UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE EXCHANGE ACT OF 1934
(Amendment No. 3 )_/1
First Priority Group, Inc.
(Name of Issuer)
Common Stock, $.015 par value per share
(Title of Class of Securities)
33591 42 06
(CUSIP Number)
Michael D. London
General Partner
The Golddonet Group
221 Main Street, Suite 250
San Francisco, CA 94105
(415) 836-6800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 10, 14, 18, 19, 2000
(Dates of Events 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 Rule 13d-
1(e), 13d-1(f) or 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 13d-7(b) for other parties to whom copies are to be
sent.
(Continued on following pages)
__________
1 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).
Page 1 of 9 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Golddonet Group
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER 7 SOLE VOTING POWER
OF 845,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 845,000
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
14 TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael D. London
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 845,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 845,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sheldon L. Goldman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 845,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 845,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 33591 42 06 Page 5 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald H. Colnett
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER 7 SOLE VOTING POWER
OF 0
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 845,000
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 10 SHARED DISPOSITIVE POWER
WITH 845,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9
14 TYPE OF REPORTING PERSON *
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Schedule 13D, as amended ("Schedule"), relates to
the Common Stock, $.015 par value per share ("Common Stock"), of
First Priority Group, Inc., a New York corporation (the
"Company"). The principal executive offices of the Company are
located at 51 East Bethpage Road, Plainview, New York 11803.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule is filed by The Golddonet Group, a
California general partnership ("TGG"). Its address is 221 Main
Street, San Francisco, California 94105. The general partnership
interests in TGG are held as follows: Michael D. London, as
trustee for the London Family Trust (51%), Sheldon L. Goldman, as
trustee for the Goldman Family Trust (24.5%), and Ronald H.
Colnett, as trustee for the Ronald H. and Linda S. Colnett Trust
(24.5%). Messrs. London, Goldman and Colnett are referred to
herein as the "Partners."
During the last five years, none of TGG nor any of the
Partners has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors), nor has any of such
persons been party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a 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.
Mr. London is the CEO of American Information Company
Inc. ("AIC"). Mr. Goldman is the President of Auto Insider
Service Inc. ("Auto Service") and Executive Vice President of
AIC. The business address for Messrs. London and Goldman and for
the principal offices of AIC and Auto Service is 221 Main Street,
Suite 250, San Francisco, California 94105. Mr. Colnett's
address is 2965 Pacific Avenue, San Francisco, California 94115.
He is a self-employed marketing and business consultant.
Each of the Partners is a citizen of the United States
of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not Applicable. This Amendment No. 3 to the Schedule
is being filed solely to report the sale by TGG of (i) 350,000
options to purchase Common Stock ("Options") to Leonard
Giarraputo and Frances Giarraputo (the "Giarraputos"), which
Options were granted to TGG by the Giarraputos pursuant to a
purchase agreement dated December 2, 1998 (the "Giarraputo
Purchase Agreement") and (ii) 100,000 shares of Common Stock on
the market.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3, above.
Except as stated in Item 6, neither TGG nor any of the
Partners has any plans or proposals which would result in any of
the events described in Item 4 (a) through (j).
Page 6 of 9 Pages
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) TGG beneficially owns 845,000 shares of Common
Stock, consisting of (i) 150,000 shares actually owned and (ii)
695,000 shares underlying Options granted to TGG under the
Purchase Agreements. The shares beneficially owned by TGG
represent approximately 9.9% of the Common Stock outstanding,
based on 8,331,800 shares outstanding as of November 15, 1999 (as
reported in the Company's quarterly report on Form 10-Q for the
quarter ended September 30, 1999), as adjusted to reflect the
assumed issuance of 245,000 shares underlying Options under
Giarraputo Purchase Agreement and the purchase agreement dated
December 2, 1998 with Michael Karpoff and Patricia Rothbardt (the
"Karpoff Purchase Agreement" and, together with the Giarraputo
Purchase Agreement, the "Purchase Agreements").
Each of the Partners, as trustee of a trust that is a
general partner in TGG, indirectly beneficially owns the shares
of Common Stock beneficially owned by TGG.
(b) TGG has sole voting and dispositive power with
respect to the 150,000 shares that it actually owns. As general
partners of TGG, the Partners may be deemed to share voting and
dispositive power with respect to such shares.
(c) Except for the purchase of 50,000 Shares by TGG on
January 10, 2000, and the sale of the Options and Shares
described in Item 3, none of the reporting persons has effected
any transactions in the Common Stock in the last 60 days.
(d) None of the persons named in paragraph (a) of this
Item 5 is aware of any other person who has the right to receive
or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the Common Stock beneficially owned by
TGG.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On December 2, 1998, TGG entered into an agreement (the
"Kirlin Agreement") with Kirlin Securities Inc. ("Kirlin") which
provides that, if the Company is merged with AIC, TGG will use
its reasonable efforts to have the merged company pay to Kirlin a
customary finder's fee in warrants to purchase common stock of
the merged entity, subject to certain conditions.
The only contracts, arrangements, understandings and
relationships among the persons identified in Item 2 and between
such persons and any other person with respect to any security of
the Company are the Purchase Agreements and the Kirlin Agreement.
Summaries in this Schedule of the terms of such agreements are
qualified in their entirety by reference to the full text of the
agreements, which previously have been filed as Exhibits to this
Schedule.
Page 7 of 9 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1: Joint Filing Agreement and Power of Attorney,
dated December 11, 1998, by the Reporting Persons *
Exhibit 2: Agreement among TGG and the Giarraputo Sellers,
dated December 2, 1998, as amended December 9, 1998*
Exhibit 3: Agreement among TGG and the Karpoff Sellers, dated
December 2, 1998, as amended December 9, 1998*
Exhibit 4: Omitted
Exhibit 5: Agreement between TGG and Kirlin, dated December
2, 1998*
* Previously filed.
SIGNATURES
After reasonable inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
Date: February 7, 2000 The Golddonet Group
By: /s/ Michael D. London
Michael D. London, General Partner
London Family Trust
By: /s/ Michael D. London
Michael D. London, Trustee
Goldman Family Trust
By: *
Sheldon L. Goldman, Trustee
Page 8 of 9 Pages
<PAGE>
Ronald H. and Linda S. Colnett Trust
By: /s/ Ronald H. Colnet
Ronald H. Colnett, Trustee
* By: /s/ Michael D. London
Michael D. London
Attorney-in-Fact
Page 9 of 9 Pages
