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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NETMAXIMIZER.COM, INC.
(Name of Issuer)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
64115N 10 7
-----------
(CUSIP Number)
Wayne T. Crowder, Esq.
Greenberg Traurig, P.A.
777 S. Flagler Drive, Suite 300-East Tower
West Palm Beach, Florida 33401
(561) 650-7923
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
February 7, 2000
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13.d-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. Seess.240.13d-7 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 (the "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: 64115N 10 7 Page 2 of 5
- --------- ------------------------------------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Howell
- --------- ------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
- --------- ------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- --------- ------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
(see Item 3)
- --------- ------------------------------------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------- ------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
- --------------------- ------- ----------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,371,303
BENEFICIALLY ------- ----------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH ------- ----------------------------------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
4,371,303
------- ----------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------- ------- ----------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,371,303
- --------- ------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
- --------- ------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.7%
- --------- ------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------- ------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
CUSIP NO: 64115N 10 7 Page 3 of 5
ITEM 1: SECURITY AND ISSUER:
1(a) Title of Class of Securities: Common Stock, $.001 per share par
value.
1(b) Name and address of the principal executive officers: David A.
Saltrelli and Peter G. Schuster, 4400 N. Federal Highway, Suite 307, Boca Raton,
FL 33431.
ITEM 2: IDENTITY AND BACKGROUND:
2(a)- (c)
Steven Howell ("Howell") is a shareholder of the
Issuer who owns more than 5% of the Issuer's outstanding shares of common stock.
His address is 437 West Bockman Way, Sparta, TN 38583.
2(d) None
2(e) None
2(f) Howell is a United States citizens.
ITEM 3: SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Howell acquired the shares as part of his personal investment plan.
ITEM 4: PURPOSE OF TRANSACTION
Effective February 7, 2000, the Issuer's Registration Statement on Form
10 was declared effective by the Securities and Exchange Commission. Thus,
Howell became subject to the reporting requirements of the Securities Exchange
Act of 1934. Prior to the Issuer becoming a reporting company, Howell received
an initial grant of stock options to purchase 1,614,648 shares of common stock
(number has been adjusted to reflect the 3-for-1 stock split on11/05/99) under
the 1999 Employee Stock Option Plan, on April 5, 1999.
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
5(a) According to the Issuer's Amendment No. 1 to Form 10 which was
filed with the Securities and Exchange Commission on April 6, 2000, the Issuer
had 39,153,006 shares of Common Stock outstanding as of March 22, 2000. Howell
owns 2,700,000 directly, 56,655 indirectly which are owned by Network 2001, a
corporation solely owned by Mr. Howell, and 1,614,648 shares which may be
acquired upon the exercise of vested stock options.
5(b) Howell has sole voting and dispositive power with respect to
4,371,303 shares of the Issuer.
5(c) Other than the transactions which are the subject of this Report,
no other transactions concerning Issuer's securities have been effected by
Reporting Persons within the last 60 days.
5(d) Not applicable.
5(e) Not applicable.
<PAGE>
CUSIP NO: 64115N 10 7 Page 4 of 5
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Effective March 31, 1999, the Issuer entered into an agreement with
Network 2001, Inc. for the design and development of the first phase of the
Issuer's web site. Network is a corporation wholly-owned by Mr. Howell, a
shareholder of the Issuer who owns in excess of 5% of the company's outstanding
shares of common stock. Network received as consideration for the transaction
$62,000 in cash and 56,655 shares of the Issuer's common stock (the number has
been adjusted to reflect the 3-for-1 stock split) have been issued on September
30, 1999 pursuant to the agreement.
ITEM 7: MATERIAL TO BE FILED AS EXHIBITS
None.
<PAGE>
CUSIP NO: 64115N 10 7 Page 5 of 5
SIGNATURE:
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.
May 10, 2000 /s/Steven Howell
----------------
Date Signature
Name/Title: Steven Howell
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
this statement: provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
