UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No. 1
to
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2000
NETSERV COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Indiana 000-25883 352074157
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) file number) Identification No.)
16 Victoria Avenue, Bretton Hall
Port of Spain, Trinidad West Indies U3
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (868) 623-2882
Copy of Communications to:
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, FL 33480
(561) 832-5696
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This Form 8-K/A amends the Form 8-K filed on January 18, 2000 by
Netserv Communications, Inc., an Indiana corporation (the "Company"). The
purpose of this amendment to Form 8-K is to inform the Securities and Exchange
Commission ("SEC") and the public that the Changes in Control of Registrant and
Acquisition and Disposition of Assets described in the previous report on Form
8K were not consummated, such that a merger never took place. Netserv Carribean,
Limited, a Trinidad and Tobago, West Indies corporation ("NETS") has undertaken
the responsibility of filing this report on Form 8K and similar disclosure with
the state of Indiana including a name change on behalf of the Company, however
it assumes no continuing obligation to file reports with the SEC on behalf of
the Company.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
A change in control of the registrant was previously reported on Form
8K on January 18, 2000, which described the terms and conditions of a Stock
Exchange Agreement (the "Agreement") dated November 18, 1999 between MAS
Acquisition XII Corp., an Indiana corporation (the "Company") and NETS, which
provided for the merger of NETS with and into the Company as the surviving
entity, pursuant to a tax-free reorganization in accordance with Sections 354
and 368 of the Internal Revenue Code of 1986, as amended.
NETS and the Company have agreed that certain formalities were not met
by the parties to the Agreement, such that a "closing" never took place. These
formalities include, but are not limited to, the failure to obtain audited
financials of the parties and the failure to deliver certificates by the
parties. NETS and the Company have agreed that it is in the best interest of
both parties to void, cancel and terminate the Agreement ab initio and to
release the claims Netserv has against MAS as well as the claims that MAS has
against Netserv in consideration of such release.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS.
The Company previously reported a merger by and with NETS into the
Company, after which the Company changed its name to NetServ Communications,
Inc. Pursuant to the terms of the Agreement, each Common Share of NETS was to be
converted into 0.766 Common Shares of the Company. A total of 6,412,400 shares
of Common Share of NETS was to be converted into 4,912,400 restricted Common
Shares of the Company. In addition, the Company was to accept the return of and
cancellation of 8,220,833 shares of Common Stock of the Company issued to MAS
Capital Management Inc. After completion of the terms of the Agreement, there
were to be 8,500,000 shares of Common Stock of the Company issued and
outstanding.
For the reasons outline above, the merger never took place and the
shares were not exchanged. The parties will therefore return to substantially
the same positions ab initio.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
In connection with the Consent to Void, Cancel and Terminate Stock
Exchange Agreement, the then current officers and directors of the Company
resigned. No letter describing a disagreement with the registrant has been
received by the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 99.1 * Consent to Void, Cancel and Terminate Stock Exchange Agreement
dated May 15, 2000.
(* Filed Herewith)
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned duly authorized.
NETSERV COMMUNICATIONS, INC.
(Registrant)
Date: May 15, 2000 By: /s/ Jeannine du Coudray
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Jeannine du Coudray, President
EXHIBIT 99.1
CONSENT TO VOID, CANCEL AND TERMINATE STOCK EXCHANGE AGREEMENT
DATED NOVEMBER 18, 1999
THIS AGREEMENT made this 15th day of May, 2000 between and among AARON
TSAI individually, AARON TSAI as the former sole officer and director of MAS
ACQUISITION XII CORP n/k/a NETSERV COMMUNICATIONS, INC., an Indiana corporation
("MAS"), MAS Financial Corp., MAS Capital, Inc. and NETSERV CARRIBEAN LIMITED, a
Trinidad and Tobago corporation ("Netserv") (collectively the "Parties").
W I T N E S S E T H:
WHEREAS, the Parties agree that certain formalities were not met by the
parties to the Stock Exchange Agreement between MAS and Netserv dated November
18, 1999 (the "Agreement"), such that a "closing" never took place; and
WHEREAS, the Parties agree that the Consulting Agreement dated October
11, 1999 in which MAS Financial Corp. was retained as a consultant to MAS (the
"Consulting Agreement") was predicated entirely upon the Agreement; and
WHEREAS, the Parties believe it in their mutual best interests and
desire to void, cancel and terminate the Agreement and the Consulting Agreement
ab initio:
NOW THEREFORE, in consideration of the premises and the agreements and
covenants hereinafter set forth as well as other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. The Parties have agreed that certain formalities were not met by
the Parties to the Agreement, such that a "closing" never took
place. These formalities include, but are not limited to, the
inability to and therefore the failure to obtain audited
financials of the Parties and the failure to deliver certificates
by the Parties. It is therefore in the best interest of the
Parties to void, cancel and terminate the Agreement ab initio;
and
2. The Parties have agreed that the Consulting Agreement was
entirely predicated upon the Agreement. It is therefore in the
best interest of the Parties to void, cancel and terminate the
Consulting Agreement ab initio; and
3. Netserv does hereby void, cancel and terminate the Agreement and
the Consulting Agreement ab initio in consideration of all other
Parties hereto voiding, canceling and terminating said agreements
ab initio, thereby restoring the Parties to their original
positions and the Agreement and the Consulting Agreement are
hereby declared null and void ab initio and are otherwise
cancelled and terminated; and
4. Aaron Tsai, individually, as former sole officer and director of
MAS and also as the sole officer and director of both MAS
Financial Corp. and MAS Capital, Inc. does
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hereby void, cancel and terminate the Agreement and the
Consulting Agreement ab initio in consideration of Netserv
voiding, canceling and terminating said agreements ab initio,
thereby restoring the Parties to their original positions and the
Agreement and the Consulting Agreement are hereby declared null
and void ab initio and are otherwise cancelled and terminated;
and
5. Netserv represents that each of the officers and directors of
Netserv have tendered and hereby do tender their resignations as
officers and directors of MAS effective as of November 18, 1999;
and
6. Netserv, at its expense, shall cause the appropriate notice
filing to be made with the Securities and Exchange Commission
("SEC") on Form 8K upon execution of this agreement or within the
time allotted by the SEC for such filings fully disclosing the
foregoing transaction but shall not assume responsibility for any
SEC filings on behalf of MAS from the date of execution of this
agreement forward; and
7. Netserv, at its expense, shall cause the appropriate notice
filing to be made with the Indiana Secretary of State,
Corporations Division upon execution of this agreement or within
the time allotted by the Indiana Secretary of State, Corporations
Division for such filings fully disclosing the foregoing
transaction and shall take any and all steps required, if any, to
restore MAS and Netserv to their original status as if though
this transaction never took place but shall not assume
responsibility for any filings with the Indiana Secretary of
State, Corporations Division on behalf of MAS from the date of
execution of this agreement forward; and
8. Netserv, at its expense, shall cause the appropriate filing to be
made with the Indiana Secretary of State, Corporations Division
to change the name of Netserv Communications, Inc., an Indiana
corporation back to MAS Acquisitions XII Corp. upon execution of
this agreement; and
This agreement shall be governed by the laws of the State of Florida.
Any dispute arising hereunder shall be settled by a court of competent
jurisdiction located in Palm Beach County, Florida.
This agreement contains the entire agreement of the parties and there
are no other promises or conditions in any other agreement whether oral or
written. This agreement supersedes any prior written or oral agreements between
the parties.
If any provision of this agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed and enforced as so limited.
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The signature of each of the parties hereto constitutes their consent
to all of the foregoing.
NETSERV CARRIBEAN LIMITED
By: /s/ Aaron Tsai By: /s/Jeannine du Coudray
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Aaron Tsai, Individually, as Jeannine du Coudray, President
former sole officer and director of
MAS ACQUISITION XII CORP n/k/a
NETSERV COMMUNICATIONS, INC.,
and as sole officer and director of both
MAS Financial Corp. and
MAS Capital, Inc.
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