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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Amendment No. )*
NetStaff, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
64116H 10 9
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(CUSIP Number)
Colin Childerley
c/o NetStaff, Inc. 168 South Park
San Francisco, CA 94107
(415) 908-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 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 the following
box. / /
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.
(Continued on following pages)
(Page 1 of 4 Pages)
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(1) The remainder of this cover page shall be filed 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 coverage page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 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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SCHEDULE 13D
CUSIP No. 64116H 10 9 Page 2 of 4 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Colin Childerley
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,849,592
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,849,592
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,849,592
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.1% (1)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Calculated based upon the 13,500,000 outstanding shares of Common Stock of
the Issuer on September 15, 1999.
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ITEM 1. Security and Issuer.
This statement relates to the Common Stock, par value $.001 per share
("Common Stock") issued by Netstaff, Inc., an Indiana corporation (the
"Company"), whose principal executive offices are located at 168 South Park,
San Francisco, CA 94107.
ITEM 2. Identity and Background.
This statement is filed by Colin Childerley, an individual whose
business address is c/o NetStaff, Inc., 168 South Park, San Francisco,
CA 94107. Mr. Colin Childerley became a Director of the Company when NetStaff,
Inc. merged into the Company on September 15, 1999. Prior to the merger, Mr.
Childerley was a Director of NetStaff, Inc. since its founding in June 1996.
Prior thereto, from 1990 through 1996, Mr. Childerley was the President of
101 Ltd., a UK-based company, specializing in real property development. For
approximately fifteen years prior thereto, he was the President of
Childerley's Flowers Ltd., a London-based company, specializing in design and
special events.
The Reporting Person has not, during the last five (5) years (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or (ii) been a 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 violations with respect to
such laws.
The Reporting Person is a United Kingdom citizen.
ITEM 3. Source and Amount of Funds or Other Considerations.
The shares were issued to the Reporting Person who was a director of
NetStaff, Inc. which was merged into the Company in September 1999 and the
Company subsequently changed its name to NetStaff, Inc. As a result of a
Stock Exchange Agreement each share of common stock of NetStaff was converted
into 5.0943 shares of common stock of the Company.
ITEM 4, Purpose of Transaction.
The purpose of the transaction in the stock is for the control of the
Company. The Reporting Person may make purchases of Common Stock from time to
time and may acquire or dispose of any or all of the shares of Common Stock
held by him at any time. The present board of directors plans to increase the
number of directors from two persons to four persons. The Reporting Person
has no plans or proposals which relate to, or could result in any of the
matters referred to in Paragraphs (c) and (e) or in Paragraphs (g) through
(j), of Item 4 of Schedule 13D.
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ITEM 5. Interest in Securities of the Issuer.
As of the date hereof, the Reporting Person beneficially owns
2,849,592 shares of the Company's Common Stock, comprising approximately 21.1%
of the shares outstanding. The percentage used herein is calculated based upon
the 13,500,000 shares of Common Stock of the Company stated by the Company as
issued and outstanding as of September 15, 1999, as stated in Form 8-K/A dated
October 4, 1999. The Reporting Person has sole voting power and sole
dispositive powers of 2,849,592 shares. The Reporting Person has not effected
any other transaction in the shares of the Common Stock.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
ITEM 7. Materials to be Filed as Exhibits.
None.
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.
Dated: October 9, 1999
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/s/ Colin Childerley
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Colin Childerley
