription.
Dated: November 6, 1997 Agreed to this 6th day of
November 1997
WHEELER GROUP II, INC. HARBOR TOWN HOLDING GROUP I, INC.
By:/s/David M. Bovi By:/s/Ronald W. Hayes, Jr.
David M. Bovi, President Ronald W. Hayes, Jr., President
<PAGE>
Exhibit A
Retainer Contract
Agreement made November 6, 1997 between Wheeler Group II, Inc., a Florida
corporation ("Wheeler"), Harbor Town Holding Group I, Inc., a Florida
corporation ("Harbor"), and David M. Bovi, P.A., a Florida professional
corporation ("Attorney").
1. Wheeler employs Attorney on behalf of Harbor to prepare Harbor's Form
10-SB Registration Statement pursuant to the Securities Exchange Act of 1934
for filing with the Securities Exchange Commission (the "Services").
2. Wheeler agrees to pay attorney for the Services a flat fee of $25,000,
payable upon completion of the Services.
3. In consideration of payment, Attorney agrees to accept employment and
to render the Services to Harbor at such time when Harbor so requests.
The parties hereto agree to the foregoing as of the date first written
above.
WHEELER GROUP II, INC.
/s/David M. Bovi
David M. Bovi, President
HARBOR TOWN HOLDING GROUP I, INC.
/s/Ronald W. Hayes, Jr.
Ronald W. Hayes, President
DAVID M. BOVI, P.A.
/s/David M. Bovi
David M. Bovi, President
<PAGE>
[EXHIBIT C]
PROMISSORY NOTE
West Palm Beach, Florida
Principal Amount: $6,200
Date: November 14, 1997
Wheeler Group II, Inc., a Florida corporation (the "Maker"), for value
received, promises to pay to the order of Lincoln Consulters & Investors,
Inc., a Florida corporation (the "Payee"), at the office of the Payee at 810
Saturn Street, Suite 16-432, Jupiter, Florida 33477, or such other place that
Payee may designate to Maker in writing from time to time the principal sum of
Six Thousand Two Hundred Dollars ($6,200) payable with interest thereon from
the date hereof computed on the basis of the actual number of days elapsed and
a year of 360 days, at such rates as are hereinafter provided; said principal
and interest to be paid without offset or deduction in lawful money of the
United States of America which shall at the time of payment be legal tender in
payment of all debts and dues, public and private, subject to the following
terms and conditions:
1. INTEREST RATE
The principal amount hereof together with accrued unpaid interest shall
bear interest, as adjusted at a rate calculated as provided herein. From the
date hereof until maturity interest shall accrue at the rate of Eight Percent
(8%) per annum.
2. PAYMENTS AND MATURITY
The principal, in the amount of Six Thousand Two Hundred Dollars
($6,200) and interest at the applicable interest rate is due upon the earlier
to occur of the following: (i) the closing of a business combination between
Harbor Town Holding Group I, Inc., Maker's majority owned subsidiary
corporation, and a yet identified target business; or (ii) nine months from
the date hereof.
3. RIGHT TO PREPAY
It is specifically agreed by Payee that Maker shall have the absolute
right to prepay in whole, or in part, without premium or penalty, the
indebtedness evidenced hereby, including all unpaid accrued interest. Any
such prepayment shall be first applied to accrued interest with the remainder
applied to the reduction of the principal balance hereof.
<PAGE>
4. NON-TRANSFERABLE
Neither legal nor beneficial interest in this Promissory Note ("Note") or
any rights hereunder shall be negotiated, assigned, sold nor in any way
transferred by action of the Payee without the prior written consent of the
Maker which shall not be withheld if Payee satisfies the Maker that the
proposed transfer would not be in violation of federal or state securities or
other laws. However, nothing herein shall preclude this Note and any rights
hereunder from being bequeathed or descending in accordance with the laws of
descent and distribution or from being pledged as security for a bona fide
loan.
5. GENERAL PROVISIONS
(a) Late Charges. If the payment is not received by Payee within five
(5) days of its due date, Maker shall pay Payee a late charge of five percent
(5%) of the amount due and Payee shall not be obligated to accept said payment
not accompanied by said additional amount.
(b) Attorney's Fees. Maker promises to pay (in addition to the above
principal and interest) all costs of collection, including reasonable
attorney's fees if this Note is collected by or through an attorney at law.
(c) Waiver. Maker, for itself, its heirs, legal representatives,
successors and assigns, hereby expressly waives presentment for payment,
demand, notice of demand, notice of dishonor, protest, notice of protest,
diligence in collection, and all other notices of demands whatsoever with
respect to this Note except as expressly provided for herein, and hereby
consents to any and all indulgences granted by Payee, or any substitution,
exchange or release of collateral permitted by Payee, all without in any way
modifying, altering, releasing, affecting or limiting the validity of the
indebtedness evidenced hereby or impairing any of Payee's rights following a
default hereunder. No failure to accelerate the debt evidenced hereby by
reason of default from time to time shall be construed (i) as a novation of
this Note or as a reinstatement of the indebtedness evidenced hereby or as a
waiver of such right of acceleration or of the right of Payee thereto to
insist upon strict compliance with the terms of this Note, or (ii) to prevent
the exercise of such right of acceleration or any other right granted
hereunder or by the laws of the United States or any State thereof. Maker
hereby expressly waives the benefit of any statute or rule of law or of equity
now provided, or which may hereafter be provided, which would produce a result
contradictory to or in conflict with the foregoing sentence. No extension of
the time for payment of this Note, or any installment due hereunder, made by
agreement with any person now or hereafter liable for the payment of this
Note, shall operate to release, discharge, modify, change or affect the
original liability of Maker under this Note, either in whole or in part,
unless Payee agrees otherwise in writing. This Note may not be changed
orally, but only by agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.
(d) Waiver and Requirement of Exemptions. Maker hereby waives and
renounces for itself, its heirs, legal representatives, successors and
assigns, all rights to the benefits of any statute of limitations and any
moratorium, reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, exemption or homestead now provided, or
which may hereafter be provided by the Constitution or laws of the United
States of America or of any state thereof to and in all its property, real and
personal, against the enforcement and collection of the obligations evidenced
by this Note. Maker hereby transfers, conveys, and assigns to the Payee a
sufficient amount of such homestead or exemption as may be set apart in
bankruptcy, to pay this Note in full, with all costs of collection, and does
hereby direct any trustee in bankruptcy having possession of such homestead or
exemption to deliver to Payee a sufficient amount of property or money set
apart as exempt to pay the indebtedness evidenced hereby, or any renewal
hereof, and does hereby irrevocably appoint the Payee the attorney-in-fact for
Maker to claim any and all homestead exemptions allowed by law.
(e) Governing Law. This Note is intended to constitute a contract and
shall be construed, interpreted and enforced in accordance with the laws of
the State of Florida.
(f) Time of Essence. Time is of the essence of this Note.
(g) Inurement. This Note shall bind and inure to the benefit of Maker
and Payee and their respective heirs, executors, successors, assigns and legal
representatives, whether by voluntary action or by operation of law.
(h) Captions. The captions of the paragraphs of this Note are for
convenience only and are not intend to be nor shall be construed as being a
part hereof and shall not limit, expand or otherwise affect any of the terms
hereof.
SIGNED, SEALED AND DELIVERED, by Maker the day and year first set forth
above.
WHEELER GROUP II, INC.
By:/s/David M. Bovi
David M. Bovi, President
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