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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)
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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
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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 June 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: 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 June 30, 2000, the number of shares outstanding of the Registrant's Common
Stock was 11,908,000.
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 FQ2-00) for the six
months ended June 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 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 dependant upon raising capital to continue operationsIt 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 $674,910 as of the date of this report, June 30, 2000.
2
<PAGE>
SELECTED FINANCIAL INFORMATION
<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
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
shareholder is expected to advance those fees which are not appropriate for
settlement, compensation or reimbursement in stock. The Principal Shareholder
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.
3
<PAGE>
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
None
ITEM 6. REPORTS ON FORM 8-K
None
EXHIBIT INDEX
Exhibit FQ2-00 Financial Statements (Un-Audited) for the six months ended
June 30, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form
10-QSB Report for the Quarter ended June 30, 2000, has been signed below by the
following person on behalf of the Registrant and in the capacity and on the date
indicated.
Dated: June 30, 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
4
<PAGE>
--------------------------------------------------------------------------------
EXHIBIT FQ2-00
UN-AUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------
5
<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, December 31,
2000 1999
(Unaudited)
-------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,484 $ 329
--------- -------------
Total Current Assets . . . . . . . . . . . . . . . . . . 5,484 329
========= =============
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . $ 5,484 $ 329
========= =============
LIABILITIES & STOCKHOLDERS' EQUITY
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.
6
<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
<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.
7
<PAGE>
NETJ.COM CORP.
STATEMENTS OF CASH FLOW (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>
From inception on
March 25,1998
through
June 30, 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
Cash (decrease) from creation of account receivable. 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
================= ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
<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.
9
<PAGE>
