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UNITED SATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*
NETWORK HOLDINGS INTERNATIONAL, INC.
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(Name of Issuer)
Common Stock, $0.001 per share par value
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(Title of Class of Securities)
64121 V 10 1
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(CUSIP Number)
April 10, 1999
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-(c)
[_] Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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 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).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB control number.
Page 1
<PAGE>
CUSIP No. 64121 V 10 1
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Frederick J. Wynne, Sr.
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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. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER 2,200,000 shares
SHARES
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 2,200,000 shares
REPORTING
PERSON 8. SHARED DISPOSITIVE POWER
WITH
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,200,000 shares
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions)
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.0%
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12. TYPE OF REPORTING PERSON (See Instructions)
IN
Page 2
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Schedule 13G
Item 1.
(a) Name of Issuer: Network Holdings International, Inc.
(b) Address of Issuer's Principal Executive Offices:
2701 West Oakland Park Blvd.
Suite 305
Fort Lauderdale, Florida 33311
Item 2.
(a) Name of Person Filing: Frederick J. Wynne, Sr.
(b) Address of Residence:
811 William Hilton Parkway
Hilton Head Island, South Carolina 29928
(c) Citizenship: United States
(d) Title of Class of Securities: Common Stock
(e) CUSIP Number: 64121 V 10 1
Item 3. Not applicable
Item 4. Ownership.
(a) Amount beneficially owned: 2,200,000 shares
(b) Percent of Class: 6.0%
(c) Number of shares as to which the person has sole power to vote
and to dispose of shares: 2,200,000 shares
Item 5. Ownership of Five Percent or Less of a Class
Not applicable
Page 3
<PAGE>
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
2,200,000 shares were issued to Frederick J. Wynne, in his
name, but also on behalf of the below listed individuals, to hold in the name of
Frederick J. Wynne pursuant to the agreements attached as an exhibit to this
13G.
Joseph J. Carter, II
Will Head
Richard Krull
James L. McMillin
Michael Pruett
Michael Wilkins
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection or as a participant in any transaction having that purpose or effect.
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.
April 16, 1999
/s/ Frederick J. Wynne, Sr.
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Page 4
<PAGE>
ATTACHMENT
EXHIBIT TO ITEM 6
MEMORANDUM
To: Jimmy Carter, Jimbo McMillin, Will Head, Mike Wilkins & Dick
Kruli
From: Fred Wynne
Date: June 8, 1998
Re: Links Direct Stock
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Hopefully in just a few short days we will close on the sale of Links Direct
stock to Network Holdings. As part of the sale I will hold your stock in my name
until the restriction period ends which should be approximately one year.
As you know I have substantial out of pocket expenses related to the sale of the
company and I believe the following is the understanding we are working under
for return of the stock to you when it is allowed.
1) All stock will be held in my name during the restriction period.
2) When the restriction is lifted we will allocate an appropriate number
of shares to pay for my out of pocket expenses. I will provide a detail
list of all expenses at that time.
3) We will then split the remaining shares according to our respective
ownership percentages.
Please keep this for your records.
Thanks.
/s/ Frederick J. Wynne
- -----------------------
Frederick J. Wynne
/s/ JoAnn Alatis
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Witness
Page 5
<PAGE>
EXHIBIT TO ITEM 6
MEMORANDUM
To: Network Holdings International, Inc.
From: Joseph J. T. Carter, II
Date: May 29, 1998
Re: Transfer of Shares
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Dear Sirs:
Upon the completion of the purchase of Links Direct, Inc. by you I hereby
request that all shares that would be issued to me be issued instead to:
Frederick J. Wynne, Sr.
21 Painted Bunting Road
Hilton Head Island, South Carolina 29928
Thank you in advance for your cooperation.
Sincerely,
/s/ Joseph J. T. Carter, II
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Page 6
<PAGE>
EXHIBIT TO ITEM 6
MEMORANDUM
To: Network Holdings International, Inc.
From: James L. McMillin
Date: May 29, 1998
Re: Transfer of Shares
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Dear Sirs:
Upon the completion of the purchase of Links Direct, Inc. by you I hereby
request that all shares that would be issued to me be issued instead to:
Frederick J. Wynne, Sr.
21 Painted Bunting Road
Hilton Head Island, South Carolina 29928
Thank you in advance for your cooperation.
Sincerely,
/s/ James L. McMillin
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Page 7
<PAGE>
EXHIBIT TO ITEM 6
MEMORANDUM
To: Network Holdings International, Inc.
From: Will Head
Date: May 29, 1998
Re: Transfer of Shares
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Dear Sirs:
Upon the completion of the purchase of Links Direct, Inc. by you I hereby
request that all shares that would be issued to me be issued instead to:
Frederick J. Wynne, Sr.
21 Painted Bunting Road
Hilton Head Island, South Carolina 29928
Thank you in advance for your cooperation.
Sincerely,
/s/ Will Head
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Page 8
<PAGE>
EXHIBIT TO ITEM 6
MEMORANDUM
To: Network Holdings International, Inc.
From: Mike Wilkins
Date: May 29, 1998
Re: Transfer of Shares
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Dear Sirs:
Upon the completion of the purchase of Links Direct, Inc. by you I hereby
request that all shares that would be issued to me be issued instead to:
Frederick J. Wynne, Sr.
21 Painted Bunting Road
Hilton Head Island, South Carolina 29928
Thank you in advance for your cooperation.
Sincerely,
/s/ Mike Wilkins
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Page 9
<PAGE>
EXHIBIT TO ITEM 6
MEMORANDUM
To: Network Holdings International, Inc.
From: Dick Krull
Date: May 29, 1998
Re: Transfer of Shares
- --------------------------------------------------------------------------------
Dear Sirs:
Upon the completion of the purchase of Links Direct, Inc. by you I hereby
request that all shares that would be issued to me be issued instead to:
Frederick J. Wynne, Sr.
21 Painted Bunting Road
Hilton Head Island, South Carolina 29928
Thank you in advance for your cooperation.
Sincerely,
/s/ Dick Krull
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Page 10
<PAGE>
EXHIBIT TO ITEM 6
MEMORANDUM
To: Network Holdings International, Inc.
From: Mike Pruett
Date: May 29, 1998
Re: Transfer of Shares
- --------------------------------------------------------------------------------
Dear Sirs:
Upon the completion of the purchase of Links Direct, Inc. by you I hereby
request that all shares that would be issued to me be issued instead to:
Frederick J. Wynne, Sr.
21 Painted Bunting Road
Hilton Head Island, South Carolina 29928
Thank you in advance for your cooperation.
Sincerely,
/s/ Mike Pruett
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