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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment #5
Under the Securities Exchange Act of 1934
Envision Development Corporation
(Name of Issuer)
Common
(Title of Class of Securities)
71376P101
(CUSIP Number)
Bruce A. Butcher, Esq.
Butcher & Williams, P.S.
Suite 3827
1001 Fourth Avenue Plaza
Seattle, WA 98154
(206) 682-7626
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 13, 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 Sections 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).
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CUSIP NO 71376P101
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Dominion Income Management Corp. (IRS# 91-1379840
Dominion Income Management Corp. Profit Sharing Fund IRS# 91-1500766
(Joint Filing)
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) X
----------
(b)
----------
3) SEC Use Only
-----------------
4) Source of Funds (See Instructions) OO
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
------------------
6) Citizenship or Place of Organization WA
Number of (7) Sole Voting Power: Dominion Income Management
Shares Corp. 430,000 Profit Sharing: --------
Beneficially (8) Shared Voting Power
Owned by --------------------------
Each (9) Sole Dispositive Power Dominion Income Management
Reporting Corp. 430,000 Profit Sharing: ---------
Person (10) Shared Dispositive Power
With ---------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
430,000, --------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
---------------
13) Percent of Class Represented by Amount in Row 11: 4.9%; 4.9%
14) Type of Reporting Person (See Instructions), CO
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ITEM 1
Common Stock
Envision Development Corporation
11701 NW 101st Road
Miami, FLA 33178
ITEM 2
(a) Dominion Income Management Corp.
Dominion Income Management Corp. Profit Sharing Plan
(b) 15302 25th Dr. SE
Mill Creek, WA 98102
(c) Investments
(d) None
(e) No
(f) WA
ITEM 3
Share Exchange. Securities of ZERO.NET, Inc. (ZERO.NET) were issued pro rata to
the transferees' pecuniary interest in the common stock of Envision Development
Corporation ("Envision"). No funds were used for the transaction. The
transaction was a formation capitalization transaction to provide the initial
capitalization for ZERO.NET. The only material asset of ZERO.NET after the
transaction were the securities acquired from the transferors who received pro
rata for the transfer, securities of ZERO.NET and were in the same pecuniary
position before and after the transaction.
In addition, Dominion Income Management Corp. (Dominion Corp.) donated 120,000
shares of common stock of Envision to Seven Woods Foundation on 4/13/00. No
funds were used for the transaction.
ITEM 4
(a) -(j) None
ITEM 5
(a) 430,000: 4.9%
------: 0%%
(b) 430,000: 4.9%
----: 0%
(c) Pursuant to three Contribution Commitment Agreements, dated January 20,
2000, between ZERO.NET, Inc. and Alta Limited ("Alta"), ZERO.NET, Inc. and
Dominion Income Management Corp. ("Dominion Corp.") and ZERO.NET, Inc. and
Dominion Income Management Corp. Profit Sharing Plan ("Dominion Plan"), ZERO.NET
acquired 1,745,567 shares of Envision common stock from Alta for 16,538,586
shares of ZERO.NET Preferred A Stock, 679,000 shares of Envision common stock
from Dominion Corp. for 4,258,136 shares of ZERO.NET Preferred A Stock and
800,000 shares of Envision common stock for 6,271,186 shares of ZERO.NET
Preferred A Stock, respectively. Subsequent to the contribution transaction, the
contributing corporations controlled ZERO.NET, and thus may be considered part
of a "control group" through ZERO.NET of Envision Development Corporation. After
the contribution transaction, Neither Alta, nor Dominion Plan had any direct
interest in Envision Development Corporation. The pecuniary interest of Alta,
Dominion Corp., and Dominion Plan relative to Envision remained the same prior
to and after this reported disposition event.
In addition, Dominion Income Management Corp. (Dominion Corp.) donated 120,000
shares of common stock of Envision to Seven Woods Foundation on 4/13/00. No
funds were used for the transaction.
(d) None
(e) Dominion Profit Sharing: 4/13/00; Dominion Income Management Corp. 4/13/00
ITEM 6
The Dominion Plan is directed by a principal (CFO) of the Corporation; A
principal of Dominion Income Management Corp. provides investment advice to
Alta, Limited but disclaims "control" thereof.
ITEM 7
Exhibit 1 Contribution Commitment Agreement, dated January 20, 2000, between
ZERO.NET, Inc. and Alta Limited
Exhibit 2 Contribution Commitment Agreement, dated January 20, 2000, between
ZERO.NET, Inc. and Dominion Income Management Corp.
Exhibit 3 Contribution Commitment Agreement, dated January 20, 2000, between
ZERO.NET, Inc. and Dominion Income Management Corp. Profit Sharing Plan
3
<PAGE> 4
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.
Date: April 24, 1999
/s/ Ann L. Evans
- ---------------------
Signature: /s/
/s/
Ann Evans, CFO Dominion Income Management Corp.
Ann Evans, Trustee Dominion Income Management Corp. Profit Sharing Plan
Name/Title
4
<PAGE> 1
Exhibit 1
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("ZERO.NET") and Alta Ltd.
("Alta") witnesses as follows:
RECITALS
WHEREAS ZERO.NET is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of the
shares of Envision Development Corp. ("EDV") (the "Contribution Transaction");
And
WHEREAS after the Contribution Transaction the shares of EDV received are
to constitute all the material assets of ZERO.NET; And
WHEREAS the Contribution Transaction is to be structured such that each
initial contributing party shall receive a pro rata portion of the shares of
ZERO.NET such that a contributing party, although no longer direct owner of
EDV, shall have the same pecuniary interest in the shares of EDV after the
Contribution Transaction as prior to the Contribution Transaction; And
WHEREAS, Alta (the "Contributing Party") desires to exchange an interest
it owns in EDV (the "Contributed Shares") as a part of the Contribution
Transaction in exchange for an interest in ZERO.NET, which shall leave the
Contributing Party's pecuniary position in EDV the same both before and after
the exchange so that as to the Contributing Party there is no change in
pecuniary position immediately before or after the transaction on the effective
date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
AGREEMENT
1. CONTRIBUTIONS. The Contributing Party agrees to commit to contribute as
part of the Contribution Transaction 1,745,567 shares of EDV to ZERO.NET
in exchange for which ZERO.NET agrees to accept any margin debt relating
to these shares and to issue to Contributing Party 16,538,586 shares of
ZERO.NET Preferred A Stock, which as of the effective date shall not
change the Contributing Party's pecuniary interest in EDV. This
contribution is subject to approval by the Board of Directors of EDV that
they shall approve transfer of voting rights to ZERO.NET on these shares,
pursuant to Florida law relative to EDV.
2. CONTRIBUTING PARTY'S REPRESENTATIONS AND WARRANTIES. The Contributing
Party represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the right
and authority to transfer the same to ZERO.NET in exchange for an
interest in ZERO.NET, so that the Contributing Party's pecuniary
interest in EDV immediately after the transfer is equivalent to its
pecuniary interest in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangement to, and at
its expense, shall obtain any and all corporate, contractual,
state, federal and any other legal authority necessary to transfer
the Contributed Shares to ZERO.NET.
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Page 7 of 11 Pages
2.3 It either has executed and delivered or shall execute and deliver all
assignments, requests and documents, and otherwise take all other
action necessary to transfer the Contributed Shares to ZERO.NET on
the books of EDV.
3. ZERO.NET'S AGREEMENT TO COMPLY WITH ALL APPLICABLE LAWS AND RESTRICTIONS.
ZERO.NET covenants that
3.1 It qualifies as and is an "accredited investor" as that term is
described in Rule 501 of Regulation D.
3.2 ZERO.NET further covenants and agrees that it shall adhere to any and
all covenants and restrictions in connection with the Contributed
Shares, and that it shall hold the Contributed Shares as required
under Rule 144.
3.3 The shares ZERO.NET shall issue in exchange for EDV constitute, as to
Contributing Party, an equivalent pecuniary interest with respect to
EDV as Contributing Party had prior to the contribution.
4. EFFECTIVE DATE. The Effective Date of this transaction is January 20, 2000.
DATED THIS 20th day of January, 2000
ZERODOTNET, Inc. ALTA LTD.
By /s/ Ann L. Evans By /s/ Diane Stanley
------------------------- -------------------------
Ann L. Evans, Secretary Diane Stanley, Director
<PAGE> 1
Exhibit 2
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("ZERO.NET") and Dominion Income
Management Corp. ("Dominion") witnesses as follows:
RECITALS
WHEREAS ZERO.NET is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of the
shares of Envision Development Corp. ("EDV") (the "Contribution Transaction");
And
WHEREAS after the Contribution Transaction the shares of EDV received are
to constitute all the material assets of ZERO.NET; And
WHEREAS, the Contribution Transaction is to be structured such that each
initial contributing party shall receive a pro rata portion of the shares of
ZERO.NET such that a contributing party, although no longer direct owner of
EDV, shall have the same pecuniary interest in the shares of EDV after the
Contribution Transaction as prior to the Contribution Transaction; And
WHEREAS, Dominion (the "Contributing Party") desires to exchange an
interest it owns in EDV (the "Contributed Shares") as a part of the Contribution
Transaction in exchange for an interest in ZERO.NET, which shall leave the
Contributing Party's pecuniary position in EDV the same both before and after
the exchange so that as to the Contributing Party there is no change in
pecuniary position immediately before or after the transaction on the effective
date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
AGREEMENT
1. CONTRIBUTIONS. The Contributing Party agrees to commit to contribute as
part of the Contribution Transaction 679,000 shares of EDV to ZERO.NET in
exchange for which ZERO.NET agrees to accept any margin debt relating to these
shares and to issue to Contributing Party 4,258,136 shares of ZERO.NET
Preferred A Stock, which as of the effective date shall not change the
Contributing Party's pecuniary interest in EDV. This contribution is subject to
approval by the Board of Directors of EDV that they shall approve transfer of
voting rights to ZERO.NET on these shares, pursuant to Florida law relative to
EDV.
2. CONTRIBUTING PARTY'S REPRESENTATIONS AND WARRANTIES. The Contributing
Party represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the right and
authority to transfer the same to ZERO.NET in exchange for an interest
in ZERO.NET, so that the Contributing Party's pecuniary interest in
EDV immediately after the transfer is equivalent to its pecuniary
interest in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangement to, and at its
expense, shall obtain any and all corporate, contractual, state,
federal and any other legal authority necessary to transfer the
Contributed Shares to ZERO.NET.
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Page 9 of 11 Pages
2.3 It either has executed and delivered or shall execute and deliver all
assignments, requests and documents, and otherwise take all other
action necessary to transfer the Contributed Shares to ZERO.NET on the
books of EDV.
3. ZERO.NET's AGREEMENT TO COMPLY WITH ALL APPLICABLE LAWS AND RESTRICTIONS.
ZERO.NET covenants that
3.1 It qualifies as and is an "accredited investor" as that term is
described in Rule 501 of Regulation D.
3.2 ZERO.NET further covenants and agrees that it shall adhere to any
and all covenants and restrictions in connection with the
Contributed Shares, and that it shall hold the Contributed Shares
as required under Rule 144.
3.3 The shares ZERO.NET shall issue in exchange for EDV constitute,
as to Contributing Party, an equivalent pecuniary interest with
respect to EDV as Contributing Party had prior to the
contribution.
4. EFFECTIVE DATE. The Effective Date of this transaction is January 20, 2000.
DATED THIS 20th day of January, 2000.
ZERODOTNET, Inc. DOMINION INCOME MANAGEMENT
CORP.
By /s/ Ann L. Evans By /s/ Andrew L. Evans
-------------------------- ----------------------
Ann L. Evans, Secretary Andrew L. Evans, CEO
<PAGE> 1
Exhibit 3
CONTRIBUTION COMMITMENT AGREEMENT
THIS AGREEMENT, by and between ZeroDotNet, Inc. ("ZERO.NET") and Dominion
Income Management Corp. Profit Sharing Plan ("Profit Sharing") witnesses as
follows:
RECITALS
WHEREAS ZERO.NET is engaged in an initial capitalization transaction
whereby it is to exchange its shares on the effective date for a portion of the
shares of Envision Development Corp. ("EDV") (the "Contribution Transaction");
And
WHEREAS after the Contribution Transaction the shares of EDV received are
to constitute all the material assets of ZERO.NET; And
WHEREAS the Contribution Transaction is to be structured such that each
initial contributing party shall receive a pro rata portion of the shares of
ZERO.NET such that a contributing party, although no longer direct owner of
EDV, shall have the same pecuniary interest in the shares of EDV after the
Contribution Transaction as prior to the Contribution Transaction; And
WHEREAS, Profit Sharing (the "Contributing Party") desires to exchange an
interest it owns in EDV (the "Contributed Shares") as a part of the
Contribution Transaction in exchange for an interest in ZERO.NET, which shall
leave the Contributing Party's pecuniary position in EDV the same both before
and after the exchange so that as to the Contributing Party there is no change
in pecuniary position immediately before or after the transaction on the
effective date;
WHEREAS, the parties desire to memorialize this exchange as provided
herein, it is now therefore agreed as follows:
AGREEMENT
1. CONTRIBUTIONS. The Contributing Party agrees to commit to contribute as
part of the Contribution Transaction 800,000 shares of EDV to ZERO.NET in
exchange for which ZERO.NET agrees to accept any margin debt relating to
these shares and to issue to Contributing Party 6,271,186 shares of
ZERO.NET Preferred A Stock, which as of the effective date shall not change
the Contributing Party's pecuniary interest in EDV. This contribution is
subject to approval by the Board of Directors of EDV that they shall
approve transfer of voting rights to ZERO.NET on these shares, pursuant to
Florida law relative to EDV.
2. CONTRIBUTING PARTY'S REPRESENTATIONS AND WARRANTIES. The Contributing Party
represents and warrants as follows:
2.1 It is the legal owner of the Contributed Shares and has the right
and authority to transfer the same to ZERO.NET in exchange for an
interest in ZERO.NET, so that the Contributing Party's pecuniary
interest in EDV immediately after the transfer is equivalent to
its pecuniary interest in EDV immediately before the transfer.
2.2 It has made or shall make and carry out all arrangement to, and
at its expense, shall obtain any and all corporate, contractual,
state, federal and any other legal authority necessary to
transfer the Contributed Shares to ZERO.NET.
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Page 11 of 11 Pages
2.3 It either has executed and delivered or shall execute and deliver
all assignments, requests and documents, and otherwise take all
other action necessary to transfer the Contributed Shares to
ZERO.NET on the books of EDV.
3. ZERO.NET'S AGREEMENT TO COMPLY WITH ALL APPLICABLE LAWS AND RESTRICTIONS.
ZERO.NET covenants that
3.1 It qualifies as and is an "accredited investor" as that term is
described in Rule 501 of Regulation D.
3.2 ZERO.NET further covenants and agrees that it shall adhere to any
and all covenants and restrictions in connection with the
Contributed Shares, and that it shall hold the Contributed Shares
as required under Rule 144.
3.3 The shares ZERO.NET shall issue in exchange for EDV constitute, as
to Contributing Party, an equivalent pecuniary interest with
respect to EDV as Contributing Party had prior to the contribution.
4. EFFECTIVE DATE. The Effective Date of this transaction is January 20, 2000.
DATED THIS 20th day of January, 2000
ZERODOTNET, Inc. DOMINION INCOME MANAGEMENT
CORP. PROFIT SHARING PLAN
By /s/ Ann L. Evans By /s/ Andrew L. Evans
----------------------------------- -----------------------------------
Ann L. Evans, Secretary Andrew L. Evans, CEO
