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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._____)*
WHITNEY AMERICAN CORPORATION
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(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
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(Title of Class of Securities)
966591 10 9
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(CUSIP Number)
HECTOR I. HERNANDEZ, SR, EXECUTIVE VICE PRESIDENT
SECRETARY
TEL. (703) 893-0582
8150 LEESBURG PIKE, SUITE 1200, VIENNA, VIRGINIA 22182
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(Name, Address, and Telephone number of Person Authorized to
Receive Notices and Communications)
MARCH 10, 1998
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) or (4), check here [_].
Check here if a fee is being paid with the statement [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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
"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. 966591 10 9 13D Page 2 of 4
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1 NAME OF REPORTING PERSON Heatherlynn Colburn
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2 (d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA
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7 SOLE VOTING POWER
NUMBER OF 1,750, 000 SHARES OF COMMON STOCK CONTROLLED BY
SHARES REPORTING PERSON THROUGH COSTAREAL CORPORATION
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BENEFICIALLY 8 SHARED VOTING POWER
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OWNED BY 9 SOLE DISPOSITIVE POWER
EACH 1,750,000 SHARES OF COMMON STOCK CONTROLLED BY
REPORTING REPORTING PERSON THROUGH COSTAREAL
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,750,000 SHARES OF COMMON STOCK THROUGH COSTAREAL PLUS 400,000
OPTIONS EQUALS 2,150,000 TOTAL
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES ANY SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW(11)
23%, BASED UPON 9,712,515 SHARES OF COMMON STOCK OUTSTANDING AS OF
MARCH 12, 1998
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14 TYPE OF REPORTING PERSON
IN
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CUSIP 966591 10 9 Page 3 of 4
ITEM 1. SECURITY AND ISSUER.
Title of class of equity securities:
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Common Stock, $.00001 par value
Name and address of principal executive offices of issuer:
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WHITNEY AMERICAN CORPORATION, A Delaware corporation
8150 Leesburg Pike, Suite 1200
Vienna, Virginia 22182
ITEM 2. IDENTITY AND BACKGROUND.
(a) Heatherlynn Colburn.
(b) 8150 Leesburg Pike, suite 1200, Vienna, Virginia 22182.
(c) Executive Vice President, Chief Operating Officer of the issuer.
(d) The reporting person has not been, within the preceding five years,
convicted in a criminal proceeding (excluding traffic and similar
misdemeanors).
(e) The reporting person has not, within the preceding five years, been
party to a civil proceeding of the type described in part (e) of
Item 2 of Schedule 13D, relating to violations of federal or state
security laws.
(f) The reporting person is a citizen of the United States of America.
Both Coastline International, Inc and CostaReal Corporation were
incorporated in the State of Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The securities were acquired by the reporting person in a tax-free
exchange pursuant to a Stock Exchange Agreement among the issuer , New Horizons,
Inc. ("New Horizons"), Coastline International Inc. ("Coastline"), and the
shareholders of New Horizons and Coastline, including the reporting person. As
part of this transaction, the reporting person transferred to the issuer certain
shares owned in Coastline and New Horizons by the reporting person, and the
issuer in exchange issued shares of its common stock to the reporting person.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction herein reported was for the issuer to
acquire ownership of Coastline and New Horizons from the reporting person and
other Coastline and New Horizons shareholders and for the reporting person to
become an officer and director of the issuer. Otherwise, the reporting person
has no plan or proposal which relates to or would result in the occurrence or
fulfillment of any events enumerated in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
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CUSIP 966591 10 9 Page 4 of 4
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) 1,750,000 shares are beneficially owned by CostaReal Corporation, a
corporation controlled by the reporting person . Ms. Colburn also
owns 400,000 common stock options.
(b) The reporting person has the sole power to vote and to dispose all
of the shares beneficially owned.
(c) NONE.
(d) NONE.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The reporting person is not party to any contract, arrangement,
understanding or relationship (Legal or otherwise) required to be disclosed by
Item 6 of Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following documents filed by the issuer(Whitney American
Corporation) with the Commission pursuant to the Exchange Act are incorporated
herein by reference:
1 Stock exchange agreement dated March 6, 1998, among the issuer, New
Horizons, Inc. ("New Horizons"), and the shareholders of New Horizons, Inc.,
filed as exhibit 10.3 to the issuer's form 8-K filed March 25, 1998.
2 Stock exchange agreement dated March 6, 1998, among the issuer,
Coastline International, Inc ("Coastline"), and the shareholders of Coastline
International, Inc, filed as exhibit 10.2 to the issuer's form 8-K filed March
25, 1998.
Signatures
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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.
DATED: March______, 1998
By
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Heatherlynn Colburn
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CostaReal Corporation
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Heatherlynn Colburn
COB/COO CostaReal Corporation
