UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington D.C.  20549
   
                          FORM 10-KSB/A

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended  December 31, 1997.

OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
     THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from____________to________________

Commission file Number  333-5862

                           NET LNNX, INC.
         (Name of small business issuer in its charter)

     Pennsylvania                                23-1726390
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)             Identification Number)

324 Datura Street, Suite 200,  West Palm Beach,  FL       33401
 Address of principal executive offices )              (Zip Code)
 
Issuer's telephone number, including area code     (561) 659-1196

Securities registered pursuant to Section 12(b) of the Exchange
Act:

 Title of each class                          Name of exchange on
                                              which registered
      None                                          None

Securities registered pursuant to Section 12(g) of the Exchange
Act:

                   Common Stock, no par value
                        (Title of Class)

<PAGE>


     Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 
days. Yes __X_ No____

     Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-K  [  ] 

State issuer's revenues for its most recent fiscal year....$00.00

     State the aggregate market value of the voting and
non-voting common equity held by non-affiliates computed by
reference to the price at which the common equity was sold, or
the average bid and asked prices of such common equity, as of a
specified date within the past 60 days. (See definition of
affiliate in Rule 12b-2 of the Exchange Act).

As of March 31, 1998, the aggregate market value of common stock,
no par value, held by non-affiliates was approximately $342,298
(834,872 shares at $0.41, which is an average of the bid and
asked price).

             (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest practical
date.............

As of March 31, 1998, there were 2,200,000 shares of common
stock, no par value, issued and outstanding.

<PAGE>

                           PART I

Item 1.  Description of Business

    (a) Business Development

     The registrant was organized as Chester County Security
Fund, Inc. under the laws of Pennsylvania on April 15, 1968. 
Corporate Investment Company ("CIC") purchased, as a wholly owned
subsidiary, the outstanding shares of the registrant and in 1986,
CIC distributed the outstanding stock of the registrant to its
shareholders as stock dividend on a one share for share basis.
Prior to 1996,  the registrant was a holding company conducting
virtually no business operation, other than its efforts to seek
merger partners.  

     In January 1996, the registrant, in a stock for stock
exchange, acquired a majority interest in Communications/USA,
Inc.("Comm/USA").  Also, in February 1996, the registrant formed
a wholly owned subsidiary, TrueNet Corporation. These
transactions, as more fully described below, proved to have only
limited success for the registrant; therefore, the registrant
disposed of its interest in Comm/USA and TrueNet Corporation in
January of 1997. Other than maintaining its good standing status
in the State of Pennsylvania, and seeking prospective businesses
or assets to acquire, from the time of such dispositions to the
date of this Report, the Company has had no business operations.

     In January 1996, the registrant entered into an agreement to
exchange approximately 83.5% of its no par value common stock for
approximately 60% of the common stock of Comm/USA.  Comm/USA,
through its wholly owned subsidiary CommTel/USA, Inc., owned and
operated Voice-Tel franchises which comprised the West Coast of
Florida from Tampa Bay to Naples, and the East Coast of Florida
from Cocoa to Stuart.  Voice-Tel is in the interactive voice
messaging industry and sells its products to both local customers
and national accounts.  Voice -Tel is the largest interactive
voice messaging company in the United States, operating a digital
telecommunications network through independently owned
franchises.

     On January 31, 1997, the registrant's board of directors
approved purchase agreement dated January 17, 1997 between the
registrant and Palm Capital, Inc. ("Palm") to transfer to Palm 
2,550,000 shares of Comm/USA, which represented One Hundred
Percent (100%) of the registrant's ownership interests of
Comm/USA (the "Transaction").  On May 23, 1997, a majority of the
registrant's shareholders approved the purchase agreement at the
annual meeting of shareholders.

     The Transaction was negotiated at "arms length" and the
consideration paid represented a fair market value.  Raul E.
Balsera ("Balsera") and Robert Feiman ("Feiman"), both officers
and shareholders of Palm, were both affiliate shareholders of the
registrant prior to the Transaction.  Also, Balsera served as
Chief Financial Officer of the registrant and Comm/USA prior to
the Transaction. As consideration for the Comm/USA stock
transfer, Palm agreed to deliver to the registrant any and all of
the Registrant's stock held by Palm, Balsera and Feiman, plus any 
and all options or other rights to the registrant's common stock,
plus the sum of $500,000, secured by 1,250,000 shares of Comm/USA
common stock.  The consideration was payable as follows: (i) the
sum of $25,000 in cash; and (ii) a 7% interest promissory note in 

<PAGE>

the amount of $475,000 with 12 monthly payments of $9,000 per
month, 12 monthly payments of $12,000 per month, and a balloon
payment of the balance due on March 1, 1999.  Palm also agreed to
the assumption of Comm/USA's liabilities.  

     In January 1997, the registrant entered into a sale and
purchase agreement with The Banana Corporation, Inc. ("BCI") to
transfer to BCI One Hundred Percent (100%) of the common stock
and assets of the registrant's wholly owned subsidiary, TrueNet
Corporation ("TrueNet"), a Florida corporation.  TrueNet operated
as an Internet service provider in West Palm Beach, FL.  The
transaction was negotiated at "arms length" and the consideration
paid represented a fair market value. 

     As consideration for the TrueNet stock and asset transfer,
BCI transferred to the registrant Ten Percent (10%) (100,000
shares) of BCI's common stock.  In April 1997, pursuant to a
separate agreement, the registrant purchased Ten Percent (10%)
(100,000) shares of BCI's newly formed operating subsidiary,
Banana Online, Inc. at a price of $0.145 per share, and exchanged
its interest of 100,000 shares of BCI for 100,000 shares of
Banana Online, Inc. and BCI's cancellation of the registrant's
indebtedness.

     On June 5, 1997, the registrant agreed to assign the Note 
Payable  to Harbor Town Holding Group I, Inc. (Harbor Town I").
The assignment was made for the payment of the transfer to
registrant by Harbor Town of Two Million Fifty Eight Thousand Two
Hundred and Nine (2,058,209) shares of Harbor Town's capital
stock, which on May 23, 1997, pursuant to a shareholder and
director's meeting, the registrant was authorized to issue such
Harbor Town I stock to record shareholders of the registrant as a
stock dividend on a one share for share basis.

     On May 19, 1997, the registrant agreed to assign its 200,000
shares of BCI  to Harbor Town Holding Group II, Inc. ("Harbor
Town II"). The assignment was made for the payment of the
transfer to the registrant by Harbor Town II of Two Million Fifty
Eight Thousand Two Hundred and Nine (2,058,209) shares of Harbor
Town II's capital stock, which on May 23, 1997, pursuant to a
shareholder and director's meeting, the registrant was authorized
to issue such Harbor Town II stock to record shareholders of the
registrant as a stock dividend on a one share for share basis.

     On June 6, 1997, the registrant and Harbor Town agreed that
in exchange for the registrant utilizing its resources to collect
the greatest amount of value for the Note Payable, Harbor Town
would suspend, and shall not effectuate the assignment of the
Note Payable to Harbor Town until such date that the registrant
can collect the greatest amount of value for the Note Payable,
with such value to be determined by the registrant. The
registrant continued to have full right of ownership in all Two
Million Fifty Eight Thousand Two Hundred and Nine (2,058,209)
shares of Harbor Town's capital stock, which at that time had
been distributed to the registrant's shareholders as a stock
dividend. 

     Previous to June 1997, questionable circumstances arose with
respect to the Note Payable, Communications/USA, Inc., Palm
Capital, Inc. and the viability of continued payment on the Note
Payable and the possibility of its default, either in whole or in
part. Based on this, the registrant considered it likely that the
value of the Note Payable was in jeopardy and that certain
action, including litigation, would be required and appropriate
in order to salvage the greatest amount of value for the Note 

<PAGE>

Payable. At that time, the underlying value of the Note Payable
was approximately $444,452. 

     On June 27, 1997 a representative of Palm Capital, Inc. and
Communications\USA, Inc. offered to pay Net Lnnx a lump sum
payment of $213.256.00 as payment in full on the Note Payable
in exchange for a release from liability for any additional
payments under the Note Payable.  Upon advice of counsel, the
registrant  rejected the offer as payment in full for the Note
Payable. 

     On June 27, 1997, the registrant, filed suit against Palm,
Comm/USA, Feiman, Balsera and Gibbs and Runyan, P.A , a Florida
professional corporation ("Gibbs") in the Circuit Court of the
Fifteenth Judicial Circuit, Palm Beach County, Florida in
connection with the purchase agreement for which the Note
Receivable was issued. 

     The registrant commenced suit against the above-named
defendants collectively and/or individually alleging/seeking
Fraudulent Transfer; Fraud In The Inducement; Injunctive Relief
(pursuant to Florida's Fraudulent Conveyance Statute and common
law); Fraud In the Purchase Of Securities; Breach of Contract;
and Breach of Fiduciary Duty.  Upon a motion to dismiss all
counts brought by the defendants, the court denied the motion as
to all counts except for the common law injunctive relief sought. 
The court, however, sustained and refused to dismiss the
registrant's claim for injunctive relief based upon Florida's
Fraudulent Conveyance Statute.  At a preliminary hearing, the
court did not grant preliminary injunctive relief.  The lawsuit
continued forward through its discovery phase where the
registrant sought compensatory damages and punitive damages, in
addition to any and all other relief the court would grant.  On
December, 18, 1997 the law suit was settled whereby the
registrant would accept $100,000 in exchange for a release from
liability of all defendants to the law suit.  Overall, the
registrant was paid $190,000 on the Note Payable .  The final
order was signed by the Court on January 5, 1998. 

     Pursuant to the Agreement dated June 6, 1997 between the
registrant and Harbor Town I, upon the termination of the
abovementioned litigation, the Note Receivable was to be
transferred from  the registrant  to Harbor Town I.  The Note
Receivable constituted the consideration paid by the registrant
for Harbor Town I's stock. The transfer contemplated by the June
6, 1997 agreement described above was canceled pursuant to an
agreement dated November 6, 1997 between the registrant and
Harbor Town I.  Consequently, the registrant continued to hold
the Note Receivable and receive the cash flow therefrom until the
settlement of the above described lawsuit.

     On November 6, 1997, Harbor Town I entered into a
subscription agreement with an investor which required Harbor
Town I to cancel entirely the above described transfer of the
Note Receivable.  On November 6, 1997, the transfer of the Note
Receivable was canceled in its entirety. The June 5, 1997
assignment of the Note Receivable which served as consideration
for the 2,058,209 shares of Harbor's capital stock issued to the
registrant was substituted for the registrant canceling a $12,600
promissory note dated June 2, 1997 made by Harbor Town I to the
registrant.

     (b) Business of Issuer

     The registrant is presently a holding company conducting
virtually no business operation, other than its efforts to seek 

<PAGE>

merger partners or acquisition candidates. As disclosed in the
registrant's press release dated November 11, 1997,  the
registrant entered into a non-binding letter of intent for
a reverse merger with R.F. Scientific, Inc., an Orlando, Florida
based corporation ("RFS").  RFS is a satellite communications
company which specializes in preparing and constructing satellite
communications vehicles for a wide variety of commercial
broadcasters, private networks and voice data users.  The
registrant has been actively negotiating an agreement with RFS
for the registrant to acquire all of the outstanding shares of
RFS pursuant to a reorganization agreement.  As of the date
of this report; however, no definitive binding reorganization
agreement has been entered into between the registrant and RFS,
and since the letter of intent is non-binding, no assurance can
be made that any such agreement will be entered into and that the
RFS acquisition will occur.  

     The registrant encounters intense competition from other
entities having a business objective similar to that of the
registrant. Many of these entities are well-established and have
extensive experience in connection with identifying and effecting
business combinations directly or through affiliates. Many of
these competitors possess greater financial, marketing,
technical, personnel and other resources than the registrant and
there can be no assurances that the registrant will have the
ability to compete successfully. The registrant's financial
resources are limited in comparison to those of many of its
competitors. This inherent competitive limitation could compel
the registrant to select certain less attractive acquisition
prospects.  There can be no assurances that such prospects
will permit the registrant to meet its stated business
objectives.  The registrant believes, however, that the
registrant's status as a reporting public entity could give the
registrant a competitive advantage over privately held entities
having a similar business objective to that of the registrant in
acquiring a business with significant growth potential. 

     The registrant's present officers and directors are the
registrant's only employees who devote approximately 75% of their
time to the business of the registrant.

Item 2.  Properties.

       The executive and business office of the registrant
consist of office space located at 324 Datura Street, Suite 200,
West Palm Beach,  FL 33401.


Item 3.  Legal Proceedings.

       No material legal proceedings are pending of which the
registrant is a party.

Item 4.  Submission of Matters to a Vote of Security Holders.

     No matter was submitted to a vote of the registrant's
securities holders during the fourth quarter of the registrant's
fiscal year.

<PAGE>

                            PART II

Item 5.  Market for Common Equity and Related Stockholders
         Matters.

    (a)  Market Information

     The registrant's common stock has been traded on the
over-the-counter market since May 1989. The following table sets
forth the range of high and low bid quotations for each quarterly
period in the fiscal year ended December 31, 1997, and 1996 as
reported by over-the-counter market quotations. The quotations
reflect inter-dealer prices, without retail mark-up, mark down or
commission and may not represent actual transactions.

<TABLE>
<CAPTION>
                         High                        Low
                 Bid             Asked         Bid        Asked
<S>             <C>             <C>            <C>        <C>
1996 
1st Quarter     $5.50           $6.75          $4.25      $5.50
2nd Quarter     $10.00          $11.00         $4.00      $5.375
3rd Quarter     $8.625          $9.50          $3.25      $5.00
4th Quarter     $5.50           $6.75          $1.375     $1.875

1997
1st Quarter     $1.50           $2.00          $0.50      $0.8125
2nd Quarter     $0.8125         $1.25          $0.375     $0.5625
3rd Quarter     $0.8125         $1.25          $0.25      $0.4375
4th Quarter     $0.75           $1.125         $0.125     $0.4375

</TABLE>

    (b)  Holders

     As of March 31, 1997, there were approximately 2,085 holders
of record of the registrant's common stock. 

    (c)  Dividends

     No cash dividends were declared or paid on the registrant's
common stock for the last two fiscal years.  No restrictions
limit the registrant's ability to pay dividends on its common
stock. 

     Recent Sales of Unregistered Securities

     On December 31, 1996, the registrant entered into a stock
purchase agreement with  R. H. Financial Services, Inc. ("RHF"),
and subsequently amended this agreement on January 31, 1997, 
which, as amended, provided for the sale of 41,667 shares of the
registrant's common stock to RHF at approximately $0.60 per share
($25,000 in the aggregate). The net proceeds to the registrant
for the sale of said 41,667 shares, of which there were no
offering expenses, was $25,000. Ronald W. Hayes, Jr. ("Hayes"),
who was appointed president of the registrant on January 4, 1997,
is the president and controlling shareholder of RHF. No
commissions were paid, and no underwriting discounts were
provided, by the registrant in connection with the abovementioned
transactions. The registrant relied upon section 4(2) of the Act
to exempt the transaction from the registration requirements of
the Act. The per share price of approximately $0.60 represented a
63% discount of the low average high and low bid of the

<PAGE>

registrants's stock for the fourth quarter of 1996, as reflected
in the bulletin board quotes of the over-the-counter trading
market.

     On each of March 26, 1997 and April 10, 1997, the registrant
sold 250,000 shares of common stock (500,000 in the aggregate) at
$0.40 per share pursuant to a private placement transaction. The
exemptions the registrant relied upon were Sections 4(2), 4(6)
and Regulation D of the Securities Act of 1933, as amended. The 
stock was sold to an individual in the March transaction and to a
privately held limited liability partnership in the April
transaction. Both purchasers are accredited investors as that
term is defined in Regulation D.   The net proceeds to the
registrant for the sale of said 500,000 shares, after offering
expenses of $1,000 were $199,000.  No commissions were paid, and
no underwriting discounts were provided, by the registrant in
connection with the abovementioned transactions.

     On October 17, 1997, the registrant issued 41,791 shares of
the registrant's common stock, valued at $10,740.28 to William R.
Colucci in exchange for the consulting services Mr. Colucci
provided to the registrant prior to becoming a director of the
registrant.  These services consisted of assisting the registrant
in becoming a viable merger candidate to be merged with a
profitable ongoing concern and evaluating and analyzing various
merger partners for the registrant.  The aforementioned valuation
of the registrant's common stock, no par value issued to Mr.
Colucci, was determined by averaging the $.0125 bid price of the
registrant's stock with the ask price of $0.5625 on the October
17, 1997 taken from the bulletin board quotes of the
over-the-counter trading market, and providing a discount of 25%
as a result of the share's "restricted" nature. No commissions
were paid, and no underwriting discounts were provided, by the
registrant in connection with the abovementioned transactions.
The registrant relied upon section 4(2) of the Act to exempt the
transaction from the registration requirements of the Act.

Item 6.  Management's Discussion and Analysis or Plan of
         Operation.

    (a)  Plan of Operation

     The registrant is presently a holding company conducting
virtually no business operation, other than its efforts to seek
merger partners or acquisition candidates. It presently receives
no cash flow from any source.

     As disclosed in the registrant's press release dated
November 11, 1997,  the registrant entered into a non-binding
letter of intent for a reverse merger with R.F. Scientific, Inc.,
an Orlando, Florida based corporation ("RFS").  RFS is a
satellite communications company which specializes in preparing
and constructing satellite communications vehicles for a wide
variety of commercial broadcasters, private networks and voice
data users.  The registrant has been actively negotiating an
agreement with RFS for the registrant to acquire all of the
outstanding shares of RFS pursuant to a reorganization agreement. 
As of the date of this report; however, no definitive binding
reorganization agreement has been entered into between the
registrant and RFS, and since the letter of intent is
non-binding, no assurance can be made that any such agreement
will be entered into and that the RFS acquisition will occur.  

<PAGE>

     In the event the RFS acquisition does not occur, the
registrant may not be in a position to meet its cash requirements
for the remainder of its fiscal year unless the registrant
receives an additional capital infusion.  The registrant
presently has no binding commitments to obtain a capital infusion
in a sufficient amount, or any amount, to assist it in meeting it
cash requirements for the remainder of its fiscal year. The
registrant can make no assurances that such a sufficient capital
infusion will occur, or that if such a capital infusion does
occur, that it will not be on terms that could adversely affect
the registrant or its shareholders.

Item 7.  Financial Statements

       Financial Statements of Registrant are incorporated by
reference in the registrant's Form 10-KSB Report filed April 3,
1998. 

Item 8.  Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure.

       Not applicable


                            PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act.

     (a)  Identity of directors and executive officers.

<TABLE>
<CAPTION>
Name                  Age    Position              Director Since
<S>                   <C>    <C>                   <C>
Ronald W. Hayes, Jr.  31     chairman of board/    January, 1997
                             president/director

William R. Colucci    59     executive vice        September 1997
                             president/director

</TABLE>

     Each director is elected until the next Annual Meeting of
shareholders and until his successor is qualified.

      (b)  Business experience of directors and executive
           officers.

     Ronald W. Hayes, Jr. has served as chairman of the board,
president and a director of the registrant since January 1997. He
is in charge of implementing the registrant's acquisition
strategy.  Mr. Hayes is also presently the president of a
privately held management firm known as Harbor Town Management
Group, Inc., a Florida corporation, which provides investment
banking and business consulting services. From 1994 to 1997, Mr.
Hayes served as president and chairman of R. H. Financial
Services, Inc. an investment services company which provided
investment banking, brokerage and consulting services.  Also,
from 1994 to 1995 Mr. Hayes served as a director of Action 
Products, Inc., a publicly traded Nasdaq listed company.  From
1991 to 1995, he was employed as a stockbroker and office manager
with Prudential Securities and First Montauk Securities, Inc.

     Mr. Colucci has served as the executive vice president and a
director of since September, 1997. His duties include assisting
the registrant in implementing its acquisition strategy.  Mr.
Colucci is also presently a consultant with a privately held
management firm known as Harbor Town Management Group, Inc., a
Florida corporation, which provides investment banking and
business consulting services. From June 1996 to May 1997, Mr.
Colucci served as Chief Operating Officer and SEC Compliance
officer for Physicians Laser Services, Inc., a publicly traded
Delaware corporation.  From April 1991 to May 1996, Mr. Colucci
served as a senior partner of Decision Dynamics, Inc., a private
business and real estate consulting firm. 

<PAGE>

     Section 16(a) Beneficial Ownership Reporting Compliance.

     To the best of registrant's knowledge, Ronald W. Hayes, an
officer, director and beneficial owner of more than 10% of the
registrant's common stock, failed to file required Form 4 in
September 1997. To the best of registrant's knowledge, no other
officer, director and/or beneficial owner of more than 10% of the
registrant's common stock, failed to file reports as required by
Section 16(a) of the Exchange Act during the most recent fiscal
year.

Item 10.  Executive Compensation.

<TABLE>
<CAPTION>
                                                                       Long-Term Compensation
                     Annual Compensation                              Awards           Payouts
  (a)            (b)      (c)            (d)       (e)         (f)           (g)       (h)   
                                                  Other                                          All
Name &                                            Annual    Restricted    Securities             Other
Position         Year   Salary($)      Bonus($)   Compen-   Stock         Underlying   LTIP      Compen-
                                                  sation    Award(s)      Options/     Payouts   sation
                                                  ($)       ($)           SARs(#)        ($)       ($)
<S>              <C>    <C>            <C>        <C>       <C>           <C>          <C>       <C>
 
Ronald W.
Hayes, Jr.
Director
Chmn. of the
Board/Presi
dent             1997    275,000 (1)     -0-        -0-        -0-       100,000         -0-     32,260(1)
                                                                         shares
                                                                         common
                                                                         stock (2)
Ronald P.
Perella
Director
Exec. V.P.       1997    175,000(3)      -0-        -0-        -0-       100,000         -0-       -0- 
                                                                         shares
                                                                         common
                                                                         stock(3)
</TABLE>


<PAGE>

Notes to table:

     (1) During 1997, Ronald W. Hayes, Jr. was granted 250,000
and 100,000 (350,000 in the aggregate) shares of common stock of
the registrant as compensation for serving as the registrant's
chairman of the board of directors and president.  The per share
closing market price of the registrants common stock on (i)
January 31, 1997, the date of grant of 250,000 shares to Mr.
Hayes was $0.875 and (ii) April 24, 1997, the date of grant of
100,000 shares to Mr. Hayes was $0.5625. During 1997, Mr. Hayes
was also compensated in the amount of $32,260, which was paid in
the form of 36,869 shares of common stock of the registrant,
pursuant to an employment contract entered into between Mr.
Hayes and the registrant in 1996 whereby Mr. Hayes served as a
consultant to the registrant, but which was never fully paid
upon.

     (2) As part of his compensation for serving as a director
of the registrant, on January 31, 1997, Ronald W. Hayes, Jr. was
awarded options to purchase 100,000 shares of the registrant's
common stock at a price of $0.875 per share exercisable, in
whole or in part, at any time on or before January 31,1999.  
The per share closing market price of the registrants common
stock on  January 31, 1997 was $0.875.

     (3) During 1997, Ronald P. Perella was granted 200,000
shares of common stock of the registrant as compensation for his
serving as the registrant's executive vice  president. The per

<PAGE>

share closing market price of the registrant's common stock on
January 31, 1997, the date of the grant of 200,000 shares to Mr.
Perella, was $0.875.  In October 1997, Mr. Perella resigned as
an officer and director of the registrant.

     (4) As part of his compensation for serving as a director
of the registrant, on January 31, 1997, Ronald P. Perella was
awarded options to purchase 100,000 shares of the registrant's
common stock at a price of $0.875 per share exercisable, in
whole or in part, at any time on or before January 31,1999.  
The per share closing market price of the registrant's common
stock  on January 31, 1997 was $0.875. 


                  Option/SAR Grants in Last Fiscal Year
<TABLE>
<CAPTION>

 (a)                   (b)             (c)            (d)            (e)
                                    % of Total
                    Number of       Options/
                    Securities      SARs
                    Underlying      Granted to
                    Options/        Employees      Exercise or
                    SARs            in Fiscal      Base Price     Expiration
Name                Granted(#)      Year           ($/Sh)         Date
<S>                 <C>             <C>            <C>            <C>
Ronald W.
Hayes, Jr.
Director
Chmn of the
Board/Presi
dent                100,000(1)       25%            .0875          1/31/99
  
Ronald P.
Perella
Director
Exec. V.P.          100,000(2)       25%            .0875           1/31/99
  
</TABLE>

Notes to table:

     (1) As part of his compensation for serving as a director
of the registrant, on January 31, 1997, Ronald W. Hayes, Jr. was
awarded options to purchase 100,000 shares of the registrant's
common stock at a price of $0.875 per share exercisable, in
whole or in part, at any time on or before January 31,1999.  
The per share closing market price of the registrants common
stock on  January 31, 1997 was $0.875.

     (2) As part of his compensation for serving as a director
of the registrant, on January 31, 1997, Ronald P. Perella was
awarded options to purchase 100,000 shares of the registrant's
common stock at a price of $0.875 per share exercisable, in
whole or in part, at any time on or before January 31,1999.  
The per share closing market price of the registrant's common
stock  on January 31, 1997 was $0.875.

<PAGE>


Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End
Options/SAR Values

<TABLE>
<CAPTION>
 (a)               (b)               (c)                 (d)                  (e)
                                                      Number of            Value of
                                                      Securities           Unexercised
                                                      Underlying           In-The-Money
                                                      Unexercised          Options/
                                                      Options/SARs         SARs at FY-
                                                      at FY-End(#)         End ($)
                Shares                                
                Acquired on        Value              Exercisable/         Exercisable/
Name            Exercise           Realized           Unexercisable        Unexercisable
<S>             <C>                <C>                <C>                  <C>
Ronald W.
Hayes, Jr.
Director
Chmn of the
Board/Presi
dent(1)          ---                  ---              100,000                ---
                                                       Exercisable

Ronald P.
Perella
Director
Exec.
V.P.(1)          ---                  ---              100,000                ---
                                                       Exercisable  

</TABLE>


Notes to table:

     (1) No options were exercised by the named executive
officers during 1997.  Also, no unexercised options of the named
executive officers were in-the-money as of December 31, 1997.

     Compensation of Directors

     Each person who served as a director of the registrant
during 1997 was awarded options to purchase 100,000 shares of
the registrant's common stock at a price per share equal to the
per share closing market price of the registrant's common stock
on the date of such grant.  Also, directors are compensated up
to $500 for travel expenses in the event a director is traveling
outside of South Florida and is required to return to South
Florida to attend an emergency director's meeting.

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.

     (a)  The names, addresses, amount and nature of beneficial
ownership and percent of such ownership of persons known to the
registrant to be beneficial owner of more than five percent (5%)
of any class of Registrant's voting securities as of the date
hereof are as follows:

<TABLE>
<CAPTION>
     (1)                       (2)                          (3)                    (4)
Title of Class           Name and Address            Amount and Nature      Percent of Class
                         of Beneficial Owner         Of Beneficial Owner
<S>                      <C>                         <C>                    <C>

common                   Robert & Cyndee
                         Hackney, JTWROS
                         4119 Lakespur Circle
                         S., Palm Beach
                         Gardens, FL 33410
                         (1)                          363,337 shares (D)          16.5%


common                   Ronald W. Hayes, Jr.
                         1090 Powell Dr.,
                         Singer Island, FL
                         33404 (2)                    619,000 shares (D,I)        28.1%


common                   Ronald P. Perella
                         162 N.E. Twylite
                         Terrace Stuart, FL
                         34983 (3)                    205,000 shares (D)           9.3%

common                   Louis E. Selman
                         19575 Trails End
                         Terrace, Jupiter, FL
                         33458                        250,000 shares (D)          11.4%


common                   JRKR Family
                         Partners, Ltd.
                         6616 Celeste Avenue,
                         Las Vegas, NV 89107          250,000 shares (D)          11.4%
________________________________________________________________

</TABLE>

  (1) 314,000 shares of the 363,337 shares common stock are
subject to a voting trust agreement which remains in effect
until December 31, 1998. This agreement provides that R H
Financial Services, Inc., a Florida corporation wholly owned by
Ronald W. Hayes, Jr., the registrant's president, possess all
rights, including the right to vote all shares, whatsoever, in
connection with the shares, other than the right to receive
dividends payable on such shares.

  (2) Includes the right to vote, through R H Financial
Services, Inc., 314,000 shares of common stock owned by Robert
and Cyndee Hackney, JTWROS.

  (3) Includes the right to purchase up to 50,000 shares of the
registrant's common stock at any date prior to January 31, 1999.

     (b)  The names, addresses, amount and nature of beneficial
ownership and percent of such ownership of officers and
directors of  the registrant to be beneficial owner of the
registrant's voting securities are as follows:


<PAGE>

<TABLE>
<CAPTION>
     (1)                       (2)                          (3)                      (4)
Title of Class           Name and Address            Amount and Nature         Percent of Class
                         of Beneficial Owner         Of Beneficial Owner
<S>                      <C>                         <C>                       <C>


common                   Ronald W. Hayes, Jr.,
                         director, president
                         1090 Powell Dr.,
                         Singer Island, FL
                         33404 (1)                    619,000 shares (D,I)            28.1%

common                  William R. Colucci,
                        director, executive
                        vice president, 601 N.
                        Ocean Blvd., Apt. #
                        304, Boca Raton, FL
                        333432 (2)                     91,791 shares (D)               4.2%

common                  All officers and
                        directors as a group
                        (1)(2)                        710,791 shares (D,I)            32.3%
____________________________

</TABLE>

  (1)  Includes Ronald W. Hayes, Jr. right to vote, through R H
Financial Services, Inc., 314,000 shares of common stock owned
by Robert and Cyndee Hackney, JTWROS. 

  (2)  Includes the right to purchase up to 50,000 shares of the
registrant's common stock at any  date prior to November 25,
1999.

     As disclosed in Part I Item 1 of this report, on November
11, 1997,  the registrant entered into a non-binding letter of
intent for a reverse merger with R.F. Scientific, Inc., an
Orlando, Florida based corporation ("RFS"). The registrant has
been actively negotiating an agreement with RFS for the
registrant to acquire all of the outstanding shares of RFS
pursuant to a reorganization agreement.  As of the date of this
report; however, no definitive binding reorganization agreement
has been entered into between the registrant and RFS, and no
definitive terms regarding a change in control of the registrant
have been agreed upon.  In the event a binding reorganization
agreement is entered into between the registrant and RFS, a
change in control of the registrant may occur. 

Item 12.  Certain Relationships and Related Transactions.

     In January 1996, the registrant entered into an agreement
to exchange approximately 83.5% of its no par value common stock
for approximately 60% of the common stock of Communications/USA,
Inc. ("Comm/USA"). On January 31, 1997, the registrant's board
of directors approved purchase agreement dated January 17, 1997
between the registrant and Palm Capital, Inc. ("Palm") to
transfer to Palm  2,550,000 shares of Comm/USA, which
represented One Hundred Percent (100%) of the registrant's
ownership interests of Comm/USA (the "Transaction").  On May
23, 1997, a majority of the registrant's shareholders approved
the purchase agreement at the annual meeting of shareholders.

     The Transaction was negotiated at "arms length" and the
consideration paid represented a fair market value.  Raul E.
Balsera ("Balsera") and Robert Feiman ("Feiman"), both officers

<PAGE>

and shareholders of Palm, were both affiliate shareholders of
the registrant prior to the Transaction.  Also, Balsera served
as Chief Financial Officer of the registrant and Comm/USA prior
to the Transaction. As consideration for the Comm/USA stock
transfer, Palm agreed to deliver to the registrant any and all
of the registrant's stock held by Palm, Balsera and Feiman, plus
any and all options or other rights to the registrant's common
stock, plus the sum of $500,000, secured by 1,250,000 shares of
Comm/USA common stock.  The consideration was payable as
follows: (i) the sum of $25,000 in cash; and (ii) a 7% interest
promissory note in the amount of $475,000 with 12 monthly
payments of $9,000 per month, 12 monthly payments of $12,000 per
month, and a balloon payment of the balance due on March 1,
1999.  Palm also agreed to the assumption of Comm/USA's
liabilities.  

     On December 31, 1996, the registrant entered into a Stock
Purchase Agreement ("Agreement") with  R. H. Financial Services,
Inc. ("RHF") to sell 500,000 shares of newly issued common stock
of the registrant, or approximately 25.6% of the then issued and
outstanding common stock of the registrant. Simultaneously, RHF
executed a Voting Trust Agreement (the "Voting Trust Agreement")
with Robert C. Hackney, giving RHF the right to vote an
additional 314,000 shares of the registrant's common stock for a
period of two years. As a result of the above, RHF controlled
the voting rights to approximately 41.7% of the then issued and
outstanding common stock of the registrant.  On January 4, 1997,
Ronald W. Hayes, Jr. ('Hayes"), President of RHF was appointed
President of the registrant.  

     The Agreement required RHF to pay consideration totaling
$300,000,  with $25,000 payable at closing on December 31, 1996
(the "Closing Date"), $25,000 payable on January 14, 1997 with
the remaining consideration to be paid pursuant to a promissory
note (the "Note") with $50,000 payable on January 31, 1997, and
$50,000 payable on each of March 31, June 30, September 30 and
December 31, 1997. 

     RHF made the initial payment of $25,000 due on the December
31, 1996 closing date and made no other payments pursuant to the
Agreement as of the date of this report.

     On January 31, 1997, the registrant's board of directors
("Board") unanimously decided that the Agreement and the Note
underlying the Agreement ought to be reformed as a result of a
number of unforeseen and unknown facts and events discovered by
RHF and the registrant subsequent to the Closing Date.

     On March 10, 1997, the Board unanimously adopted a plan
submitted by Hayes to restructure the Agreement and Note as
follows: (i) in exchange for RHF returning 458,333 shares
to the registrant, the registrant shall cancel the entire Note
and reform the Agreement to reflect a sale of 41,667 shares of
the registrant's stock to RHF in exchange for the $25,000 RHF
paid on the Closing Date; and (ii) no late payment penalties
shall be charged by the registrant against RHF with respect to
the $25,000 payable on January 14, 1997 and $50,000 payable on
January 31, 1997, of which neither were paid. The Voting Trust
Agreement remains in full force and effect.


<PAGE>

Item 13.  Exhibits and Reports on Form 8-K.

     (a)   Exhibits.
 
           (3)(i)(1) Articles of Incorporation (incorporated by
                     reference to Registrant's Form 10-K Report  
                     for the year ended December 31, 1983,
                     Exhibit (3)(A), File No. 0-6553).

           (3)(i)(2) Amendment No. 1 to Articles of
                     Incorporation. (Incorporated by reference
                     to the registrant's Form 10-KSB filed
                     4/3/98).

           (3)(i)(3) Amendment No. 2 to Articles of
                     Incorporation. (Incorporated by reference
                     to the registrant's Form 10-KSB filed
                     4/3/98).

          (3)(ii)(1) Bylaws (incorporated by reference to
                     Registrant's Form 10-K report for the
                     year ended December 31, 1983, Exhibit (3)
                     (B), File No. 0-6503).

          (3)(ii)(2) Amendment No. 1 to Bylaws. (Incorporated by
                     reference to the registrant's Form 10-KSB
                     filed 4/3/98).

          (2)(ii)(3) Amendment No. 2 to Bylaws. (Incorporated by
                     reference to the registrant's Form 10-KSB
                     filed 4/3/98).

          (9)        Voting Trust Agreement (incorporated by
                     reference to Registrant's Form 10-KSB
                     report for the year ended December 31,
                     1996, Exhibit (9), File No. 333-5862).

          (10) 
          (i)(1)     The Stock Purchase Agreement between the
                     Registrant and RHF (incorporated
                     by reference to the Registrant's Form 8-K
                     filed 1/10/97).

          (i)(2)     Sale and Purchase Agreement Between the
                     Registrant and The Banana Corporation
                     (incorporated by reference to the
                     Registrant's Form 8-K filed 2/14/97).

          (i)(3)     Purchase Agreement Between the Registrant
                     and Palm Capital (incorporated by reference
                     to the Registrant's Form 8-K filed
                     2/14/97).
     
          (i)(4)     Addendum To Stock Purchase Agreement
                     between the Registrant and RHF
                     (incorporated by reference to the
                     Registrant's Form 8-K/A filed 3/24/97).

          (i)(5)     Cancellation of Instrument (incorporated by
                     reference to the Registrant's Form 8-K/A
                     filed 3/24/97).

          (ii)(1)    1997 Restricted Stock Plan. (Incorporated
                     by reference to the registrant's Form
                     10-KSB filed 4/3/98).

          (ii)(2)    William R. Colucci 1997 Restricted Stock
                     Plan Option Agreement.  (Incorporated by
                     reference to the registrant's Form 10-KSB
                     filed 4/3/98).

          (iii)(3)   Frederick A. Hall 1997 Restricted Stock
                     Plan Option Agreement.  (Incorporated by
                     reference to the registrant's Form 10-KSB
                     filed 4/3/98).

          (iv)(4)    Ronald W. Hayes, Jr. 1997 Restricted Stock
                     Plan Option Agreement.  (Incorporated by
                     reference to the registrant's Form 10-KSB
                     filed 4/3/98).

          (v)(5)     Ronald P. Perella 1997 Restricted Stock
                     Plan Option Agreement. (Incorporated by
                     reference to the registrant's Form 10-KSB
                     filed 4/3/98).

<PAGE>

          (11)       Earnings per share (See Appendix A)

          (23)       Consents of Experts and Counsel.

          (b)        Reports on Form 8-K.

                     During the last quarter of the year ended
                     December 31, 1997, no reports on Form 8-K
                     were filed by registrant.
     
          (c)        Financial Data Schedule. 

                     (Incorporated by reference to the
                     registrant's Form 10-KSB filed 4/3/98).

<PAGE>
                           Appendix A
                      Financial Statements.
                                
       The following Audited Financial Statements of Registrant
are incorporated by reference to the registrant's Form 10-KSB
filed 4/3/98:

     1.     Consolidated Balance Sheet as of December 31, 1997
            and 1996.

     2.     Consolidated Statement of Operation for the Years
            ended December 31, 1997, 1996 and 1995.

     3.     Consolidated Statement of Statement of Shareholder's
            Equity for the Years ended December 31, 1997, 1996
            and 1995.

     4.     Consolidated Statement of Cash Flows for the years
            ended December 31, 1997, 1996 and 1995.

     5.     Notes to Consolidated Financial Statements

      


                        SIGNATURES


      In accordance with Section 13 or 15(d) of the Exchange
Act, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized:

NET LNNX, INC.


By:/S/ Ronald W. Hayes, Jr.
       Ronald W. Hayes, Jr.,  President 


Date:  April 16, 1998


     In accordance with the Exchange Act, this  report has been
signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


By: /S/Ronald W. Hayes, Jr.
      Ronald W. Hayes, Jr.,  President 


By:/S/ William R. Colucci
       William R. Colucci, Executive Vice
       President


Date: April 16, 1998