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 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. 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. 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. 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. 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 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 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 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