INET COMMERCE CONDUIT CORP
10SB12G/A, 2000-01-13
BUSINESS SERVICES, NEC
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                                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>


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