FORM 10-KSB-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-27361
NETJ.COM CORP
(formerly NETBANX.COM CORP)
(formerly PROFESSIONAL RECOVERY SYSTEMS, LTD.)
Nevada 91-1007473
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point, CA 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-8933
Registrant's telephone number, including area code: (949) 248-8933
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: 11,908,000
Yes[x] No[] (Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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.)
[] (Indicate by check mark whether if disclosure of delinquent filers (
229.405) is not and will not to the best of Registrant's knowledge be contained
herein, in definitive proxy or information statements incorporated herein by
reference or any amendment hereto.)
As of 12/31/99
the aggregate number of shares held by non-affiliates was approximately
5,113,000 shares.
the number of shares outstanding of the Registrant's Common Stock was
11,908,000.
Exhibit Index is found on page 22
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PART I 3
Item 1. Description of Business 3
(a) Historical Information 3
(b) Business of the Registrant 5
(c) Search Resumed 5
Item 2. Description of Property 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
PART II 8
Item 5. Market for Common Equity and Stockholder Matters 8
(a) Market Information 8
(b) Holders 8
(c) Dividends 8
(d) Sales of Unregistered Common Stock 1999-2000 8
(e) Description of Securities 8
Item 6. Management's Discussion and Analysis or Plan of Operation 10
(a) Plan of Operation for the Next Twelve Months 10
(b) Results of Operations 11
(c) Selected Financial Information 12
(d) Liquidity 13
Item 7. Financial Statements 13
Item 8. Changes In and Disagreements With Accountants
on Accounting and Financial Disclosure 13
PART III 14
Item 9. Directors and Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act 14
Item 10. Executive Compensation 15
Item 11. Security Ownership of Certain Beneficial Owners and Management 16
(a) Security Ownership of Certain Beneficial Owners 16
(b) Security Ownership of Management 16
(c) Changes in Control 17
Item 12. Certain Relationships and Related Transactions 18
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 20
(a) Financial Statements 20
(b) Form 8-K Reports 20
(c) Exhibits 20
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PART I
INTRODUCTION
This Form 10-KSB-A amended report reflects changes responsive to SEC
Comments to our Form 10-SB-A4, and includes some current information about
events after December 31, 1999.
Our 1934 Act Registration of our Common Stock was voluntarily filed
pursuant to Section 12(g) of the Securities Exchange Act of 1934, in order to
comply with the requirements of National Association of Securities Dealers for
submission for continuation of quotation on the Over the Counter Bulletin Board,
often called "OTCBB". Our registration has become effective by operation of law,
60 days after our first filing, and before all comments with the Staff of the
Commission have been cleared.
The requirements of the OTCBB are that the financial statements and
information about the Issuer be reported periodically to the Commission and be
and become information that the public can access easily. This corporation
wishes to report and provide disclosure voluntarily, and will continue to file
periodic reports even if its obligation to file such reports is excused or
suspended under the Exchange Act. If and when this 1934 Act Registration is
effectively clear of comments by the staff, we will be eligible for
consideration for the OTCBB upon submission of one or more NASD members for
permission to publish quotes for the purchase and sale of the shares of the
common stock of the issuer.
This corporation may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") company by a public
company, by which the private company's shareholders acquire control of the
public company. The extent to which negotiations are in progress, or potential
targets have been identified, will be discussed in the body of this Registration
Statement. At present, the business plan of this Registrant is to find such a
target or targets, and attempt to acquire them for stock. It would be expected
that a reverse acquisition of a target company or business would be associated
with some private placements and/or limited offerings of common stock of this
Registrant for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure and reliance on the businesses and
assets to be acquired, and not upon the present condition of this Registrant.
ITEM 1. DESCRIPTION OF BUSINESS.
(A) HISTORICAL INFORMATION. This Corporation (sometimes called "the
Registrant", but more commonly referred to as "we", "us" or "our") was
incorporated in the State of Texas on August 24, 1995, and was reincorporated in
the State of Nevada on January 23, 1998, as Professional Recovery Systems, Ltd.,
with the intent of initiating an agency for the collection of past due accounts,
in the medical profession particularly. Shortly following our incorporation, we
issued 1,200,000 founders shares, at par value, for organizational costs, to a
single Founder, J. Dan Sifford Jr. From July of 1997 through March of 1999, we
made four successive private placements, pursuant to Regulation D, Rule 504, as
then in force: 1,016,000 shares, at $0.125, to 11 sophisticated investors on
about July 7, 1997; 6,600 shares at $0.10 to a single sophisticated investor on
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or about June 9, 1998; 90,000 shares, for services valued at $9,000.00 to a
single financial and corporate services provider on or about January 22, 1999;
and 69,000 shares to another financial and corporate services provider, valued
at $6,900.00, on or about March 3, 1999. On or about August 1, 1999, we
determined that our original business plan was not viable and would not lead to
profitability for shareholders.
On July 16, 1999, the Registrant changed its corporate name to NetBanx.com
Corp., and on November 2, 1999, we changed our corporate name again to Net J.com
Corp. No change of control or management, acquisition, or agreement for
acquisition, merger or combination accompanied either of these corporate situs
or name changes. The second name change was occasioned by the discovery of a
conflict with the name of another unrelated company. The transition from Texas
to Nevada was occasioned by management's determination that Nevada does not
impose a corporate income tax, but only an annual fixed franchise fee.
On or about July 14, 1999, we directed a five for one forward split of our
shares of common stock, issued and outstanding, resulting in a post-split total
of 11,908,00 shares issued and outstanding. These Issuances and all issuances to
date, with the relevant exemption from Registration, under 5 of the Securities
Act of 1933, are displayed in the following table. Please See Part II, Item 4,
for additional information.
On or about April 25, 2000, the Registrant sold 100,000 shares, pursuant to
Section 4(2)/Rule 506, to a single accredited investor. The investors
accreditation was determined by virtue of income, net worth and previous
investing experience.
<TABLE>
<CAPTION>
<S> <C> <C>
Issuances/Exemptions from 1933 Act. . . . . . . . . . . . post pre-
Registration After and Before 5 for 1 Forward . . . . . . forward forward
Split . . . . . . . . . . . . . . . . . . . . . . . . . . split split
--------------------------------------------------------------------------------
Founders shares, at par value, for organizational costs,. 6,000,000 1,200,000
to a single Founder, J. Dan Sifford Jr
[Section 4(2) of the 1933 Securities Act]
--------------------------------------------------------------------------------
11 sophisticated investors at $0.125. . . . . . . . . . . 5,080,000 1,016,000
(Rule 504) 7/7/97
--------------------------------------------------------------------------------
1 sophisticated investor at $0.10 . . . . . . . . . . . . 33,000 6,600
(Rule 504) 6/9/98
--------------------------------------------------------------------------------
For services valued at $9,000.00 (Rule 504) 1/22/99 . . . 450,000 90,000
--------------------------------------------------------------------------------
For services valued at $6,900.00 (Rule 504) 3/3/99. . . . 345,000 69,000
--------------------------------------------------------------------------------
Total Common Stock Issued and Outstanding . . . . . . . . 11,908,000 2,381,600
(Before the forward Split of July 14, 1999)
-----------------------------------------------------------------------
For cash Section 4(2)/Rule 506 (4/25/00). . . . . . . . . 100,000
-----------------------------------------------------------------------
Subtotal Post Reverse:. . . . . . . . . . . . . . . . . . 100,000
-----------------------------------------------------------------------
Total Issued and Outstanding June 30, 2000. . . . . . . . 12,008,000
-----------------------------------------------------------------------
</TABLE>
We were not a "Blank Check Company", commonly called a "Blind Pool", as
referred to in either Rule 419 or Rule 504, at any time our founders or others
were offered, purchased or acquired the outstanding securities of this
Registrant. After abandoning our business plan, we became a company whose
business plan was to find a profitable business combination. This means that we
have become a "Blank Check Company" as that term is defined in Rule 419. As a
practical matter, we are required to register its common stock pursuant to
Section 12(g) of the 1934 Act, and to pursue continuation of quotation on the
OTCBB if it is to have any chance to compete in with other issuers or
registrants, for business combinations by reverse acquisition. There are no
lock-up or shareholder pooling agreements between or among shareholders of this
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Registrant. All shares are owned and controlled independently by the persons to
whom they are issued. We have no Internet address.
We believe we have identified an acquisition target. Disclosure about our
proposed acquisition is provided in this filing.
(B) BUSINESS OF THE REGISTRANT. This Company has had no current business for
some time. Our business plan has been to seek one or more profitable business
combinations or acquisitions to secure profitability for shareholders. It has
had no day to day operations up to the present time. Its officers and directors
have devoted only insubstantial time and attention to our affairs, for the
reason that only such attention has been required. We had identified previous
possible acquisition targets in news releases, acquisitions which did not occur.
(1) PREVIOUS ANNOUNCEMENTS. On September 3, 1999, we announced that
Netbanx.com (our former name) had entered into an agreement to acquire Western
Connections Ltd. We also announced a "co-terminus deal" to license (Western's)
X-Pay billing system. That acquisition and the "co-terminus deal" did not ripen
into actual transactions, and negotiations were discontinued.
On February 17, 2000, we announced (1), that our search for an acquisition
continued, and that unspecified negotiations were proceeding, and that no
current negotiations indicated a probable target; and (2), we announced a change
in management. This change of management was not connected with the failed
agreement to acquire Western Connections Ltd., but was the result of the
decision by former interim management to retire in favor of the persons more
actively engaged in the search for profitable business opportunities for us. The
transition was occasioned by a brief interim, in which our Special Securities
Counsel was appointed Custodian to receive the resignation of former management
and appoint its current Board of Directors. No dispute or disagreement, no
hostility or misconduct was associated with these changes. These changes involve
no financial issues or changes and had no impact on our financial statements or
condition. The purpose of the change of officers was to appoint as Management,
the persons actually conducting our search for opportunities in the United
Kingdom, and the persons negotiating for our possible acquisition of Global
Tote. This change was not opposed by previous management.
On March 9, 2000, we announced an agreement to acquire 100% of Global Tote
Limited ("Global Tote"). We disclosed in the form 10-QSB filed for the quarter
ending March 31, 2000, that the completion of the acquisition of Global Tote was
doubtful. This attempted acquisition has failed to materialize and has been
abandoned. The decision not to proceed to completion was made when management
received a registered letter from a creditor of Premier Telesports noticing a
claim that may precipitate the bankruptcy of Premier Telesports. It is
management's opinion that Premier Telesports represents a vital component of the
Global Tote acquisition, without which, such an acquisition would not be in the
best interest of the Netj.com shareholders.
(C) SEARCH RESUMED. Since it is possible that the proposed acquisition of
Global Tote will not close, we will resume our search for a profitable
acquisition. Management has adopted a conservative and patient policy of seeking
opportunities of exceptional quality, in management's view, and to accept that
it may have to wait longer, as a result, before consummating any transactions to
create profitability for its shareholder. Management recognizes that the higher
the standards it imposes upon itself, the greater may be it competitive
disadvantages with other more attractive acquiring interests or entities. One
would expect more competition to acquire higher quality businesses and assets
that less desirable opportunities.
LIMITED SCOPE AND NUMBER OF POSSIBLE ACQUISITIONS: We do not intend to
restrict its consideration to any particular business or industry segment, and
we may consider, among others, finance, brokerage, insurance, transportation,
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communications, research and development, service, natural resources,
manufacturing or high-technology. Of course, because of our limited resources,
the scope and number of suitable candidate business ventures available will be
limited accordingly, and most likely the we will not be able to participate in
more than a single business venture. Accordingly, it is anticipated that we will
not be able to diversify, but may be limited to one merger or acquisition
because of limited financing. This lack of diversification will not permit us to
offset potential losses from one business opportunity against profits from
another. To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the other
firm's management and personnel, the anticipated acceptability of new products
or marketing concepts, the merit of technological changes and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated that
the historical operations of a specific firm may not necessarily be indicative
of the potential for the future because of the necessity to substantially shift
a marketing approach, expand operations, change product emphasis, change or
substantially augment management, or make other changes. We will be dependent
upon the management of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required
changes. Because the Company may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Company may incur further risk due to the failure
of the target's management to have proven its abilities or effectiveness, or the
failure to establish a market for the target's products or services, or the
failure to prove or predict profitability.
PROBABLE INDUSTRY SEGMENTS FOR ACQUISITION. While the Company does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
TRANSACTIONS WITH MANAGEMENT. It is possible our new management will
acquire a target business or company in which our present management or
principal shareholder, or affiliates, have an ownership interest.
FINDERS FEES FOR MANAGEMENT. It is possible that finder's fees will be
payable to our new Management in connection with any forseeable reverse
acquisition.
FINDERS FEES FOR PRINCIPAL CONTROL GROUP. Depending on the quality of the
target company, the principal shareholders may sell all, some or none of their
control block, as matters for arm's length deal-making, when it comes to that
stage. Additionally, the Principal Shareholders are associated with the
Principal Consultant and provides, has provided and may provide corporate
services to us, billable hourly in an established and customary manner. No
finders fees, commissions or other bonuses will be payable to our Principal
Shareholder group, for securing or in connection with any acquisition, will be
paid or payable, as a matter of both current economic conditions and corporate
policy. Management has determined that in its view of the current market for
such transactions, such fees or bonuses are not justifiable.
LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed during our present
development stage.
(D) FINANCING PLANS. For more information, please see Management's Discussion
and Analysis.
(E) GOVERNMENT REGULATION. There are no issues of government regulation unique
to this Registrant or its business.
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(F) COMPETITION. Other better capitalized firms are engaged in the search for
acquisitions or business combinations which firms may be able to offer more and
may be more attractive to acquisition candidates. Management, in evaluating
market conditions and unsolicited proposals, has formed the estimate that the
selection of a business combination is probable within the next twelve months.
There is no compelling reason why this we should be preferred over other
reverse-acquisition public corporation candidates. It has no significant pool of
cash it can offer and no capital formation incentive for its selection. It has
a limited shareholder base insufficient for acquisition target wishing to
proceed for application to NASDAQ. In comparison to other "public shell
companies" we are unimpressive, in the judgement of management, and totally
lacking in unique features which would make it more attractive or competitive
that other "public shell companies". While management believes that the
competition of other "public shell companies" is intense and growing, it has no
basis on which to quantify its impression. Our management is not impatient or
overly eager to find a business partner and has resolved to allow such time as
may be required to find an opportunity of superior value and potential.
Notwithstanding the confidence of management in its knowledge, skill and that of
its consultants and principal shareholder, there can be no assurance that this
issuer will prove competitively attractive to the kinds of transactions it
seeks.
(G) EMPLOYEES. We have no employees, other than our Officers and Directors.
ITEM 2. DESCRIPTION OF PROPERTY.
We have no property and enjoy the non-exclusive use of offices and
telephone of its officers, consultants and attorneys. We have no assets,
property or business; its principal executive office address and telephone
number are the home address and telephone number of its Principal Shareholder
and are provided at no cost. Because the Company has no current business
operations, its activities have been limited to keeping itself in good standing
in the State of Nevada, and with preparing this Registration Statement and the
accompanying financial statements. These activities have consumed an
insignificant amount of time or other burden, such that, the costs of such
non-exclusive uses have been minimal and without significant negative impact on
our financial condition. These uses have had the positive impact of relieving us
from the burden of maintaining non-productive assets.
ITEM 3. LEGAL PROCEEDINGS.
There are no legal proceedings pending against the Company, as of the
preparation of this Report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
The Remainder of this Page is Intentionally left Blank
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.
(A) MARKET INFORMATION. The Common Stock of this Registrant is quoted Over the
Counter on the Bulletin Board ("OTCBB"). There was no substantial market
activity before December 1998. Based upon standard reporting sources, the
following information is provided:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
period . high bid low bid period high bid low bid
-----------------------------------------------------------
3rd 1998 N/A N/A 2nd 1999 5.375 2.00
-----------------------------------------------------------
4th 1998 3.25 3.00 3rd 1999 3.88 0.84
-----------------------------------------------------------
1st 1999 4.25 2.00 4th 1999 8.00 3.60
-----------------------------------------------------------
period . high bid low bid period high bid low bid
-----------------------------------------------------------
1st 2000 8.90 1.20 2nd 2000 5.70 1.50
-----------------------------------------------------------
</TABLE>
The foregoing price information is based upon inter-dealer prices without
retail mark-up, mark-down or commissions and may not reflect actual
transactions. The source of this information is commercial internet reporting
services: BigCharts.com.
(B) HOLDERS. There are about 47 holders of the common stock of this
Registrant.
(C) DIVIDENDS. No cash dividends have been paid by the Registrant on its
common stock or other Stock and no such payment is anticipated in the
foreseeable future.
(D) SALES OF UNREGISTERED COMMON STOCK 1999-2000. On March 3, 1999, we issued
69,000 pre-split (345,000 post-split) shares, pursuant to Rule 504, for Legal,
Accounting and Professional services and advances to or for the Registrant,
provided by a single financial and corporate service provider. This provider was
Intrepid International S.A./ Intrepid International Ltd. The shares were valued
at $0.10 per share.
On or about April 25, 2000, the Registrant sold 100,000 (post-split)
shares, pursuant to Section 4(2)/Rule 506, to a single accredited investor. The
investors accreditation was determined by virtue of income, net worth and
previous investing experience.
(E) DESCRIPTION OF SECURITIES.
CAPITAL AUTHORIZED AND ISSUED. We are authorized to issue 100,000,000 shares of
a single class of Common Voting Stock, of par value $0.001, of which 12,008,000
are issued and outstanding.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
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annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities. The owners of a majority of the
common stock may also take any action without prior notice or meeting which a
majority of shareholders could have taken at a regularly called shareholders
meeting, giving notice to all shareholders thereafter of the action taken. In
the event of liquidation or dissolution, holders of Common Stock are entitled to
receive, pro rata, the assets remaining, after creditors, and holders of any
class of stock having liquidation rights senior to holders of shares of Common
Stock, have been paid in full. All shares of Common Stock enjoy equal dividend
rights. There are no provisions in the Articles of Incorporation or By-Laws
which would delay, defer or prevent a change of control.
SECONDARY TRADING refers to the marketability to resell the securities in
brokerage transactions, and that marketability is generally governed by Rule
144, promulgated by the Securities and Exchange Commission pursuant to 3 of the
Securities Act of 1933. Securities which have not been registered pursuant to
the Securities Act of 1933, but were exempt from such registration when issued,
are generally Restricted Securities as defined by Rule 144(a). The impact of
the restrictions of Rule 144 are (a) a basic one year holding period from
purchase; and (b) a limitation of the amount any shareholder may sell during the
second year, as to non-affiliates; however, as to shares owned by affiliates,
the second-year limitation of amounts attaches and continues indefinitely, at
least until such person has ceased to be an affiliate for 90 days or more. The
limitation of amounts is generally 1% of the total issued and outstanding in any
90 day period.
UNRESTRICTED SHARES OF COMMON STOCK. 12,008,000 shares are issued and
outstanding. 7,035,000 shares are held by affiliates, and these affiliate shares
remain restricted from resale in brokerage transaction. 4,973,000 shares are
owned by non-affiliates. Of these 4,973,000, 100,000 shares were sold about
April 24, 2000 and are restricted securities. The remaining 4,873,000 are
believed to be held continuously by non-affiliates for more than two years, and
are believed to be unrestricted securities which could be sold in brokerage
transaction in compliance with Rule 144.
OPTIONS AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities. We have no shares issued or reserved which are subject to options or
warrants to purchase, or securities convertible into common stock.
RISKS OF "PENNY STOCK." The Company's common stock may be deemed to be "penny
stock" as that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii) whose prices are not quoted on the NASDAQ automated quotation system
(NASDAQ) listed stocks must still meet requirement (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous operation for at least three years) or $5,000,000 (if in continuous
operation for less than three years), or with average revenues of less than
$6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require broker
dealers dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny
stock for the investor's account. Potential investors in the Company's common
stock are urged to obtain and read such disclosure carefully before purchasing
any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
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investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker -dealer
made the determination in (ii) above; and (iv) receive a signed and dated copy
of such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of our common
stock, consideration must be given to the Blue Sky laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some States may distinguish between companies with active businesses and
companies whose only business is to seek to secure business opportunities, and
may restrict or limit resales of otherwise free-trading and unrestricted
securities. We have taken no action to register or qualify its common stock for
resale pursuant to the Blue Sky laws or regulations of any State or
jurisdiction. Accordingly offers to buy or sell our existing securities may be
unlawful in certain States
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We had identified a probable
acquisition target, but that acquisition will not materialize, as described in
Item 1 of this Part. So our plan for the next twelve months will be to resume
and continue our search for an acquisition target.
(1) CASH REQUIREMENTS. We have not engaged in any material operations or
had any revenues from operations since inception. Our plan of operation for the
next 12 months would be to continue to seek the acquisition of assets, property
or business that may benefit the Company and its stockholders. Because we have
virtually no resources, management anticipates that to achieve any such
acquisition, the Company would be required to issue shares of its common stock
as the sole consideration for any such venture. During the next 12 months, our
only foreseeable cash requirements will relate to three areas: (1) maintaining
the Company in good standing with a valid corporate franchise in the State of
Nevada, (2) such expenses as may arise from the effectiveness of this 1934 Act
Registration of its common stock, and (3) expenses to pursue our search for a
corporate opportunity. The first two would consist of legal and professional
fees for preparation and filing reports required under the Securities Exchange
Act of 1934, including, at a minimum an annual audit of the financial statements
of this Registrant. The third involves travel, and may involve some legal and
professional fees. Accordingly, we would expect to require between $100,000 and
$200,000 for the next twelve months. These expenses may be advanced by
management or principal stockholders as loans to the Company, and may or may not
be settled, reimbursed or compensated by the issuance of common stock. Because
the Company has not identified any such venture as of the date of this
Registration Statement, it is impossible to predict the amount of any such
loans, if any, or the amounts of common stock which may be issued, for such
services or advances. However, there are no preliminary agreements or
understandings with respect to loan agreements or issuances by officers,
directors, principals or affiliates of the Company, and any such loan or
settlement will be on terms no less favorable to the Company than would be
available from a commercial lender in an arm's length transaction. If such
continued support is not obtained, we would not be able to continue to meet our
auditing and reporting requirements and may be forced to withdraw ourselves as a
Reporting Company, and would not be entitled to continued quotability on the
OTCBB, and we may be unable to continue as a going concern.
Our Independent Auditors Report, for the Company's most recent audited
financial statements, mentions: "The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
is dependant upon raising capital to continue operations. It is management's
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plan to raise additional funds to begin its intended operations, or find an
operating company to merge with." We cannot engage in fund-raising activity as a
company with no business or substantial assets. Our business plan is indeed to
find an acquisition target.
(B) RESULTS OF OPERATIONS. The Registrant has had no material operations since
inception, losses of $80,713, $29,777, 92,374 and $240 respectively, for the
fiscal years ended 1999, 1998, 1997 and 1996. We had an accumulated a deficit
calculated of $203,184 (12/31/99) giving effect to the five for one forward
split of July 14, 1999. That forward split had the technical effect of
increasing the deficit slightly.The reason for the difference in the resulting
calculations is due to the fact that we did not change the par value in
connection with the forward split. The funding of the payments that account for
these deficits resulted substantially from the issuance of shares of common
stock of the Company for services rendered and advances, in lieu of cash. These
services primarily related to maintaining the Company in good standing with the
State of Nevada, including legal and professional fees for its name changes and
reincorporation, as well as the expenses of its current audit, and "due
diligence" activities with respect to its history and past operations. These
activities have included, for example, confirming good standing, reviewing stock
transfer records and Articles of Incorporation, as amended, and arranging for
the preparation and auditing of financial statements. These activities were
undertaken to qualify our common stock for quotation on the OTC Bulletin Board,
and in contemplation of the preparation of this Registration Statement.
On or about September 3, 1999, we made and announcement indicating that
Netbanx.com (its former Name) had entered into a letter of intent for the
acquisition of Western Connections Ltd. for $1.75 million and the issuance of
$400,000 of warrants at a strike price of $5 per share, as well as the licensing
of X-PAY to Automatic Communications Ltd. for an annual fee of $175,000. While
this statement was true, that letter of intent did not ripen into an agreement,
and no such transactions occurred. It was the decision of this Management to
place this Registrant in Custodianship for a period of time to cool-off, to
allow the NASD to inquire and satisfy itself concerning the circumstances of
that announcement, and generally to prevent any misunderstandings by the public
as to the actual state of affairs of this registrant. The principal purpose of
the Custodianship is prevent any person from misunderstanding the affairs of
this Registrant during its 1934 Act Registration of its common stock, and for a
reasonable time following the effectiveness of such registration.
On March 9, 2000, we announced an agreement to acquire 100% of Global Tote
Limited ("Global Tote"). We disclosed in the form 10-QSB filed for the quarter
ending March 31, 2000, that the completion of the acquisition of Global Tote was
doubtful. This attempted acquisition has failed to materialize and has been
abandoned. The decision not to proceed to completion was made when management
received a registered letter from a creditor of Premier Telesports noticing a
claim that may precipitate the bankruptcy of Premier Telesports. It is
management's opinion that Premier Telesports represents a vital component of the
Global Tote acquisition, without which, such an acquisition would not be in the
best interest of the Netj.com shareholders.
The Remainder of this Page is Intentionally left Blank
11
<PAGE>
(C) SELECTED FINANCIAL INFORMATION.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
3/31/00 12/31/99 12/31/98 12/31/97 8/24/95
to
12/31/99
-----------------------------------------------------------------------------------------
Total Assets . . . . . $ 329 $ 329 $ 5,729 $ 34,866
-----------------------------------------------------------------------------------------
Revenues . . . . . . . 0 0 0 0 0
-----------------------------------------------------------------------------------------
Operating Expenses . . 421,665 80,713 29,777 92,374 203,184
-----------------------------------------------------------------------------------------
Net Earnings or (Loss) (421,665) (80,713) (29,777) (92,374) (203,184)
-----------------------------------------------------------------------------------------
Per Share Earnings . . 0.03541 (0.01) (0.00) (0.01) (0.02)
or (Loss)
-----------------------------------------------------------------------------------------
Average Common Shares. 11,908,000 11,701,000 11,080,000 7,905,000 8,537,200
Outstanding
-----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
April 1 to June 30 January 1 to June 30
2000 1999 2000 1999
-----------------------------------------------------------------------------------------
Balance sheet:
Total Assets . . . . . . . 5,484
-------------------------------------------------
Total Liabilities. . . . . 493,994
Revenues:. . . . . . . . . $ 0 $ 0 $ 0 $ 0
----------------------------------------------------------------------------------------------
Total Revenues. . . . . . 0 0 0 0
----------------------------------------------------------------------------------------------
Expenses:
General and administrative (50,061) (2,135) (471,726) (4,885)
----------------------------------------------------------------------------------------------
Total Expenses. . . . . . (50,061) (2,135) (471,726) (4,885)
----------------------------------------------------------------------------------------------
Net Loss . . . . . . . . . (50,061) (2,135) (471,726) (4,885)
----------------------------------------------------------------------------------------------
</TABLE>
Our expenses recorded a net loss during this first quarter of $421,665, as
compared to only $4,885 for the corresponding quarter of 1999. For the second
quarter the comparison was $50,061 to $2,135. The comparison for the first half
was $471,726 to $4,885.
These difference are due to our virtual dormancy in 1999, and substantial
activity in the first quarter of this year, to Register our common stock under
the 1934 Securities Exchange Act, and to vigorously pursue acquisition
opportunities. These services primarily related to maintaining the Company in
good standing with the State of Nevada, including legal and professional fees
12
<PAGE>
for its name changes and reincorporation, as well as the expenses of its current
audit, and "due diligence" activities with respect to its history and past
operations. These activities have included, for example, confirming good
standing, reviewing stock transfer records and Articles of Incorporation, as
amended, and arranging for the preparation and auditing of financial statements.
These activities were undertaken to maintain our common stock for quotation on
the OTC Bulletin Board, and in contemplation of the preparation of the Form 10SB
Registration Statement.
(D) LIQUIDITY. We had limited and diminishing liquidity during the fiscal
years ended 1998, 1997 and 1996, and virtually no liquidity at the end of 1999.
Our liquidity improved slightly during April of 2000, with the sale of 100,000
shares at $2.00, per share, to a single accredited investor.
Except as stated under the heading "Plan of Operation," above, the Company
does not contemplate raising capital over the next twelve months by issuance of
debt or equity securities. We have no loan agreements with any officer or
director. Foreseeably, in the absence of cash to maintain this company current
in required filings, legal, professional expenses, the practice of providing
compensation by issuing stock is probable, with the significant exception of our
independent auditor, who may not properly be compensated in such a manner.
Accordingly, in the absence of corporate liquidity, the principal shareholder is
expected to advance those fees which are not appropriate for settlement,
compensation or reimbursement in stock. If such continued support is not
obtained, we would not be able to continue to meet our auditing and reporting
requirements and may be forced to withdraw ourselves as a Reporting Company, and
would not be entitled to continued quotability on the OTCBB, and we may be
unable to continue as a going concern.
ITEM 7. FINANCIAL STATEMENTS.
Please see the Exhibit Index found on page 18 of this Report. The financial
statements listed therein, attached hereto and filed herewith are incorporated
herein by this reference as though fully set forth herein.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
The Remainder of this Page is Intentionally left Blank
13
<PAGE>
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The following persons are the former Directors, having taken office from
the inception of the issuer, and having retired about the end of 1999.
J. Dan Sifford, Jr., age 61, grew up in Coral Gables, Florida, where he
attended Coral Gables High School and the University of Miami. After leaving the
University of Miami, Mr. Sifford formed a wholesale consumer goods distribution
company which operated throughout the southeastern United States and all of
Latin America. In 1965, as an extension of the operations of that original
company, he founded Indiasa Corporation (Indiasa), a Panamanian company which
was involved in supply and financing arrangements with many of the Latin
American Governments, in particular, their air forces and their national
airlines. As customer requirements dictated, separate subsidiaries were
established to handle specific activities, among them: Indiasa Securities
Corporation, to structure the financing necessary to facilitate the
transactions; Indiasa Aviation Corporation, to serve as an all cargo airline
operating large cargo aircraft throughout Latin America; and Overseas Aviation
Corporation, to buy, sell, lease and broker aircraft, and to provide services to
Indiasa Aviation Corporation and to other airlines. Indiasa, which is the parent
company of all the Panamanian companies formed by Mr. Sifford, operates, through
its partially owned subsidiary, Robmar International, S. A., plants in Argentina
and Brazil which produce high temperature, high pressure lubricants and
sealants. For twelve years ending in 1982, it operated, through its partially
owned subsidiaries Indiasa Aviation Corporation and Overseas Aviation
Corporation, an all cargo airline based at Miami International Airport and
serving points throughout Central and South America and Africa. In addition to
his general aviation experience, Mr. Sifford, an Airline Transport rated pilot,
has twenty two years experience in the airline business, and was recently the
President of Airline of the Virgin Islands, Ltd. a commuter passenger airline
operating in the Caribbean. For the past two years, Mr. Sifford has been the
United States Managing Director for Intrepid International, S.A. (Panam ), an
international financial and corporate service provider. He is fluent in the
Spanish Language.
Laurencio Jaen O., age 70, resides in Panama City, Republic of Panama. He
is, and has been for the past twenty five years, Vice President of Indiasa
Corporation ("Indiasa"), a Panamanian corporation, which, through one of its
subsidiaries, Robmar International, is involved in the manufacture and
distribution of chemical products in Argentina and Brazil and which, through its
former subsidiary Indiasa Aviation Corporation, was, for eight years ending in
1981, engaged in aviation consulting, the leasing, purchase and sale of
aircraft, and the operation of a cargo airline, primarily in Latin America. Mr.
Ja n was a founder of PAISA, Panama's international airline, served as president
of the Colon Free Zone (the world s largest free trade zone), and as Director of
Panama's Social Security Administration. He has also served as the President of
the Panamanian Chamber of Commerce, and as a member of the Board of Presidential
Advisors of the Republic of Panama.
William Stocker, attorney at law, was appointed Custodian on October 14,
1999, by the two former Officer/Directors J. Dan Sifford and Laurencio Jaen O.,
who retired from office without comment. The Custodianship existed briefly for
the purpose of appointing new directors to conduct this Corporation's search in
Europe and the United Kingdom for profitable business opportunities. In fact,
Mr. Stocker acted entirely in a fiduciary capacity, and appointed new Directors
as the nominees of the existing principal shareholder group. The new directors,
now identified, are not otherwise affiliated with Intrepid International, or any
affiliate of Intrepid.
14
<PAGE>
The following persons have been appointed to serve until their successors
might be elected or appointed. The time of the next meeting of shareholders has
not been determined and is not likely to take place before a targeted
acquisition or combination is identified. They were nominated at the close of
the 1999, but did not take office until the beginning of 2000.
Wendy Paige (Director, Acting President) is the principal of Paige & Co.
founded by her in 1997 to provide legal consulting services to Silicon Valley,
United Kingdom and European technology companies in the e-Commerce, Internet and
New Media markets. From 1994 1997, Ms. Paige was of Counsel with Masons
Solicitors, a London law firm where she advised technology clients and Silicon
Valley law firms on commercial and technology issues in Europe and the Middle
East. She has had extensive in-house international legal and commercial
experience with leading technology companies, including United Technologies
Corporation, MIPS Computer Systems (later Silicon Graphics, Inc) and VMX, Inc.,
having specialized in technology licensing and strategic relationships.
Simon Blackman (Acting Secretary and Treasurer), for the past two years,
has been involved in building vertical electronic markets for the civil
aerospace and the defense industry sectors. Mr. Blackman also currently operates
an independent consultancy advising on security issues relating to
communications, computer networks and e-commerce. Prior to being an independent
consultant, Mr. Blackman was a Director of Grosvenor Security Consultants
Limited (1993 1996) with responsibility for computer and communications
security. Mr. Blackman is also a Director of Eurogard Security Group (UK)
Limited (since 1997).
ITEM 10. EXECUTIVE COMPENSATION.
Since the inception of this corporation, we have not paid our officers or
directors. Officers and directors may be reimbursed for out-of-pocket expenses
and may be compensated for the time they devote to us at some time in the
future, pursuant to some arrangement to be determined on the basis of the nature
and extent of the services which may be required and will be, if adopted, no
less favorable to us than the charges for similar services made or offered by
independent third parties similarly qualified. No officer or director is
required to make any specific amount or percentage of his or her business time
available to us. No options, plans or arrangements for deferred compensation, or
future compensation have been adopted and none are contemplated at this time.
No Officer or Director or Executive of this Corporation has been
compensated for services to us. No plan of compensation has been formed or is
presently under consideration.
The former Officers and Directors of this Registrant are Officers or
Directors of a Principal Shareholder, Intrepid International S.A. ("Intrepid
Panama") and/or its United States Subsidiary, Intrepid International Ltd.
("Intrepid US"). They are or may be indirectly benefited by the relationship by
which Intrepid bills this Corporation, on a time/fee basis, with varying hourly
rates for various personnel levels. This billings when and if paid will address
general operating expenses of Intrepid and are not directly payable or
translatable to direct compensation of the Former Officers or any specific
person. Mr. Sifford's attention to the affairs of this Corporation were billed
at $150.00 per hour. Mr. Jaen O. did not submit any time billings for Intrepid
or otherwise. Intrepid's Counsel, William Stocker, served briefly as Custodian
of this corporation, for the limited purpose of accepting the resignation of
directors and appointing new and current directors. The Custodian and Special
Counsel accrued compensation at $250.00 per hour. These fees are included in
Intrepid's billings, and are not direct compensation to Mr. Stocker. Intrepid
has billed this corporation a total of $29,317.70 for services incurred through
1999. These billings have not been paid and are carried on the books of this
Corporation as liabilities. These amounts will be compensated, when paid, in
cash, and not in the issuance of stock for services.
15
<PAGE>
The fees payable to Intrepid, if and when paid are creditable as general
revenues of Intrepid, and are not payable to its personnel. These billings are
accrued and accruing, are unpaid, and payment has been deferred generally.
Wendy Paige (Director, Acting President) and Simon Blackman (Acting
Secretary and Treasurer) have been appointed as our new management to deal with
our probable or future acquisitions in the United Kingdom. While no arrangement
for compensation of our new officers has been made or anticipated by or with us,
this change requires the following disclosure.
We have previously stated that our United Kingdom management is free to
negotiate with any target acquisition for themselves, in their own interest, as
well as for us. While any transaction so negotiated would require the approval
of our shareholders, it is intended that our new management be free to negotiate
with a target to remain on the Board of any reorganized company, or for any
compensation payable by the reorganized company that is fair and reasonable, and
which may be approved by shareholders, following submission to shareholders with
full disclosure.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of Our
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by us,
to be the beneficial owner or owners of more than five percent of any voting
class of Our stock. More than one person, entity or group could be beneficially
interested in the same securities, so that the total of all percentages may
accordingly exceed one hundred percent of some or any classes. Please refer to
explanatory notes if any, for clarification or additional information.
(B) SECURITY OWNERSHIP OF MANAGEMENT. To the best of Our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors and Nominees, naming them, and by all Officers and Directors as a
group, without naming them, known to or discoverable by us. More than one
person, entity or group could be beneficially interested in the same securities,
so that the total of all percentages may accordingly exceed one hundred percent
of some or any classes. Please refer to explanatory notes if any, for
clarification or additional information.
The Remainder of this Page is Intentionally left Blank
16
<PAGE>
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Beneficial Owner . . . . . Actual % Attributed %
Ownership Ownership
-------------------------------------------------------------------------------------------
Wendy Paige Acting President . . . . . . . . . -0- 0.00 0.00
5 Eghams Court
Boston Drive
Bourne End Bucks SL8 5YS
-------------------------------------------------------------------------------------------
Simon Blackman Acting Secretary and Treasurer. -0- 0.00 0.00
5 Eghams Court
Boston Drive
Bourne End Bucks SL8 5YS
-------------------------------------------------------------------------------------------
All Officers and Directors as a Group . . . . . 0 0.00 0.00
-------------------------------------------------------------------------------------------
J. Dan Sifford, Jr., Former Officer (1) . . . . 5,000,000 41.99 6,795,000 57.06
3131 Southwest Freeway
Suite 46
Houston, Texas 77098
-------------------------------------------------------------------------------------------
Laurencio Jaen O., Former Officer (1) . . . . . -0- 0.00 6795,000 57.06
P. O. Box 8807
Panama City 5
Republic of Panama
-------------------------------------------------------------------------------------------
Intrepid International, S.A. (1). . . . . . . . 345,000 2.90 6,795,000 57.06
P. O. Box 8807
Panama City 5
Republic of Panama
-------------------------------------------------------------------------------------------
HJS Financial Services, Inc. (1). . . . . . . . 1,450,000 12.18 7,035,000 59.08
24843 Del Prado #318
Dana Point CA 92629
-----------------------------------------------------------------------
Total Other 5% Owners . . . . . . . . . . . . . 6,795,000 57.06
-----------------------------------------------------------------------
TOTAL ALL AFFILIATES. . . . . . . . . . . . . . 6,795,000 57.06
-----------------------------------------------------------------------
Total Shares Issued and Outstanding . . . . . . 11,908,000 100.00
-----------------------------------------------------------------------
</TABLE>
(1) In the foregoing table, the share ownership of each of the listed
shareholders are attributed to and each other and to all of them. The reason for
this attribution is that there is sufficient commonality between and among them,
and one or more officers of the other entities, such that all are deemed to be
affiliates of the issuer and Counsel to Intrepid and HJS. The former officers
are officers of Intrepid. Please see Item 7, Relationships and Transactions, for
more disclosure about Intrepid and its owners, officers and persons.
(C) CHANGES IN CONTROL. We have previously disclosed the probability of a
change of control in connection with our plan to find an acquisition. No target
is presently identified.
17
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
There are certain relationships and transactions among and between the
Registrant and its present and former officers, and certain affiliated
shareholders which are deemed material and which are the subject of the
following disclosure. Specific disclosure is directed to two of the affiliate
shareholders, Intrepid International, S. A., and HJS Financial Services, Inc.
The Custodian of this Registrant is Counsel to both of these shareholder
entities.
HJS Financial Services, Inc. ("HJS") was incorporated in Nevada in April of
1991. It is wholly-owned and managed by its President Kirt W. James. The
Custodian of this Registrant, William Stocker, is Counsel to HJS. HJS is
substantially inactive. Its activities consist in winding up its affairs and
managing its remaining assets, and providing occasional management services of a
limited nature. This disclosure is deemed material for the reason that Mr. James
is also an affiliate of Intrepid International, S.A. His biographical
information is found below in this Item.
Intrepid International, S. A. ("Intrepid Panama") was incorporated in the
Republic of Panama in 1984 to offer financial services to natural resource
companies, primarily those engaged in the production of oil and gas. Following
the world wide collapse of oil prices in the mid-eighties, the Intrepid Panama
broadened the focus of its universe of support services to include a wider range
of companies, with an emphasis on public companies and private companies,
companies engaged in the transition from privately held to publicly held, and
development stage companies, whether public or private, requiring professional
business and corporate guidance. In August of 1997 the Intrepid Panama sought a
United States Representative and entered into a relationship with a group of
corporate and business specialists who, after contracting with the Intrepid
Panama, incorporated as Intrepid International, Ltd. ("Intrepid US") to provide
the required representation and agency for the Panama company in North America
and Europe. Intrepid US is incorporated in the State of Nevada. Intrepid is not
an investment banker, nor a broker or dealer in securities. Intrepid is a
provider of technical support services to client companies, generally, and an
occasional investor for its own account.
This disclosure is deemed material for the reasons that the former Officers
of this Registrant are affiliates of Intrepid Panama, that the Custodian of this
Registrant is also Counsel to Intrepid Panama and Intrepid US, and for the
further reason that the Intrepid entities are related to the Registrant as
consultants and service providers. Services are provided on a time-fee basis,
with particular rates for appropriate levels of personnel. All parties to these
agreements and related transactions believe that they were and are on terms that
are no more detrimental to the Registrant, nor more favorable to the other
parties, than those that would have been agreed upon by third parties on an
arm's length basis. The services consist of normal and necessary management
consultation and support services.
Laurencio Ja n O., an original incorporator who has served as President and
Director of Intrepid Panama since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Ja n was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world s largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Panama company, has,
for thirty years, been a specialist in maritime and aviation law. Mr. Franco is
18
<PAGE>
a partner in Franco and Franco, one of the most prestigious law firms in Panama
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm of Franco and Franco is regarded with the
highest degree of integrity and professionalism in the business and political
community in Panama with its partners and several of its associates holding or
having held public office. Teodoro Franco s brother and partner, Dr. Juaquin F.
Franco, Jr., has held many public offices over the past four decades, most
recently as the Governor of Colon Province, the state containing the Atlantic
entrance to the Panama Canal and the Colon Free Zone. His nephew and associate
in the firm, Juaquin F. Franco, III, has served as the Minister of Commerce and
is currently a member of the House of Representatives and a candidate for
President of the Republic. The firm practices maritime, aviation and commercial
law and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM (the Dutch national airline), VIASA (the Venezuelan national airline),
Aeroflot (the Russian national airline) and various smaller Latin American
national airlines as well as being the registered agents for thousands of ocean
going ships around the world flying the Panamanian flag. Mr. Franco brings to
the Intrepid Panama a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Panama company, is,
and has for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
Neither Mr. Teodoro F. Franco L. nor Mr. Leopoldo Kennion G. have been
involved in the management or specific affairs of this Corporation, NetJ.com
Corp.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biography has been provided in Item 5 above. The officers and directors of
Intrepid International, Ltd. (Nevada) ("Intrepid US") are two individuals; Kirt
W. James, and J. Dan Sifford, Jr. Mr. Sifford's biography is found in Item 5 of
this part and also follows: He is, Secretary-Treasurer of Intrepid US, grew up
in Coral Gables, Florida, where he attended Coral Gables High School and the
University of Miami. After leaving the University of Miami, Mr. Sifford formed a
wholesale consumer goods distribution company which operated throughout the
southeastern United States and all of Latin America. In 1965, as an extension of
the operations of that original company, he founded Indiasa Corporation
(Indiasa), a Panamanian company which was involved in supply and financing
arrangements with many of the Latin American Governments, in particular, their
air forces and their national airlines. As customer requirements dictated,
separate subsidiaries were established to handle specific activities, among
them: Indiasa Securities Corporation, to structure the financing necessary to
facilitate the transactions; Indiasa Aviation Corporation, to serve as an all
cargo airline operating large cargo aircraft throughout Latin America; and
Overseas Aviation Corporation, to buy, sell, lease and broker aircraft, and to
provide services to Indiasa Aviation Corporation and to other airlines. Indiasa,
which is the parent company of all the Panamanian companies formed by Mr.
Sifford, operates, through its partially owned subsidiary, Robmar International,
S. A., plants in Argentina and Brazil which produce high temperature, high
pressure lubricants and sealants. For twelve years ending in 1982, it operated,
through its partially owned subsidiaries Indiasa Aviation Corporation and
Overseas Aviation Corporation, an all cargo airline based at Miami International
Airport and serving points throughout Central and South America and Africa. In
addition to his general aviation experience, Mr. Sifford, an Airline Transport
rated pilot, has twenty two years experience in the airline business, and is
currently the President of Airline of the Virgin Islands, Ltd. a commuter
passenger airline operating in the Caribbean.
Kirt W. James, the President of Intrepid US, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987
19
<PAGE>
to 1990 Mr. James built retail markets for American International Medical Supply
Co., a publicly traded company. In 1990 he formed and became President of HJS
Financial Services, Inc., and was responsible for the day to day business
operations of the firm as well as consultation with Clients concerning their
business and Product Development. During the past five years Mr. James has been
involved in the valuation, sale and acquisition of numerous private businesses
and planning for the entry of private corporations into the public market place.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(A) FINANCIAL STATEMENTS.
F-99 Audited Financial Statements
for the years ended December 31,
1999, 1998, 1997
F-2 Un-Audited Financial Statements
for the three months and six months ended
June 30, 2000
(B) FORM 8-K REPORTS. None.
(C) EXHIBITS. None other.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
Dated: August 15, 2000
NETJ.COM CORP
(formerly NETBANX.COM CORP)
(formerly PROFESSIONAL RECOVERY SYSTEMS, LTD.)
by
/s/Wendy Paige /s/James Melillo
Wendy Paige . James Melillo .
president/director Director
20
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT F-99
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 1999, 1998
--------------------------------------------------------------------------------
21
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
NetJ.Com Corp
We have audited the accompanying balance sheets of NetJ.Com Corp (formerly
Professional Recovery Systems, Ltd.) (a Development Stage Company) as of
December 31, 1999 and 1998 and the related statements of operations,
stockholders' equity and cash flows for the years ended December 31, 1999, 1998
and 1997 and from inception on August 24, 1995 through December 31, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of NetJ.Com Corp (formerly
Professional Recovery Systems, Ltd.) (a Development Stage Company) as of
December 31, 1999 and 1998 and the results of its operations and cash flows for
the years ended December 31, 1999, 1998 and 1997 and from inception on August
24, 1995 through December 31, 1999 in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has minimal assets and no operations and is
dependent upon financing to continue operations. These factors raise
substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in the Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
__________/s/___________
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
February 17, 2000
22
<PAGE>
NetJ.com Corp.
(a development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
<S> <C> <C>
December 31,
1999 1998
----------------------------------------------------------------------
ASSETS
Current Assets
Cash $ 329 $ 5,329
Total Current Assets 329 5,329
Other Assets
Organization costs (Net of Amortization) 0 400
Total Other Assets 0 400
Total Assets $ 329 $ 5,729
LIAILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 59,413 0
Total Current Liabilites 59,413 0
Stockholders' Equity
Common Stock, authorized 100,000,000
shares of $.001 par value, issued and
outstanding 11,908,000 and 11,080,000
shares respectively 11,908 11,080
Additional Paid in Capital 132,852 117,120
Less: Subscriptions receivable (660) 0
Deficit Accumulated During the
Development Stage (203,184) (122,471)
Total Stockholders' Equity (59,084) 5,729
Total Liabilites and Stockholders' Equity $ 329 $ 5,729
</TABLE>
The accompanying notes are an integral part of these financial statements
23
<PAGE>
NetJ.com Corp.
(a development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
August 24,
1995 (inception
of the
development
For the Years Ended stage) to
December 31, December 31,
1999 1998 1997 1999
---------------------------------------------------------------------------------------------------------
Revenues: $ 0 $ 0 $ 0 $ 0
Expenses:
General & Administrative (80,713) (29,777) (92,374) (203,184)
Total Expenses (80,713) (29,777) (92,374) (203,184)
Net (loss) (80,713) (29,777) (92,374) (203,184)
Net Loss per share ($0.01) $ 0.00 ($0.01) ($0.02)
Weighted average shares outstanding 11,701,000 11,080,000 7,905,000 8,537,200
</TABLE>
The accompanying notes are an integral part of these financial statements
24
<PAGE>
NetJ.com Corp.
(a development Stage Company)
Statements of Stockholders' Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Additional Deficit
Paid-In Accumulated
Capital During the
Common Stock (Discount on Development
Shares Amount Stock) Stage
---------------------------------------------------------------------------------------------------
Balance at beginning of Development
stage-August 24, 1995 $ 0 $ 0 $ 0 $ 0
Shares issued for organizational costs 6,000,000 6,000 (4,800) 0
Net Loss December 31, 1995 0 0 0 (80)
Balance, December 31, 1995 6,000,000 6,000 (4,800) (80)
Net Loss December 31, 1996 0 0 0 (240)
Balance, December 31, 1996 6,000,000 6,000 (4,800) (320)
July 15, 1997-issued at $.025 per share 5,080,000 5,080 121,920 0
Net Loss December 31, 1997 0 0 0 (92,374)
Balance, December 31, 1997 11,080,000 11,080 117,120 (92,694)
Net Loss December 31, 1998 0 0 0 (29,777)
Balance, December 31, 1998 11,080,000 11,080 117,120 (122,471)
Shares issued for cash at $.02 per share 33,000 33 627 0
Shares issued for services at $.02 per share 795,000 795 15,105 0
Net Loss December 31, 1999 0 0 0 -80,713
Balance, December 31, 1999 11,908,000 $11,908 $ 132,852 ($203,184)
</TABLE>
The accompanying notes are an integral part of these financial statements
25
<PAGE>
NetJ.com Corp.
(a development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
August 24,
1995 (inception
of the
development
For the Years Ended stage) to
December 31, December 31,
1999 1998 1997 1999
----------------------------------------------------------------------------------------------------
Cash Flows from Operating
Activities:
Net Loss ($80,713) ($29,777) ($92,374) ($203,184)
Adjustments to reconcile
net loss to net cash
provided by operations
Shares issued for services 15,900 0 0 15,900
Amortization 400 240 240 1,200
Increase in payables 59,413 0 0 59,413
Net Cash Flows used in
Operating Activities (5,000) (29,537) (92,134) (129,971)
Cash Flows from investment
Activities: 0 0 0 0
Cash Flows from Financing
Activities
Issuance of stock 0 0 127,000 127,000
Net Increase(decrease) in cash (5,000) (29,537) 34,866 329
Cash, beginning of year 5,329 34,866 0 0
Cash, end of year $ 329 $ 5,329 $ 34,866 $ 329
Supplemental Cash Flow Information
Cash paid for:
Interest $ 0 $ 0 $ 0 $ 0
Taxes $ 0 $ 0 $ 0 $ 0
Non Cash Financing Transaction:
Stock issued for services $ 15,900 $ 0 $ 0 $ 15,900
</TABLE>
The accompanying notes are an integral part of these financial statements
26
<PAGE>
NETJ.COM CORP
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and 1998
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
NetJ.Com Corp ("the Company")(formerly Professional Recovery Systems,
Ltd.), was originally incorporated in Texas on August 24, 1995. On January 23,
1998, the Company reincorporated in the State of Nevada. On July 16, 1999, the
Company changed it's name to Netbanx.com Corp and on November 2, 1999 changed
it's name to NetJ.com Corp. The Company is currently inactive and is searching
for a viable business combination or operations.
b. Accounting Method
The Company recognizes income and expenses on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings (loss) per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $203,184 that will be offset against future
taxable income. Since the Company is in the development stage, no provision for
income taxes has been made.
Deferred tax assets and the valuation account is as follows at December 31,
1999 and 1998.
December 31,
1999 1998
---- ----
Deferred tax asset:
NOL carrryforward $ 69,080 $ 41,640
Valuation allowance (69,080) (41,640)
Total -0- -0-
f. Organization Costs
In 1995, Organization costs were paid by shareholders and exchanged for
6,000,000 shares of common stock having a par value of $1,200. These costs were
being amortized over a period of 60 months, but have been expensed completely in
1999, due to a change is accounting policy.
27
<PAGE>
The accompanying notes are an integral part of these financial statements
NETJ.COM CORP
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is dependent upon raising
capital to continue operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. It is
management's plan to raise additional funds to begin its intended operations, or
find an operating company to merge with.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and developing its business operations in
order to generate significant revenues.
NOTE 4 - Related Party Transactions
During 1999, 1998 and 1997, $5,000, $10,000 and $22,000, respectively, was paid
in consulting fees to Intrepid International, who are shareholders and officers
of the Company.
During 1999, the Company issued 795,000 shares of common stock to Intrepid
International, for services rendered.
NOTE 5 - Stockholders' Equity
In August 1995, the Company issued 6,000,000 shares of stock for organization
costs valued at $1,200.
In July 1997, the Company issued 5,080,000 shares to private investors for cash
of $127,000.
During 1999, the Company also issued 33,000 shares of common stock for a
subscription receivable of $660.
During 1999, the Company issued 795,000 shares of common stock for a services
valued at $15,900.
NOTE 6 - Stock Split
During 1999, the board of directors authorized a five for one stock split.
These financial statements have retroactively restated to reflect the split.
NOTE 7 - General and Administrative Expenses
General and administrative expenses are as follows:
December 31,
1999 1998 1997
------------------------------------------------
Amortization 400 280 280
Professional Fees 80,313 28,435 79,801
Travel 0 0 12,333
Miscellaneous 0 1,102 0
================================================
80,713 27,777 92,374
28
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT F-2
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
29
<PAGE>
NETJ.COM CORP.
BALANCE SHEETS
for the fiscal year ended December 31, 1999
and the period ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
June 30,
2000 December 31,
(Unaudited). 1999
----------------------------------------------------------------------------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,484 $ 329
Total Current Assets . . . . . . . . . . . . . . . . . 5,484 329
----------------------------------------------------------------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 5,484 $ 329
----------------------------------------------------------------------------------
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 493,994 $ 59,413
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . 493,994 59,413
----------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 11,908,000 shares,
and 12,008,000 shares respectively. . . . . . . . . 12,008 11,908
Additional paid-in Capital . . . . . . . . . . . . . . 332,988 132,852
Less: Subscription receivable. . . . . . . . . . . . . (660) (660)
Accumulated Surplus (Deficit). . . . . . . . . . . . . (832,846) (203,184)
Total Stockholders' Equity . . . . . . . . . . . . . . (488,510) (59,084)
----------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . $ 5,484 $ 329
==================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
NETJ.COM CORP.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal year ended December 31, 1999
and for the periods ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception on
From April From April From January From January August 24,1995
1, 2000 to. 1, 1999 to 1, 2000 to 1, 1999 to through
June 30,. June 30, June 30, June 30, June 30,
2000 1999 2000 1999 2000
-----------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0
Expenses
General and Administrative. (258,058) (2,135) (629,662) (4,885) (832,846)
Net Loss from Operations. . (258,058) (2,135) (629,662) (4,885) (832,846)
-----------------------------------------------------------------------------------------------------------
Net Income (Loss) . . . . . ($258,058) ($2,135) ($629,662) ($4,885) ($832,846)
-----------------------------------------------------------------------------------------------------------
Loss per Share. . . . . . . ($0.02167) ($0.00018) ($0.05288) ($0.00042) ($0.08010)
-----------------------------------------------------------------------------------------------------------
Weighted Average
Shares Outstanding. . . 11,908,000 11,616,200 11,908,000 11,616,200 10,397,042
-----------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
NETJ.COM CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage on August 24, 1995,
for the fiscal years ended December 31, 1995 through 1999
and the period ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
------------------------------------------------------------------------------------------------------
Inception (August 24, 1995) . . . -0- -0- -0- -0- -0-
Inception through December
31, 1995: Stock issued for
cash and services . . . . . . . . 6,000,000 6,000 (4,800) 0 1,200
Net gain (loss) for year 1995 . . 0 0 0 (80) 0
Balances December 31, 1995. . . . 6,000,000 6,000 (4,800) (80) 5,920
------------------------------------------------------------------------------------------------------
Net gain (loss) for year 1996 . . 0 0 0 (240) 0
Balances December 31, 1996. . . . 6,000,000 6,000 (4,800) (320) 5,680
------------------------------------------------------------------------------------------------------
Common Stock issued for cash
at $0.125 per share. . . . . 5,080,000 5,080 121,920 0 0
Net gain (loss) for period
ended December 31, 1997. . . 0 0 0 (92,374) 0
Balances December 31, 1997. . . . 11,080,000 11,080 117,120 (92,694) 35,506
------------------------------------------------------------------------------------------------------
Net gain (loss) for period
ended December 31, 1998. . . 0 0 0 (29,777) 0
Balances December 31, 1998. . . . 11,080,000 11,080 117,120 (122,471) 5,729
------------------------------------------------------------------------------------------------------
Common Stock issued for cash
at $0.10 per share . . . . . 33,000 33 627 0 0
Common Stock issued for services. 795,000 795 15,105 0 0
Net gain (loss) for the year
ended December 31, 1999. . . 0 0 0 (80,713) 0
Balances December 31, 1999. . . . 11,908,000 11,908 132,852 (203,184) (58,424)
------------------------------------------------------------------------------------------------------
Common Stock issued for cash
at $2.00 per share . . . . . 100,000 100 200,136 0 0
Net gain (loss) for the period
ended June 30, 2000. . . . . 0 0 0 (629,662) 0
------------------------------------------------------------------------------------------------------
Balances June 30, 2000. . . . . . 12,008,000 12,008 332,988 (832,846) (487,850)
</TABLE>
The accompanying notes are an integral part of these financial statements.
32
<PAGE>
NETJ.COM CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
for the periods ended June 30, 2000 and 1999
From inception on
March 25,1998
through
June 30,
2000 1999 2000
--------------------------------------------------------------------------------
Operating Activities
Net Income (Loss) ($258,058) ($2,135) ($832,846)
Shares issued for services 0 0 15,900
Items not effecting cash (organization costs) 0 5,862 6,930
Cash increase from creation
of account payable 258,058 3,782 622,345
Cash decrease from reduction of
account payable (195,120) 0 (195,120)
Net Cash from Operations (195,120) 7,509 (382,791)
Cash Increase (Decrease) (195,120) 7,509 (382,791)
Cash infused from sale/issuance
of common stock 200,275 3,000 434,275
================================================================================
0 (6,000) (46,000)
Net increase (decrease) in cash 5,155 4,509 5,484
--------------------------------------------------------------------------------
Beginning Cash 329 11,747 -0-
--------------------------------------------------------------------------------
Cash as of Statement Date $5,484 $16,256 $5,484
================================================================================
The accompanying notes are an integral part of these financial statements.
33
<PAGE>
NETJ.COM CORP
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and the periods ended June 30, 1999 and 2000
NOTES TO FINANCIAL STATEMENTS
NetJ.Com Corp ("the Company") (formerly Professional Recovery Systems, Ltd.),
has elected to omit substantially all footnotes to the financial statements for
the six months ended June 30, 2000, since there have been no material changes
(other than indicated in other footnotes) to the information previously reported
by the Company in their Annual Report filed on Form 10-KSB for the Fiscal year
ended December 31, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
34
<PAGE>
