UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
Netserv Communications Inc.
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(Name of Small Business Issuer in its charter)
Indiana 35-2074157
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
16 Victoria Avenue, Bretton Hall, Port of Spain,
Trinidad, West Indies
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (868) 623-2882
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<PAGE>
INTRODUCTION
NetServ Caribbean Limited. ("NETSERV") was incorporated in Trinidad and
Tobago in August 1997. NETSERV is a Company consisting of key and expert
personnel in the areas of Software Engineering, Network Engineering,
Systems Analysis and Internet Services. We provide these services to some
of the major corporations in the Trinidad and Tobago as well as to the
ordinary private individuals. NETSERV has the expertise to help companies
increase exposure, increase productivity, reduce costs and find new ways to
reach customers by exploiting the only global communications medium, the
Internet. In this effort, Netserv works with management teams to develop a
strategy that will allow companies to capitalize on the Internet, their
Networks and the changing business model. NETSERV's web portal is www.ncl.net.
NETSERV believes that its products and services will substantially transform
the way major corporations manage their Data Networks.
On November 18, 1999, NETSERV entered into a Stock Exchange Agreement (the
"Agreement") with MAS Acquisition XII Corp. (the "Company"). Pursuant to the
terms of the Agreement, NETSERV merged with and into the Company and
the Company changed its name to Netserv Communications Inc. This Statement is
being mailed on or about January 5, 2000 to holders of record on November 18,
1999 of the shares of Common Stock, par value $.001 per share (the "Common
Stock") of the Company. It is being furnished in connection with the merger
and change of the Company's directors effected on or around November 28, 1999.
<PAGE>
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the Agreement, 6,412,400 shares of Common Stock of
NETSERV shall convert into 4,912,400 shares of Common Stock of the Company at
the conversion rate of 1 to 0.766. In addition the Company has accepted
the return of, and cancelled, 8,220,833 shares of Common Stock of the
Company issued to MAS Capital Management Inc.
As a result of the Agreement, the Company has accepted the resignation of
Aaron Tsai, the Company's sole Director and Officer, as of November 18, 1999,
and appointed Jeannine du Coudray as President, Chairwoman of the Board of
Directors and Director, Martin Koo as Chief Executive Officer and Director,
Marguerit Corinne Blandin as Financial Advisor and Director and Rowley Ford
as Secretary.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of
November 18, 1999. Regarding the beneficial ownership of the Company's
Common Stock the table lists: (i) each stockholder known by the Company
to be the beneficial owner of more than five percent (5%) of the
Company's Common Stock, (ii) each Director and Executive Officer and (iii)
all Directors and Executive Officer(s), of the Company as a group. Each of
the persons named in the table has sole voting and investment power with
respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Name and Address Number of Shares
of Beneficial Owner Beneficially Owned Percent of Class
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<S> <C> <C>
Jeannine du Coudray (1) 160,000 1.88%
Chairwoman of the Board,
President and Director
Martin Koo (1) 0 0.00%
Chief Executive Officer
and Director
Marguerit Corinne Blandin (1) 0 0.00%
Financial Advisor and
Director
Rowley Ford (1) 700,000 8.24%
Cindy Lee Phillips 695,000 8.18%
3 Valleton Ave. #15
Maravel, Trinidad
Howard Sabga 750,000 8.82%
Dundonald Hill, Bellvue
Long Circular, Trinidad
Richard Taylor 610,000 7.18%
# 52 New Street
Port of Spain, Trinidad
Rachel Pereira 790,000 9.29%
3 Champs Elysees, #5
Maravel, Trinidad
Lana O'Connor 460,000 5.41%
Ploe 7, Nock Road
Maravel, Trinidad
Stephen Long 430,560 5.07%
Building 1, Apt. 5-6, Almond Dr.
Morvant, Trinidad
All Officers and Directors 860,000 10.12%
(4 persons)
___________________________
</TABLE>
(1) The address for each officer/director is c/o NetServ Caribbean Limited,
16 Victoria Avenue, Bretton Hall, Port of Spain, Trinidad, W.I.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
The following persons are the Directors and Executive Officers of the
Company after the merger:
<TABLE>
<CAPTION>
Name Age Position(s)
- -------------------- ------ -----------------------------------------
<S> <C> <C>
Jeannine du Coudray 26 President, Chairwoman and Director
Martin Koo 34 Chief Executive Officer and Director
Marguerit Corinne Blandin 32 Financial Adviser and Director
Rowley Ford 59 Secretary
JEANNINE DU COUDRAY
Jeannine du Coudray is the President and Chairwoman of Netserv Caribbean
Limited and has been since November 1998. In 1998 she was a Senior Legal
Officer at the Ministry of Legal Affairs, Company's Registry of Trinidad and
Tobago but the year prior thereto, 1997 she worked both on her own in
Chambers as well as with the Bank of Nova Scotia as a Senior Trust Officer.
She is an expert in the Caribbean Telecommunication Legislation and as a
result spearheads the Company's acquisitions of additional ISP Assets.
Ms. Du Coudray adds a wealth of legal experience to the Company. Her
education in the field of law, both in Trinidad and England, gives her a
scope and depth to handle the acquisition portfolio. Her previous experience
with the Bank of Nova Scotia as a Senior Trust Officer and the Ministry of
Legal Affairs, ensures that Ms. Du Coudray has an understanding of the world
of business, the chapters of law and a working knowledge of their
inter-relation.
MARTIN KOO
The three years prior to Mr. Koo's appointment as the Managing Director of
the Board of Netserv Caribbean Limited, he ran a very successful Consulting
Operation where he launched an E-Commerce Operation, an alternative
financial brokerage service, and project management consultancy for software
and construction projects. Prior thereto, from 1994 to 1996 as the Sales
Manager for the Caribbean for Crown Cork and Seals (West Indies) Limited,
where he led product introductions to Major Caribbean Bottling and Packaging
Corporations.
Mr. Koo brings an entirely different Dimension to this Company and is the
best person for his job. As a Managing Director, Martin Koo, has a wide
range of professional experiences from sales to management to consultancy.
As our Managing Director, has an unparalleled professional track record.
MARGUERITE CORINNE BLANDIN
Marguerite Corinne Blandin was appointed as a Director of the Company and
the Chief Financial Officer since January 1999. Prior thereto, from 1997 to
1998 Ms. Blandin was the coordinator for the largest online Lotto terminal
in the Caribbean at GTECH Corporation Trinidad and Tobago. From 1996 to 1997
she was the financial officer for all aspects of a medium-sized Insurance
Company known as Trinidad Insurance Consultants Limited. Prior to that, from
1994 to 1996 Ms. Blandin implemented the first computerized Accounting
Package at the Family Planning Association in Trinidad and Tobago. There
she also developed and introduced the control and reporting systems for
finance and administration.
Ms. Blandin's competence and capability, in her field can be seen in her
work experience. She is not only an Accountant but also a Coordinator and
has the ability to see a project from start to finish. Her involvement in
varied workplaces has provided her with a definitive perspective of her
profession, whilst being fully cognizant of the aims of the Company.
ROWLEY FORD
Mr. Ford was appointed as the Company Secretary since March 1999. Prior
thereto, from 1996 to 1999 Mr. Ford was the fleet and Commercial Manager for
Automobile Sales Limited. From 1992 to 1996 he was the General Sales Manager
for McEnearney Robinson Limited, who's holding Company is one of the Largest
in Trinidad and Tobago known as ANSA MCAL.
Mr. Ford's competence and capability, in the fields of Sales and Marketing
can be seen purely from his work experience. He is a Coordinator and has the
ability to see a project from start to finish as a result of his efficient
business plans and marketing strategies. His involvement in this Company
provides a certain type of skill that is considered significant to the aims
and goals of the Company.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
The Company may award stock options and cash bonus to key employees,
directors, officers and consultants under a stock option plan not yet
adopted as bonus based on service and performance. The annual salaries of
executive officers are listed as follows:
</TABLE>
<TABLE>
<CAPTION>
Name and Principal Position Annual Salary
- ------------------------------------ -------------
<S> <C>
Jeannine Du Coudray $180,000
Martin Koo $144,000
Marguerite Corinne Blandin $120,000
Rowley Ford $ 78,000
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 5, 2000
Netserv Communications Inc.
By: /s/ Jeannine du Coudray
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Jeannine du Coudray, President,
Chaiworman of the Board of Directors
and Director
