--------------------------------------------------------------------------------
Wendy Paige
PRESIDENT
NetJ.com, Corp.
24843 Del Prado, #318
Dana Point, CA 92629
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
--------------------------------------------------------------------------------
WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
34700 Pacific Coast Highway, Suite 303
Capistrano Beach, CA 92624
(949) 248-9561
fax (949) 248-1688
--------------------------------------------------------------------------------
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF
1934
FOR THE QUARTER ENDED September 30, 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: 12,008,000
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, 2000, the number of shares outstanding of the Registrant's
Common Stock was 12,008,000.
1
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are consolidated
unaudited financial statements (under cover of Exhibit FQ3-00) for the nine and
three months ended September 30, 2000.
ITEM 2. 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. Our plan for the
next twelve months will be to resume and continue our search for an acquisition
target.
CASH REQUIREMENTS. We have not engaged in any material operations or had
any significant 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: maintaining the
Company in good standing with a valid corporate franchise in the State of
Nevada, such expenses as may arise from the effectiveness of this 1934 Act
Registration of its common stock, and such expenses as may arise in connection
with review and consideration of potential acquisition target. 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 and legal and
financial reviews. 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 dependent 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 $1,187,833 as of the date of this report, September 30, 2000.
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
3RD QUARTER. Inception
May 19,
1999
Operations . July 1 to Sept 30 January 1 to Sept 30 To Sept 30
2000 1999 2000 1999 2000
-----------------------------------------------------------------------------------------------------
Misc Revenues:. . . . . . 300 0 300 0 0
Total Revenues . . . . . 300 0 300 0 0
Amortization. . . . . . . 0 0 0 0 0
Organization. . . . . . . 0 0 0 0 0
General & Administrative. 282,084 2,135 984,949 4,885 1,188,133
Travel. . . . . . . . . . 0 0 0 0 0
Misc. . . . . . . . . . . 0 0 0 0 0
Total Expenses . . . . . 282,084 2,135 984,949 4,885 1,188,133
Net (Loss). . . . . . . . (281,784) (2,135) (984,649) (4,885) (1,188,133)
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
THREE QUARTER
COMPARISONS
Operations Quarters 2000 1999
3rd . . 2nd 1st 9 Months One Year
-------------------------------------------------------------------------------------------
Revenues: . . . . . . . . . $ 300 $ 0 $ 0 $ 300 $ 0
Total Revenues . . . . . . 300 0 0 300 0
Amortization
Organization. . . . . . . . 0 0 0 0 (400)
General and Administrative. (282,084) (281,200) (421,665) (984,949) (80,313)
Travel
Misc
Total Expenses . . . . . . (282,084) (281,200) (421,665) (984,949) (80,713)
Net (Loss). . . . . . . . . (281,784) (281,200) (421,665) (984,649) (80,713)
</TABLE>
Our expenses recorded a net loss during this third quarter of $281,784, as
compared to only $2,135 for the corresponding quarter of 1999. The comparison
for the first half was $984,649 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
3
<PAGE>
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 maintain 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, and currently. 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
shareholders is expected to advance those fees which are not appropriate for
settlement, compensation or reimbursement in stock. The Principal Shareholders
may advance 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.
PART II: OTHER INFORMATION
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
2000 STOCK PLAN. On September 14, 2000, the Company adopted the NetJ.com
Corp. 2000 Stock Plan for the issuance of up to 3,000,000 shares of the
Company's common stock. The shares underlying the options granted in the 2000
Stock Plan have been registered pursuant to the filing of a Registration
Statement on Form S-8. Pursuant to the 2000 Stock Plan, options were granted to
Directors of the Company, Wendy Paige, Simon Blackman, and James Melillo, in the
amounts as shown in the Form S-8 filing which is incorporated herein by
reference. (See Notes to the Financial Statements)
4
<PAGE>
ITEM 6. REPORTS ON FORM 8-K
None
EXHIBIT INDEX
Exhibit FQ3-00 Financial Statements (Un-Audited) for the nine and three
months ended September 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-QSB Report for the Quarter ended September 30, 2000, has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.
Dated: November 14, 2000
NETJ.COM CORP
(formerly NETBANX.COM CORP.)
(formerly PROFESSIONAL RECOVERY SYSTEMS, INC.)
by
/s/Wendy Paige /s/Simon Blackman
Wendy Paige Simon Blackman
president/director secretary/director
/s/James Melillo
James Melillo
Director
5
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT FQ3-00
UN-AUDITED FINANCIAL STATEMENTS
FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000
--------------------------------------------------------------------------------
6
<PAGE>
NETJ.COM CORP.
BALANCE SHEETS
For the fiscal year ended December 31, 1999
And the period ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
September 30,
2000 December 31,
(Unaudited). 1999
---------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,438 $ 329
---------------------------------------------------------------------------------------
Total Current Assets . . . . . . . . . . . . . . . . . 4,438 329
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 4,438 $ 329
=======================================================================================
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 847,935 $ 59,413
---------------------------------------------------------------------------------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . 847,935 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). . . . . . . . . . . . . (1,187,833) (203,184)
---------------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . (843,497) (59,084)
---------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . $ 4,438 $ 329
=======================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE>
NETJ.COM CORP.
STATEMENT OF OPERATIONS
for the periods ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception on
From July From July From January From January August 24,1995
1, 2000 to. 1, 1999 to 1, 2000 to 1, 1999 to through
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000
-----------------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . . $ 300 $ 0 $ 300 $ 0 $ 0
-----------------------------------------------------------------------------------------------------------------
Expenses
General and Administrative. (282,084) (2,135) (984,949) (4,885) (1,188,133)
-----------------------------------------------------------------------------------------------------------------
Net Loss from Operations. . (281,784) (2,135) (984,649) (4,885) (1,188,133)
Net Income (Loss) . . . . . ($281,784) ($2,135) ($984,649) ($4,885) ($1,188,133)
=================================================================================================================
Loss per Share. . . . . . . ($0.02364) ($0.00018) ($0.08269) ($0.00042) ($0.11428)
=================================================================================================================
Weighted Average
Shares Outstanding. . . 11,922,130 11,616,200 11,908,000 11,616,200 10,397,042
=================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
8
<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 year ended December 31, 1995 through 1999
And the period ended September 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated
Common Par Paid-In Equity Subscription
Stock Value Capital (Deficit) Receivable
-------------------------------------------------------------------------------------------------
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 0
Net gain (loss) for year 1995 . . 0 0 0 (80) 0
-------------------------------------------------------------------------------------------------
Balances December 31, 1995. . . . 6,000,000 6,000 (4,800) (80) 0
Net gain (loss) for year 1996 . . 0 0 0 (240) 0
-------------------------------------------------------------------------------------------------
Balances December 31, 1996. . . . 6,000,000 6,000 (4,800) (320) 0
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) 0
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) 0
Common Stock issued for cash
at $0.10 per share . . . . . 33,000 33 627 0 (660)
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) (660)
Common Stock issued for cash
at $2.00 per share . . . . . 100,000 100 200,136 0 0
Net gain (loss) for the period
ended September 30, 2000 . . 0 0 0 (984,649) 0
-------------------------------------------------------------------------------------------------
Balances September 30, 2000 . . . 12,008,000 12,008 332,988 (1,187,833) (660)
=================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
9
<PAGE>
NETJ.COM CORP.
STATEMENT OF CASH FLOWS (UNAUDITED)
For the periods ended September 30, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
August 24,1995
through
September 30, September 30,
2000 1999 2000
-----------------------------------------------------------------------------------------------------
Operating Activities
Net Income (Loss) . . . . . . . . . . . . . . . . . ($984,649) ($2,135) ($1,187,833)
Shares issued for services. . . . . . . . . . . . . 0 0 15,900
Items not effecting cash (amortization) . . . . . . 0 400 1,200
Cash increase from creation of account payable. . . 788,522 3,244 847,935
-----------------------------------------------------------------------------------------------------
Net Cash from Operations. . . . . . . . . . . . . . (196,127) 1,509 (322,798)
Financing activities:
Cash infused from sale/issuance of common stock . . 200,236 3,000 327,236
-----------------------------------------------------------------------------------------------------
Cash increase (decrease) from financing activities. 200,236 3,000 327,236
Net increase (decrease) in cash . . . . . . . . . . 4,109 4,509 4,438
Beginning Cash. . . . . . . . . . . . . . . . . . . 329 11,747 0
Cash as of Statement Date . . . . . . . . . . . . . $ 4,438 $ 16,256 $ 4,438
=====================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
10
<PAGE>
NETJ.COM CORP
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and the periods ended September 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 nine months ended September 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.
OPTIONS TO PURCHASE SHARES
Options to purchase shares of the Company's common stock have been granted to
Wendy Paige and Simon Blackman for 1,000,000 shares each, and to James Melillo
for 250,000 shares at a purchase price of $1.15 per share, in accordance with
and subject to the terms and conditions of the NETJ.com 2000 Stock Plan adopted
on September 14, 2000. The shares underlying the options have been registered
pursuant to a Registration Statement filed on Form S-8. These options are
exercisable in whole or in part, and upon payment in cash or cancellation of
fees, or other forms of payment acceptable to the Company, to the offices of the
Company at 24843 Del Prado, Suite 318, Dana Point, CA 92629. The Options must be
exercised by the optionee on or before September 13, 2010.
Unless otherwise set forth in a separate written agreement, in the event that
Optionee's employee or consultant status with the Company or any of its
subsidiaries ceases or terminates for any reason whatsoever, including, but not
limited to, death, disability, or voluntary or involuntary cessation or
termination, these Grant of Options shall terminate with respect to any portion
of these Grant of Options that has not vested prior to the date of cessation or
termination of employee or consultant status, as determined in the sole
discretion of the Company. In the event of termination for cause, these Grant of
Options shall immediately terminate in full with respect to any un-exercised
options, and any vested but un-exercised options shall immediately expire and
may not be exercised. Unless otherwise set forth in a separate written
agreement, vested options must be exercised within six months after the date of
termination (other than for cause), notwithstanding the Expiration Date set
forth above.
11
<PAGE>
