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 September 30, 1999
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
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 September 30, 1999, the number of shares outstanding of the Registrant's
Common Stock was 11,908,000.
<PAGE>
PART I: FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS.
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Attached hereto and incorporated herein by this reference are consolidated
un-audited financial statements (under cover of Exhibit F-3Q-99) for the three
months and nine months ended September 30, 1999.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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(A) PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. This Registrant is now under
the Custodianship of it Special Counsel, for the limited purposes of maintaining
its corporate franchise in the State of Nevada, and of preserving its
entitlement for quotation on the Over the Counter Bulletin Board (OTCBB), or in
default thereof, on the Pink Sheets, both in accordance with the regulation of
the National Association of Securities Dealers. The Custodian will not engage in
any search for or evaluation of potential acquisition targets during the
indefinite period of Custodianship; nor will the Custodian engage in any capital
formation activities during such period. The reasons for the Custodianship
are discussed in section (b) of this Item.
The Company has not engaged in any material operations or had any revenues
from operations since inception. The Company's plan of operation for the next 12
months is to continue to seek the acquisition of assets, property or business
that may benefit the Company and its stockholders. Under its present
Custodianship, the search for acquisition targets was suspended and deferred
temporarily. The reasons for the Custodianship and deferral of search are
discussed in section (b) of this Item 7. It is forseeable that a normal
corporate management and resumption of search might commence in the first
quarter of year 2000. There can be no assurance of that date or any other. If
and when such a program of search for an acquisition target may be resumed, and
because the Company has virtually no resources, the Custodian 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, the Company's 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.
As of the date of this Registration Statement, the Company has not actively
begun to seek any such venture. It is not the intention of the Custodian to
approve any such arrangements at any time before the appointment of new
management, which new management would evaluate the merits of any such
arrangements.
(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 $5,400 for the eleven months ended November 30,
1999. The Company has accumulated a deficit calculated of $132,671 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 the Registrant
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 the
Registrant's 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, this Registrant made an 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 to 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.
(C) LIQUIDITY. The Registrant had limited and diminishing liquidity during the
fiscal years ended 1998, 1997 and 1996, and virtually no liquidity following the
eight months ended August 31, 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. The Company has no
loan agreements with any officer or director. Foreseeable, 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 the Company's 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. While the Custodian will allow the Principal Shareholder to advance
amounts to defer minimal expenses as indicated, no decision whether or not
to settle such advances in stock will be made during the period of the
Custodianship.
PART II: OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
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None
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ITEM 2. CHANGE IN SECURITIES
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None
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES
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None
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ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
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None
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ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
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None
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EXHIBIT INDEX
FINANCIAL STATEMENTS AND DOCUMENTS
FURNISHED AS A PART OF THIS REGISTRATION STATEMENT
================================================================================
Exhibit F-3Q-99 Financial Statements (Un-Audited) September 30, 1999
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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 September 30, 1999, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.
Dated: September 30, 1999
NETJ.COM CORP
(formerly NETBANX.COM CORP.)
(formerly PROFESSIONAL RECOVERY SYSTEMS, INC.)
by
<TABLE>
<CAPTION>
<S> <C>
J. Dan Sifford Jr. Laurencio Jaen O.
- ------------------ ------------------
J. Dan Sifford Jr. Laurencio Jaen O.
president/director secretary/director
</TABLE>
NETJ.COM CORP.
BALANCE SHEETS (UNAUDITED)
For the fiscal years ended December 31, 1997 and 1998
And the period ended September 30, 1999
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998 1997
-------------- ------------- -------
ASSETS
<S> <C> <C> <C>
Cash $ 329 $ 5,329 $34,923
Accounts Receivable $ 660 -0- -0-
Total Current Assets $ 989 $ 5,329 $34,866
OTHER ASSETS
Oraganization Costs (Note 2) -0- $ 400 $ 640
------------- -------
Total Other Assets -0- $ 400 $ 640
$ 989 $ 5,729 $35,506
============== ============= =======
</TABLE>
LIABILITIES & OTHER STOCKHOLDERS' EQUITY
STOCKHOLDERS EQUITY
Common Stock, $.001 par value; authorized 50,000,000
shares; issued and outstanding, 11,080,000 shares,
11,080,000 shares and 11,908,000 shares respectively
<TABLE>
<CAPTION>
<S> <C> <C> <C>
11,908 11,080 11,080
Additional Paid in Capital 121,752 121,920 121,920
Accumulated Surplus (Deficit) -132,671 -127,271 -97,494
-------- -------- -------
Total Stockholders' Equity 989 5,729 35,506
-------- -------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY 989 5,729 35,506
======== ======== =======
</TABLE>
The accompanying notes are an integral part
Of these financial statements
Page F-2
NETJ.COM CORP.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
For the fiscal years ended December 31, 1997 and 1998
And the period ended September 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
September 30, December 31,
- ----------------------------------------------------------------------
1999 1998 1997
-------------- ------------- ----------
Revenues $ -0- -0- -0-
Expenses
Amortization -0- $ 240 $ 240
Organizational Costs $ 400 -0- -0-
Professional Fees $ 5,000 $ 28,435 $ 79,801
Travel -0- -0- $ 12,333
Miscellaneous expenses -0- $ 1,102 -0-
------------------------------------------
Total Expenses $ 5,400 $ 29,777 $ 92,374
Net Income (Loss) -$5,400 -$29,777 -$92,374
Weighted average number of $ 11,494,000 $ 11,080,000 $7,905,000
shares outstanding
Earnings(Loss) per share -$0.00047 -$0.00269 -$0.05690
</TABLE>
The accompanying notes are an integral part
Of these financial statements
Page F-4
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 1998
And the period ended September 30, 1999
<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 -0- (4,800) 1,200
Net gain (loss) for year 1995 -0- -0- -0- (80) -0-
Balances December 31, 1995 6,000,000 6,000 -0- (4,880) 1,120
Net gain (loss) for year 1996 -0- -0- -0- (240) -0-
----------------------------------------------------------------
Balances December 31, 1996 6,000,000 6,000 -0- (5,120) 880
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 11,080 121,920 (97,494) 35,506
Net gain (loss) for period
ended December 31, 1998 -0- -0- -0- (29,777) -0-
Balances June 30, 1998 11,080,000 11,080 121,920 (127,271) 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 (795) -0- -0-
Net gain (loss) for period
ended September 30, 1999 -0- -0- -0- (5,400) -0-
Balances September 30, 1999 11,908,000 11,908 121,752 (132,671) 989
</TABLE>
The accompanying notes are an integral part
Of these financial statements
Page F-4
NETJ.COM CORP
STATEMENTS OF CASH FLOW (UNAUDITED)
For the fiscal years ended December 31, 1997 and 1998
And the period ended September 30, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
September 30, December 31,
1999 1998 1997
Operating Activities
Net Income(loss) -5,400 -29,777 -92,374
Less items not effecting cash
flow:
organization costs 400 -0- -0-
amortization -0- 240 240
Total working capital (used) -5,000 -29,537 -92,134
Financing activities
Proceeds from Sale
of Common Stock 660 -0- 127,000
(Increase) in accounts receivable -660 -0- -0-
Increase(Decrease) in working -5,000 -29,537 34,866
capital
Cash at beginning of Period 5,329 34,866 -0-
Cash at end of Period 329 5,329 34,866
</TABLE>
The accompanying notes are an integral part
Of these financial statements
Page F-5
NETJ.COM CORP
NOTES TO FINANCIAL STATEMENTS
for the years ended December 31, 1997 and 1998
and the period ended September 30, 1999
1-FORMATION AND OPERATIONS OF THE COMPANY
NetJ.com Corp. (the "Company") was incorporated on August 24, 1995 as
Professional Recovery Systems, Inc. in the State of Texas and subsequently
reincorporated in Nevada on January 23, 1998 with the intent of initiating an
agency for the collection of past due accounts in the medical field. The
Company is authorized to issue 50,000,000 Common Shares each with a par value of
$0.001. In 1997 the Board of Directors and Shareholders of the Company
authorized the issuance of a minimum of 5,000,000, and a maximum of 5,500,000 of
its Common Shares in a Regulation D, 504 offering. As of the date of these
statements, 11,908,000 shares have been issued pursuant to that offering and
additional 504 offerings.
On July 16, 1999, the Company changed its corporate name to NetBanx.com
Corp., and on November 2, 1999, subsequent to the date of these statements, the
Company changed its corporate name again to NetJ.com Corp. No change of
control or management, acquisition, merger or combination accompanied either of
these corporate situs or name changes. 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. The second name change was
occasioned by the discovery of a conflict with the name of another unrelated
company.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are maintained
and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year for accounting and tax purposes is
December 31.
(c) ORGANIZATION COSTS
The Company incurred $1,200 of organization costs in 1995. These costs,
which were paid by shareholders of the Company and which were exchanged for
6,000,000 shares of common stock which was valued by management at $1,200. On
January 1, 1999, due to changes in accounting principals, remaining organization
costs were expensed.
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash Flows,
Cash Equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.
Whenever cash amounts are to be included on the Company's Statements of Cash
Flow, however, they will be comprised exclusively of cash.
page F-6
NetJ.com Corp.
Notes to Financial Statements
for the years ended December 31, 1997 and 1998
and the period ended September 30, 1999
continued
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and all of its records are located at 3131 Southwest
Freeway, Suite 46, Houston, Texas 77098.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its officers
or directors. Officers of the Company will be reimbursed for out-of-pocket
expenses and may be compensated for the time they devote to the Company. In
addition, Officers may receive compensation for services performed on behalf of
the Company. The terms of any such compensation will be determined on the basis
of the nature and extent of the services which may be required and will be no
less favorable to the Company than the charges for similar services made by
independent third parties who are similarly qualified. No officer or director
is required to make any specific amount or percentage of his business time
available to the Company.
4-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 50,000,000 shares of common stock having a
par value of $0.001. In August 1995, 6,000,000 shares of Common Stock, were
issued in exchange for organizational costs which were valued by management at a
total of $1,200. During 1997, 5,080,000 shares were issued in exchange for
$127,000 in cash. During 1999, 33,000 shares were issued in exchange for $660 in
cash. During 1999, 795,000 shares were issued in exchange for services rendered
which were valued by management at $15,900. On July 14, 1999, the Company
authorized a 5 for 1 forward split of its common shares. For purposes of
clarity, all share amounts and par values have been stated as if the new
capitalization had been in effect since inception.
page F-7
