<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended - June 30, 2000
Commission file number 0-25881
NetStaff, Inc.
(Name of small business issuer in its charter)
Indiana 35-2065470
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
168 South Park Street, San Francisco, California 94107
(Address of principal executive offices)
Issuer's telephone number, including area code: (415) 908-1000
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
State of number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of July 31, 2000, the
issuer had outstanding 13,500,000 shares of common stock, par value $0.001 per
share.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NetStaff Inc.
(A Development Stage Company)
Balance Sheet
June 30, 2000
ASSETS
<TABLE>
<S> <C>
Current assets:
Cash $ 155,911
Loans to officer 55,751
Employee advances 1,500
Prepaid expenses 21,343
-----------
Total current assets 234,505
Property and equipment,
net of accumulated depreciation 100,174
-----------
Proprietary software, licenses and trademarks,
net of accumulated amortization 249,475
-----------
$ 584,154
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses $ 180,367
Accrued interest 1,463
Short-term notes payable 15,100
-----------
Total current liabilities 196,930
-----------
Long-term debt 26,505
-----------
Stockholders' equity:
Common stock, $0.001 par value,
20,000,000 shares authorized,
13,500,000 shares issued and outstanding 13,500
Additional paid-in capital 2,793,659
Deficit accumulated during the
development stage (2,420,648)
Stock subscription receivable (25,792)
-----------
Total stockholders' equity 360,719
-----------
$ 584,154
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
1
<PAGE> 3
Netstaff Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Six months Three months June 21, 1996
ended ended (inception) to
June 30, 2000 June 30, 2000 June 30, 2000
(unaudited) (unaudited) (unaudited)
------------ ------------ ------------
<S> <C> <C> <C>
Revenue $ -- $ -- $ 16,100
Costs and expenses
General and administrative 1,221,538 697,290 2,334,086
Depreciation and amortization 34,478 31,566 54,680
------------ ------------ ------------
1,256,016 728,856 2,388,766
------------ ------------ ------------
(Loss) from operations (1,256,016) (728,856) (2,372,666)
------------ ------------ ------------
Other income (expense):
Office sub-lease income 0 0 92,513
Interest income 11,335 5,332 11,447
Loss on disposal of proprietary software (118,283) (118,283) (118,283)
Interest expense (3,722) (1,983) (33,659)
------------ ------------ ------------
(110,670) (114,934) (47,982)
------------ ------------ ------------
------------ ------------ ------------
Net (loss) $ (1,366,686) $ (843,790) $ (2,420,648)
============ ============ ============
Per share information:
Weighted average number of common
shares outstanding - basis and diluted 13,500,000 13,500,000 7,175,946
============ ============ ============
Net (loss) per common share - basic and diluted $ (0.10) $ (0.06) $ (0.34)
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
2
<PAGE> 4
Netstaff Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
Six months Three months
ended ended
June 30, 1999 June 30, 1999
(unaudited) (unaudited)
----------- -----------
<S> <C> <C>
Revenue $ -- $ --
Costs and expenses
General and administrative 57,451 33,974
Depreciation and amortization 0 0
----------- -----------
57,451 33,974
----------- -----------
(Loss) from operations (57,451) (33,974)
----------- -----------
Other income (expense):
Office sub-lease income 14,190 3,500
Interest income 0 0
Debt forgiveness 0 0
Loss on disposal of proprietary software 0 0
Interest expense (1,046) 0
----------- -----------
13,144 3,500
----------- -----------
----------- -----------
Net (loss) $ (44,307) $ (30,474)
=========== ===========
Per share information:
Weighted average number of common
shares outstanding - basis and diluted 7,491,660 7,438,548
=========== ===========
Net (loss) per common share - basic and diluted $ (0.01) $ (0.00)
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 5
Netstaff Inc.
(A Development Stage Company)
Statements of Cash flows
<TABLE>
<CAPTION>
Six months Six months June 21, 1996
ended ended (inception) to
June 30, 2000 June 30,1999 June 30, 2000
(unaudited) (unaudited) (unaudited)
------------- ------------ --------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(1,366,686) $ (44,307) $(2,420,648)
Adjustments to reconcile net loss to net cash
used in operating activities:
Write-off of proprietary software 118,283 0 118,283
Depreciation and amortization 34,478 0 54,680
Proceeds from employee advances (1,500) 0 (1,500)
(Increase) decrease in prepaid expenses (13,644) 0 (21,344)
Increase (decrease) in accounts payable and 0
accrued expenses (15,762) 25,853 181,830
----------- ----------- -----------
Total adjustments 121,855 25,853 331,949
----------- ----------- -----------
Net cash used in operating activities (1,244,831) (18,454) (2,088,699)
----------- ----------- -----------
Cash flows from investing activities:
Purchase of property and equipment (37,010) 0 (106,054)
Development of proprietary software (213,766) 0 (346,375)
Purchase of licenses (27,408) 0 (27,408)
Purchase of trademarks, net 0 0 (16,269)
----------- ----------- -----------
Net cash used in investing activities (278,184) 0 (496,106)
----------- ----------- -----------
Cash flows from financing activities:
Change in cash deficit 0 456 0
Proceeds from officer note receivable (5,400) 0 (55,751)
Proceeds from notes payable (94,329) 17,668 15,100
Proceeds from the sale of common stock 0 0 13,500
Proceeds from paid-in capital 0 0 2,793,659
Proceeds from stock subscriptions 850,000 0 (25,792)
----------- ----------- -----------
Net cash provided by financing activities 750,271 18,124 2,740,716
----------- ----------- -----------
Net decrease in cash and cash equivalents (772,744) (330) 155,911
Cash and cash equivalents, beginning 928,655 330 0
----------- ----------- -----------
Cash and cash equivalents, ending $ 155,911 $ 0 $ 155,911
=========== =========== ===========
Supplemental disclosures:
Non-cash investing and financing transactions:
Equipment acquired through capital lease $ 28,834 $ 28,834
=========== ===========
Common stock issued in conversion of loans $ 161,000
===========
Common stock issued in consideration of
services rendered $ 40,000
===========
Cancellation of stock subscriptions $ 124,208 $ 124,208
=========== ===========
Interest expense $ 3,516 $ 0 $ 32,233
=========== =========== ===========
Income taxes $ 1,600 $ 0 $ 6,010
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE> 6
NetStaff, Inc.
(A Development Stage Company)
Notes to the Financial Statements
Note 1. General
The interim unaudited financial statements presented above have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of the
Company's financial position, results of operations, cash flows and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the Company's results of operations and financial
position have been included, and all such adjustments are of a normal recurring
nature. Operating results for the quarter ended June 30, 2000, are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2000. These unaudited financial statements should be read in
conjunction with the financial statements for the year ended December 31, 1999,
set forth in the Company's annual report on Form 10-KSB, previously filed with
the Securities and Exchange Commission on May 8, 2000.
Note 2. Summary Of Significant Accounting Policies
Organization
The Company was incorporated on June 21, 1996 in the State of Delaware. The
Company is in the development stage and is in the business of providing an
Internet-based multiple listing service for the professional staffing and
recruiting industry.
On September 15, 1999, NetStaff, Inc., a Delaware corporation ("NetStaff
Delaware"), entered into a stock exchange agreement (the "Agreement") with MAS
Acquisition VIII Corp. ("MAS"), an Indiana corporation, whereby NetStaff
Delaware agreed to merge into MAS, pursuant to a tax-free reorganization. MAS
became the surviving corporation, changing its name to NetStaff, Inc. in
September 1999. Pursuant to the terms of the Agreement, as of December 17, 1999,
each common share of NetStaff Delaware was exchanged for 5.0943 common shares of
the MAS. A total of 1,669,505 shares of common stock of NetStaff Delaware were
exchanged for 8,505,000 common shares of MAS.
5
<PAGE> 7
This reorganization is accounted for as though it were a recapitalization of the
Company and sale of the Company of 4,995,000 shares of common stock in exchange
for the net assets of MAS.
Use of estimates
The preparation of the Company's financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the balance sheet date and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Note 3. Software And Website Development Costs
Product and website development costs incurred in developing the Company's
website are accounted for in accordance with SOP 98-1. Product and website
development costs include amounts incurred by the Company to develop, enhance,
manage, monitor and operate the Company's website. The Company has written off
software development costs totaling $132,609, that it previously capitalized,
because the Company has replaced this software. The Company has capitalized
$213, 766 in development costs for new software that the Company has developed.
The new software was placed in service on or about June 2, 2000. Amortization of
this software amounted to $5,938, at June 30, 2000, and is included in the
amortization expense.
Note 4. Stock Subscription Receivable
The basis for this stock subscription receivable was described and fully set
forth in Note 2 of the footnotes to the financial statements contained in the
Company's Form 10-QSB, for the quarterly period ended March 31, 2000, which was
previously filed with the Securities and Exchange Commission on May 15, 2000.
In June 2000, there was a balance of $150,000 due to the Company pursuant to
that certain license agreement between the Company and Commodore Sales Corp.
("Commodore"). The parties came to an agreement, pursuant to the terms of the
license agreement, that an aggregate amount of $34, 207.91 would be deducted as
expenses from the balance due. Thereafter, the parties renegotiated the payment
of the remaining balance of $115,792.09. Commodore issued a non-interest bearing
promissory note to the Company, in the amount of $90,000, payable upon the
condition that the Company achieve gross revenues of a minimum of $1 million
from its MLS by September 30, 2000. In the event the Company does not meet this
milestone, the promissory note will be null and void.
6
<PAGE> 8
In July 2000, Commodore paid to the Company $25,792.09, representing the
remaining monies due under the agreement after the amount of the promissory note
was deducted from the balance of $115,792.09.
Note 5. Stock Warrants
During the six-month period ended June 30, 2000, the Company issued warrants to
purchase 15,000 shares of the common stock, par value $0.001 per share (the
"Shares"), of the Company, to an officer as part of that officer's compensation
package. The warrants are exercisable at $2.00 per Share and also have an
cashless exercise alternative, whereby the holder may surrender the warrants to
the Company, in exchange for reduced number of Shares, which number is
calculated using a formula set forth below. The warrants have a three-year term
running from March 14, 2000, until March 13, 2003.
7
<PAGE> 9
During this period, the Company also issued warrants to purchase an aggregate of
100,000 Shares to an unrelated third party, pursuant to the terms of a
professional services agreement between the Company and such party. Of the
aggregate warrants issued, warrants to purchase 40,000 Shares are exercisable at
$4.50 per Share and have a three year term from April 1, 2000; warrants to
purchase 30,000 Shares are exercisable at $5.50 per Share and have a three year
term from May 24, 2000; and warrants to purchase 30,000 Shares are exercisable
at $6.50 per Share and have a three year term from May 24, 2000. The warrants
also have an alternate method of cashless exercise as described below.
The warrants issued generally require the holder to surrender one warrant and
give the Company the per Share exercise price for each warrant that the holder
wishes to exercise. In the alternative, the holder may utilize a cashless method
of exercise, whereby the holder may elect to receive shares equal to the value
of the warrants (or any portion thereof) by surrendering the warrant certificate
and receiving a number of shares of common stock of the Company calculated as:
X = Y(A-B)
------
A
where:
X = the number of shares of the Company to be issued to the
holder
Y = the number of warrants which are being exercised
A = the fair market value of one share of the Company as at
the date the notice of exercise is received by the
Company; and
B = the exercise price of the warrants.
For the purposes of this calculation, the "fair market value" of one share of
the Company is the average of the mean of the closing bid and ask prices for
such shares for the five trading days immediately preceding the date the notice
of exercise is received by the Company.
8
<PAGE> 10
Note 6. Other Commitments And Contingencies
During the reporting period, the Company settled the breach of contract action,
referred to in previous interim reports, paying an aggregate amount of $40,000
to and exchanging mutual general releases with the plaintiff. The individual
defendants were part of the settlement agreement and also exchanged mutual
general releases with the plaintiff.
Note 7. Subsequent Events
In July 2000, the Company issued warrants to purchase 160,000 shares of the
common stock, par value $0.001 per share, of the Company, to an unrelated third
party, as compensation for that entity's engagement of a consulting firm to
provide corporate and general news and public information about the Company. The
warrants are exercisable at $1.00 per share and also offer an alternative,
cashless method of exercise as that described above in Note 5. The warrants have
a three-year term running from July 14, 2000, until July 13, 2003 and may be
assigned.
9
<PAGE> 11
PART I - FINANCIAL INFORMATION
Item 2. Management's Discussion And Analysis Or Plan Of Operation
The following information should be read in conjunction with Management's
Discussion and Analysis or Plan of Operation and the audited financial
statements and notes thereto for the fiscal year ended December 31, 1999,
included in the Company's Form 10-KSB, as previously filed, on May 8, 2000, with
the Securities and Exchange Commission (the "Form 10-KSB"), as well as in
conjunction with, and is qualified in its entirety by reference to, the
financial statements for the period ended June 30, 2000, and the notes to those
statements, appearing elsewhere in this report. Moreover, the Company
incorporates herein by reference that section of Part I, Item 1 of the Form
10-KSB entitled "Certain Risk Factors that May Affect Future Results."
Forward Looking Information.
The Private Securities Litigation Reform Act of 1995 (the "Reform Act") provides
a "safe harbor" for forward-looking statements to encourage companies to provide
prospective information about their companies, so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that would cause actual results to
differ materially from those discussed in the statement. The Company desires to
take advantage of the "safe harbor" provisions of the Reform Act. Except for the
historical information contained herein, the matters discussed in this Form
10-QSB quarterly report are forward-looking statements that involve risks and
uncertainties. Although the Company believes that the expectations reflected in
such forward-looking statements are based upon reasonable assumptions, it can
give no assurance that its expectations will be achieved, and actual results may
differ materially from the Company's expectations.
Organization - Reverse Merger Treatment
NetStaff, Inc. was incorporated in Indiana on October 7, 1996, as MAS
Acquisition VIII Corp. ("MAS"). MAS acquired NetStaff, Inc., a Delaware
corporation ("NetStaff Delaware"), which was incorporated June 21, 1996, and the
entities were combined, pursuant to a Stock Exchange Agreement dated September
15, 1999 (the Stock Exchange Agreement), that provided for the merger of
NetStaff Delaware with and into MAS as the surviving entity, pursuant to a
tax-free reorganization in accordance with Sections 354 and 368 of the Internal
Revenue Code, as amended. Under the terms of the Stock Exchange Agreement, one
share of the common stock of NetStaff Delaware
10
<PAGE> 12
was to be converted into 5.0943 shares of common stock, par value $0.001 per
share (the "Common Stock") of MAS.
In September 1999, in anticipation of the transactions set forth in the Stock
Exchange Agreement, MAS had increased the number of authorized shares of Common
Stock from 80 million to 100 million, effected an 11 for 1 forward split of its
Common Stock and accepted the return of, and canceled, 88,722,800 shares of
Common Stock from the sole director and officer of MAS.
In addition, in September 1999, coincident with the signing of the Stock
Exchange Agreement, and in furtherance of the transactions contemplated therein,
MAS changed its name to NetStaff, Inc. and also changed its fiscal year end from
March 31 to December 31. Further, pursuant to the terms of the Stock Exchange
Agreement, the sole director and officer of MAS resigned, and the management of
NetStaff Delaware filled the vacancies, thereby effecting a change in control.
The closing of the Stock Exchange Agreement was effected, and the reverse merger
was completed pursuant to the statutory requirements of Indiana and Delaware, on
December 17, 1999, at which time, among other things, 1,669,505 shares of common
stock of NetStaff Delaware, representing all the issued and outstanding shares
of NetStaff Delaware, were exchanged for 8,505,000 shares of Common Stock of the
Company. The 8,505,000 shares of Common Stock issued by the Company in the
exchange were not registered under the Securities Act of 1933, as amended (the
"Securities Act"), are "restricted securities" as defined therein and are
subject to the limitations of Rule 144 promulgated thereunder. After the
issuance of the 8,505,000 shares of Common Stock, the Company had a total of
13,500,000 shares of Common Stock issued and outstanding. Of the 13,500,000
shares of Common Stock that remained outstanding as of July 31, 2000 (the last
practicable date), approximately 4,156,600 shares of Common Stock were freely
tradeable without restriction in the public market unless the shares are held by
affiliates.
Prior to the merger with NetStaff Delaware, the Company had no significant
operations and had never commenced any operational activities. Upon the closing
of the Stock Exchange Agreement, the Company acquired and assumed the
properties, intellectual property rights, operations, assets, liabilities and
obligations of NetStaff Delaware. In conformance with generally accepted
accounting principles, the merger has been accounted for as a "reverse merger"
and the accounting survivor is the Company, an Indiana corporation, formerly
known as MAS.
11
<PAGE> 13
Operating History
The Company is in the primary business of providing an Internet-based multiple
listing service for the professional staffing industry - the NetStaff MLS. The
NetStaff MLS brings together the resources of the staffing industry with the
needs of the corporate human resources community, mainly by offering an
aggregated database of pre-qualified screened candidates from staffing companies
that register with the MLS to employers and hiring companies that have access to
the Company's staffing industry Web portal at WWW.NETSTAFF.COM. Employers and
hiring companies do not pay a fee to review candidates in the MLS. The Company
earns a fee from staffing companies upon the successful placement of a candidate
through the NetStaff MLS.
The design and development of the NetStaff MLS commenced in 1997. This design
and development of the database technology and supporting distribution systems
were strengthened with feedback received from staffing companies at the major
staffing industry conventions in 1997. Fine tuning of this database and
distribution system occurred throughout 1998 and beta testing began on the
system at that time. The technologies and systems employed by the Company were
refined to provide for the diverse needs of not only multi-national staffing
firms, but also the small independent staffing firms that comprise the majority
of the fragmented staffing industry. Efforts throughout the years 1998 and 1999
were devoted to the pilot programs launched with several regional staffing
companies throughout the US. Upon the successful completion of the pilot
programs, the year end of 1999 and first quarter of 2000 was focused on creating
an effective marketing and sales strategy and rollout campaign for the Company,
as well as implementing necessary business and technology systems to allow the
Company to expand. In addition, the Company, based on feedback from the field,
began and completed in the second quarter of 2000, a re-design of its MLS and
network to support an Internet portal for the professional staffing industry and
to ensure scalability of the system. The Company expects to continue to develop
the system in response to continued feedback from its clients.
The Company currently employs 9 full-time employees and plans to increase
employment to between 15 and 20 employees by year-end 2000. The additional
employees will be primarily in sales and customer service. Substantially all the
Company's technology systems development and support is currently provided to
the Company by a third-party consulting firm. The Company anticipates that it
will continue to utilize such services through year end 2000.
The Company seeks to continually improve the systems handling and supporting its
MLS. This development effort is primarily focused on the software used in
running the systems and in the Company's computer
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<PAGE> 14
hardware. During the last six months of 2000, the Company anticipates spending
between $250,000 and $300,000 for the systems improvements. The equipment
portion of the total expenditures for systems improvements described above is
estimated to be approximately $150,000. No other significant capital additions
are planned.
Liquidity and Capital Resources
The Company has incurred significant net losses and negative cash flows from its
inception as a development stage company, as a result of the development and
initial testing and implementation of its business model and operations. The
Company has funded these losses primarily from cash investments by the Company's
founders with repayment by the issuance of common stock to the Company's
founders and loans by third parties.
In the fourth quarter 1999, the Company entered into a limited license
agreement, granting territorial rights for the multiple listing service of the
Company's services in a foreign country, pursuant to which the licensee was to
pay an up-front, one-time license fee of $2 million (less agreed upon expenses
which aggregate $34,207.91), in installments. The Company received its first
installment of the license fee in the amount of $1,000,000, on December 31,
1999. In March 2000, the Company received an additional $500,000; in May 2000,
the Company received an additional $350,000; and in July 2000, the Company
received an additional $25,792.09. There remains a balance of $90,000,
represented by a promissory note from the licensee which is conditioned upon the
Company reaching a certain revenue milestone by the end of the third quarter
2000. The Company, at this time, believes it is unlikely to achieve such
milestone in a timely fashion and, therefore, has not booked the note.
Management has reported the license fee as equity, as opposed to revenue or
income, because it has been advised that the licensee is paying the license fee
with proceeds from the licensee's purchase and sale of shares of the Common
Stock of the Company, substantially all of which occurred in the December 1999
time frame. Since the fee is being paid with such proceeds, the Company believes
it is appropriate to record and recognize such amounts as equity.
The Company will need to raise additional funds to operate its business, enhance
its corporate development and consider possible acquisitions for expansion. To
this end, the Company has recently engaged the services of a third party
investment firm to assist the Company in obtaining additional capital. The
Company anticipates that it will be able to obtain working capital through the
proceeds of these financing efforts imminently, although there can be no
assurance that additional financing will be available when needed or, that if
available, will include terms favorable to the Company's shareholders or the
Company. If such financing is not made available on terms acceptable to the
Company, the Company may be unable to continue to develop or enhance its
13
<PAGE> 15
service offerings, take advantage of business opportunities, or continue in
operation as it has been, all of which would have a material adverse effect on
the Company's business, financial condition and results of operation.
Operations
Total expenses for the six months ended June 30, 2000 came to $1,270,553, as
compared to $57,451 incurred during the comparable time frame in 1999 (see the
Statement of Operations in the accompanying financial statements). The major
increase in expenses is mainly attributable to increases in employee wages and
related costs ($526,264 increase) professional fees ($305,735 increase),
advertising/promotional ($111,731 increase), and office expense ($65,463
increase). The Company went from no paid employees in the same period of 1999 to
an average employment of about 10 for the first six months of 2000. The
increased expenses of the Company for professional fees resulted primarily from
employment of third party professionals and independent contractors to meet the
company's development, technical and financial demands on a timely basis, as
well as associated costs relating to the launch and initial implementation of
its sales and marketing strategies.
14
<PAGE> 16
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company settled the breach of contract action, referred to in the
footnotes to the financial statements contained in its Form 10-QSB, for
the quarter ended March 31, 2000, previously filed with the Securities
and Exchange Commission, on May 15, 2000. The Company paid $40,000 to,
and exchanged mutual general releases with, the plaintiff. The
individual defendants were also part of the settlement agreement and
exchanged mutual general releases with the plaintiff.
Item 2. Changes In Securities
The Company hereby refers to and incorporates by reference the
information set forth above in Part I, Item 1, in Notes 5 and 7 of the
footnotes to the financial statements with respect to the warrants
recently issued by the Company. In issuing such warrants, the Company
relied on an exemption provided for by Section 4(2) of the Securities
Act of 1933.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
In June 2000, Mr. David Davis, the Company's CFO and COO, left the
Company's employ, and resigned as a director of the Company.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.10 Warrants to Purchase 30,000 Common Shares of
NetStaff, Inc., at $5.50 per share, issued to
Elliott, Lane &
</TABLE>
15
<PAGE> 17
<TABLE>
<S> <C>
Associates, May 24, 2000, per Professional
Services Agreement, and Warrant Terms and
Conditions.
10.11 Warrants to Purchase 30,000 Common Shares of
NetStaff, Inc., at $6.50 per share, issued to
Elliott, Lane & Associates, May 24, 2000, per
Professional Services Agreement, and Warrant
Terms and Conditions.
10.12 Warrants to Purchase 15,000 Common Shares of
NetStaff, Inc., at $2.00 per share, issued to
David Davis, per Offer Letter, and Warrant Terms
and Conditions.
10.13 Warrants to Purchase 160,000 Common Shares of
NetStaff, Inc., at $1.00 per share, issued to
Fast Net Communications, Inc., and Warrant Terms
and Conditions.
10.14 Agreement between NetStaff, Inc. and Commodore
Sales Corp., effective June 30, 2000.
10.15 Promissory Note, dated June 30, 2000, from
Commodore Sales Corp. to NetStaff, Inc.
10.16 Master Software License Agreement between
Epicentric, Inc. and NetStaff, Inc., dated May 3,
2000.
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
The Company filed a report on Form 8-K on April 25, 2000,
regarding changes in its certifying accountants. The Company
filed an amended report on Form 8-K on May 4, 2000, relating to
the same matter. No financial statements were filed in
connection with those two reports.
16
<PAGE> 18
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated this 14th day of August, 2000
NETSTAFF, INC.
By: /s/ PATRICK RYLEE
------------------------------
Authorized Signatory
17
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.10 Warrants to Purchase 30,000 Common Shares of
NetStaff, Inc., at $5.50 per share, issued to
Elliott, Lane & Associates, May 24, 2000, per
Professional Services Agreement, and Warrant Terms
and Conditions.
10.11 Warrants to Purchase 30,000 Common Shares of
NetStaff, Inc., at $6.50 per share, issued to
Elliott, Lane & Associates, May 24, 2000, per
Professional Services Agreement, and Warrant Terms
and Conditions.
10.12 Warrants to Purchase 15,000 Common Shares of
NetStaff, Inc., at $2.00 per share, issued to
David Davis, per Offer Letter, and Warrant Terms
and Conditions.
10.13 Warrants to Purchase 160,000 Common Shares of
NetStaff, Inc., at $1.00 per share, issued to Fast
Net Communications, Inc., and Warrant Terms and
Conditions.
10.14 Agreement between NetStaff, Inc. and Commodore
Sales Corp., effective June 30, 2000.
10.15 Promissory Note, dated June 30, 2000, from
Commodore Sales Corp. to NetStaff, Inc.
10.16 Master Software License Agreement between
Epicentric, Inc. and NetStaff, Inc., dated May 3,
2000.
27 Financial Data Schedule
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