FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED March 31, 2000
COMMISSION FILE NUMBER: 0-30442
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
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.)
As of March 31, 2000, the number of shares outstanding of the Registrant's
Common Stock was 11,908,000.
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PART I: FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit FQ1-00) for the three
months ended March 31, 2000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We have announced a
possible acquisition target, as described below. If this acquisition closes,
and Global Tote is acquired, then our plan for the next twelve months will
be the furtherance of the Business of Global Tote. If that acquisition does not
close, our plan for the next twelve months will be to resume and continue our
search for an acquisition target.
(1) POSSIBLE ACQUISITION. On March 9, 2000, we announced an agreement to
acquire 100% of Global Tote Limited ("Global Tote"). Global Tote, based in the
United Kingdom, develops interactive horse racing and auxiliary betting via
satellite and the Internet. The price is $8 million, in cash, stock and notes.
We had announced that the parties expected closing within one week. That time
estimate has proved unduly optimistic. As of this filing, that acquisition
remains doubtful, and no closing has occurred. If and when the transaction may
close, or be abandoned, we will immediately report all available disclosure by
public filing, most likely, in a current report on Form 8-K. We announced that
Lord Sheppard of Didgenrmere (the former chairman of Grand Metropolitan Plc,
parent of Burger King, Jolly Green Giant and Pillsbury) joins the Board of
Directors upon closing. Closing has not occurred. There has been no change in
our expectation that Lord Sheppard will join the Board upon closing of this
proposed acquisition, if it does close.
There are numerous terms and conditions upon the closing of this
acquisition of a procedural and non-financial nature. Before this acquisition
can close, substantial and diligent clarification will be required so that we
might then disclose the nature of Global Tote's business, history, financial
condition, its officers, any persons who will become officers and directors of
our corporation, and the individuals and entities who will receive or
beneficially own acquisition shares issued by us, and the actual nature of
control of our corporation following such an acquisition. We do not yet possess
sufficient information to make such disclosure at this time.
We have characterized this acquisition as doubtful because we do believe
that questions have arisen that make it in fact doubtful; and, due to the
numerous contingencies, and on-going due diligence, this view must be
conditioned and qualified by disclosure that no assurance exists that the
acquisition will in fact close.
(2) IF NO ACQUISITION OCCURS. It is possible that the proposed
acquisition may not occur. Transactions of this nature do sometimes fail at the
last minute over details about which the parties cannot agree. Our history
illustrates such failure of expectation in the past, even after public
announcement. Changed circumstances, between the making of the agreement and the
time set for closing, may result in failure to consummate the agreement in a
final acquisition. Should this eventuality materialize, we would be required to
begin again to seek an acquisition target. For that reason, further disclosure
is provided about such a possible eventuality.
(3) CASH REQUIREMENTS IF GLOBAL TOTE NOT ACQUIRED. 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
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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
two areas: maintaining the Company in good standing with a valid corporate
franchise in the State of Nevada, and such expenses as may arise from the
effectiveness of this 1934 Act Registration of its common stock. Such expenses
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. 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.
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 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 $29,777, $92,374 and $240 respectively, for the fiscal
years ended 1998, 1997 and 1996, and $80,713 for 1999. We have accumulated a
deficit of $624,849 as of the date of this report. Our expenses recorded and
net loss for this first quarter was $421,665. as compared to only $4,885 for the
corresponding quarter of 1999. This difference is 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 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 the Form 10SB Registration Statement.
(C) LIQUIDITY. We had limited and diminishing liquidity during the fiscal
years ended 1998, 1997 and 1996, and virtually no liquidity following the end of
1999. 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. The Principal Shareholder may advance
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amounts to defer minimal expenses as indicated, but no decision whether or not
to settle such advances in stock will be made during the period of uncertainty
as to our probable business plan.
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PART II: OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGE IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. REPORTS ON FORM 8-K
None
EXHIBIT INDEX
Exhibit FQ1-00 Financial Statements (Un-Audited) March 31, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-Q Report for the Quarter ended March 31, 2000, has been signed below by the
following person on behalf of the Registrant and in the capacity and on the date
indicated.
Dated: March 31, 2000
NETJ.COM CORP
(formerly NETBANX.COM CORP.)
(formerly PROFESSIONAL RECOVERY SYSTEMS, INC.)
by
/s/ /s/
Wendy Paige . Simon Blackman
President/Director Secretary/Director
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EXHIBIT FQ1-00
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000
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NETJ.COM CORP.
BALANCE SHEET (UNAUDITED)
For the fiscal year ended December 31, 1999
And the periods ended March 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C>
March 31, December 31,
2000 1999
----------- --------------
ASSETS
CURRENT ASSETS
Cash $ 329 $ 329
Total Current Assets 329 329
TOTAL ASSETS $ 329 $ 329
=========== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable 481,078 59,413
----------- --------------
TOTAL LIABILITIES $ 481,078 $ 59,413
=========== ==============
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 11,908,000 shares, 11,908 11,908
Additional paid-in Capital 132,852 132,852
Less: Subscription receivable (660) (660)
Accumulated Surplus (Deficit) ($624,849) ($203,184)
----------- --------------
Total Stockholders' Equity (480,749) (59,084)
----------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 329 $ 329
=========== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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NETJ.COM CORP.
STATEMENTS OF LOSS AND ACCULULATED DEFICIT (UNAUDITED)
For the fiscal year ended December 31, 1999
And the periods ended March 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
August 24,
1995
(inception) to
March 31, December 31, March 31,
2000 1999 1999 2000
------------ ------------ -------------- ----------------
Revenues $ 0 $ 0 $ 0 $ 0
Expenses
Amortization 0 0 0 (800)
Organizational costs 0 (400) (400) (400)
General and administrative (421,665) (4,485) (80,313) (610,214)
Travel 0 0 0 (12,333)
Miscellaneous expenses 0 0 0 (1,102)
------------ ------------ -------------- ----------------
Total Expenses ($421,665) ($4,885) ($80,713) ($624,849)
============ ============ ============== ================
Net Income (Loss) ($421,665) ($4,885) ($80,713) ($624,849)
Weighted average number
of shares outstanding 11,908,000 11,080,000 11,701,000 8,624,700
Earnings (Loss) per Share ($0.03541) ($0.00044) ($0.00690) ($0.07245)
============ ============ ============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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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 year ended December 31, 1999
And the periods ended March 31, 1999 and 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)
Net gain (loss) for the period
ended March 31, 2000 0 0 0 (421,665) 0
---------- ------- ------------ ------------- -----------------
Balances March 31, 2000 11,908,000 $11,908 $ 132,852 ($624,849) ($480,089)
========== ======= ============ ============= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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NETJ.COM CORP.
STATEMENTS OF CASH FLOW (UNAUDITED)
For the fiscal year ended December 31, 1999
And the periods ended March 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
August 24,
1995
(inception) to
March 31, December 31, March 31,
2000 1999 1999 2000
----------- --------- -------------- ----------------
Operating Activities
Net Income (Loss) ($421,665) ($5,165) ($80,713) $ (624,849)
Less items not effecting cash flow:
Shares isued for services 0 0 15,900 15,900
Amortization 0 400 400 1,200
Increase in payables 421,665 0 59,413 481,078
----------- --------- -------------- ----------------
Total working capital (used) -0- (4,765) (5,000) (126,671)
Financing Activities
Proceeds from Sale
of Common Stock 0 0 0 127,000
----------- --------- -------------- ----------------
Increase (Decrease) in
working capital 0 (4,765) (5,000) 329
Cash at Beginning of Period $ 329 $ 5,329 $ 5,329 $ 0
----------- --------- -------------- ----------------
Cash at End of Period $ 329 $ 564 $ 329 $ 329
=========== ========= ============== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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NETJ.COM CORP
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and the periods ended March 31, 1999 and 2000
NOTE I - 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 March 31, 2000
and December 31, 1999.
March 31, December 31,
2000 1999
---- ----
Deferred tax asset:
NOL carrryforward $ 169,866 $ 69,080
Valuation allowance (169,866) (69,080)
- ------------------------------------------------------
Total 0 0
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NETJ.COM CORP
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and the periods ended March 31, 1999 and 2000
NOTE I - Summary of Significant Accounting Policies (continued)
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.
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, who are shareholders and officers of the Company, for services
rendered.
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NETJ.COM CORP
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and the periods ended March 31, 1999 and 2000
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 also issued 795,000 shares of common stock for 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.
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