UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Envision Development Corporation, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
29410N 10 2
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(CUSIP Number)
Cindy Seremek
Chief Financial Officer
ZERO.NET, Inc.
650 Mission Street
San Francisco, CA 94105
(415) 369-3969
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
May 10, 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 which is the subject of this Schedule 13D, and is
filing this schedule because of ss.ss. 240.13d-1(4), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
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.
<PAGE>
CUSIP No. 29410N 10 2 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ZERO.NET, Inc. 94-3327594
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IF REQUIRED
PURSUANT TO ITEMS 2(a) or 2(b) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,824,567
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,824,567
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,824,567
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
41.5%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 1 amends and supplements the statement on Schedule
13D (the "Statement") filed by ZERO.NET, Inc. ("ZERO.NET") relating to the
shares of common stock, par value $.01 per share (the "Shares"), of
Envision Development Corporation, a Florida corporation ("Envision").
Unless otherwise defined, all capitalized terms used herein shall have
the meaning given such terms in the Statement.
Item 3 of the Statement is hereby amended to add the following
information.
Item 3. Source and Amount of Funds or Other Consideration
The $6,500,000 in cash required to purchase the Shares described in
Item 4 of this Amendment were obtained from working capital.
Item 4 of the Statement is hereby amended to add the following
information.
Item 4. Purpose of Transaction
On May 10, 2000, ZERO.NET acquired 600,000 additional Shares in two
privately negotiated transactions. 100,000 of these Shares were acquired at
a cash purchase price of $25 per share from a third party. 500,000 of these
Shares were acquired from Alta Ltd. for an aggregate purchase price of
$4,000,000 in cash plus a warrant to purchase 100,000 shares of ZERO.NET
common stock at $9.00 per share. These Shares were acquired for investment
purposes.
ZERO.NET has held preliminary discussions with Envision regarding the
working relationship between the two companies. ZERO.NET intends to
actively explore with Envision the most effective means of combining the
expertise and resources of both companies in order to facilitate global
expansion of Envision's business. It is expected that these discussions
will focus on a combination of ZERO.NET and Envision by merger or similar
transaction in which ZERO.NET stockholders would receive Shares and
Envision would remain as the surviving, publicly owned company. There can
be no assurance that any combination or other means of establishing a
closer working relationship between the two companies will result from
these discussions.
Except as set forth above, neither ZERO.NET nor, to the best of
ZERO.NET's knowledge, any of the persons named in Annex A of the Statement
has any plans or proposals which would relate to or result in any of the
matters set forth in items (a) through (j) of Item 4 of the Statement.
Item 5 of the Statement is hereby amended to add the following
information.
Item 5. Interest in Securities of the Issuer
ZERO.NET currently owns an aggregate of 3,824,567 Shares, which
represent approximately 41.5% of the outstanding Shares. ZERO.NET has the
sole power to vote or dispose of these Shares.
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.
ZERO.NET, INC.
Date: May 22, 2000 By: /s/ Cindy Seremek
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Cindy Seremek
Chief Financial Officer
