AMENDMENT NO. 1
TO
FORM 10-SB
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS Under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Inet Commerce Conduit Corp.
(Name of Small Business Issuer in Its Charter)
Florida 65-0705830
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
615 Mount Pleasant Road, Suite 318, Toronto, Ontario, Canada M4S3C5
(Address of Principal Executive Offices) (Zip Code)
(416) 482-3191
Issuer's Telephone Number
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
None
Securities to be registered pursuant to Section 12(g) of the Act:
$.001 Per Share Par Value Common Stock
<PAGE>
PART I
The Issuer, Inet Commerce Conduit Corp., a Florida corporation, is electing to
furnish the information required by Items 6-12 of Model B of Form 1-A under
Alternative 2 of Form 10-SB.
Item 1A. Company Risk Factors.
- -------------------------------
The Issuer and its outstanding securities are subject to risks
including those set out in this Item 1A.
WE ARE ENTERING INTO A NEW BUSINESS AND HAVE NO PRESENT CLIENTS OR
REVENUE. The Issuer is initiating operations into a new business of acting as a
business and financial consultant to, or investing in, new or emerging business
engaged in an Internet related enterprise. The Issuer presently has no clients
or any source of significant revenue. Unless its efforts to develop the new
business are successful, the Issuer will have to acquire additional capital or
cease operations.
WE WILL NEED ADDITIONAL CAPITAL TO BE ABLE TO MAKE VENTURE CAPITAL
INVESTMENTS IN DEVELOPING INTERNET COMPANIES. The Issuer does not presently have
sufficient capital to make material investments in new or emerging Internet
ventures. To be able to implement this portion of its business plan, it will
have to develop such capital from revenue or acquire additional investment
capital. There is no assurance the Issuer will have any future operating
revenue; and there are no arrangements for or assurances of any additional
capital.
WE WILL HAVE TO DEVELOP A CONSULTING AND MANAGEMENT TEAM TO BE ABLE TO
SERVICE ANY FUTURE BUSINESS. The Issuer's only present employee is its
President. To be able to adequately service any future clients and business it
may acquire, the Issuer will have to develop an adequate team of consultants or
employees. The Issuer is presently in discussions with prospective consultants
experienced in the requisite areas.
THE FILING OF THIS REGISTRATION STATEMENT WILL INCREASE OUR OVERHEAD
AND ASSET DEPLETION. The cost of filing this registration statement and in
complying with the reporting requirements created by this filing will materially
increase the Issuer's administrative overhead and accelerate the depletion of
its assets.
WE HAVE NO PRESENT ARRANGEMENTS TO ACQUIRE ANY ADDITIONAL CAPITAL
NEEDED TO CONTINUE OUR EXISTENCE. The Issuer has no present arrangement under
which it might acquire any additional capital needed to continue its existence.
There is no assurance that it will be able to develop any such capital source.
WE HAVE NO ASSURANCE THAT ANY BUSINESS COMBINATION OR ASSET ACQUISITION
WE MIGHT MAKE WILL BE SUCCESSFUL. There is no assurance that any business
combination or asset acquisition entered into by the Issuer will result in
successful income producing operations.
Item 1. Description of the Business
- ------- ---------------------------
(Item 6 of Model B of Form 1A)
The Issuer was organized on September 20, 1996 as a Florida corporation
named Cosmetics Consultants Corporation. Its name was changed to Lomillo
Consultants Corp. on November 25, 1996 and then to Inet Commerce Conduit Corp.
on July 17, 1997. On July 17, 1997 the Issuer also completed a reorganization in
which its then outstanding 1,034,4000 shares of Common Stock were reverse split
into 517,200 shares on the basis of one new share for each two old shares. All
references to outstanding Common Stock contained herein have been adjusted to
reflect this reverse stock split.
The Issuer was formed to provide advice and sales support services to
retail sellers of cosmetic products. These services involved staff training,
in-house promotions, mail order sales programs and arrangement of joint
promotions between the cosmetic suppliers and the retail sellers, all designed
to increase the retailer's cosmetic sales.
2
<PAGE>
In September of 1996, the Issuer sold 500,000 shares to its then
President and director for $10,000.00. During the period from October of 1996
through February, the Issuer sold an additional 17,200 shares of Common Stock at
$0.30 per share for total proceeds of $5,160.00. These shares were sold pursuant
to the exemption from the registration requirements of Section 5 of the
Securities Act of 1933 provided in Rule 504 of Regulation D adopted under that
Act.
The issuer continued to pursue the marketing of its sales development
and support services to retailers of cosmetic products through 1997 without
material results.
From February 10, 1999 through April 1, 1999, the Issuer sold 6,000,000
shares of its Common Stock at $.05 per share for total proceeds of $300,000.00.
These shares were sold pursuant to the exemption from the registration
requirements of Section 5 of the Securities Act of 1933 provided in Rule 504 of
Regulation D adopted under that Act.
In September of 1999, the Issuer terminated its efforts to market its
sales and support services to retailers of cosmetic products, due to a lack of
sales. In November of 1999, Paul H. Stone, President of the Issuer, became its
sole officer and director. Mr. Stone was so engaged to initiate the Issuer's
activities in its new business venture related to the Internet. The Issuer acts
as a consultant to Internet related enterprises that are seeking capital. It
may, in the future, act as a venture capital firm and make direct investments in
Internet companies
The Issuer is presently negotiating consulting arrangements with
experienced venture capitalists, investment bankers, systems analysts and
technical Internet consultants to put together a team able to evaluate and
assist emerging Internet companies and introduce them to potential capital
sources. The Issuer will only be paid for its services if its client is
successful in acquiring capital. The Issuer's activities will include: (i)
reviewing and evaluating the client's business plan, business operations,
personnel and facilities; (ii) advising the client as to its business and
capital structure; (iii) assisting the client in developing information and
documentation on its company, operations and an investment therein; and (iv)
introducing the client to capital sources interested in an investment in such a
business venture. The Issuer may take steps to facilitate negotiations between a
client and prospective capital sources; but will not engage in selling
activities as such.
If sufficient capital becomes available to the Issuer, it may also
acquire and hold direct venture capital investments in Internet related
companies it has evaluated. There are no present arrangements under which the
Issuer can acquire such capital, nor any assurance that such capital will become
available. It is the present intention of the Issuer, that most venture capital
investments will result in the Issuer holding a majority voting interest in the
company in which the investment is made and to otherwise conduct its operations
so that the Issuer does not become an Investment Company under the Investment
Company Act of 1940.
Item 2. Description of Property
- ------- -----------------------
(Item 7 of Model B of Form 1A)shares of Common Stock
The Issuer has no materially important physical properties. Its only
material assets are its cash or cash equivalents in the appropriate amount of
$230,000, as of November 30, 1999.
The Issuer's present operations are conducted at the residence office
of its President and through the use of a mail drop at 615 Mount Pleasant Road,
Suite 318, Toronto, Ontario, Canada M4S3C5. The Issuer's President has not
previously and will not in the future charge the Issuer for its use of these
facilities. The Issuer is in the process of locating its initial office facility
to be located in Toronto, Ontario. Additional offices may be located in other
areas, as and if, the Issuer's business develops.
Item 3. Directors, Executive Officers and Significant Employees.
- ------- --------------------------------------------------------
(Item 8 of Model B of Form 1A)
The following table sets forth information regarding the sole director
and executive officer of the Company.
3
<PAGE>
Beginning
of
Name Age Positions Term
---- --- --------- ---------
Paul H. Stone 41 President and Director 11/99
Paul H. Stone became the President and sole director if the Issuer on
November 1, 1999. From 1980 to 1997, Mr. Stone was a "money market" broker for
various companies working in monetary and securities transactions between banks
and investment banking firms in Toronto, Canada. These employers and employment
periods were: (I) 1980-1983 / Euro-Brokers Harlow, Ltd.; (ii) 1983-1988 / Prebon
Yamane; (iii) 1988-1989 / Garvin, Guy, Butler; (iv) 1989-1993 / Prebon Yamane;
(v) 1993-1995 / Tullet and Tokyo Forex, Inc.; and (vi) 1995-1997 / Contor
Fitzgerald. From 1997 to May of 1999, Mr. Stone operated his own company,
Protective Products in Toronto, Ontario. That company was engaged in importing
into Canada and distributing skin care products.
It is anticipated that as the activities of the issuer increase in its
new business, additional officers, directors and employees will be appointed or
employed. The identity of such persons in not now known.
Item 4. Remuneration of Directors and Officers.
- ------- ---------------------------------------
(Item 9 of Model B to Form 1A)
<TABLE>
<CAPTION>
Information with respect to the only remuneration paid to any of the
former officers and directors of the Issuer during 1998 and from January 1, 1999
through October 31, 1999 is as follows:
<S> <C> <C> <C>
1998 Patti Cooke (1) Administrative Fee (1) $12,000.00
1/1/99 to 9/30/99 Patti Cooke (1) Administrative Fee (1) $ 5,000.00
----------
Total $17,000.00
</TABLE>
(1) These administrative fees were paid to Wellington Cooke Gallery for
services performed for the Issuer by Patti Cooke who was then Secretary
of the Issuer. She is the sole owner of that company.
In addition, the Issuer paid cellular telephone charges for mobile
telephones used by its former officers and directors during 1998 and from
January 1, 1999 through October 31, 1999 as follows:
- --------------------------------------------------------------------------------
Period Name of Individual Telephone Charges (1)
- --------------------------------------------------------------------------------
1998 Patti Cooke $1,528.14
1998 Bradley R. Wilson $1,731.44
---------
Total 1998 $3,259.58
=========
- --------------------------------------------------------------------------------
1/1/99 to 8/31/99 Patti Cooke $2,248.87
1/1/99 to 8/31/99 Bradley R. Wilson $1,235.61
---------
Total 1/1/99 to 8/31/99 $3,484.48
=========
- --------------------------------------------------------------------------------
4
<PAGE>
(1) It is estimated that approximately 90% of these charges were for
calls on the Issuer's business. Accordingly, approximately $700.00
of the total paid of $6,744.06 could be deemed to be compensation
to the named officers and directors.
Paul H. Stone will receive a salary, commencing December 1, 1999 at a
rate of $250.00 per month. If the Issuer's business develops and it begins to
generate revenue, the salary may be increased in an amount not now determinable.
Item 5. Security Ownership of Management and Certain Securityholders.
- ------- -------------------------------------------------------------
(Item 10 to Model B of Form 1A)
The following table sets forth information as of November 30, 1999 with respect
to the ownership of the Issuer's Common Stock by its sole officer and director,
and any person owning more than 10% of the Issuer's Common Stock:
There are no outstanding options, warrants or other rights to acquire
shares of the Issuer's Common Stock.
Item 6. Interest of Management and Others in Certain Transactions.
- ------- ----------------------------------------------------------
(Item 11 to Model B of Form 1A)
In April of 1999, Hatchment Holdings, Inc., an Ontario corporation
wholly owned by the then President and sole director of the Issuer purchased
300,000 shares of its Common Stock for $0.05 per share. In addition, Wellington
Cooke Gallery, a company wholly owned by the then Secretary of the Issuer, also
purchased 300,000 shares at $0.05 per share. These shares were purchased in an
offering made by the Issuer under Rule 504 of Regulation D adopted under the
Securities Act of 1933. They were purchased on the same terms and conditions as
the non-affiliated purchasers in the offering.
In May of 1999, the Issuer loaned Hatchment Holdings, Inc. $70,000 on
an unsecured demand loan. The loan was repaid in October of 1999 in full
together with $2,041 in interest.
Item 7. Description of Securities.
- ------- --------------------------
(Item 12 of Model B of Form 1A)
The Issuer's authorized capitalization consists of 50,000,000 shares of
$.001 par value common stock ("Common Stock"). As of October 1, 1999, there were
6,517,200 shares of Common Stock outstanding and there are no outstanding
options, warrants or other rights to acquire shares of Common Stock. Under
applicable Florida law and its Articles of Incorporation, the Issuer's Board of
Directors may issue additional shares of its stock to bring its outstanding
stock up to the total amount of authorized Common Stock without approval of its
shareholders.
5
<PAGE>
On July 18, 1997 the Issuer completed a recapitalization in which its
them outstanding 1,034,400 shares of Common Stock were reverse split on the
basis of one new share for each two old shares. Thus the then outstanding
1,034,400 shares became 517,200 shares. All references to outstanding Common
Stock contained in this Form 10-SB have been adjusted to give effect to this
reverse stock split.
The shares of Common Stock currently outstanding are fully paid and
non-assessable. The holders of Common Stock do not have any preemptive rights to
acquire shares of any capital stock of the Company. In the event of liquidation
of the Company, assets then legally available for distribution to the holders of
Common Stock (assets remaining after payment or provision for payment of all
debts and of all preferential liquidation payments to holders of any outstanding
Preferred Stock) will be distributed in pro rata shares among the holders of
Common Stock and the holders of any outstanding Preferred Stock with liquidation
participation rights in proportion to their stock holdings.
Each stockholder is entitled to one vote for each share of Common Stock
held by such shareholder. A quorum for a meeting of the stockholders is one-half
of the shares of capital stock entitled to vote at that meeting. There is no
right to cumulate votes for the election of directors. This means that holders
of more than 50% of the shares voting for the election of directors can elect
100% of the directors if they choose to do so; and, in such event, the holders
of the remaining shares voting for the election of directors will not be able to
elect any person or persons to the Board of Directors.
Holders of Common Stock are entitled to dividends when, and if,
declared by the Board of Directors out of funds legally available therefore; and
then, only after all preferential dividends have been paid on any outstanding
Preferred Stock. The Company has not had any earnings and it does not presently
contemplate the payment of any cash dividends in the foreseeable future.
The Issuer's Common Stock does not have any mandatory redemptive
provisions, sinking fund provisions or conversion rights.
6
<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Related Shareholder Matters.
- ------- -----------------------------------------------------------------------
The Issuer's Common Stock has been quoted on the OTC Bulletin Board
under the symbol ICMC since May of 1997. To the knowledge of the Issuer there
have been very few trading transactions in its Common Stock
The following table sets forth high and low bid prices of the Common
Stock on the OTC Bulletin Board for the periods indicated. The bid prices
represent prices between dealers, which do not indicate retail markups,
markdowns or commissions and the bid prices may not represent actual
transactions:
Quarter Ending: High Low
-------------- ---- ---
May - June, 1997 5 1/2
June - September, 1997 5 3/4
October - December, 1997 5 3/8 1/2
January - March, 1998 6 1/2
April - June, 1998 5 1/2
July - September, 1998 5 3/4
October - December, 1998 5 1/2
January - March, 1999 4 1/2
April - June, 1999 4 13/16 11/16
July - September, 1999 4 13/16 11/16
The number of record holders of Common Stock of the Issuer at September
30, 1999 was 33. Additional owners of the Common stock hold their shares at
street name with various brokerage and depository firms (there are three such
firms included in the list of record owners).
The holders of Common Stock are entitled to receive dividends as may be
declared by the Board of Directors out of funds legally available therefore. The
Issuer had never had any material earnings and does not presently have any
capability to generate any such earnings. The Issuer has never declared any
dividend. It does not anticipate declaring and paying any cash dividend in the
foreseeable future. See Item 7 in Part I.
Item 2. Legal Proceedings.
- ------- ------------------
Neither the Issuer nor any of its property is a party or subject to any
pending legal proceeding. The Issuer is not aware of any contemplated or
threatened legal proceeding against it by any governmental authority or other
party.
Item 3. Changes in and Disagreements with Accountants.
- ------- ----------------------------------------------
No principal independent accountant of the Issuer or any subsidiary
thereof has ever resigned, been dismissed or declined to stand for re-election.
Item 4. Recent Sales of Unregistered Securities.
Information with respect to all securities sold by the Issuer since
September 1, 1996, the offer and sale of which was not subject to an effective
registration statement filed under the Securities Act is as follows:
1. (a) On September 22, 1996 the Issuer sold 500,000 shares of its
$.001 par value Common Stock.
(b) No person acted as principal underwriter with respect to the
offer or sale of these shares. The Issuer sold these 500,000
shares to Laurie Lomillo, its then sole director and
executive officer of the Issuer.
(c) The 500,000 shares were sold for cash at $0.02 per share for
total proceeds of $10,000.00. No commission was paid on the
sale.
(d) In this sale the Issuer relied upon the exemption from the
registration requirements of Section 5 of the Securities Act
provided in Section 4(2) as a transaction by an Issuer not
involving a public offering. The purchaser of the shares is
owned by an officer or director of the Issuer and thoroughly
familiar with it and its operations. The purchaser acquired
the shares for investment. The shares were issued as
"restrictive securities" as such are defined under the
Securities Act. An appropriate restrictive legend was placed
in the certificate representing these shares and a stop
transfer order on them was placed with the Issuer's Transfer
Agent.
2. (a) During the period from October of 1996 through February of
1997, the Issuer sold 17,200 shares of its $.001 par value
Common Stock.
(b) No person acted as a principal underwriter for the sale of
these shares. The Common Stock was offered directly by the
Issuer through its officer and director. The Common Stock
was offered to investors primarily in Florida.
(c) The 17,200 shares of the Common Stock were sold for cash at
$0.30 per share (U.S. Funds) for gross proceeds of
$5,160.00. No commissions or discounts were paid on any of
the sales.
(d) In the sale of these shares of Common Stock the Issuer
relied upon the exemption from the registration requirements
of Section 5 of the Securities Act provided in Rule 504 of
Regulation D adopted by the Securities and Exchange
Commission. The Issuer was not then an Issuer of the types
specified in subsection (a)(1)(2) and (3) of Rule 504 and
thus eligible to use the exemption. The applicable
provisions of Rules 501 and 502 were met by the Issuer on
offering the subject shares. The only other securities sold
by the Issuer during the 12-month period before the start of
or during this Rule 504 offering were the 500,000 shares of
Common Stock sold to its President and director on September
22, 1996 (see Item 4. (1) above).
3. (a) During the period from February 10, 1999 through April 1,
1999, the Issuer sold 6,000,000 shares of its $.001 par
value Common Stock.
(b) No person acted as a principal underwriter for the sale of
these shares. The Common Stock was offered directly by the
Issuer through its officer and director. The Common Stock
was offered to investors primarily in Ontario, Canada.
(c) The 6,000,000 shares of the Common Stock were sold for cash
at $0.05 per share (U.S. Funds) for gross proceeds of
$300,000.00. No commissions or discounts were paid on any of
the sales.
(d) In the sale of these shares of Common Stock the Issuer
relied upon the exemption from the registration requirements
of Section 5 of the Securities Act provided in Rule 504 of
Regulation D adopted by the Securities and Exchange
Commission. The Issuer was not then an Issuer of the types
specified in subsection (a)(1)(2) and (3) of Rule 504 and
thus eligible to use the exemption. The applicable
provisions of Rules 501 and 502 were met by the Issuer on
offering the subject shares. The Issuer did not sell any
other securities during the 12-month period before the start
of or during this Rule 504 offering.
8
<PAGE>
Item 5. Indemnification of Directors and Officers.
- ------- ------------------------------------------
Section 607.085 of the Florida Business Corporation Act provides:
(1) A corporation shall have power to indemnify any person who
was or is a party to any proceeding (other than an action by. or in
the right of the corporation by reason of the fact that he or she is
or was a director, officer, employees, or agent of the corporation or
is or was serving at the request of the corporation as a director,
officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against liability in connection
with such proceeding. including any appeal thereof. if he or she acted
in good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the best interests of the corporation and. with
respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, or conviction or upon a
plea of nolo contendere or its equivalent shall not, in or of itself,
create a presumption that the person did not act in good faith and in
a manner which he or she reasonably believed to be in, or not opposed
to, the best interests of the corporation or, with respect to any
unlawful action or proceeding, had reasonable cause to believe that
his or her conduct was unlawful.
(2) A corporation shall have power to indemnify any person, who
was or is a party to any proceeding by or in the right of the
corporation to procure a judgement in its favor by reason of the fact
that the person is or was a director, officer, employee, or agent of
the corporation or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against
expenses and amounts paid in settlement nor exceeding, in the
judgement of the board of directors, the estimated expenses of
litigating the proceeding to the conclusion, actually and reasonably
incurred in connection with the defense or settlement of such
proceeding, including any appeal thereof. Such indemnification shall
be authorized if such person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best
interests of the cooperation, except that no indemnification shall be
made under this subsection in respect to any claim, issue or manner as
to which such person shall have been adjudged to be liable unless, and
only to the extent that, the court in which such proceeding was
brought, or any other court of competent jurisdiction, shall determine
upon application that, despite the adjudication of liability but in
view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnify for such expenses which such court
shall deem proper.
(3) To the extent that a director, officer, employee, or agent of
a corporation has been successful in the merits or otherwise in
defense of any proceeding referred to in subsection (1) or subsection
(2), or in defense of any claim, issue, or manner therein, he or she
shall be indemnified against expenses actually and reasonably incurred
by him or her in connection therewith.
(4) Any indemnification under subsection (1) or subsection (2),
unless pursuant to a determination by a court, shall be made by the
corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee,
or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in subsection (1) or
subsection (2). Such determination shall be made:
(a) By the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such proceeding;
9
<PAGE>
(b) If such a quorum is not obtainable or, even if
obtainable, by a majority vote of a committee duly designated by
the board of directors who are parties may participate,
consisting solely of two or more directors nor at the time
parties to the proceeding;
(c) By independent legal counsel:
1. Selected by the board of directors prescribed in
paragraph (a) or the committee prescribed in paragraph (b);
or
2. If a quorum of the directors cannot be obtained for
paragraph (a) and the committee cannot be designated under
paragraph (b), selected by majority vote of the full board
of directors (in which directors who are parties may
participate; or
(d) By the shareholders by a majority vote of a quorum
consisting of shareholders who were not parties to such
proceeding or, if no such quorum is obtainable, by a majority
vote of the shareholders who were not parties to such proceeding.
(5) Evaluation of the reasonableness of expenses and
authorization of indemnification be made in the same manner as the
determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel
person specified by paragraph (4)(c) shall evaluate the reasonableness
of expenses and may authorize indemnification.
(6) Expenses incurred by an officer or director in defending a
civil or criminal proceeding may be paid by the corporation on advance
on the final disposition of such preceding upon receipt of an
undertaking by or on behalf of such director or officer to repay such
amount of he or she is ultimately found not to e entitled to
indemnification by the corporation pursuant to this section. Expenses
incurred by other employees and agents may be paid in advance upon
such terms or conditions that the board of directors deems
appropriate.
(7) The indemnification and advancement of expenses provided
pursuant to this section are not exclusive, and a corporation may make
any other or further indemnification or advancement of expenses of any
of its directors, officers, employees, or agents, under any bylaw,
agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her official capacity and as to
action in another capacity while holding such office. However,
indemnification or advancement of expenses shall not be made to or on
behalf of any director, officer, employee or agent if a judgement or
other final adjudication establishes that his or her actions, or
omissions to act, were material to the cause of action so adjudicated
and constitute:
(a) A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to believe his
or her conduct was lawful or had nor reasonable cause to believe
his or her conduct was unlawful.
(b) A transaction from which the director, officer,
employee, or agent derived an improper personal benefit;
(c) In the case of a director, a circumstance under which
the liability provisions of ss.607.0834 are applicable; or
(d) Willful misconduct or a conscious disregard for the best
interest of the corporation in a proceeding by or in the right of
the corporation to procure a judgement in its favor or in a
proceeding by or in the right of the shareholder.
10
<PAGE>
(8) Indemnification and advancement of expenses as provided in
this section shall continue as, unless otherwise provided when
authorized or ratified, to a person who has ceased to be a director,
officer, employee, or agent and shall incur to the benefit of the
heirs, executors, and administrators of such a person, unless
otherwise provided when authorized or ratified.
(9) Unless the corporation's articles of incorporation provide
otherwise, notwithstanding the failure of a corporation to provide
indemnification, and despite any contrary determination of the board
or of the shareholders in the specific case, a director, officer,
employee, or agent of the corporation who is or was a party to a
proceeding may apply for indemnification or advancement of expenses,
or both, to the court conducting the proceeding, to the circuit court,
or to any other court of competent jurisdiction. On receipt of an
application, the court, after giving any notice that it considers
necessary, may order indemnification and advancement of expenses,
including expenses incurred in seeking court-ordered indemnification
or advancement of expenses, if it determines that:
(a) The director, officer, employee, or agent is entitled to
mandatory indemnification under subsection (3), in which case the
court shall also order the corporation to pay the director
reasonable expenses incurred in obtaining court-ordered
indemnification or advancement of expenses;
(b) The director, officer, employee, or agent is entitled to
indemnification or advancement of expenses, or both, by virtue of
the exercise by the corporation of its power pursuant to
subsection (7); or
(c) The director, officer, employee, or agent is fairly and
reasonably entitled to indemnification or advancement of
expenses, or both, in view of all the relevant circumstances,
regardless of whether such person met the standard of conduct set
forth in subsection (1), subsection (2), or subsection (7).
(10) For purposes of this section, the term "corporation"
includes, in addition to the resulting corporation, any constituent
corporation (including and constituent of a constituent) absorbed in a
consolidation or merger, so that any person who is or was a director,
officer, employee, or agent of a constituent corporation, or is or was
serving at the request of a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, is in the same position under
this section with respect to the resulting or surviving corporation as
he or she would have with respect to such constituent corporation if
its separate existence had continued.
(11) For purposes of this section:
(a) The term "other enterprises" includes employee benefit
plans:
(b) The term "expenses" includes counsel fees, including
those for appeal:
(c) The term "liability" includes obligations to pay a
judgement, settlement, penalty, fine (including an excise tax
assessed with respect to any employee benefit plan), and expenses
actually and reasonably incurred with respect to an proceeding;
(d) The term "proceeding" includes any threatened, pending,
or completed action, suit, or other type of proceeding, whether
civil, criminal, administrative, or investigative and, whether
formal or informal;
(e) The term "agent" includes a volunteer;
11
<PAGE>
(f) The term "serving at the request of the corporation"
includes any service as a director, officer, employee, or agent
of the corporation that imposes duties or such persons, including
duties related to an employee benefit plan and its participants
or beneficiaries; and
(g) The term "not opposed to the best interests of the
corporation" describes the actions of a person who acts in good
faith and in a manner he or she reasonably believes to be in the
best interests of the participants and beneficiaries of an
employee benefit plan.
(12) A corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation or is or was serving as the
request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust, or other
enterprise against any liability asserted against the person and
incurred by him or her in any capacity or arising out of his or her
status as such, whether or not the corporation would have the power to
indemnify that person against such liability under the provisions of
this section.
ARTICLE X of the Issuer's Articles of Incorporation provides:
"ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of
the Corporation shall be personally liable to the Corporation or its
shareholders for damages for breach of any duty owed to the
Corporation or its shareholders. In addition, the Corporation shall
have the power, in its By-laws or in any resolution of its
stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may
be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense,
policies of insurance."
ARTICLE F of the Issuers Bylaws provides:
"INDEMNIFICATION OF DIRECTORS AND OFFICERS
------------------------------------------
The Corporation shall indemnify any person made or threatened to
be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by, or in the right of, the
Corporation), brought to impose a liability or penalty on such person
in his capacity of Director, officer, employee or agent of this
Corporation, or of any other corporation which such person serves as
such at the request of this Corporation, against judgments, fines,
amounts paid in settlement and expenses, including attorney's fees,
actually and reasonably incurred as a result of such action, suit or
proceeding, or any appeal thereof, if they acted in good faith in the
reasonable belief that such action was in the best interest of this
Corporation, and in criminal actions or proceedings without reasonable
ground for belief that such action was unlawful. The termination of
any such civil or criminal action, suit or proceedings by judgment,
settlement, conviction or upon a plea of nolo contendere shall not in
itself create a presumption that any Director or officer did not act
in good faith in the reasonable belief that such action was in the
best interests of this Corporation or that they had reasonable ground
for belief that such action was unlawful. The foregoing rights of
indemnification shall apply to the heirs and personal representatives
of any such Director, officer, employee or agent and shall not be
exclusive of other rights to which they may be entitled."
Insofar as indemnification for liabilities raising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Issuer pursuant to the foregoing provisions, the Issuer has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy and is therefor unenforceable.
12
<PAGE>
INET COMMERCE CONDUIT CORP.
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Page
----
I. For the Years Ended December 31, 1998, 1997 and 1996:
-----------------------------------------------------
Independent Auditor's Report....................................... F-2
Balance Sheet...................................................... F-3
Statement of Operations............................................ F-4
Statement of Stockholders' Equity.................................. F-5
Statement of Cash Flows............................................ F-6
Notes to Financial Statements...................................... F-7
II. For the Nine Months Ended September 30, 1999:
--------------------------------------------
Report of Certified Public Accountant.............................. F-9
Balance Sheet...................................................... F-10
Statement of Operations............................................ F-11
Statement of Stockholders' Equity.................................. F-12
Statement of Cash Flows............................................ F-13
Notes to Financial Statements...................................... F-14
F-1
<PAGE>
Joseph F. Janusz Certified Public Accountant
MEMBER: AMERICAN AND FLORIDA INSTITUTES OF CERTIFIED PUBLIC ACCOUNTANTS
7204 Jacaranda Lane
Miami Lakes, Florida 33014
--------
(305) 558-2272
Fax: (305)362-3118
Independent Auditors' Report
----------------------------
The Board of Directors
INET Commerce Conduit Corp.
I have audited the accompanying balance sheets of INET Commerce Conduit Corp. as
of December 31, 1998, 1997, and 1996, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the company's management. My responsibility
is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of INET Commerce Conduit Corp. as of
December 31, 1998, 1997, and 1996 and the results of its operations and its cash
flows for the years ended in conformity with generally accepted accounting
principles.
Miami Lakes, Florida /s/ Joseph F. Janusz
September 30, 1999
F-2
<PAGE>
<TABLE>
<CAPTION>
INET Commerce Conduit Corp.
(Formerly Known As Lomillo Consultants Corp.)
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
ASSETS
------
December 31, December 31, December 31,
1998 1997 1996
------------ ------------ ------------
CURRENT ASSETS
- --------------
<S> <C> <C> <C>
Cash held in Escrow Account $ 0 $ 0 $15,160
-------- -------- -------
Total Current Assets $ 0 $ 0 $15,160
-------- -------- -------
OTHER ASSETS
Total Other Assets $ 0 $ 0 $ 0
-------- -------- -------
TOTAL ASSETS $ 0 $ 0 $15,160
======== ======== =======
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
- -------------------
Accounts Payable $ 17,089 $ $ 0
-------- -------- -------
Total current liabilities $ 17,089 $ $ 0
-------- -------- -------
STOCKHOLDER'S EQUITY (DEFICIT)
- ------------------------------
Common stock - par value $.001,
authorized 50,000,000 shares, issued
and outstanding 1,034,400 shares
at December 31, 1996 and 517,200
shares at December 31, 1997 and
517,200 shares at December 31,1998 $ 517 $ 517 $ 1,034
Additional paid-in capital 14,643 14,643 14,126
Deficit accumulated during
the development stage (32,249) (15,160)
-------- -------- -------
Total stockholder's equity
(deficit) $(17,089) $ 0 $15,160
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 0 $ 0 $15,160
======== ======== =======
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
INET Commerce Conduit Corp.
(Formerly Known as Lomillo Consultants Corp.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
For the Year For the Year For the Year September 20, 1996
Ended Ended Ended (Inception)
December 31, December 31, December 31, to December 31,
1998 1997 1996 1998
------------ ------------ ------------ -----------------
<S> <C> <C> <C> <C>
Revenue $ 0 $ 0 $ 0 $ 0
Total Revenue 0 0 0 0
-------- -------- -------- --------
Development stage
expenses 17,089 15,160 0 32,249
-------- -------- -------- --------
Total expenses 17,089 15,160 0 32,249
-------- -------- -------- --------
Net loss $(17,089) $(15,160) $ 0 $(32,249)
======== ======== ======== ========
Net loss per share $ (.004) $( .003) $ .000
======== ======== ========
Weighted average
common shares
outstanding 495,247 517,200 1,034,400
======== ======== =========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
INET Commerce Conduit Corp.
(Formerly Known as Lomillo Consultants Corp.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
DEFICIT
ACCUMULATED
COMMON STOCK ADDITIONAL DURING THE TOTAL
------------------------- PAID-IN DEVELOPMENT STOCKHOLDERS
SHARES AMOUNT CAPITAL STAGE EQUITY (DEFICIT)
-------- -------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
Common stock issued for
capital contribution by stockholder 1,000,000 $1,000 $ 9,000 $ 10,000
Common stock issued in connection
with 504 offering 34,400 34 5,126 5,160
Net loss
--------- ------- -------- -------- --------
Balance, December 31, 1996 1,034,400 $1,034 $ 14,126 $ 0 $ 15,160
========= ======= ======== ======== ========
Common stock reverse stock
split 1 share for 2 shares 517,200 (517) 517 0
Net loss (15,160) (15,160)
--------- ------- -------- -------- --------
Balance, December 31, 1997 517,200 $ 517 $ 14,643 $(15,160) $ 0
========= ======= ======== ======== ========
Net loss (17,089) (17,089)
--------- ------- -------- -------- --------
Balance, December 31, 1998 517,200 $ 517 $ 14,643 $(32,249) $(17,089)
========= ======= ======== ======== ========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
INET Commerce Conduit Corp.
(Formerly Known as Lomillo Consultants Corp.)
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Period
For the Year Ended September 20, 1996
December 31, (Date of Inception)
1998 1997 1996 to December 31, 1998
------------------------------------------- --------------------
<S> <C> <C> <C> <C>
CASH FLOW FROM
OPERATING ACTIVITIES:
Net loss $(17,089) $(15,160) $ 0 $(32,249)
Adjustments to reconcile
net loss to net cash used in
operating activities:
Change in operating assets and liabilities:
Accounts payable 17,089 0 17,089
-------- -------- -------- --------
Net cash used in
operating activities 0 (15,160) 0 (15,160)
CASH FLOWS FROM INVESTING
INVESTING ACTIVITIES
Net cash used in
investing activities 0 0 0 0
-------- -------- -------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from issuance of
common stock - - 10,000 10,000
Proceeds from sales of
common stock 0 0 5,160 5,160
-------- -------- -------- --------
Net cash provided
by financing activities 0 0 15,160 15,160
-------- -------- -------- --------
Net (decrease)increase in cash 0 (15,160) 15,160 0
Cash at Beginning of period 0 15,160 0 0
-------- -------- -------- --------
Cash at End of Period $ 0 $ 0 $ 15,160 $ 0
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral
part of these financial statements.
F-6
<PAGE>
INET Commerce Conduit Corp.
(Formerly Known as Lomillo Consultants Corp.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS AND ORGANIZATION
INET Commerce Conduit Corp. (the Company), a development stage company, was
incorporated in the State of Florida on September 20, 1996 as Cosmetics
Consultants Corp. for the purpose of acquiring or merging with an existing
operating company.
On November 25, 1996, Cosmetics Consultants Corp. changed its name to Lomillo
Consultants Corp.
On July 17, 1997, the Company amended and restated its articles of incorporation
for Lomillo Consultants Corp. which changed its name to Inet Commerce Conduit
Corp.
DEVELOPMENT STAGE
The Company has operated as a development stage enterprise since its inception
by devoting substantially all of its efforts with the ongoing development of the
Company.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year end.
LOSS PER SHARE
The computation of loss per share of common stock is based upon the weighted
average common shares outstanding during each period.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company and raising capital.
NOTE 3 - CAPITAL STOCK ACTIVITY
The Company has issued 1,000,000 shares of its common stock, par value $.001 for
$10,000, on September 22, 1996.
F-7
<PAGE>
Inet Commerce Conduit Corp.
(Formerly Known as Lomillo Consultants Corp.)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - CAPITAL STOCK ACTIVITY (con't)
In December 1996, the Company completed a private offering of 34,400 shares of
common stock at a price of $.15 per share, amounting to gross proceeds of
$5,160.
On July 18, 1997, the Company reverse split the outstanding shares of the
Company's common stock 1 for 2.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real property. An officer/stockholder
provided office services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been reflected therein. The
officers and directors of the Company are involved in other business activities
and may, in the future, become involved in other business opportunities.
F-8
<PAGE>
BARRY I. HECHTMAN, P.A.
Certified Public Accountant
Member of
Florida and American
Institute of CPAs
8100 SW 81 Drive Telephone: (305) 270-0014
Suite 210 Fax: (305) 598-3695
Miami Florida, 33143-6603 email: [email protected]
To the Board of Directors of
Inet Commerce Conduit Corp.
We have compiled the accompanying balance sheet of Inet Commerce Conduit
Corp. as of September 30, 1999 and the related statements of income,
stockholders' equity and, cash flows for the nine months then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
and supplementary schedules information that is the representation of
management. We have not audited or reviewed the accompanying financial
statements and, accordingly, do not express an opinion or any other form of
assurance on them.
/s/ Barry I. Hechtman, P.A.
Barry I Hechtman, P.A.
December 27, 1999
F-9
<PAGE>
Inet Commerce Conduit Corp.
Balance Sheet
September 30, 1999
ASSETS
CURRENT ASSETS
Cash $167,609.49
Deposits 70,000.00
-----------
TOTAL CURRENT ASSETS $237,609.49
-----------
TOTAL ASSETS $237,609.49
===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
LIABILITIES:
TOTAL LIABILITIES $ 0.00
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value;
authorized 50,000,000 shares;
issued and outstanding 6,517,200
shares $ 6,517.00
Additional Paid-in Capital 308,643.00
Accumulated Deficit (77,550.51)
-----------
TOTAL STOCKHOLDERS' EQUITY 237,609.49
-----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $237,609.49
===========
See accompanying notes & accountants' report
Barry I Hechtman, P.A.
F-10
<PAGE>
Inet Commerce Conduit Corp.
Statement of Income
Nine Months Ended September 30, 1999
Nine Months
REVENUES:
TOTAL REVENUES $ 0.00
EXPENSES
DEVELOPMENT STAGE EXPENSES (45,301.51)
-----------
NET LOSS $(45,301.51)
===========
NET LOSS PER SHARE $ (0.01)
===========
See accompanying notes & accountants' report
Barry I Hechtman, P.A.
F-11
<PAGE>
<TABLE>
<CAPTION>
Inet Commerce Conduit Corporation
Statement of Changes in Stockholders' Equity
For the Nine Months Ended September 30, 1999
Common Stock
Par Value $.001 Additional
--------------------------------- Paid-In Retained Stockholders'
Shares Amount Capital Earnings Equity
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1999 517,200 $ 517 $ 14,643 $ (32,249) $ (17,089)
Common stock issued in connection
with 504 offering 6,000,000 $ 6,000 $ 294,000 $ 300,000
Net Income September 30, 1999 $ (45,302) $ (45,302)
--------------------------------------------------------------------------------------
Balance at September 30, 1999 6,517,200 $ 6,517 $ 308,643 $ (77,551) $ 237,609
======================================================================================
See Accompanying Notes and Accountants' Report
Barry I. Hechtman, P.A.
</TABLE>
F-12
<PAGE>
Inet Commerce Conduit Corp.
Statement of Cash Flows
For the Nine Months Ended September 30, 1999
Cash flows from operating activities:
Net Loss $(45,302)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Accounts Payable (17,089)
Deposits (70,000)
--------
Net cash utilized by operating activities (132,391)
Cash flows from investing activities:
Net cash utilized by investing activities 0
Cash flows from financing activities:
Proceeds from issuance of common stock 300,000
--------
Net cash provided from financing activities 300,000
--------
Net Increase in Cash 167,609
Cash & Cash Equivalents balance at January 1, 1999 0
--------
Cash & Cash Equivalents balance at September 30, 1999 $167,609
========
See accompanying notes and accountants' report
Barry I. Hechtman, P.A.
F-13
<PAGE>
Inet Commerce Conduit Corp.
(A Development Stage Company)
Notes to the Financial Statements
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business and Organization
- -------------------------
Inet Commerce Conduit Corp. (the "Company"), a development stage company, was
incorporated in the State of Florida on September 20, 1996 as Cosmetics
Consultants Corp. for the purpose of acquiring or merging with an existing
operating company.
On November 25, 1996, Cosmetics Consultants Corp. changed its name to Lomillo
Consultants Corp.
On July 17, 1997, the Company amended and restated its articles of incorporation
and changed its name to Inet Commerce Conduit Corp.
Development Stage
- -----------------
The Company has operated as a development stage enterprise since its inception
by devoting substantially all its efforts to the ongoing development of the
Company.
Accounting Method
- -----------------
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a calendar year end of December 31.
Loss per Share
- --------------
The computation of loss per share of common stock is based upon the weighted
average common shares outstanding during each period.
Development Stage
- -----------------
The Company has operated as a development stage enterprise since it s inception
by devoting substantially all of its efforts to the ongoing development of the
Company.
NOTE 2 - DEPOSITS
This deposit was made with a related corporation for the possible acquisition of
another company. The acquisition was not consummated and the deposit was
returned with accrued interest as of December 27, 1999.
NOTE 3 - STOCKHOLDER'S EQUITY
The Company has the following classes of capital stock as of September 30, 1999:
Common stock, $0.001 par value; authorized 50,000,000 shares; issued and
outstanding 6,517,200 shares.
F-14
<PAGE>
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's intention to seek additional
capital through a merger with an existing operating company and raising capital.
NOTE 5 - CAPITAL STOCK ACTIVITY
During the nine months ended the Company completed a private offering of
6,000,000 shares of common stock at a price of $0.05 per share. Gross proceeds
related to the offering were $300,000 and selling expenses associated with the
offering were $12,868.
NOTE 6 - INCOME TAXES
For financial reporting purposes, a valuation allowance of $14,668 has been
recognized to offset the net deferred tax assets related to these carryforwards
and other deferred tax assets since realization of any portion of the Company's
deferred tax asset is not considered to be more likely than not.
Deferred income taxes reflect the net effects of temporary differences between
the carrying amounts of assets and liabilities for financial reporting purposes
and the amounts used for income tax purposes. Significant components of the
Company's deferred tax liabilities and assets are as follows:
Deferred tax assets:
Net operating loss carryforwards $ 14,668
--------
Total deferred tax assets 14,668
Valuation allowance for deferred tax assets ( 14,668)
--------
$ 0
========
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns or leases any real property. Fees totaling $30,000 have
been paid to companies owned by shareholders during the nine months ended
September 30, 1999 for administrative and consulting services rendered on behalf
of the Company. The officers and directors of the Company are involved in other
business activities and may, in the future, become involved in other business
opportunities.
F-15
<PAGE>
PART III
1. Index to Exhibits
-----------------
Exhibit No. Description of Exhibits
----------- -----------------------
2(a) Issuer's Bylaws*
2(b) Issuer's Articles of Incorporation, as amended*
27 Financial Data Schedule
-----------------
*Previously filed.
Signatures:
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Issuer has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized.
INET COMMERCE CONDUIT CORP.
Dated: January 4, 2000 By: /s/ Paul H. Stone
-----------------------------------
Paul H. Stone, President
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM INET
COMMERCE CONDUIT CORP.'S FORM 10-SB AND IS QUALIFIED IN ITS ENTIRETY TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-END> DEC-31-1998 SEP-30-1999
<CASH> 0 167,609
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 237,609
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 237,609
<CURRENT-LIABILITIES> 17,089 0
<BONDS> 0 0
0 0
0 0
<COMMON> 517 6,517
<OTHER-SE> (17,606) 231,092
<TOTAL-LIABILITY-AND-EQUITY> (17,089) 237,609
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> (17,089) 45,302
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (17,089) (45,302)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 0 (45,302)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (17,089) (45,302)
<EPS-BASIC> (.004) (.01)
<EPS-DILUTED> (.004) (.01)
</TABLE>