<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 - September 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 November 6, 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
September 30, 2000
ASSETS
<TABLE>
<S> <C>
Current assets:
Accounts receivable $ 5,000
Loans to officer 55,751
Prepaid expenses 35,455
-----------
Total current assets 96,206
Property and equipment - net of accumulated depreciation 95,143
Proprietary software - net of accumulated amortization 142,582
Licenses and trademarks - net of accumulated amortization 52,547
-----------
$ 386,478
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft $ 9,874
Accounts payable and accrued expenses 299,639
Accrued interest 460
Notes payable- related party 31,300
Notes payable 30,100
-----------
Total current liabilities 371,373
-----------
Stockholders' equity
Common stock, $0.001 par value,
100,000,000 shares authorized,
13,500,000 shares issued and outstanding 13,500
Additional paid in capital 2,793,674
Deficit accumulated during the
development stage (2,792,069)
-----------
Total stockholders' equity 15,105
-----------
$ 386,478
===========
</TABLE>
<PAGE> 3
Netstaff, Inc.
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
June 21, 1996
(inception)
Three Months Ended Nine Months Ended Through
September 30 September 30 September 30 September 30 September 30
2000 1999 2000 1999 2000
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenue $ 5,252 $ -- $ 5,252 $ -- $ 21,352
Costs and expenses:
General and administrative 381,248 153,633 1,602,786 221,086 2,715,334
Depreciation and amortization 10,177 2,742 44,655 8,203 64,857
------------ ------------ ------------ ------------ ------------
(Loss) from operations (386,173) (156,375) (1,642,189) (229,289) (2,758,839)
------------ ------------ ------------ ------------ ------------
Other income (expense):
Office sub-lease income -- 24,240 -- 54,630 92,513
Interest income 1,001 -- 12,336 -- 12,448
Interest expense (786) (6,492) (4,508) (14,163) (34,445)
Forgiveness of debt 14,537 -- 14,537 5,000 14,537
Loss on disposal of proprietary software -- -- (118,283) -- (118,283)
------------ ------------ ------------ ------------ ------------
14,752 17,748 (95,918) 45,467 (33,230)
------------ ------------ ------------ ------------ ------------
Net (loss) $ (371,421) $ (138,627) $ (1,738,107) $ (183,822) $ (2,792,069)
============ ============ ============ ============ ============
Per share information:
Weighted average number
of common shares outstanding -
basic and diluted 13,500,000 8,634,543 13,500,000 7,835,788 7,548,427
============ ============ ============ ============ ============
Net (loss) per common share -
basic and diluted $ (0.03) $ (0.02) $ (0.13) $ (0.02) $ (0.37)
============ ============ ============ ============ ============
</TABLE>
<PAGE> 4
Netstaff, Inc.
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
June 21, 1996
(inception)
Nine Months Ended Through
September 30, September 30, September 30,
2000 1999 2000
----------- ----------- -----------
<S> <C> <C> <C>
Operating Activities
----------- ----------- -----------
Net cash flow from operating activities $(1,597,893) $ (114,053) $(2,401,716)
----------- ----------- -----------
Investing Activities
Acquisition of fixed assets (37,010) (2,525) (146,886)
Development of proprietary software (75,118) -- (164,566)
Acquisition of licenses (27,408) -- (27,408)
Acquisition of trademarks -- -- (16,269)
----------- ----------- -----------
Net cash (used in) investing activities (139,536) (2,525) (355,129)
----------- ----------- -----------
Financing Activities
Change in cash deficit 9,874 499 9,874
(Increase) decrease in loans made to officers (5,400) (36,351) (55,751)
Increase (decrease) in notes payable - related party 21,300 -- 21,300
Increase (decrease) in notes payable (67,000) 115,100 301,100
Issuance of preferred stock -- -- 35,000
Proceeds from the sale of common stock 850,000 37,000 2,445,322
----------- ----------- -----------
Net cash provided by financing activities 808,774 116,248 2,756,845
----------- ----------- -----------
Net (decrease) in cash (928,655) (330) --
Cash at beginning of period 928,655 330 --
----------- ----------- -----------
Cash at end of period $ -- $ -- $ --
=========== =========== ===========
Supplemental cash flow information:
Non-cash investing and financing transactions:
Common stock issued in conversion of loans $ -- $ -- $ 161,000
Disposal of proprietary software $ 118,283 $ -- $ 118,283
Common stock issued in consideration for services
rendered $ -- $ -- $ 40,000
Cancellation of stock subscriptions $ 124,208 $ -- $ 124,208
Cash paid for:
Interest $ 3,722 $ 1,446 $ 5,168
Income taxes $ 675 $ 157 $ 832
</TABLE>
<PAGE> 5
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 September 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.
<PAGE> 6
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
$152,766 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 $10,184, at September 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. The Company did not meet this milestone and
pursuant to the terms of the promissory note it was pronounced null and void.
<PAGE> 7
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 nine-month period ended September 30, 2000, the Company issued
warrants to purchase 15,000 shares of the common stock, par value $0.001 per
share, of the Company (the "Shares"), 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.
During this period, the Company 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.
During this period, the Company issued warrants to purchase 160,000 Shares 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, have a
three-year term running from July 14, 2000, and may be assigned. The warrants
also have an alternative method of cashless exercise as described below.
During this period, the Company issued warrants to purchase 200,000 Shares to an
unrelated third party, as compensation for that entity's assumption of certain
promissory notes and concomitant payment obligations from the Company. The
warrants are exercisable at $1.00 per Share, have a three-year term running from
September 7, 2000, and may be assigned. The warrants also have an alternative
method of cashless exercise as described below.
During this period, the Company issued warrants to purchase 25,000 Shares to an
unrelated third party, as compensation for that party providing financing, by
way of a promissory note, to the Company. The warrants are exercisable at $1.00
per Share, have a three-year term running from September 17, 2000, and may be
assigned. The warrants also have an alternative method of cashless exercise as
described below.
During this period, the Company issued warrants to purchase 50,000 Shares to an
unrelated third party, as compensation for that party providing financing, by
way of a promissory note, to the Company. The warrants are exercisable at $1.00
<PAGE> 8
per Share, have a three-year term running from September 26, 2000, and may be
assigned. The warrants also have an alternative 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:
Y(A-B)
X = ------
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.
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.
<PAGE> 9
Note 7. Subsequent Events
In October 2000, the Company issued warrants to purchase 50,000 shares of the
common stock, par value $0.001 per share, of the Company (the "Shares"), to an
unrelated third party, as compensation for that party's providing corporate and
general news and public information about the Company to the investing public.
The warrants are exercisable at $0.15 per Share, have a three-year term running
from October 20, 2000, and may be assigned. The warrants also have an
alternative method of cashless exercise as described above in Note 5.
Also in October 2000, the Company issued warrants to purchase 50,000 Shares to
an unrelated third party, as compensation for that party providing financing, by
way of a promissory note, to the Company. The warrants are exercisable at $0.50
per Share, have a three-year term running from October 24, 2000, and may be
assigned. The warrants also have an alternative method of cashless exercise as
described above in Note 5.
Note 8. Related Party Transactions
During the nine months ended, September 30, 2000, the Company received loans
totaling $34,800 from related parties, and have paid back $13,500 to the parties
involved. The loans earn interest at a rate of 10% per annum and are due six
months from the date of issuance.
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
<PAGE> 10
statements for the period ended September 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 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.
<PAGE> 11
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 November 6, 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.
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
<PAGE> 12
programs, the year end of 1999 and first quarter of 2000 were focused on
creating and planning a 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 at the end of 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 7 full-time employees and 1 part-time employee.
The Company plans on hiring 3 additional employees (one by year end; two in the
first quarter 2001), assuming it receives adequate funding to do so. These new
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 hardware. During the last
three months of 2000, however, the Company anticipates minimal spending for the
systems improvements. No 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. The balance of $90,000, was represented by a
promissory note from the licensee the payment of which was conditioned upon the
Company reaching a certain revenue milestone by the end of the third quarter
2000. The Company did not achieve such milestone and, therefore, the note was
deemed null and void.
<PAGE> 13
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 has engaged the services of a third party investment firm to assist
the Company in obtaining additional capital. Through the efforts of such third
party, the Company has obtained a commitment for a $15 million equity line of
credit. In order to close this transaction, the Company requires a bridge loan
or some other form of short term, immediate capital. The Company has engaged
the services of an independent consultant to assist it with obtaining such
funding. The Company anticipates that it will be able to obtain such bridge
loan or substitute financing imminently, although there can be no assurance
that such funding will be obtained. The Company believes it can obtain working
capital through the proceeds of these financing efforts, although there can be
no assurance that such financing will be obtained or that, if obtained,
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
will be unable to continue in operation as it has been, which would have a
material adverse effect on the Company's business, financial condition and
results of operation.
Operations
Total expenses for the nine months ended September 30, 2000 came to $1,642,189,
as compared to $229,289 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 ($702,950 increase) professional fees ($152,940 increase),
advertising/promotional ($127,790 increase), and office expense ($75,784
increase). The Company went from no paid employees in the same period of 1999 to
an average employment of about 8 for the first nine 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company hereby refers to and incorporates by reference the
<PAGE> 14
information set forth above in Part I, Item 1, in Note 6 of the
footnotes to the financial statements with respect to the settlement of
a lawsuit and certain claims or received by the Company.
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
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.17 Warrants to Purchase 200,000 Common Shares of NetStaff, Inc., at
$1.00 per share, issued to Golden Horde, September 7, 2000, per
Letter Agreement, and Warrant Terms and Conditions.
10.18 Warrants to Purchase 25,000 Common Shares of NetStaff, Inc., at
$1.00 per share, issued to Theresa Daly, September 17, 2000, and
Warrant Terms and Conditions.
10.19 Warrants to Purchase 50,000 Common Shares of NetStaff, Inc., at
$1.00 per share, issued to Richard Malconian, September 26, 2000,
and Warrant Terms and Conditions.
10.20 Warrants to Purchase 50,000 Common Shares of
</TABLE>
<PAGE> 15
<TABLE>
<S> <C>
NetStaff, Inc., at $0.15 per share, issued to Jamie Spangler,
October 20, 2000, and Warrant Terms and Conditions.
10.21 Warrants to Purchase 50,000 Common Shares of NetStaff, Inc., at
$0.50 per share, issued to Richard Malconian, October 24, 2000,
and Warrant Terms and Conditions.
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K.
None.
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 13th day of November, 2000
NETSTAFF, INC.
By: /s/ PATRICK RYLEE
------------------------------
Authorized Signatory
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
10.17 Warrants to Purchase 200,000 Common Shares of NetStaff, Inc., at
$1.00 per share, issued to Golden Horde, September 7, 2000, per
Letter Agreement, and Warrant Terms and Conditions.
10.18 Warrants to Purchase 25,000 Common Shares of NetStaff, Inc., at
$1.00 per share, issued to Theresa Daly, September 17, 2000, and
Warrant Terms and Conditions.
10.19 Warrants to Purchase 50,000 Common Shares of NetStaff, Inc., at
$1.00 per share, issued to Richard Malconian, September 26, 2000,
and Warrant Terms and Conditions.
10.20 Warrants to Purchase 50,000 Common Shares of NetStaff, Inc., at
$0.15 per share, issued to Jamie Spangler, October 20, 2000, and
Warrant Terms and Conditions.
10.21 Warrants to Purchase 50,000 Common Shares of NetStaff, Inc., at
$0.50 per share, issued to Richard Malconian, October 24, 2000,
and Warrant Terms and Conditions.
27 Financial Data Schedule
</TABLE>
