UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Intelliworxx, Inc.
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(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
45817E 10 7
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(CUSIP Number)
Kevin B. Rogers, President
Intelliworxx, Inc.
1819 Main Street, 11th Floor, Sarasota, Florida 34236
(941) 365-7790
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 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 Rule 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).
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CUSIP No.45817E 10 7
1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Kevin B. Rogers
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Not applicable
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
No
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 1,875,000
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8. SHARED VOTING POWER 0
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9. SOLE DISPOSITIVE POWER 1,875,000
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10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Kevin B. Rogers 1,875,000
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.3%
14. TYPE OF REPORTING PERSON
IN
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This Schedule 13D (the "Schedule 13D") is being filed by Mr. Kevin B.
Rogers relating to shares of common stock of Intelliworxx, Inc., formerly
Outdoor Resorts, Inc.
This Schedule 13D relates to shares of common stock of the Issuer ("Common
Stock") issued to Mr. Rogers as a result of the merger of Intelliworxx, Inc.
into Outdoor Resorts, Inc.
ITEM 1. SECURITY AND ISSUER:
Securities acquired: Shares of Common Stock, No Par Value.
Issuer: Intelliworxx Inc.
(formerly Outdoor Resorts, Inc.)
1819 Main Street, 11th Floor
Sarasota, Florida 34236
ITEM 2. IDENTITY AND BACKGROUND:
Intelliworxx, Inc. a Florida corporation (formerly Outdoor Resorts, Inc.)
is a company that specializes in creating advanced, speech-driven mobile
computer solutions with principal offices at 1819 Main Street, 11th Floor,
Sarasota, Florida 34236. Mr. Rogers is an officer, Director and full-time
employee of Intelliworxx, Inc.
(a) Kevin B. Rogers;
(b) 1819 Main Street, 11th Floor, Sarasota, Florida 34236;
(c) President, Director and full-time employee of Intelliworxx, Inc. 1819
Main Street, 11th Floor, Sarasota, Florida 34236;
(d) Mr. Rogers has not been convicted in a criminal proceeding during the
last five (5) years;
(e) Mr. Rogers is not nor has he been during the past five (5) years a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result thereof, subject to any
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws;
(f) USA.
ITEM 3. SOURCE AND AMOUNT OF FUNDS:
The shares of Outdoor Resorts, Inc., a Florida corporation, formerly
located at 1509 South Florida Avenue, Suite 3, Lakeland, Florida 33803 (now
known as Intelliworxx Inc.), were acquired by Mr. Rogers as a result of the
merger of Intelliworxx Inc. into Outdoor Resorts, Inc.--all as described in the
responsive materials to Item 4 of this SEC form Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION:
Intelliworxx Inc., a Florida corporation, and Outdoor Resorts, Inc., a
Florida corporation, entered into an Agreement and Plan of Reorganization By and
Among Outdoor Resorts, Inc., Intelliworxx Inc., and Kevin B. Rogers, Michael P.
Jonas, Donald H. Pound, Jr., Vincent D. Reynolds, Ian N. Whitehead, and
Christopher J. Floyd, The Shareholders of Intelliworxx Inc. effective November
23, 1998, (the "Agreement"), with Outdoor Resorts, Inc. as the surviving
corporation. The Agreement was filed with the Issuer's Form 10-SB dated November
15, 1999, and is by this reference made a part hereof and incorporated herein.
As a result of the Agreement, Mr. Rogers as a shareholder of Intelliworxx, Inc.,
received 2,000,000 shares in Outdoor Resorts, Inc. for the shares he previously
held in Intelliworxx Inc. Mr. Rogers simultaneously gifted 125,000 shares of
Outdoor Resorts, Inc. to two individuals.
<PAGE>
Mr. Rogers does not have any present plans or proposals that relate to or
would result in any change in the business, policies, management, structure or
capitalization of Intelliworxx, Inc. Mr. Rogers reserves the right to acquire or
dispose of additional securities of the Issuer, if and when permitted by law to
the extent deemed advisable in light of market conditions and any other relevant
factor.
Mr. Rogers does not have any present plans or proposals that would result
in any of the following:
(a) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Intelliworxx, Inc. or
any of its subsidiaries;
(b) any sale or transfer of a material amount of assets of
Intelliworxx, Inc. or any of its subsidiaries;
(c) any change in the present Board of Directors or officers of
Intelliworxx, Inc.;
(d) any material change in the present capitalization or dividend
policy of the Intelliworxx, Inc.;
(e) any other material change in Intelliworxx, Inc.'s business or
corporate structure;
(f) any change in Intelliworxx, Inc.'s charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of Intelliworxx, Inc. by any person;
(g) causing a class of securities of Intelliworxx, Inc. 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;
(h) causing a class of securities of Intelliworxx, Inc. to become
eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or
(i) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF INTELLIWORXX, INC.:
(a) As of December 2, 1999, Mr. Rogers was the beneficial owner of
1,875,000 shares or 12.3% of the outstanding Common Stock of
Intelliworxx, Inc.
(b) Mr. Rogers has the sole power to vote and dispose of the shares
that he holds.
(c) None other than that referred to in Item 4 above.
(d) Not Applicable.
(e) Not Applicable.
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER:
Mr. Rogers does not have an agreement written or otherwise with any other
shareholder of Intelliworxx, Inc. to vote, not vote or otherwise take any action
in concert with respect to his beneficial ownership in the shares of
Intelliworxx, Inc. which he owns.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 1 Agreement and Plan of Reorganization By and Among Outdoor
Resorts, Inc., Intelliworxx Inc., and Kevin B. Rogers,
Michael P. Jonas, Donald H. Pound, Jr., Vincent D. Reynolds,
Ian N. Whitehead, and Christopher J. Floyd, The Shareholders
of Intelliworxx Inc. dated November 23, 1998. Exhibit 1 was
filed with the Issuer's Form 10-SB on November 15, 1999,
which Form 10-SB is by this reference made a part hereof and
incorporated herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
By: /s/ Kevin B. Rogers December 2, 1999
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Kevin B. Rogers
