U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly Report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal quarter ended October 31, 2000
Commission file number 0-26955
Archer Systems Limited, Inc.
(Name of small business issuer as specified in its charter)
Delaware 22-3652650
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.)
75 Lincoln Highway, Route 27, 2nd Floor, Iselin, NJ, 08830
(Address of principal executive offices)
(732) 906-9060
(Issuer's telephone number)
Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _____
As of December 14, 2000, 528,155,082 shares of the Common Stock
were outstanding.
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
Form 10-QSB Index
October 31, 2000
PART I
<TABLE>
<CAPTION>
Page
Number
<S> <C>
Item 1. Financial Statements (Unaudited):
Balance Sheet at October 31, 2000............................................................3
Statements of Operations and Accumulated Deficit for the quarter
ended October 31, 2000 and October 31, 1999 and cumulative
since inception to October 31, 2000..........................................................4
Statements of Operations and Accumulated Deficit for the six
months ended October 31, 2000 and October 31, 1999 and cumulative
since inception to October 31, 2000..........................................................5
Statements of Cash Flows for the six months ended October 31, 2000
and October 31, 1999 and cumulative since inception to October 31, 2000......................6
Notes to Financial Statements................................................................8
Item 2. Management's Discussion and Analysis or Plan of Operations..................................12
PART II
Item 1. Legal Proceedings...........................................................................14
Item 2. Changes in Securities.......................................................................14
Item 3. Defaults Upon Senior Securities.............................................................14
Item 4. Submission of Matters to a Vote of Security Holders.........................................14
Item 5. Other Information...........................................................................15
Item 6. Exhibits and Reports on Form 8-K............................................................15
Signatures ............................................................................................19
</TABLE>
2
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
BALANCE SHEET
October 31, 2000
(Unaudited)
ASSETS
October 31, 2000
Current Assets:
Cash....................................................... $ 50,661
Notes Receivable........................................... 19,000
Accounts Receivable........................................ 1,030
--------------
Total Current Assets................................... 70,691
Other Assets:
Deposits............................................... 16,000
Investments - Long term................................ 11,500
--------------
Total Other Assets..................................... 27,500
Total Assets............................................... $ 98,191
==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accrued Liabilities.........................................$ 4,703
Accounts Payable............................................ 36,986
Deferred Revenues........................................... 2,876
--------------
Total Current Liabilities............................... 44,565
Long-term Liabilities:
Long-term Debt/Due to Related Parties....................... 177,476
--------------
Total Long-term Debt.................................... 177,476
Stockholders' Deficit:
Common stock, $.0001 par value; 600,000,000 shares
authorized; 528,155,082 shares issued..................... 767
Paid in Capital............................................ 319,796
Deficit Accumulated During the Development Stage........... (444,413)
--------------
Total Stockholders' Equity............................ (123,850)
Total Liabilities & Stockholders' Deficit........................$ 98,191
==============
See Accompanying Notes to Financial Statements.
3
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended Cumulative
October 31, 2000 October 31, 1999 From
(Unaudited) (Unaudited) Inception
---------------- ---------------- -----------
<S> <C> <C> <C>
Revenues
Revenue During Development Stage.................$ 0 $ 0 $ 0
Revenues - Consulting............................ 4,312 0 8,624
---------------- ---------------- -----------
Total Revenues............................. 4,312 0 8,624
Expenses
Fair Value of Rent and Administration
Donated by Related Party...................... 1,800 1,800 10,200
General and Administrative Expenses............. 210,849 5,867 438,958
Interest Expense................................ 1,860 281 4,079
Total Expenses............................... 214,509 7,948 453,237
---------------- ---------------- -----------
Net Loss During Reactivation from Dormancy (210,197) (7,948) (444,613)
Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc............... 0 0 200
---------------- ---------------- -----------
Net Loss After Extraordinary Item.................... (210,197) (7,948) (444,413)
Accumulated Deficit - Beginning...................... (234,216) (29,789) 0
---------------- ---------------- -----------
Accumulated Deficit - Ending.........................$ (444,413) $ (37,737) $(444,413)
================ ================ ===========
Net Loss Per Share Before and After
Extraordinary Item (Based on Shares
Outstanding of 528,155,082 and
520,496,750, respectively..........................$ (.00050) $ (.000015) $(.00050)
================ ================ ===========
</TABLE>
See Accompanying Notes to Financial Statements.
4
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended Cumulative
October 31, 2000 October 31, 1999 From
(Unaudited) (Unaudited) Inception
---------------- ---------------- -----------
<S> <C> <C> <C>
Revenues
Revenue During Development Stage.................$ 0 $ 0 $ 0
Revenues - Consulting............................ 8,624 0 8,624
---------------- ---------------- -----------
Total Revenues............................. 8,624 0 8,624
Expenses
Fair Value of Rent and Administration
Donated by Related Party...................... 3,600 3,000 10,200
General and Administrative Expenses............. 268,443 14,656 438,958
Interest Expense................................ 2,993 281 4,079
---------------- ---------------- -----------
Total Expenses............................... 275,036 17,937 453,237
Net Loss During Reactivation from Dormancy (266,412) (17,937) (444,613)
Extraordinary Item
Sale of Operating Name
Computer Technology International, Inc............... 0 0 200
---------------- ---------------- -----------
Net Loss After Extraordinary Item.................... (266,412) (17,937) (444,413)
Accumulated Deficit - Beginning...................... (178,001) (19,800) 0
---------------- ---------------- -----------
Accumulated Deficit - Ending.........................$ (444,413) $ (37,737) $(444,413)
================ ================ ===========
Net Loss Per Share Before and After
Extraordinary Item (Based on Shares
Outstanding of 528,155,082) and
520,496,750, respectively..........................$ (.00050) $ (.000034) $ (.00050)
================ ================ ===========
</TABLE>
See Accompanying Notes to Financial Statements.
5
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended Cumulative
October 31, 2000 October 31, 1999 From
(Unaudited) (Unaudited) Inception
---------------- ---------------- -----------
<S> <C> <C> <C>
Cash Flows From Operations:
Net Loss After Extraordinary Item....................$ (266,412) $ (17,937) (444,413)
Adjustments to Reconcile Net Increase to
Net Cash Provided by Operations
Increase in Current Assets........................... (19,000) 3,010 (20,030)
Increase in Other Assets............................. 133,500 - (27,500)
Increase in Current Liabilities...................... 4,729 2,009 44,565
---------------- ---------------- -----------
Net Cash Used in Operations.......................... 119,229 (5,019) (2,965)
---------------- ---------------- -----------
(147,183) (22,956) (447,378)
---------------- ---------------- -----------
Cash Flows from Financing Activities:
Issuance of Common Stock............................. 70,625 - 320,563
Proceeds from Long-term Borrowings................... 126,493 23,000 177,476
---------------- ---------------- -----------
Net Cash Provided by Financing Activities 197,118 23,000 498,039
Net Increase (Decrease) in Cash...................... 49,935 44 50,661
Cash Balance Beginning of Period..................... 726 0 0
---------------- ---------------- -----------
Cash Balance End of Period...........................$ 50,661 $ 44 $ 50,661
================ ================ ===========
</TABLE>
See Accompanying Notes to Financial Statements.
6
<PAGE>
ARCHER SYSTEMS LIMITED, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Six Months
Ended Ended Cumulative
October 31, 2000 October 31, 1999 From
(Unaudited) (Unaudited) Inception
---------------- ---------------- -----------
<S> <C> <C> <C>
Supplemental Disclosure of Cash Flow
Information:
Cash paid for Interest during Period............$ 2,993 $ 281 $ 4,079
Cash paid for Income Taxes......................$ 260 $ 0 $ 260
Supplemental Schedule of Non-Cash
Financing Activities:
Debt and Other Liabilities converted
to Common Stock...............................$ 20,625 $ 0 $ 97,188
</TABLE>
See Accompanying Notes to Financial Statements.
7
<PAGE>
Archer Systems Limited, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
October 31, 2000
(Unaudited)
Note 1 - Organization and Summary of Significant Accounting Policies
A. Organization: Archer Systems Limited, Inc. was incorporated on March
19, 1986, under the laws of the State of Delaware. The Company was
established by Archer Limited, a foreign corporation based in London,
England which is no longer in existence. The Company adopted a fiscal
year ending, April 30.
The Company was organized to acquire the name and all the common stock
of a publicly traded computer related technology company. The Company
exchanged common stock on a one for one basis for the shares of the
computer technology company. On December 14, 1998, the Company sold all
the common stock and the name of Computer Technology International,
Inc. to an individual for $200.
Archer Systems Limited, Inc. has acquired and will continue to develop
and/or operate Internet and Technology related companies through
majority owned subsidiaries or investment in other Internet companies
through venture capital arrangements. At the present time, the Company
is considering a number of proposals for potential acquisitions,
investments and/or strategic alliances. The Company is also offering
and providing various consulting services for companies in the Internet
and Technology related fields.
Because of the speculative nature of the Company, there are significant
risks, which are summarized as follows:
- Newly formed company has no operating history and minimal assets.
- Limited funds available for acquisitions.
- Management is inexperienced and offers limited time commitment.
- Conflict-of-interest, as all employees have other part-time or
full-time employment.
- The Company is considered to be in the development stage, as defined
in the Statement of Financial Accounting Standards No. 7. There have
been no operations since incorporation.
B. Estimates: The preparation of financial statements in conformity with
generally accepted principles, requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the period. Actual results could differ from those
estimates.
8
<PAGE>
C. Method of Accounting: The financial statements have been prepared in
accordance with the accrual basis method of accounting. Under this
method of accounting, income and expenses are identified with specific
periods of time and are recorded as earned or incurred without regard
to date of receipt or disbursements of cash.
D. Earnings Per Share: Computed by dividing the net loss by the weighted
average number of shares outstanding during the year. Common stock
warrants attached to the Computer Technology, Inc. shares expired prior
to 1986, 15 months after issuance. They are excluded from the earnings
per share computation because of their expiration date as well as their
anti-dilutive effect on the loss per share if there were such common
stock equivalents.
E. Consolidation Policy: The consolidated financial statements include all
the accounts of Archer Systems Limited, Inc. and controlled entities.
The Company accounts for its investments in consolidated subsidiaries
by the equity method. All intercompany transactions are eliminated.
Note 2 - Stockholders Equity
Incorporation Shares: Upon incorporation, the Company had authorized 100
shares of common stock, no par value.
In June 1986, the Company's officers approved a change in the authorized
shares from 100 shares common stock, no par value, to 600,000,000 shares of
common stock, $.0001 par value. The majority stockholder and directors
ratified the increase in authorized shares on December 14, 1998.
At the Annual Meeting of Shareholders, held on November 16, 2000, the
shareholders approved an increase of the authorized shares from 600,000,000
to 900,000,000 shares.
In June 1986, the Company exchanged 520,496,750 shares of common stock of
the Company for all the issued and outstanding common shares, on a one for
one basis, of Computer Technology International, Inc. (see Note #1A).
On April 1, 2000, the Company issued to a vendor, 1,225,000 shares of the
Company's common stock per a financial services agreement.
On April 17, 2000, the Company issued 2,000,000 shares of the Company's
common stock in exchange for 2,000,000 shares of NextNet.com, Inc. common
stock in the acquisition of NextNet from Mr. L. Weinstein. (See Note # 4)
9
<PAGE>
On May 18, 2000, the Company issued 100,000 shares of the Company's common
stock to an individual for services rendered.
On May 18, 2000, the Company issued 4,307,692 shares of the Company's
common stock to acquire an equity interest in INFe.com as part of a
Strategic Alliance Agreement with Archer Systems Limited, Inc.
On July 13, 2000, the Company issued to an officer of the Company,
1,000,000 shares of the Company's common stock for services rendered.
On October 24, 2000, the Company and INFe.com mutually agreed to terminate
their Strategic Alliance Agreement. The 4,307,692 shares issued to INFe.com
have been returned to the Company and canceled.
On October 26, 2000, the Company, pursuant to a private placement under
section 4(2) of the Securities Act of 1933, as amended, sold to two
investors for gross proceeds of $25,000 each, 1,666,666 shares each of the
Company's Common Stock.
Note 3 - Related Party Transactions
A. Office Space: As of June 1, 1999, the Company shares office space at 75
Lincoln Highway, Iselin, New Jersey. The space is leased by GRQ
Financial, Inc. which is solely owned by Richard J. Margulies,
President of the Company. No rent is presently charged to the Company
by GRQ Financial, Inc. and no formal lease exists between GRQ
Financial, Inc. and the Company. The fair market value of donated rent
and administrative costs were determined to be $600 per month. $1,800
was charged to rent expense during the quarter ended October 31, 2000,
and $3,600 for the six months ended October 31, 2000.
B. During the fiscal year ended April 30, 2000, the Company's president
and stockholder and a stockholder advanced to the Company $22,191 and
$27,172 respectively. These loans are represented by nine separate
notes, are unsecured and carry an annual interest rate of 6%.
Accordingly, these shareholder loans are recorded as long-term debt due
to related parties in the accompanying financial statements. As of
October 31, 2000, these shareholder loans are recorded at $22,865 and
$27,998 respectively.
C. During the quarter ended July 31, 2000, the Company' president and
stockholder and two stockholder's advanced to the Company $15,673,
$31,347 and $1,000 respectively. These loans are represented by five
separate notes, are unsecured and carry an annual interest rate of 6%.
Accordingly, these shareholder loans are recorded as long-term debt due
to related parties in the accompanying financial statements. As of
October 31, 2000, these shareholders loans are recorded at $15,910,
$31,615 and $1,015, respectively.
10
<PAGE>
D. During the quarter ended October 31, 2000 the Company's president and
stockholder and two stockholders advanced to the Company $43,500,
$19,000 and $1,800 respectively. These loans are represented by five
separate notes, are unsecured and carry an annual interest rate of 6%.
Accordingly, these shareholder loans are recorded as long-term debt due
to related parties in the accompanying financial statements.
Note 4 - Acquisitions and Commitments
On April 17, 2000, Mr. L. Weinstein, the sole stockholder of NextNet.com,
Inc., exchanged 2,000,000 shares of his company's stock for 2,000,000 of
Archer Systems Limited and a five year employment agreement, which
commenced on April 27, 2000. Mr. Weinstein was to serve as President and
Chief Executive Officer of the subsidiary during the term of this
agreement. During the fiscal year ended April 30, 2000, $155,000 was
charged to a prepaid employment contract, in connection with this exchange
of stock, and was to be expensed over the next five years. In the quarter
ended July 31, 2000, $7,750 was charged to amortization expense.
On October 25, 2000, the Company and Mr. L. Weinstein mutually agreed to
terminate Weinstein's five-year employment contract with ArcusNet
Corporation, formally known as NextNet.com, Inc. Mr. Weinstein has
submitted his resignation as President and Chief Executive Officer of the
subsidiary. During the quarter ended October 31, 2000, the balance of the
prepaid employment contract totaling $147,250 was charged to consulting
expense.
On May 18, 2000 Archer Systems Limited, Inc. and INFe.com, a Florida
Corporation whose common stock is traded on the OTC-BB, entered into a
Strategic Alliance Agreement whereby they agreed to acquire an equity
interest in each other's corporation, so that they may pursue common goals
for their joint benefit. By the agreement, INFe.com agreed to grant to
Archer 300,000 of INFe.com's common stock, par value of $.001 per share. In
exchange for the INFe.com shares, Archer agreed to grant INFe.com 4,307,692
shares of the Company's common stock, par value $.001 per share.
On October 24, 2000, the Company and INFe.com mutually agreed to terminate
the Strategic Alliance Agreement entered into on May 18, 2000. The 300,000
shares of INFe.com's common stock was returned to INFe.com by the Company.
The 4,307,692 shares of the Company's common stock was returned to Archer
Systems Limited, Inc. and canceled.
11
<PAGE>
On June 8, 2000, Archer Systems Limited, Inc. entered into a financial
advisory services agreement with Superwire.com, Inc. ("Superwire"), a
publicly traded company on the OTC Pink Sheets. The Company, by this
agreement, will assist Superwire in developing strategic alliances by
providing advisory services. The term of this agreement shall commence from
the date above through December 31, 2000. The Company received in the form
of a retainer, 25,000 shares of Superwire common stock, par value $.001 per
share. The Superwire shares are subject to Rule 144 of the Securities and
Exchange Act of 1933, as amended. No value has been assigned to the shares
due to the restriction placed on the common stock received. The market
price of Superwire common stock on July 27, 2000, the date received by
Archer was approximately $0.93.
Note 5 - Subsequent Events
On October 6, 2000, the Company formed a Delaware corporation, General
Acquisition, Inc. as a wholly owned subsidiary ("Subsidiary"), for the
purpose of acquiring ComLinx, Inc. through a statutory merger in which the
Subsidiary is the surviving corporation. The Subsidiary has 50,000,000
common shares, par value $.001, authorized and 5,000,000 common shares have
been issued by the Subsidiary of the Company. A merger agreement between
the subsidiary and ComLinx was entered into on November 8, 2000 and is
subject to certain conditions before the merger becomes effective. The
conditions have not been met as of the filing of this report. ComLinx is in
the business of offering proprietary event marketing applications such as
online user conferences, sales seminars, shareholder meetings, road shows,
product launches, training sessions and virtual trade shows.
Item 2.
Management's Discussion and Analysis or Plan of Operation.
Plan of Operations
From 1986 until May 18, 2000, the Company conducted no business operations
except for organizational activities and looking for technologies and businesses
to acquire.
During the period from May 1, 1999 through October 31, 2000, the Company
acquired NextNet.Com, Inc., whose name has been changed to ArcusNet Corporation
and developed a strategic alliance with INFe.com, which has been subsequently
terminated. Also, the Company has entered into a financial advisory services
agreement with Superwire.com, Inc. and is in the process of acquiring ComLinx,
Inc., an event marketing applications company. To date, the Company has had
minimal income from operations and operating expenses aggregating $444,413. The
Company is actively working to find additional suitable business opportunities
and/or technologies. The Company continues to concentrate its efforts in the
Internet and Technologies industries.
12
<PAGE>
The Company may have to raise additional funds from outside investors to
fund the various business opportunities the Company wishes to pursue. Management
intends to explore all available alternatives for debt and/or equity financing,
including but not limited to private and public securities offerings. The
Company has determined that the cash on hand will not be sufficient to meet its
operating needs for the next 12 months and anticipates having to obtain further
loans from an officer of the Company. Should the Company be unable to secure
such additional funding, its operations would have to be curtailed or even
cease. Accordingly, management expects that it will be necessary for the Company
to raise additional funds when the Company is ready to make an acquisition or
begin operations related to ArcusNet Corporation or other acquisitions.
In addition, at least initially, the Company intends to continue to operate
out of an office provided by Richard Margulies. Thus, it is not anticipated that
the Company will lease or purchase office space or computer equipment in the
foreseeable future. The Company may in the future establish its own facilities
and/or acquire computer equipment if the necessary capital becomes available;
however, the Company's financial condition does not permit management to
consider the acquisition of office space or equipment at this time.
REVENUES
Revenues for the quarter and six months ended October 31, 2000 totaled
$4,312 and $8,324, respectively. These revenues were for consulting services
provided during the periods. There were no revenues recorded in the prior period
ending October 31, 1999.
RENT AND ADMINISTRATION
As of June 1, 1999, the Company shares office space at 75 Lincoln Highway,
Iselin, New Jersey. The space is leased by GRQ Financial, Inc. which is solely
owned by Richard J. Margulies, President of the Company. No rent is presently
charged to the Company and no formal lease exists. The fair market value of
donated rent and administrative costs assumed by the related party is $600 per
month and the Company has accrued three months of expenditures totaling $1,800
for the quarter ending October 31, 2000 and $3,600 for the six months ending
October 31, 2000. The rent expense for the six months ended October 31, 1999
amounted to $3,000.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the quarter and six months ended
October 31, 2000 increased by $204,982 and $253,787 as compared with these
expenses in the corresponding prior year periods. The increases were principally
due to financial public relations costs and the charging of a prepaid employment
contract to consulting services in the amount of $147,250.
INTEREST EXPENSE
Interest expense for the quarter and six months ended October 31, 2000
increased by $1,579 and $2,712, respectively, as compared with interest expense
for the corresponding prior year periods. The increases were principally due to
borrowing during the six months period and debt previously incurred in the prior
periods.
13
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash position was $50,661 as of October 31, 2000, as compared
with a balance of $44 as of October 31, 1999. Cash flows from activities during
the six months ended October 31, 2000 used cash of $147,183 due to the net loss
of $266,412 adjusted for an increase in current assets of $19,000, a decrease in
other assets of $133,500 and an increase in current liabilities of $4,729.
The net cash provided by financing activities during the six months ended
October 31, 2000, consisted of long-term borrowings totaling $126,493 and the
issuance of common stock totaling $70,625. These proceeds funded operating
activities during the six month period.
During the next twelve months, Archer Systems Limited, Inc. plans to
satisfy its cash requirements through additional debt and/or equity financing.
There can be no assurance that the Company will be successful in raising the
additional financing.
As of the date of the filing of this report, there were no commitments for
material capital expenditures.
PART II
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Shareholders was held on November 16, 2000.
(b) Richard J. Margulies and Walter J. Krzanowski were elected as
directors at the Annual Meeting.
(c) The following proposals were voted upon at the meeting and the vote
with respect to each matter was:
14
<PAGE>
(1) Election of directors
NOMINEE FOR WITHHELD
---------------------------------------------------------------
Richard J Margulies 324,808,825 1,081,315
Walter J. Krzanowski 324,878,825 1,011,315
(2) Resolution to approve Amendment of Articles of Incorporation to
increase authorized shares of Common Stock from 600,000,000 to
900,000,000.
FOR: 320,723,609
AGAINST: 4,597,831
ABSTAIN: 568,700
(d) There was no proxy contest, so there was no settlement between the
Company and any participant.
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
The following exhibits marked with a footnote reference were filed with a
periodic report filed by the Company pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended, (the "Securities Act"), and are incorporated
herein by this reference. If no footnote reference is made, the exhibit is filed
with this report.
Number Exhibit
------ -------
2 Form of Agreement and Plan of Reorganization dated April 17, 2000,
by and between Archer Systems Limited, Inc. and NextNet.com (5)
3 Certificate of Incorporation of Company filed with the Secretary
of State of Delaware on March 19, 1986. (1)
3.1 Certificate for renewal and revival of Charter of the Company
filed with the Secretary of State Division of Corporations on
December 2, 1998. (1)
3.2 Certificate of Amendment of the Certificate of Incorporation of
Archer Systems Limited, Inc., filed with the Secretary of State
Division of Corporations on February 12, 1999. (1)
15
<PAGE>
3.3 Certificate of Correction to Certificate of Amendment of the
Certificate of Incorporation of Archer Systems Limited, Inc.,
filed February 12, 1999 with the Secretary of State Division of
Corporations. (1)
3.4 Copy of the by-laws of the Company. (1)
4 Specimen Stock Certificate. (1)
10.1 Copy of 6% Promissory Note Due June 30, 2001. (2)
10.2 Copy of 6% Promissory Note Due June 8, 2001. (2)
10.3 Copy of 6% Promissory Note Due August 1, 2001. (3)
10.4 Copy of 6% Promissory Note Due August 17, 2001. (2)
10.5 Copy of 6% Promissory Note Due November 18, 2001. (4)
10.6 Employment Agreement dated April 25, 2000 between NextNet.com and
Larry Weinstein (5)
10.7 Copy of 6% Promissory Note Due February 15, 2002. (7)
10.8 Copy of 6% Promissory Note Due March 9, 2002. (7)
10.9 Copy of 6% Promissory Note Due March 20, 2002. (7)
10.10 Copy of 6% Promissory Note Due April 9, 2002. (7)
10.11 Form of Strategic Alliance Agreement dated May 18, 2000. (6)
10.12 Agreement dated June 8, 2000 between the Company and
Superwire.com, Inc. (7)
10.13 Agreement dated July 21, 2000 between the Company and ComLinx,
Inc. (7)
10.14 Agreement dated July 22, 2000 between ArcusNet Corporation and
Cydoor Technologies, Inc. (7)
10.15 Copy of 6% Promissory Note Due April 11, 2002 (8)
10.16 Copy of 6% Promissory Note Due April 30, 2002 (8)
10.17 Copy of 6% Promissory Note Due May 4, 2002 (8)
16
<PAGE>
10.18 Copy of 6% Promissory Note Due May 29, 2002 (8)
10.19 Copy of 6% Promissory Note Due June 12, 2002 (8)
10.20 Copy of 6% Promissory Note Due June 13, 2002 (8)
10.21 Copy of 6% Promissory Note Due June 15, 2002 (8)
10.22 Copy of 6% Promissory Note Due July 30, 2002 (8)
10.23 Copy of 6% Promissory Note Due July 30, 2002 (8)
10.24 Copy of 6% Promissory Note Due August 17, 2002
10.25 Copy of 6% Promissory Note Due September 21, 2002
10.26 Copy of 6% Promissory Note Due October 19, 2002
10.27 Copy of 6% Promissory Note Due October 22, 2002
10.28 Copy of 6% Promissory Note Due October 29, 2002
21 Subsidiaries of the Company
27 Financial Data Schedule
_____________
(1) Filed as an exhibit to the Company's Form 10SB12G/A filed
September 10, 1999 and incorporated herein by this reference
(2) Filed as an exhibit to the Company's Form 10QSB/A filed December
9, 1999 and incorporated herein by this reference.
(3) Filed as an exhibit to the Company's Form 10SB/A filed December
14, 1999 and incorporated herein by this reference.
(4) Filed as an exhibit to the Company's Form 10QSB filed March 15,
2000 and incorporated herein by this reference.
(5) Filed as an exhibit to the Company's Form 8-K filed on May 8, 2000
and incorporated herein by this reference.
(6) Filed as an exhibit to the Company's Form 8K/A filed June 14, 2000
and incorporated herein by this reference.
17
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(7) Filed as an exhibit to the Company's Form 10-KSB filed July 31,
2000 and incorporated herein by this reference.
(8) Filed as an exhibit to the Company's Form 10QSB filed September
13, 2000 and incorporated herein by this reference.
(b) Reports on Form 8-K.
A Form 8-K was filed on May 8, 2000 disclosing in Item 2 the
acquisition of Next Net, Inc.
A Form 8-K was filed on June 14, 2000 disclosing in Item 2 a
Strategic Alliance Agreement with INFe.com.
A Form 8-K/A was filed on June 14, 2000 disclosing in Item 7 an
exhibit (proforma balance sheet) in regard to the Strategic
Alliance Agreement with INFe.com.
18
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: December 15, 2000
ARCHER SYSTEMS LIMITED, INC.
By:/s/Richard J. Margulies
--------------------------
Richard J. Margulies
President
By:/s/Walter J. Krzanowski
--------------------------
Walter J. Krzanowski
Secretary/Treasurer
19
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EXHIBIT INDEX
Exhibit No Description Page
10.24 Copy of 6% Promissory Note Due August 17, 2002................2
10.25 Copy of 6% Promissory Note Due September 21, 2002.............3
10.26 Copy of 6% Promissory Note Due October 19, 2002...............4
10.27 Copy of 6% Promissory Note Due October 22, 2002...............5
10.28 Copy of 6% Promissory Note Due October 29, 2002...............6
21 Subsidiaries of the Company.................................. 7
1
