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 812
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)
July 30, 1999
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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 Section 240.13d-1(e), 240.13d-1(f) or
240.13d.-1(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. 411561 10 3
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1) Names of Reporting Persons/S.S. or I.R.S. Identification Nos. of
Above Persons:
David M. Bovi
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Sources of Funds (See Instructions): OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization: U.S.
Number of (7) Sole Voting Power: 17,931,250
Shares Bene-
ficially (8) Shared Voting Power -0-
Owned by
Each Report- (9) Sole Dispositive Power: 17,931,250
ing Person
With (10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person:
17,931,250
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11): 89.7%
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14) Type of Reporting Person (See Instructions): IN
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<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 120 Olive Street, Suite 705,
West Palm Beach, Florida 33401.
Item 2. Identity and Background
This statement is filed by David M. Bovi, an individual.
Mr. Bovi's principal occupation is an attorney in the State of Florida.
Mr. Bovi's business address is David M. Bovi, P.A., 319 Clematis Street, Suite
812, West Palm Beach, Florida 33401.
During the last five (5) years, Mr. Bovi has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last five (5) years, Mr. Bovi 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.
David M. Bovi is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On October 8, 1998, Chameleon entered into an agreement of merger with
Wheeler Group II, Inc. ("Wheeler"), a privately held business consulting and
holding corporation owned and controlled by Mr. Bovi which held 17,631,250
shares of the Issuer's Common Stock. The effective date of the merger was
October 12, 1998, the date of filing of the articles of merger with the State
of Florida. Upon consummation of the merger, Wheeler disappeared and
Chameleon was the surviving corporation. Chameleon received 17,631,250 shares
of Common Stock of the Issuer as a result of the merger.
The merger consideration paid by Chameleon consisted of (i) $25,000 cash;
and (ii) an $85,000 secured promissory note made to Wheeler's shareholders
Escrow Agent. The collateral securing the promissory note was pledged by James
Kotsaftis, a third party individual. The source of the cash was from
Chameleon's working capital.
On April 1, 1999, Chameleon defaulted on the aforementioned promissory
note, and David M. Bovi, P.A., as escrow agent for Mr. Bovi, brought suit
against Chameleon and Kotsaftis and obtained a "Final Judgement" against
Chameleon and a "Final Judgement Transferring Legal Interest" against
Kotsaftis (both such judgments collectively referred to herein as the
"Judgments").
On July 31, 1999, pursuant to the Stipulation in Lieu of Execution and
Agreement for Reversion of Shares of Harbor Town Holding Group I, Inc.,
Chameleon agreed to cause all right,
<PAGE>
title, and interest in the 17,631,250 shares of Common Stock of the Issuer
which it owned to revert back to Mr. Bovi in exchange for Mr. Bovi's execution
of a Satisfaction of Judgement with respect to the Judgements. Prior to this
transaction, Mr. Bovi owned 300,000 shares of the Issuer's Common Stock.
Item 4. Purpose of Transaction
The purpose of the transaction was to cause all right, title, and
interest in the 17,631,250 shares of Common Stock of the Issuer which
Chameleon owned to revert back to Mr. Bovi in satisfaction of the Judgments.
The 17,631,250 shares of Common Stock is now part of Mr. Bovi's investment
portfolio.
Mr. Bovi 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. Any action similar to any of those enumerated above.
<PAGE>
Item 5. Interest in Securities of the Issuer
As of August 6, 1999, 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. Stipulation in Lieu of Execution and Agreement for Reversion of Shares
of Harbor Town Holding Group I, Inc.
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: August 9, 1999
/s/David M. Bovi
David M. Bovi
[EXHIBIT A]
STIPULATION IN LIEU OF EXECUTION AND
AGREEMENT FOR REVERSION OF SHARES OF
HARBOR TOWN HOLDING GROUP I, INC.
THIS AGREEMENT ("Agreement"), dated this 30th day of July, 1999, is made
by and between David M. Bovi, P.A., escrow agent, ("Plaintiff"); Chameleon
Holdings, Inc., a Florida corporation ("Chameleon"), Frankie S. "Buddy"
Winsett ("Winsett"), an individual who is Chameleon's sole shareholder,
director and officer; and James Kotsaftis ("Kotsaftis"), an individual.
WHEREAS, on October 8, 1998, Wheeler Group II, Inc. ("Wheeler"), a
Florida corporation, merged with and into Chameleon whereby Chameleon was the
surviving corporation;
WHEREAS, Wheeler's most significant asset consisted of 17,631,250 shares
of common stock, no par value, of Harbor Town Holding Group I, Inc. (the
"Company") and upon consummation of the aforementioned merger, Chameleon
became the owner of all 17,631,250 shares of the Company;
WHEREAS, among other things, the merger consideration consisted of a
promissory note made to Plaintiff in the amount of $85,000 dated October 8,
1999 made by Chameleon and secured with assets owned by Kotsaftis;
WHEREAS, upon Chameleon's default on the aforementioned promissory note,
Plaintiff brought suit against Chameleon and Kotsaftis and obtained a Final
Judgement against Chameleon, which is attached hereto and made a part hereof,
as Exhibit "A", and a Final Judgement Transferring Legal Interest against
Kotsaftis, which is attached hereto and made a part hereof, as Exhibit "B",
(both such judgments collectively referred to herein as the "Judgments"); and
WHEREAS, pursuant to the terms and conditions of this Agreement,
Chameleon agrees to cause all right, title, and interest in the 17,631,250
shares of common stock of the Company which it owns to revert back to
Plaintiff in exchange for Plaintiff's execution of a Satisfaction of Judgement
with respect to the Judgements.
In consideration of the mutual promises, covenants and representations
contained herein, the parties stipulate and agree as follows:
ARTICLE 1 - RECITALS
1. The above recitals are hereby incorporated into this Agreement and
made a part hereof.
ARTICLE 2 - TRANSFER OF SECURITIES
Subject to the terms and conditions of this Agreement, Chameleon agrees
to cause all right, title, and interest in the 17,631,250 shares of common
stock of the Company which it owns to revert back to Plaintiff in exchange for
Plaintiff's execution of a Satisfaction of Judgement with respect to the
Judgements. Also, upon reversion back to Plaintiff of all such shares, and
upon the contemplated reverse stock split of the Company's shares, in
consideration for the expenses Chameleon incurred on behalf of the Company,
Plaintiff agrees to cause the Company to issue to Chameleon and/or its
assigns, 30,000 post reverse split shares of the Company's stock no later than
30 days subsequent to the effective date of such reverse stock split.
ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
Chameleon, Winsett, and Kotsaftis represent and warrant the following to
the Plaintiff with respect to Harbor Town Holding Group I, Inc. (the
"Company"):
1. Organization. Harbor Town Holding Group I, Inc. (the "Company")
is a corporation duly organized, validly existing, in good standing under the
laws of the State of Florida, has all the necessary corporate powers to own
real and personal property, and to carry on a business. All actions taken by
the directors, officers and/or shareholders of the Company have been valid and
in accordance with the laws of the State of Florida.
2. Capital. The authorized capital stock of the Company consists of
50,000,000 shares of common stock no par value, of which 20,200,000 shares are
issued and outstanding. All outstanding shares are fully paid and non
assessable, free of liens, encumbrances, options, restrictions and legal or
equitable rights of others not a party to this Agreement. There are no
outstanding subscriptions, options, rights, warrants, convertible securities
or other agreements or commitments obligating the Company to issue or to
transfer from treasury any additional shares of its common stock.
3. Financial Statements. Financial statements will be submitted to
the Plaintiff. These statements include a balance sheet and shall be prepared
according to generally accepted accounting principals. They fairly represent
the financial position of the Company as of the respective dates and the
results of its operations for the periods indicated. Since October 8, 1998,
the Company has had zero assets, zero liabilities and zero income other than
as described in the aforementioned financial statements.
4. Absence of Changes. Since the date of the last balance sheet,
there has been no change in the financial condition or operations of the
Company.
5. Liabilities. The Company did not, as of the date of the last
balance sheet, have any debt, liability or obligations of any nature, whether
accrued, absolute, contingent or otherwise, and whether due or to become due
that is not reflected in the Company's balance sheet.
6. Tax Returns. The Company has filed all federal, state and local
tax returns required by law and has paid all taxes, assessments and penalties
due and payable. No federal tax returns
<PAGE>
have been audited by the Internal Revenue Service or by any state taxing
authority. There are presently no disputes as to taxes of any nature owned by
the Company.
7. Contracts and Leases. The Company has not carried on any business
since October 8, 1998. The Company is not a party to any contract, agreement
or lease. No person holds a power of attorney from the Company.
8. Compliance with Securities Laws. Except as disclosed on Schedule
"A" of this agreement, which is incorporated herein and made a part hereof,
the Company has complied with and is not in violation of any federal, state or
local securities statute, law, and/or regulation. The Company has complied
with all federal and state securities laws in connection with the offers for
sale, sale and distribution of its securities.
9. Ability to Carry Out Obligations. Chameleon warrants that it is
lawfully organized and valid under the laws of the State of Florida.
Chameleon, Winsett and Kotsaftis have the right, power and authority to enter
into and perform their obligations under this Agreement. The execution of
this Agreement by Chameleon, Winsett and Kotsaftis and their performance of
their obligations hereunder will not cause, constitute or conflict with or
result in (a) any breach or violation of any provision of or constitute a
default under any license, indenture, mortgage, charter, instrument, articles
of incorporation, bylaws, or other agreement or instrument to which the
Company Chameleon, Winsett or Kotsaftis are a party, or by which they may be
bound, nor will any consents or authorizations of any party other than those
hereto be required, or (b) an event that would cause the Company to be liable
to any party, or (c) an event that would result in the creation or imposition
of any lien, charge, or encumbrance on any asset of the Company or upon the
securities of the Company to be acquired by the Plaintiff.
10. Litigation. The Company is not and has not been a party to any
suit, action, arbitration, legal, administrative or other proceeding, or
pending governmental investigation. There is no basis for any such action or
proceeding and no such action or proceeding is threatened against the
Company. The Company is not subject to or in default of any order, writ,
injunction, or decree of any federal, state, local, or foreign court,
department, agency or instrumentality.
11. Conduct of Business. Between the execution of this Agreement and
the closing date, the Company will not conduct any business or incur and debt
or liabilities.
12. Documents. Prior to the execution of this Agreement, all of the
following documents currently in the possession of the Company, Chameleon, or
Winsett will be provided to the Plaintiff or his representatives:
1. Articles of Incorporation, with amendments, if any, thereto.
2. Bylaws.
3. Minutes of shareholders meetings.
4. Minutes of Board of Directors meetings.
5. List of officers and directors.
6. Shareholders list and contract with the Company's transfer
agent, if any.
7. Original audited financial statements.
8. Copies of federal income tax returns for the past year.
9. Name and address of the Company's transfer agent and contract
with said agent, if any.
10. Certificate of Corporate Existence dated within 10 days of the
date of this Agreement.
11. An opinion letter from the Company's counsel, reflecting the
availability to Chameleon of an exemption to freely transfer
shares of the Company's stock.
12. Any and all of the Company's bank records and other negotiable
instruments documents.
13. Closing Documents. All minutes, consents or other documents
pertaining to the Company to be delivered at closing shall be valid and in
accordance with Florida corporate law.
14. Title. Chameleon has good and marketable title to all of the
securities to be transferred to the Plaintiff pursuant to this Agreement. The
securities to be transferred to the Plaintiff will be, at closing, free and
clear of all liens, security interest, pledges, charges, claim, encumbrances
and restrictions of any kind. None of such shares are or will be subject to
any voting trust or agreement. No person holds or has the right to receive
any proxy or similar instrument with respect to such shares. Except as
provided in this Agreement, neither Chameleon or Winsett or any other
shareholder of Chameleon are parties to any agreement which offers or grants
to any person the right to purchase or acquire any of the securities to be
transferred to the Plaintiff, There is no applicable local, state or federal
law, rule, regulation, or decree which would, as a result of the transfer of
the shares to the Plaintiff, impair, restrict or delay the Plaintiff's voting
rights with respect to the shares.
15. Full Disclosure. None of the representations and warranties made
by Chameleon, Winsett, Kotsaftis, or in any certificate or document furnished
to or to be furnished on their behalf, contains or will contain any untrue
statement of a material fact, or omit any material fact the omission of which
would be misleading.
ARTICLE 4 - CLOSING
1. The closing of this transaction shall occur when all of the
documents and/or consideration described below have been delivered to the
appropriate parties, but not later than July 30, 1999.
2. As part of the closing, the following documents in addition to
those described in Article 3, Paragraph 12 above shall be delivered by
Chameleon, Winsett or the Company:
1. Original certificate(s) of the Company.
2. Stock powers, properly signed, in good transferable form.
3. A resolution of the Board of Directors, dated the closing
date, approving this Agreement.
4. The resignation of Winsett, time dated subsequent to the
resolution described in item 3 above.
5. The Certificate of President and Secretary, attached hereto and
made a part hereof as Exhibit "C", properly executed by
Winsett.
<PAGE>
6. All of the remaining business and corporate records of the
Company not already provided.
7. Such other minutes of a special meeting of the Company's
directors as may reasonably be required by the Plaintiff.
3. At a reasonable time subsequent to the closing date, and
conditioned upon Plaintiff's full satisfaction that the representations and
warranties contained herein are true, accurate and complete, Plaintiff shall
deliver to each of Chameleon and Kotsaftis a Satisfaction of Judgment with
respect to the Judgments substantially in the form attached hereto as Exhibit
"D".
ARTICLE 5 - REMEDIES
1. Jurisdiction. Palm Beach County Court shall retain jurisdiction
over this matter. In the event of default by Chameleon, Winsett or Kotsaftis
pursuant to this Agreement, Plaintiff shall be entitled to any and all
remedies described in this Agreement and the Judgments, in addition to the
retention of the 17,631,250 shares of common stock of the Company reverted to
Plaintiff pursuant to this Agreement.
2. Indemnification. Chameleon, Winsett and Kotsaftis, jointly and
severally, agree to indemnify the Plaintiff, to the maximum extent permitted
by law, against all losses, claims, damages, liabilities and expenses
(including reasonable attorney's fees) caused by (1) any inaccuracy in any
representation or warranty of the parties contained herein, or (2) any
material misstatement of a material fact or omission to state a material fact
required to be stated herein or necessary to make the statements herein (or
any other statements made to the Plaintiff) not misleading.
ARTICLE 6 - MISCELLANEOUS
1. Captions and Headings. The article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall in
no way be deemed to define, limit or add to the meaning of any provision of
this Agreement.
2. No Oral Change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an agreement
of the parties in writing.
3. Non-waiver. No waiver of any covenant, condition, or provision of
this Agreement shall be deemed to have been made unless expressly assented to
in writing.
4. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
5. Entire Agreement. This Agreement contains the entire agreement
and understanding between the parties hereto, and supersedes all prior
agreements and understandings.
6. Counterparts. This Agreement may be executed simultaneously in
one or more
<PAGE>
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7. Notices. All notices, requests, demands, and other communication
under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of service, if served personally on the party to whom notice
is given, or on the third day after mailing if mailed to the party to whom
notice is to be given, if mailed by first class mail, postage prepaid, and
properly addressed to the address for the respective parties.
8. Binding Effect. This Agreement shall inure to and be binding upon
the heirs, executors, personal representatives, successors and assigns of each
of the parties to this Agreement.
9. Effect of Closing. All representations, warranties, covenants,
and agreements of the parties contained in this Agreement, or in any
instrument, certificate, opinion, or other writing provided for in it, shall
be true and correct as of the date of the closing and shall survive the
closing of this Agreement.
10. Mutual Cooperation. The parties hereto shall cooperate with
each other to achieve the purpose of this Agreement, and shall execute such
other and further documents and take such other and further actions as may be
necessary or convenient to effect the transaction described herein.
11. Ambiguities. Ambiguous terms shall not be interpreted against
the drafting party.
12. Expenses. Each party shall pay its own expenses in connection
with the negotiation and consummation of the transactions contemplated by this
Agreement.
13. Attorneys' Fees. In the event a lawsuit is brought to enforce
or interpret any part of this Agreement or the rights or obligations of any
party to this Agreement, the prevailing party shall be entitled to recover
such party's costs of suit and reasonable attorneys' fees, through all
appeals.
CHAMELEON HOLDINGS, INC. DAVID M. BOVI, P.A.,
Escrow Agent
_______________________ _____________________
Frankie S. "Buddy" Winsett, David M. Bovi,
President President
_______________________ _____________________
Frankie S. "Buddy" Winsett, James Kotsaftis,
individually individually
<PAGE>
Exhibit "A"
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL COURT,
IN AND FOR PALM BEACH COUNTY,
FLORIDA
DAVID M. BOVI,
Plaintiff,
CASE NO: CL 99-3507 AE
vs.
CHAMELEON HOLDINGS, INC.,
a Florida Corporation and
JAMES KOTSAFTIS,
Defendants.
________________________________________
FINAL JUDGEMENT
This action was heard after entry of default against Defendant, CHAMELEON
HOLDINGS, INC., a Florida Corporation,
IT IS ADJUDGED that Plaintiff, DAVID M. BOVI, P.A., recover from
Defendant, CHAMELEON HOLDINGS, INC., a Florida Corporation, the sum of
FIFTY-FIVE THOUSAND DOLLARS AND NO CENTS ($55,000.00) Principal, EIGHT HUNDRED
ONE DOLLARS AND FIFTY CENTS ($801.50) in Attorney's Fees, with costs in the sum
of TWO HUNDRED FIFTY-ONE DOLLARS AND NO CENTS ($251.00) making a total of
FIFTY-SIX THOUSAND FIFTY-TWO DOLLARS AND FIFTY CENTS (56,052.50), that shall
bear interest at the rate of Ten (10) Percent per annum,
IT IS FURTHER ORDERED AND ADJUDGED that Plaintiff, David M. Bovi, P.A.
shall recover from Defendant CHAMELEON HOLDINGS, INC., a Florida Corporation,
FIFTEEN THOUSAND (15,000) SHARES of Post Reverse-Split Stock of HARBOR TOWN
HOLDING GROUP I, INC., a Florida Corporation, ALL FOR WHICH LET EXECUTION
ISSUE.
DONE AND ORDERED at Palm Beach County, Florida this 24th day of May,
1999.
/s/ Hon. James T. Carlisle
HON. JAMES T. CARLISLE
Circuit Court Judge
copies furnished to:
Michael S. Mersky, Esq.
315 11th Street
West Palm Beach, FL 33401
Chameleon Holdings, Inc. James Kotsaftis
c/o Corporate Access, Inc. 9806 55th Ave. North
1116-D Thomasville Road St. Petersburg, FL 33708
Tallahassee, FL 32303
I certify this document to be a true copy of the record in my office
this FIRST day of JUNE, 1999
DOROTHY H. WILKEN, Clerk of Court, Palm Beach County, FL
By /s/Anisa Carter, Deputy Clerk
<PAGE>
Exhibit "B"
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL COURT,
IN AND FOR PALM BEACH COUNTY,
FLORIDA
DAVID M. BOVI,
Plaintiff,
CASE NO: CL 99-3507 AE
vs.
CHAMELEON HOLDINGS, INC.,
a Florida Corporation and
JAMES KOTSAFTIS,
Defendants.
________________________________________
FINAL JUDGEMENT TRANSFERRING LEGAL INTEREST
This action was heard after entry of default against Defendant, JAMES
KOTSAFTIS,
IT IS ORDERED AND ADJUDGED as follows:
1. All of Defendant JAMES KOTSAFTIS' right, title and interest in that
certain balloon promissory note dated September 30, 1994, and mortgage and
assignment thereof by T.G.F. PROPERTIES, INC. to JAMES KOTSAFTIS, ANDREW
KOTSAFTIS, JILL E. KOTSAFTIS and VICKI L KOTSAFTIS recorded on October 4, 1984
in Official Record Book 8801, Page 2082 and Plat Book 3, Page 54 of the Public
Records of Pinellas County, Florida, concerning the real property more
particularly described as
Lots 9 and 10, Block 7, Mitchell's Beach, as recorded in Plat Book 3,
Page 54, of the Public Records of Pinellas County, Florida; and commonly known
as the Arrow Motel, located at 13398 Gulf Lane, Madeira Beach, Florida 33708
ARE HEREBY TRANSFERRED to Plaintiff, DAVID M. BOVI, P.A. and that all of
Defendant JAMES KOTSAFTIS' right, title and interest in the above-described
balloon promissory note and mortgage are hereby EXTINGUISHED.
2. Plaintiff is hereby appointed as attorney-in-fact for Defendant
KOTSAFTIS for the purpose of effectuating the transfer of the above-referenced
promissory note and mortgage, pursuant to paragraphs 2 and 4 of the subject
Pledge Agreement.
3. Defendant shall pay to Plaintiff forthwith all mortgage payments
received by Defendant KOTSAFTIS from T.G.F. Properties, Inc. since the April
1, 1999 default of the Promissory Note from Defendant CHAMELEON HOLDINGS, INC.
to Plaintiff which is the subject of this action. Payment shall be made c/o
MICHAEL S. MERSKY, TRUST ACCOUNT.
4. If the value of the above-referenced promissory note and mortgage or
the proceeds thereof are not sufficient to satisfy the
<PAGE>
BOVI/fjk
Page 2
indebtedness on the Promissory Note from Defendants CHAMELEON HOLDINGS, INC.
and JAMES KOTSAFTIS which is the subject of this action, the Court shall enter
a deficiency judgement against Defendant KOTSAFTIS for the amount of said
deficiency upon proper application by Plaintiff, pursuant to paragraph 4 of
the Pledge Agreement herein.
5. Defendant KOTSAFTIS shall comply with all terms of the Pledge
Agreement herein.
6. The Court hereby reserves jurisdiction to enter such further Orders as
are necessary to preserve and secure Plaintiff's interest in the
above-referenced Promissory Note and Mortgage pursuant to Pledge Agreement and
to otherwise effectuate the terms of the Final Judgements in this cause.
ALL FOR WHICH LET EXECUTION ISSUE
DONE AND ORDERED at Palm Beach County, Florida this 24th day of May,
1999.
/s/ Hon. James T. Carlisle
HON. JAMES T. CARLISLE
Circuit Court Judge
copies furnished to:
Michael S. Mersky, Esq.
315 11th Street
West Palm Beach, FL 33401
Chameleon Holdings, Inc. James Kotsaftis
c/o Corporate Access, Inc. 9806 55th Ave. North
1116-D Thomasville Road St. Petersburg, FL 33708
Tallahassee, FL 32303
I certify this document to be a true copy of the record in my office
this FIRST day of JUNE, 1999
DOROTHY H. WILKEN, Clerk of Court, Palm Beach County, FL
By /s/Anisa Carter, Deputy Clerk
<PAGE>
Exhibit "C"
CERTIFICATE OF THE PRESIDENT AND SECRETARY
OF HARBOR TOWN HOLDING GROUP I, INC.
July 31, 1999
I, Frankie S. "Buddy" Winsett, President and Secretary of Harbor Town
Holding Group I, Inc., a Florida corporation, (the "Company") make the
following representations regarding the Company.
1. There are 50,000,000 shares of no par value common stock authorized, of
which 20,200,000 are issued and outstanding. There are no shares held
as treasury stock and 29,800,000 shares have never been issued. No other
shares are authorized issued and outstanding. All outstanding shares are
fully paid and non assessable, free of liens, encumbrances, options,
restrictions and legal or equitable rights of others not a party to this
Agreement. There are no outstanding subscriptions, options, rights,
warrants, convertible securities or other agreements or commitments
obligating the Company to issue or to transfer from treasury any
additional shares of its common stock.
2. Of the 20,200,000 shares issued, 17,631,250 are held by Chameleon
Holdings, Inc., which it acquired on October 8, 1998. Chameleon has good
and marketable title to all of the securities to be reverted back to
David M. Bovi, P.A., Escrow Agent (the "Plaintiff") pursuant to this
Agreement. The securities to be transferred to the Plaintiff will be, at
closing, free and clear of all liens, security interest, pledges,
charges, claim, encumbrances and restrictions of any kind. None of such
shares are or will be subject to any voting trust or agreement. No
person holds or has the right to receive any proxy or similar
instrument with respect to such shares. Except as provided in this
Agreement, neither Chameleon nor Winsett nor any other shareholder of
Chameleon are parties to any agreement which offers or grants to any
person the right to purchase or acquire any of the securities to be
transferred to the Plaintiff. There is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the
transfer of the shares by the Plaintiff, impair, restrict or delay the
Plaintiff's voting rights with respect to the shares.
3. The Company is in good standing in the State of Florida, and attached
hereto is a certificate of good standing from the state of Florida dated
within 10 days from the date first above written.
4. The Company's Directors consist of myself, Ronald W. Hayes, Jr. and
William R. Colucci. Since October 8, 1998, no other persons has served
in the capacity a director of the Company. Since October 8, 1998, I have
served as the sole officer of the Company.
CHAMELEON HOLDINGS, INC.
__________________________
Frankie S. "Buddy" Winsett,
President, Secretary
<PAGE>
Exhibit "D"
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL COURT,
IN AND FOR PALM BEACH COUNTY,
FLORIDA
DAVID M. BOVI,
Plaintiff,
CASE NO: CL 99-3507 AE
vs.
CHAMELEON HOLDINGS, INC.,
a Florida Corporation and
JAMES KOTSAFTIS,
Defendants.
________________________________________
AGREED ORDER RATIFYING STIPULATION IN LIEU OF EXECUTION AND
AGREEMENT TO TRANSFER SHARES OF HARBOR TOWN HOLDING GROUP I, INC.
THIS CAUSE having come before the Court upon the parties' Stipulation in
Lieu of Execution and Agreement to Transfer Shares of Harbor Town Holding
Group I, Inc., (hereinafter "Stipulation and Agreement"), a copy of which is
attached hereto as Exhibit "A", the Court being otherwise fully advised in the
premises, it is hereby
ORDERED AND ADJUDGED that the aforesaid Stipulation and Agreement is
hereby ratified and the parties are ordered to comply with all matters
contained herein. The Court reserves jurisdiction to enforce the terms of the
Stipulation and Agreement.
DONE AND ORDERED in Chambers at West Palm Beach, Palm Beach County,
Florida, this _____ day of July, 1999.
BY:_____________________________
HON. JAMES T. CARLISLE
Circuit Court Judge
copies furnished:
Michael S. Mersky, Esq.
315 11th Street
West Palm Beach, FL 33401
Chameleon Holdings, Inc. James Kotsaftis
c/o Corporate Access, Inc. 9806 55th Ave. North
1116-D Thomasville Road St. Petersburg, FL 33708
Tallahassee, FL 32303
<PAGE>
Schedule "A"
1. Form 8-K regarding change in control of Company from Wheeler Group
II, Inc. to Chameleon Holdings;
2. Form 10K-SB for Fiscal year ended 1998; and
3. Form 10Q-SB for period ended June 30, 1999.
