NETJ COM CORP, 10SB12G/A, 2000-07-14

NETJ COM CORP
10SB12G/A, 2000-07-14
NON-OPERATING ESTABLISHMENTS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB-A3

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

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

The following Securities are to be registered pursuant to Section 12(g) of the
Act:

CLASS-A COMMON VOTING EQUITY STOCK
("COMMON STOCK")

June 30, 2000

Exhibit Index is found on page 40

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PART I

UNNUMBERED INTRODUCTION

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 had 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.

We believe we have identified an acquisition target. Information and
disclosure about our proposed acquisition is provided in this Form 10-SB-A3.
(Please Note: our last previous and second filing was entitled Form 10-SB, under
our current name, and not Form 10-SB-A1.)

ITEM 1. DESCRIPTION OF BUSINESS.

(A) BUSINESS DEVELOPMENT.

(1) FORM AND YEAR OF ORGANIZATION. 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
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.
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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.

<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,
to a single Founder, J. Dan Sifford Jr
[Section 4(2) of the 1933 Securities Act] . . . . . . . . 6,000,000 1,200,000
11 sophisticated investors at $0.125
(Rule 504) 7/7/97 . . . . . . . . . . . . . . . . . . . . 5,080,000 1,016,000
1 sophisticated investor at $0.10
(Rule 504) 6/9/98 . . . . . . . . . . . . . . . . . . . . 33,000 6,600
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)
--------------------------------------------------------------------------------
</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
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.

(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date. However, Special Securities Counsel served briefly as our Custodian,
during a change of management, for non-financial reasons. Please refer to Item
2, Management's Discussion and Analysis for further information.
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(3) REPORTING UNDER THE 1934 ACT. Following our effectiveness of 1934 Act
Registration of our common stock, certain periodic reporting requirements are
applicable to our corporation. First and foremost, a 1934 Registrant is required
to file an Annual Report on Form 10-K or 10-KSB, 90 days following the end of
its fiscal year. The key element of such annual filing is Audited Financial
Statement prepared in accordance with standards established by the Commission. A
1934 Act Registrant also reports on the share ownership of affiliates and 5%
owners, initially, currently and annually. In addition to the annual reporting,
a Registrant is required to file quarterly reports on Form 10-Q or 10-QSB,
containing audited or un-audited financial statements, and reporting other
material events. Some events are deemed material enough to require the filing of
a Current Report on Form 8-K. Any events may be reported currently, but some
events, like changes or disagreements with auditors, resignation of directors,
major acquisitions and other changes require aggressive current reporting. All
reports are filed and become public information. The practical effects of the
foregoing requirements on the criteria for selection of a target company are
two-fold: first, the target must have audited or auditable financial statements,
and the target must complete an audit for filing promptly upon the consummation
of any acquisition; and, second, that the target management must be ready,
willing and able to carry forth those reporting requirements or face de-listing
from the OTCBB, if listed, and delinquency and possible liability for failure to
report.

(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.
We have recently identified a probable acquisition target and announced it in a
news release dated March 9, 2000. There is no assurance that this acquisition
will close on schedule, and it may not close at all. We think it will close, but
no guaranties of future events can be provided.

(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 disclosure was as follows:

"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
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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."

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 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,
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
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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 CONSULTANT. Our Principal Consultant provides
and 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 Consultant over and above it hourly billings.

LOAN FINANCING NOT ANTICIPATED. There are no foreseeable circumstances
under which loan financing will be sought or needed during our present
development stage.

DEPENDENCE ON MANAGEMENT. This Company is required to rely on Management's
skill, experience and judgement, both in regard to extreme selectivity, and in
any final decision to pursue any particular business venture, as well as the
form of any business combination, should agreement be reached at some point to
acquire or combine. Please see Item 2 of this Part, Managements Discussion and
Analysis or Plan of Operation, and also Item 7 of this Part, Certain
Relationships and Related Transactions.

(1) PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS. None.

(2) DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES. None.

(3) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE. None.

(4) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. 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
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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. Please See the Item 2 of this part, Management Discussion and Analysis,
for more information and disclosure.

(5) SOURCES OF AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF
PRINCIPAL SUPPLIERS. Not Applicable.

(6) DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS. Not Applicable.

(7) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS OR LABOR CONTRACTS. None.

(8) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. Not Applicable.

(9) EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE
BUSINESS. Not Applicable. However, this issuer would expect to maintain its
corporate status with the State of its incorporation, and would file its tax
returns and reports required to be filed with the Commission. This issuer wishes
to report and provide disclosure voluntarily, and will file periodic reports in
the event that its obligation to file such reports is suspended under the
Exchange Act. If and when this 1934 Act Registration is effective and clear of
comments by the staff, this issuer 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. In connection with such submission and any continuation on the OTCBB, we
would expect to comply with NASD regulations, to the extent that any such
regulations are applicable to the conduct of the our affairs.

(10) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.

(11) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable

(12) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have three
Officers and Directors. James J Melillo was added to the board as a Director on
March 3, 2000.

(13) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. None. We
have encountered no Year 2000 problems or issues.

(D) RISK FACTORS. In any business venture, there are substantial risks
specific to the particular enterprise and which cannot be ascertained until a
potential acquisition, reorganization or merger candidate has been identified;
however, at a minimum, out present and proposed business operations will be
highly speculative and subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.

(1) GENERAL UNCERTAINTIES. Regardless, the results of operations of any
specific entity may not necessarily be indicative of what may occur in the
future, by reason of changing market strategies, plant or product expansion,
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changes in product emphasis, future management personnel and changes in
innumerable other factors. Further, in the case of a new business venture or one
that is in a research and development mode, the risks will be substantial, and
there will be no objective criteria to examine the effectiveness or the
abilities of its management or its business objectives. Also, a firm market for
its products or services may yet need to be established, and with no past track
record, the profitability of any such entity will be unproven and cannot be
predicted with any certainty. Management or its legal counsel and authorized
representatives will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management and minimal
resources to engage others, these activities may be limited. We are unable to
predict the time as to when and if it may actually participate in any specific
business endeavor. We anticipate that proposed business ventures will be made
available to us through personal contacts of directors, executive officers and
principal stockholders, professional advisors, broker-dealers in securities,
venture capital personnel, members of the financial community and others who may
present unsolicited proposals. Nevertheless, there can be no assurance that we
will be successful in locating a business with which to merge or to acquire. In
certain cases, We may agree to pay a finder's fee or to otherwise compensate the
persons who submit a potential business endeavor in which the Company eventually
participates. Such persons may not include out directors, executive officers,
beneficial owners or their affiliates. In this event, such fees may become a
factor in negotiations regarding a potential acquisition.

(2) EXTREMELY LIMITED ASSETS; NO SOURCE OF REVENUE. Any corporation
without business, substantial assets or sources of revenue are at risk for
uncertain contingencies. The Company has virtually no assets and has had no
revenue for the past fiscal years or to the date hereof. Nor will the Company
receive any revenues until it completes an acquisition, reorganization or
merger, at the earliest. It follows that the issuer will be dependent upon
management and management consultants to provide services, and possible advances
for filing fees, legal, professional and auditing fees, and to do so by either
deferring reimbursement and compensation, or by accepting such reimbursement and
compensation in the form of common stock. The Company can provide no assurance
that any acquired venture will produce any material revenues for the Company or
its stockholders or that any such venture will operate on a profitable basis.
Except as indicated, in this paragraph, and under the caption "Management's
Discussion and Analysis or Plan of Operation," Part I, Item 2, herein, there are
no plans, proposals, agreements or understandings with respect to the sale or
issuance of additional securities by the Company prior to the location of an
acquisition or merger candidate or over the next twelve month period.

(3) DISCRETIONARY USE OF PROCEEDS; "BLANK CHECK" COMPANY. Because we are
not currently engaged in any substantive business activities, as well as
management's broad discretion with respect to the acquisition of assets,
property or business, the Company may be deemed to be a "blank check" company.
The acquisition of a Target company may involve offerings of securities or debt
based upon the specific conditions, business plan and prospects of such a Target
company. There can be no assurance at this time that, subject to the criteria
identified above, such proceeds will not otherwise be designated for any
specific purpose. We can provide no assurance that any allocation of such
proceeds will allow it to achieve its business objectives to achieve
profitability for existing of future shareholders.

(4) COMPETITION. Management believes that there are literally thousands
of "blank check" companies, many of which may have substantially greater
financial and management resources and capabilities, which are searching for
similar business opportunities. Each of these entities will present competition
to the Company in its search for a suitable transaction candidate. This highly
competitive environment may make it more difficult for the Company to locate and
enter into a reorganization transaction with a suitable company.
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(5) ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE
ACQUISITIONS. Because the Company has not yet identified any assets, property or
business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision of whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly to
the public. We can provide no assurance that any investment in the Company will
not ultimately prove to be less favorable than such a direct investment.

(6) UNSPECIFIED INDUSTRY AND ACQUIRED BUSINESS; UNASCERTAINABLE RISKS. To
date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may invest. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

(7) UNCERTAINTY AS TO ABILITY TO LOCATE SUITABLE BUSINESS. We anticipate
that proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker-dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. Nevertheless, there can be no assurance that the Company will be
successful in locating a business with which to merge or to acquire.

(8) UNCERTAIN STRUCTURE OF ACQUISITION. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business, except as may
be mentioned in Part I, Item 2 of this Registration Statement. Accordingly, it
is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition. However, because the Company
has virtually no resources as of the date of this Registration Statement,
management expects that any such acquisition would take the form of an exchange
of capital stock.

(9) STATE RESTRICTIONS ON "BLANK CHECK" COMPANIES. A majority of states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders or use "merit review powers" to exclude
securities offerings from their borders in an effort to screen out offerings of
highly dubious quality. We intend to comply fully with all state securities
laws, and plans to take the steps necessary to ensure that any future offering
of its securities is limited to those states in which such offerings are
allowed. However, these legal restrictions may have a material adverse impact on
out ability to raise capital because potential purchasers of out securities must
be residents of states that permit the purchase of such securities. These
restrictions may also limit or prohibit stockholders from reselling shares of
out common stock within the borders of regulating states.

(10) POSSIBLE TERMINATION OF FILINGS UNDER THE 1934 ACT. We have
determined to register its securities under the 1934 Act on a voluntary basis.
Several factors may cause the Company to terminate such filings. These include,
for example, inability to locate a suitable merger or acquisition candidate and
lack of sufficient funds to pay for audited financial statements and filing
support; or the termination of the requirement that companies seeking a listing
on NASDAQ or a national securities exchange make such filings. In the event that
it decides to terminate its filings under the 1934 Act, stockholders will be at
a disadvantage in obtaining current information about the Company and its
financial status. In addition, holders of "unregistered" and "restricted"
securities who wish to sell them under Rule 144 of the Commission may find it
more difficult to sell such securities because it will be more difficult to
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determine whether current information about we are publicly available, as
required by Rule 144(c).

(11) DEPENDENCE ON MANAGEMENT. We will be entirely dependent upon its
management in locating any suitable acquisition or merger candidate. The Company
has no employment agreements with management and does not maintain "key man"
life insurance for such individuals.

(12) MANAGEMENT TO DEVOTE INSIGNIFICANT TIME TO ACTIVITIES OF THE
COMPANY. Members of out management are not required to devote their full time to
the affairs of the Company. Because of their time commitments, as well as the
fact that the Company has no business operations, the members of management
anticipate that they will devote less than 10% of their working hours to the
activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.

(13) LOSS OF CORPORATE CONTROL. Due to the fact that the Company has no
assets, management anticipates that any merger or acquisition transaction will
require the Company to issue shares of its common stock as the sole
consideration for such transaction. Such an issuance would almost certainly
result in a change in control of the Company and may also result in substantial
dilution of the shares of current stockholders.

(14) VOTING CONTROL. Due to its ownership of a majority of out
outstanding voting securities, Management has the ability to elect all of out
directors, who in turn elect all executive officers, without regard to the votes
of other stockholders. See Part I, Item 4.

(15) NO MARKET FOR COMMON STOCK; NO MARKET FOR SHARES. Although the
Company intends to maintain its listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; and there can be no assurance that
such a market will ever develop or be maintained. Any market price for shares of
common stock of we are likely to be very volatile, and numerous factors beyond
the control of the Company may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of out common stock in any market that may develop. There has been no
"established public market" for out common stock during the past years and to
date. At such time as the Company completes an acquisition, reorganization or
merger transaction, if at all, it may attempt to qualify for listing on either
NASDAQ or a national securities exchange. However, at least initially, any
trading in its common stock will most likely be conducted in the
over-the-counter market in the "Pink Sheets" or the OTC Bulletin Board of the
NASD.

(16) RISKS OF "PENNY STOCKS". Our 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 out common stock
are urged to obtain and read such disclosure carefully before purchasing any
shares that are deemed to be "penny stock."
10
<PAGE>

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
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
out common stock to resell their shares to third parties or to otherwise dispose
of them.

ITEM 2. MANAGEMENTS 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 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 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
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. 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.

11
<PAGE>

(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 have accumulated a deficit
calculated of $203,184 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, this Registrant 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.

(C) LIQUIDITY. We 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. 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 3. DESCRIPTION OF PROPERTY.

We have no property and enjoys 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
12
<PAGE>

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. These costs are reflected
on our financial statements.

ITEM 4. 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.

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 President . . . . . . . . . -0- 0.00 0.00
5 Eghams Court
Boston Drive
Bourne End Bucks SL8 5YS
-------------------------------------------------------------------------------------------
Simon Blackman Secretary and Treasurer. -0- 0.00 0.00
5 Eghams Court
Boston Drive
Bourne End Bucks SL8 5YS
-------------------------------------------------------------------------------------------
James J. Melillo Director . . . . . . . . . . . -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 7,035,000 59.08
3131 Southwest Freeway
Suite 46
Houston, Texas 77098
-------------------------------------------------------------------------------------------

13
<PAGE>

-------------------------------------------------------------------------------------------
Laurencio Jaen O., Former Officer (1) . . . . . -0- 0.00 7,035,000 59.08
P. O. Box 8807
Panama City 5
Republic of Panama
-------------------------------------------------------------------------------------------
Intrepid International, S.A. (1). . . . . . . . 345,000 2.90 7,035,000 59.08
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 the former officers, Intrepid
International, and HJS Financial Services, Inc, 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. Mr. Kirt W. James and Mr. J. Dan Sifford
have dispositive control of shares owned by Intrepid. Mr. Jaen O. is an
affiliate of Intrepid. Mr. James has dispositive control of the shares owned by
HJS. Please see Item 7, Relationships and Transactions, for more disclosure
about Intrepid and its owners, officers and persons.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

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
14
<PAGE>

United States Managing Director for Intrepid International, S.A. (Panama), 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.

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, 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 ( 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 consultant service 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).

James J. Melillo, age 49, serves as a director. He has been the CEO of The
Executive Conversation, Inc("TEC"), a high technology training and consulting
firm since 1996. He is the author of The Executive Conversation, TEC2, and the
Channel MBA. He consults and presents to major technology firms approximately
100 days a year before all size audiences. TEC's current clients include Intel,
Cisco, Seibel, Oracle, Nortel, Hewlett Packard and Lucent worldwide. Prior to
TEC, he was president of RCL Northwest a regional investment bank and registered
broker dealer specializing in mid cap stocks and debt instruments. Projects
include assisting with the merger of a third market UK company with a NASD
15
<PAGE>

listed firm, raising debt and equity for multiple firms on the West Coast of the
United States as well as multiple IPO's. As CFO and a Board Member of National
Pizza Company he did one of the first "roll ups" taking this franchisee public
while negotiating a Revenue Ruling with IRS and creating a tax-free dividend for
the founders. He brought the company public and was instrumental in building it
into the largest Pizza Hut franchises in the world. He worked for Marion Merell
Dow ($1+Billion) as Director for Strategic Planning and Technology Acquisitions.
He structured and or negotiated licenses or joint ventures with Dow
Pharmaceutical, (New Jersey); Hoechst Russel (France); Perstorp Chemical
(Sweden); Meridian Diagnostics (Ohio); Mitsubishi Biologicals (Japan) and
Analytic Systems, (California). He also worked with the Kansas City Royals
(Missouri) and managed a $400,000,000 portfolio for the founder of Marion
Laboratories and the owner of the Kansas City Royals Baseball Team. Prior to
that he worked for The Boston Consulting Group. His major clients included Smith
Kline, OMC/Evinrude, Corning Fiber Optics and Alpha-Philco. Mr. Melillo has a BA
in Philosophy from Sarah Lawrence, an MA-Economics from the University of
Pittsburgh, and an MBA from Columbia University. He has lectured on Strategy,
Boston Consulting Group, Finance and other topics at Columbia University, Kansas
University School of Business, Avila and Rockhurst College.

ITEM 6. EXECUTIVE COMPENSATION.

Since the inception of this corporation, we have paid no to 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 wholly-owned subsidiary, Intrepid
International Ltd. ("Intrepid US"). They are or may be indirectly benefited by
that certain Financial Services Agreement, Exhibit 10.1., 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, pursuant to that certain Special
Counsel Agreement, attached as Exhibit 10.2. 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.

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.

These billings by Intrepid are reflected on our financial statements, and
do reflect, in the opinion of management, and actual costs of doing business, on
terms no less favorable to us than would have been the cost of obtaining such
services from third parties.

16
<PAGE>

Wendy Paige (Director, President) and Simon Blackman
(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 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

We have disclosed that our former Officers and Directors are Officers or
Directors of a Principal Shareholder, Intrepid International S.A. ("Intrepid
Panama") and/or its United States wholly-owned subsidiary, Intrepid
International Ltd. ("Intrepid US"). They are or may be indirectly benefited by
that certain Financial Services Agreement, Exhibit 10.1. by which Intrepid bills
this Corporation, on a time/fee basis, with varying hourly rates for various
personnel levels. We have also disclosed that 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 pursuant to that certain Special
Counsel Agreement, attached as Exhibit 10.2.

17
<PAGE>

PART II

ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER 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> <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
---------------------------------------------------------------------
</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.

(B) HOLDERS. There are about 50 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.

ITEM 2. LEGAL PROCEEDINGS.

There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.

There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

Provided in this Item is disclosure of Recent Sales of Unregistered
Securities: (a) The date, title and amount of securities sold; (b) There were no
underwriters, under writings or commissions. The small business issuer not
having publicly offered any securities, the persons or class of persons to whom
the small business issuer sold the securities; (c) For securities sold for cash,
the total offering price; for securities sold other than for cash, the
transaction and the type and amount of consideration received by the small
business issuer; (d) The Section of the Securities Act or the rule of the
Commission under which the small business issuer claimed exemption from
registration and the facts relied upon to make the exemption available; (e) No

18
<PAGE>

securities sold are convertible or exchangeable into equity securities, or are
warrants or options representing equity securities.

The following presentation of placement of securities occurred before the 1
to 5 forward split of July 14, 1999.

--------------------------------------------------------------------------------
Date Title Exemption Price Amount Cash
--------------------------------------------------------------------------------
8/24/1995 Common Stock 4(2) $1,200.00 1,200,000 No.
Founders shares, issued at par value, for organizational costs, to a single
Founder, J. Dan Sifford Jr.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Date Title Exemption Price Amount Cash
--------------------------------------------------------------------------------
7/7/97 Common Stock Rule 504 $0.125 1,016,000 $127,000
--------------------------------------------------------------------------------
The Offering was opened on June 24, 1997 and closed July 7, 1997, to a limited
number of persons
with pre-existing relationships with management. 11 sophisticated investors,
with preexisting
relationships with management, were the purchasers. These sophisticated
investors had, and these
relationships afforded, the kind and sort of information about the Registrant
which registration would
have provided. The offering was extended to such 11 persons, and all 11 offerees
subscribed.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Date Title Exemption Price Amount Cash
--------------------------------------------------------------------------------
6/9/98 Common Stock Rule 504 $0.05 6,600 $330.00
--------------------------------------------------------------------------------
Sold informally on an unsolicited basis to a single sophisticated investor, with
preexisting
relationships to Management, and who was provided, informally, with the kind and
sort of information
about the Registrant which registration would have provided. That single
investor was Vegas
Publications, Inc. No publication, public announcement or shareholder
solicitation by or for this
Registrant was involved in this investment, and no additional shares were
solicited to placed or were
placed by this Registrant in connection with this investment by Vegas
Publications.
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Date Title Exemption Price Amount Cash
--------------------------------------------------------------------------------
6/9/98 Common Stock Rule 504 $0.10 90,000 No.
--------------------------------------------------------------------------------
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 HJS Financial
Services, Inc., a sub-
contractor of Intrepid International S.A./ Intrepid International Ltd. Please
see Exhibit 6.1.
--------------------------------------------------------------------------------

On or about July 14, 1999, the Registrant directed a five for one forward
split of it common stock. There have been no issuances since that direction, and
all numbers reported above were pre-split numbers. The following table
co-ordinates the forgoing by translation into post-split numbers.

<TABLE>
<CAPTION>
<S> <C>
Issuances/Exemptions from 1933 Act . . . . . . . . . . . . Shares
-----------------------------------------------------------------------
Registration after 1 to 5 Forward Split
Founders shares, at par value, for organizational costs, . 6,000,000
to a single Founder, J. Dan Sifford Jr
[Section 4(2) of the 1933 Securities Act]
-----------------------------------------------------------------------
11 sophisticated investors on about July 7, 1997 at. . . . 5,080,000
0.125 (Rule 504)
-----------------------------------------------------------------------
1 sophisticated investor, June 9, 1998, at $0.10 (Rule 504) 33,000
For services valued at $9,000.00 (Rule 504) 1/22/99. . . . 450,000
For services valued at $6,900.00 (Rule 504) 3/3/99 . . . . 345,000
Total Common Stock Issued and Outstanding. . . . . . . . . 11,908,000
(Before the forward Split of July 14, 1999)
-----------------------------------------------------------------------
</TABLE>

ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

There is no provision in the Articles of Incorporation, now the By-Laws of
the Corporation, nor any Resolution of the Board of Directors, providing for
indemnification of Officers or Directors. The Registrant is aware of certain
provisions of the Nevada Corporate Law which affects indemnity of Officers or
Directors. NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.

The Remainder of this Page is Intentionally left Blank

20
<PAGE>

PART F/S

(A) SELECTED FINANCIAL INFORMATION.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
8/24/95
to
8/31/99 12/31/98 12/31/97 12/31/99
--------------------------------------------------------------------------------
Total Assets . . . . . $ 329 $ 5,729 $ 34,866
Revenues . . . . . . . 0 0 0 0
Operating Expenses . . 80,713 29,777 92,374 203,184
Net Earnings or (Loss) (80,713) (29,777) (92,374) (203,184)
Per Share Earnings . . (0.01) (0.00) (0.01) (0.02)
or (Loss)
Average Common Shares. 11,701,000 11,080,000 7,905,000 8,537,200
Outstanding
--------------------------------------------------------------------------------
</TABLE>

(B) FINANCIAL STATEMENTS.
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS PAGE
F-1 Audited Financial Statements for the years ended December 31, 1999,
1998, 1997 22
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS PAGE
--------------------------------------------------------------------------------
F-2 Un-Audited Financial Statements for the three months ended March 31,
2000 33
--------------------------------------------------------------------------------

21
<PAGE>

F-1

AUDITED FINANCIAL STATEMENTS
FOR THE
YEARS ENDED DECEMBER 31, 1999, 1998, 1997

22
<PAGE>

NETJ.COM CORP
(formerly Professional Recovery Systems, Ltd.)
(a Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1999 and 1998

23
<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
Crouch, Bierwold & Chisholm
Salt Lake City, Utah
February 17, 2000

24
<PAGE>

NETJ.COM CORP
(a Development Stage Company)
Balance Sheets

ASSETS

December 31,
1999 1998
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

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable 59,413 0
Total Current Liabilities 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 Liabilities and
Stockholders' Equity $ 329 $ 5,729

The accompanying notes are an integral part of these financial statements
25
<PAGE>
NETJ.COM CORP
(a Development Stage Company)
Statements of Operations

August 24,
1995 (inception
of the
development
stage) to
For the years ended 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

The accompanying notes are an integral part of these financial statements
26
<PAGE>

NETJ.COM CORP
(a Development Stage Company)
Statement of Stockholders' Equity

Additional Deficit
Paid-in Accumulated
Capital During the
Common Stock (Discount on Developmen
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)

The accompanying notes are an integral part of these financial statements
27
<PAGE>

NETJ.COM CORP
(a Development Stage Company)
Statement of Cash Flows
August 24,
1995 (inception
of the
development
stage) to
For the years ended December 31, December 31,
1999 1998 1997 1999
--------------------------------------------------------------------------------
Cash Flows form 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

The accompanying notes are an integral part of these financial statements
28
<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.

29
<PAGE>

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
financing 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 continue searching for a viable business combination to
enter into. Funds will be provided by shareholders to cover the expenses of
registering the Company with the SEC and other administrative expenses, until a
merger candidate is located.

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. Until October, 1999 two officers
of Intrepid International also served as officers of the Company.

During 1999, the Company issued 345,000 shares of common stock to Intrepid
International Ltd for legal services rendered, and 450,000 shares to HJS
Financial Services, Inc. for accounting and financial consulting services. Both
companies are affiliates and employers of J. Dan Sifford Jr., an officer of the
Company.

NOTE 5 - Stockholders' Equity

In August 1995, the Company issued 6,000,000 shares of stock at $.0002 per share
to the Company's founder an President J. Dan Sifford, Jr., for organization
costs valued at $1,200.

In July 1997, the Company issued 5,080,000 shares at $.025 per share to private
investors for cash of $127,000.

During 1999, the Company also issued 33,000 shares of common stock at $.02 per
share for a subscription receivable of $660.

During 1999, the Company issued 795,000 shares of common stock at $.02 per share
to companies affiliated with J. Dan Sifford Jr. the President of the Company,
for services valued and invoiced in the amount of $15,900 (see Note 4)
.
All stock issuances to date have been valued at the market value of the
consideration received. The value of the Company's common stock is less
determinable due to its thinly traded nature.

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.

30
<PAGE>

NETJ.COM CORP
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1999 and 1998

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 29,777 92,374

31
<PAGE>

F-2

UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000

32
<PAGE>

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.

33
<PAGE>

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.

34
<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, 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.

35
<PAGE>

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.

36
<PAGE>

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

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

37
<PAGE>

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

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.

38
<PAGE>

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.

39
<PAGE>

PART III

ITEM 1. INDEX TO EXHIBITS.

Exhibit Index

Exhibit
Table
# Table Category / Description of Exhibit Page Number
--------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
2.1 Articles of Incorporation: (Texas) 36
2.2 Articles of Incorporation: (Nevada) 39
2.3 Articles of Merger: Change of Situs from Texas to Nevada 42
2.4 Articles of Amendment: (Nevada Name Change) 50
2.5 By-Laws 53
[6] INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
6.1 Specimen Certificate 62
[10] MATERIAL CONTRACTS
10.1 Financial Services Agreement 64
10.2 Special Counsel Agreement 69
--------------------------------------------------------------------------------

40
<PAGE>

SIGNATURES

In accordance with Section 12 of the Exchange Act, the registrant caused
this report to signed on its behalf by the undersigned, thereunto authorized.

Dated: June 30, 2000
NETJ.COM CORP

(formerly PROFESSIONAL RECOVERY SYSTEMS, INC.)

/s/Wendy Paige /s/James J. Melillo /s/Simon Blackman
Wendy Paige James J. Melillo Simon Blackman
president/director Director secretary/director

41
<PAGE>

EXHIBIT 2.1

ARTICLES OF INCORPORATION: TEXAS

42
<PAGE>

Articles of Incorporation
of
Professional Recovery Systems, Inc.

The undersigned natural person of the age of eighteen (18) years or more
acting as incorporator of a corporation under the Texas Business Corporation
Act, hereby adopts the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is Professional Recovery Systems, Inc.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLES THREE

The purpose for which the corporation is organized is the transaction of
any and all lawful business for which corporations may be incorporated under the
Texas Business Corporation Act.

ARTICLE FOUR

The corporation shall have authority to issue Twenty Million (20,000,000)
common shares. The par value of each share shall be One Mil ($.001) (One Tenth
of a Cent).

ARTICLE FIVE

The corporation will not commence business until it has received for the
issuance of shares consideration of the value of One Thousand Dollars
($1,000.00) consisting of money, labor due or property actually received.

ARTICLE SIX

The street address of its initial registered office is 3131 Southwest
Freeway, Suite 46, Houston, Texas 77098, and the name of its initial registered
agent at such address is Sheryl Ann Dodson.

ARTICLE SEVEN

The number of directors constituting the initial board of directors is One
(1), and the name and address of the person who is to serve as director until
the first annual meeting of the shareholders or until his successor is elected
and qualified is:

Sheryl Ann Dodson
3131 S.W. Freeway, #46
Houston, Texas 77098
43
<PAGE>

ARTICLE EIGHT

The name and address of the incorporator is:

Sheryl Ann Dodson
3131 S.W. Freeway, #46
Houston, Texas 77098

ARTICLE NINE

A director of the corporation is not liable to the corporation or its
shareholders or members for monetary damages for an act or omission in the
director's capacity as director, unless the act or omission involves a breach of
a director's duty of loyalty to the corporation or its shareholders or members;
or the act or omission is not in good faith or involves intentional misconduct
or a knowing violation of the law; or the director engages in a transaction from
which he receives an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or the act or
omission is one in which the liability of the director is expressly provided for
by statute; or the director engages in an act related to an unlawful stock
repurchase or payment of dividend.

ARTICLE TEN

The shareholders of the corporation shall not have a preemptive right to
acquire additional unissued or treasury shares of the corporation, or securities
of the corporation convertible into or carrying a right to subscribe to or
acquire shares.

ARTICLE ELEVEN

The shareholders of the corporation by this Article are hereby prohibited
from cumulatively voting their shares at any election for Directors.

Signed this 23rd day of August, 1995.

/s/ Sheryl Dodson
Sheryl Ann Dodson
Incorporator
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EXHIBIT 2.2

ARTICLES OF INCORPORATION: NEVADA

45
<PAGE>

ARTICLES OF INCORPORATION
OF
PROFESSIONAL RECOVERY SYSTEMS, LTD.

ARTICLE I. The name of the Corporation is PROFESSIONAL RECOVERY SYSTEMS,
LTD.

ARTICLE II. Its principal office in the State of Nevada is 774-180 Mays
Blvd, Incline Village NV 89451. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc.

ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.

ARTICLE IV. The corporation shall have authority to issue an aggregate of
50,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.

ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.

ARTICLE VI. The name and address of the Incorporator of the corporation is
William Stocker attorney at law, 28202 Cabot Road, Suite 300, Laguna Niguel CA
92677. The affairs of the corporation shall be governed by a Board of Directors
of not less than one (1) nor more than (7) persons. The Incorporator shall act
as Sole Initial Director.

ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.

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<PAGE>

ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.

I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,

Dated: January 20, 1998

/s/William Stocker
William Stocker
attorney at law
Incorporator

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<PAGE>

EXHIBIT 2.3

ARTICLES OF MERGER: CHANGE OF SITUS FROM TEXAS TO NEVADA

48
<PAGE>

ARTICLES OF MERGER AND SHARE EXCHANGE
BY WHICH

PROFESSIONAL RECOVERY SYSTEMS, INC.
(A TEXAS CORPORATION)

SHALL MERGE INTO AND EXCHANGE SHARES WITH

PROFESSIONAL RECOVERY SYSTEMS, LTD.
(A NEVADA CORPORATION)

FIRST, THE PLAN OF REORGANIZATION AND MERGER:

(1) That certain Plan of Reorganization and Merger, dated January 23, 1998, is
attached hereto and incorporated herein by this reference as though fully set
forth herein.

SECOND, INFORMATION RE SHAREHOLDER ACTION:

(2) Shareholder Action is not required, for the reason that the former
shareholders and the resulting shareholders are the same without dilution or
change, and that the exchange of shares is in effect merely an exchange of
situs. (Nevada: NRS 78.454)(Texas: TxBusCorp Act Art 5.03).

THIRD, CORPORATE AUTHORITY:

(3) The Plan of Reorganization and Merger and the performance of the terms of
the Plan of Reorganization and Merger, by each and all of the parties and
entities mentioned in the Plan of Reorganization and Merger were duly authorized
by all action required by the laws under which each was incorporated or
organized and by its constituent documents, to which representation each of the
undersigned duly certifies and attests.

FOURTH, EFFECTIVE DATE:

(4) The exchange shall become effective at the earliest date provided or allowed
by law, and not later than certification by each applicable State Official that
this document has been accepted for filing and filed.

FIFTH SIGNING:

(5) These Articles of Exchange are signed by the duly authorized Officers of
each applicable entity as follows:

the remainder of this page is intentionally left blank
signatures appear on the following page or pages

49
<PAGE>

NOW, THEREFORE these Articles of Merger and Share Exchange are executed by
the sole remaining Officer of both companies.

PROFESSIONAL RECOVERY SYSTEMS, INC.
(A TEXAS CORPORATION) PROFESSIONAL RECOVERY SYSTEMS, LTD.
(A NEVADA CORPORATION)
by by

/s/J. Dan Sifford /s/J. Dan Sifford
J. Dan Sifford J. Dan Sifford
president/Secretary president/Secretary

50
<PAGE>

PLAN OF REORGANIZATION AND MERGER

51
<PAGE>

PLAN OF REORGANIZATION AND MERGER

BY WHICH
PROFESSIONAL RECOVERY SYSTEMS, INC.
(A TEXAS CORPORATION)
SHALL MERGE INTO AND BECOME
PROFESSIONAL RECOVERY SYSTEMS, LTD.
(A NEVADA CORPORATION)

THIS PLAN OF REORGANIZATION is made effective and dated this day of
January 23, 1998, by and between the above referenced corporations, sometimes
referred to herein as "the Public Company" and "the Private Company",
respectively.

I. THE INTERESTED PARTIES

A. THE PARTIES THIS AGREEMENT

1. PROFESSIONAL RECOVERY SYSTEMS, INC. ("the Public Company") is a Texas
Corporation.

2. PROFESSIONAL RECOVERY SYSTEMS, LTD. ("the Private Company") is a Nevada
Corporation.

II. RECITALS

A. THE CAPITAL OF THE PARTIES:

1. THE CAPITAL OF THE PUBLIC COMPANY consists of 50,000,000 shares of common
voting stock of $.001 par value authorized, of which 2,216,000 shares are issued
and outstanding.

2. THE CAPITAL OF THE PRIVATE COMPANY consisted of 50,000,000 shares of common
voting stock of $.001 par value authorized, of which no shares have been or are
issued or outstanding.

B. THE BACKGROUND FOR THE REORGANIZATION: The Public Company desires to
locate its Corporate Situs in Nevada, for the reason that its principal offices
and principal place of business is located in the western United States.

C. THE BOARDS OF DIRECTORS of both Corporations respectively have
determined that it is advisable and in the best interests of each of them and

52
<PAGE>

both of them that they merge with and into the Nevada Corporation, in order to
change the domicile of the resulting Company to Nevada in accordance with IRC
368(a)(1)(F), to change the name of the resulting and surviving Nevada Company,
and to retain the operational history and continuity of the Public Texas
Company, its Tax ID Number, its SEC Number and other identification numbers and
filing statuses as may be permissible by law, subject to such reporting and
qualifying provisions as the law may require.

D. THE SHAREHOLDERS of The Public Company and the Incorporator and Initial
Directors of the Nevada Company, no stock having been issued, respectively, have
duly approved this merger and this Plan of Reorganization, each in the manner
provided by the laws of its own State or Territory, and its Constituent
Documents.

III. PLAN OF REORGANIZATION

A. REORGANIZATION AND MERGER: The Public Company (Texas) and the Private
Company (Nevada) are hereby reorganized and the Public Texas company is hereby
merged with and into the Private Nevada company

1. THE PUBLIC COMPANY: The former Professional Recovery Systems, Inc., of
Texas will become and thereafter be Professional Recovery Systems, Ltd., of
Nevada. The Public Company will retain its corporate personality and status,
and will continue its corporate existence uninterrupted, in and through, and
only in and through the Nevada Corporation.

2. THE PRIVATE COMPANY: The new private Company, formed or being formed in
Nevada, shall become and thereafter be the successor public Nevada corporation.

B. EFFECTIVE DATE: This Plan of Reorganization shall become effective
immediately approval and adoption by Corporate parties hereto, in the manner
provided by the law of its place of incorporation and its constituent corporate
documents, the time of such effectiveness being called the effective date
hereof.

C. SURVIVING CORPORATION: The Nevada Company, shall survive the merger
herein contemplated and shall continue to be governed by the laws of Nevada, and
the separate corporate existence of the Texas Company shall cease forthwith upon
the effective date hereof.

RIGHTS OF DISSENTING SHAREHOLDERS: the Nevada corporation is the entity
responsible for the rights of dissenting shareholders whether pursuant to the
laws of Texas, of Nevada or otherwise.

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<PAGE>

A. SERVICE OF PROCESS IN TEXAS: the Resulting Company may be served with
process in Texas in any proceeding for the enforcement of the rights of a
dissenting shareholder, if any, pursuant to any extent required by the laws
thereof. The President of the Nevada corporation hereby irrevocably appoints
the Secretary of State of Texas as agent to accept service of process for the
Nevada Company with respect to any such proceeding to the extent required by the
laws thereof.

B. AGENT FOR MAILING PROCESS TO THE NEVADA COMPANY: the Nevada Company hereby
further complies with the laws of Texas by designating a person to whom process
served upon the Secretary of that State may be forwarded and mailed: Karl
Rodriguez, Corporate Counsel, 34700 Pacific Coast Highway, Suite 303, Capistrano
Beach CA 92624.

D. SURVIVING ARTICLES OF INCORPORATION: the Articles of Incorporation of
the Nevada Company as filed and/or last amended shall be the Articles of
Incorporation of the surviving Nevada Company following the effective date
hereof unless and until such Articles be amended in accordance with the laws of
Nevada.

E. SURVIVING BY-LAWS: the By-Laws of the Nevada Company shall remain the
By-Laws of the Surviving Nevada Company until and unless they be amended in
accordance with the laws of Nevada.

F. CONVERSION OF OUTSTANDING STOCK: Forthwith upon the effective date
hereof, each and every issued and outstanding share of Professional Recovery
Systems, Inc. common voting stock shall be converted into one share of the
Professional Recovery Systems, Ltd. The holders of certificates representing
shares of the Public Company may surrender them to the transfer agent for common
stock of the Resulting Company.

G. FURTHER ASSURANCE, GOOD FAITH AND FAIR DEALING: the Directors of each
Company shall and will execute and deliver any and all necessary documents,
acknowledgments and assurances and to do all things proper to confirm or
acknowledge any and all rights, titles and interests created or confirmed
herein; and both companies covenant hereby to deal fairly and good faith with
each other and each others shareholders.

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<PAGE>

THIS REORGANIZATION AGREEMENT is executed on behalf of each Company by its
duly authorized representatives, and attested to, pursuant to the laws of its
respective place of incorporation and in accordance with its constituent
documents.

PROFESSIONAL RECOVERY SYSTEMS, INC. PROFESSIONAL RECOVERY SYSTEMS, LTD.
by

/S/J. Dan Sifford /S/J. Dan Sifford
J. Dan Sifford, Jr., President J. Dan Sifford,Jr., President

55
<PAGE>

EXHIBIT 2.4

ARTICLES OF AMENDMENT: (NEVADA NAME CHANGE)

56
<PAGE>

AMENDMENT TO ARTICLES OF INCORPORATION
OF
PROFESSIONAL RECOVERY SYSTEMS, LTD.

(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)

WE THE UNDERSIGNED, Officers of PROFESSIONAL RECOVERY SYSTEMS, LTD. ("the
Corporation") hereby certify:

1. The Board of Directors of the Corporation at a meeting of duly convened
and held on July 14, 1999 adopted a resolution to amend the Articles of
Incorporation as Originally filed as follows:

THE FORMER ARTICLE I READ: The name of the Corporation is PROFESSIONAL
RECOVERY SYSTEMS, LTD.
ARTICLE I IS SUPERSEDED AND REPLACED AS FOLLOWS: The name of the Corporation is
NETBANX.COM CORP.

THE FORMER ARTICLE IV READ: The corporation shall have authority to issue an
aggregate of 50,000,000 shares of common voting equity stock of par value
one mil ($0.001) per share, and no other class or classes of stock, for a total
capitalization of $50,000. The corporation's capital stock may be sold from
time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than par
value.
ARTICLE IV IS SUPERSEDED AND REPLACED AS FOLLOWS: The corporation shall have
authority to issue an aggregate of 100,000,000 shares of common voting
equity stock of par value one mil ($0.001) per share, and no other class or
classes of stock, for a total capitalization of $100,000. The corporation's
capital stock may be sold from time to time for such consideration as may
be fixed by the Board of Directors, provided that no consideration so fixed
shall be less than par value.

The Remainder of this Page is Intentionally left Blank

57
<PAGE>

2. The Action of the Board of Directors, as recited above was authorized
and empowered, pursuant to the Laws of Nevada: the number of shares of the
Corporation outstanding and entitled to vote on an amendment to the Articles of
Incorporation on July 14, 1999 was 2,381,600; and the foregoing changes and
amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon, specifically 1,138,000 affirmative votes, representing
more than 55% of the total issued, outstanding and entitled to vote.

This amendment is signed and dated and notarized, as follows:

/s/J. Dan Sifford /s/William Stocker
J. Dan Sifford William Stocker
president assistant secretary

58
<PAGE>

EXHIBIT 2.5

BY-LAWS

59
<PAGE>

BY-LAWS
OF
PROFESSIONAL RECOVERY SYSTEMS, INC.
A NEVADA CORPORATION

ARTICLE I
CORPORATE OFFICES

The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.

ARTICLE II
SHAREHOLDERS' MEETINGS

SECTION 1. PLACE OF MEETINGS

The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.

SECTION 2. ANNUAL MEETINGS

The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.

SECTION 3. SPECIAL MEETINGS

Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.

SECTION 4. NOTICES OF MEETINGS

Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling

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the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.

(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.

(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting

(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.

SECTION 5. VOTING LIST.

The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.

SECTION 6. QUORUM.

At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
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<PAGE>

SECTION 7. PROXIES.

At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.

SECTION 8. VOTING.

Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.

SECTION 9. ORDER OF BUSINESS.

The order of business at all meetings of the stockholders, shall be as
follows:

a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.

SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.

Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.

SECTION 11. BOOKS AND RECORDS.

The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
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ARTICLE III
BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS.

The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.

SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.

The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.

SECTION 3. REGULAR MEETINGS.

A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.

SECTION 4. SPECIAL MEETINGS.

Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.

SECTION 5. NOTICE.

Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.

SECTION 6. QUORUM.

At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.

SECTION 7. MANNER OF ACTING.

The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
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SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.

SECTION 9. REMOVAL OF DIRECTORS.

Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.

SECTION 10. RESIGNATION.

A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.

SECTION 11. COMPENSATION.

No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.

SECTION 12. EXECUTIVE AND OTHER COMMITTEES.

The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.

ARTICLE IV
OFFICERS

SECTION 1. NUMBER.

The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.

SECTION 2. ELECTION AND TERM OF OFFICE.

The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
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SECTION 3. REMOVAL.

Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.

SECTION 4. VACANCIES.

A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.

SECTION 5. PRESIDENT.

The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.

SECTION 6. CHAIRMAN OF THE BOARD.

In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.

SECTION 7. SECRETARY.

The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.

SECTION 8. TREASURER.

If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.

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SECTION 9. SALARIES.

The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. CONTRACTS.

The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.

SECTION 2. LOANS.

No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.

SECTION 3. CHECKS, DRAFTS, ETC.

All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.

SECTION 4. DEPOSITS.

All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.

ARTICLE VI
FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January in
each year, or on such other day as the Board of Directors shall fix.

ARTICLE VII
DIVIDENDS
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The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

ARTICLE VIII
SEAL

The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".

ARTICLE IX
WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.

ARTICLE X
AMENDMENTS

These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.

CERTIFICATION

THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.

EXECUTED, AND CORPORATE SEAL AFFIXED, this day of July 15, 1999.

/s/J.Dan Sifford
J.Dan Sifford
President

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EXHIBIT 6.1

SPECIMEN CERTIFICATE
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Number NetJ.com Corp Shares
* * INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA * *
COMMON VOTING STOCK CUSIP NO 64116K102 COMMON VOTING STOCK

AUTHORIZED: 100,000,000 SHARES PAR VALUE: $0.001 FULLY PAID AND
NON-ASSESSABLE

This Certifies That *** ***

Is the Registered Holder of ** **

Shares of the Common Stock of NetJ.com Corp ., a Nevada
Corporation, transferable only on the books of the Corporation by the holder
hereof in person or by Attorney upon surrender of this Certificate properly
endorsed. Witness the facsimile Seal of the Corporation and the facsimile
Signatures of its duly authorized officers.

Dated:

Not Valid Unless
Initialed by Agent
By Authorized Initial

Wendy Paige. Simon Blackman
President Secretary

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EXHIBIT 10.1

FINANCIAL SERVICES AGREEMENT

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INTREPID INTERNATIONAL
FINANCIAL SERVICES
CONSULTING AGREEMENT

THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter IIL ), and NetJ.com Corp., a Nevada Corporation,
(hereafter Client ) and dated April 3, 2000. In consideration of the mutual
promises contained herein, and on the terms and conditions herein set forth, the
parties agree as follows:

1. RETAINER AGREEMENT.

Intrepid International, Ltd. is hereby retained as financial services
consultants for the Client, consistent with that certain Description of Mission
and Services Offered, a copy of which is Attachment 1 to this Consulting
Agreement, and incorporated herein by this reference as though fully set forth
herein. Among the services to be provided and contemplated by this arrangement
are the services of its President, Kirt W. James (billable at $150.00/hr), its
prime consultant, J. Dan Sifford Jr. (billable at $240.00/hr), and such
incidental secretarial services (billable at $100.00/hr) as may be reasonably
and necessarily performed by its secretary. Additional services may be performed
by subcontractors of IIL, subject to arrangements approved by Client in advance.

2. SERVICES

IIL agrees to provide, as requested, the widest possible range of and
Financial Consulting services, to Management of Client, subject to, limited by
and consistent with that certain Description of Mission and Services Offered, a
copy of which is Attachment 1 to this Consulting Agreement, and incorporated
herein by this reference as though fully set forth herein. Such services
include, as requested by Client, coordination of public relations, shareholder
relations, audit coordination, certificate and transfer coordination,
coordination of relationships with market-makers and broker dealers in the
securities of Client and consulting services, incidental analysis and, where
appropriate, and subject to the accompanying Attorney Disclosure Agreement,
written legal opinions by IIL Counsel acting, as requested by Client, as Special
Securities Counsel with Limited Authority, and the preparation and coordination
of annual, quarterly and current filings as may be required of the Client
pursuant to the Securities and Exchange Act of 1934 and Regulations of the
Securities and Exchange Commission promulgated pursuant to the 1934 Act.

3. COMPENSATION

In consideration for such services, Client agrees to pay IIL pursuant to
fee schedule set forth in paragraph 1 above. Billings for services shall be
invoiced by IIL and paid upon receipt.

4. PAYMENT OF EXPENSES

IIL must secure in writing approval in advance for any expense that may be
contracted on behalf of Client in excess of $400 in the aggregate. Expenses, if
approved, are to be invoiced by IIL and paid upon receipt. In addition to
charges for services, Client will be billed for all normal and incidental
identifiable costs such as copying charges, telephone expenses, delivery fees,
filing fees, and transcription fees; however, travel expenses, expert witness
fees and other extraordinary charges will not be incurred without prior
approval.
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5. UNPAID CHARGES

It is agreed that if at any time any invoice rendered by this Firm to
Client for investment banking, appropriate legal services and expenses remains
unpaid for any reason for longer than 30 days, we shall have the right to
discontinue performance of further services and to withdraw as your attorneys,
regardless of the status of any matter in which we will be involved and
regardless of any event or proceeding which may then be pending, unless we have
reached a subsequent written agreement with respect thereto.

6. LATE CHARGES

An amount past due will incur a late charge, after 30 days, of 1.5% per
month (18% per annum) of the total unpaid balance. Late charges will continue to
accrue at the same rate on any unpaid balance during any collection efforts and
until the entire bill is paid in full, unless a subsequent agreement with
respect to such charges is made and reduced to writing. Should it become
necessary to seek collection of any past due statement, you agree to pay all
reasonable costs of collection including reasonable attorneys' fees and all
interest incurred.

7. ARBITRATION OF ANY DISPUTES

It is agreed that any dispute arising our of this Agreement, or the Firm's
representation of you, shall be resolved by binding arbitration in Las Vegas,
Nevada, by the American Arbitration Association.

8. LIABILITY OF IIL

In furnishing Client with advice and other services as requested, neither
IIL nor any owner, employee or agent of IIL, shall be liable to Client or its
creditors for ordinary errors of judgment or for anything except gross
negligence, wilful malfeasance, or bad faith, in the performance of its duties
or reckless disregard of its obligations and duties under the terms of this
agreement. It is further understood and agreed that IIL may rely upon
information furnished to it reasonably believed to be accurate and reliable and
that, except as herein provided, IIL shall not be accountable for any loss
suffered by Client by reason of Client's action or non-action on the basis of
advice, recommendation or approval of IIL, its owners, employees or agents.

9. GOOD FAITH AND FAIR DEALING

All parties to this agreement hereby covenant expressly to deal with each
other honestly, fairly and in good faith in all respects, and to provide each
other with reasonable further assurances in furtherance of their mutual
performances with respect to this Agreement.
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10. INDEPENDENT CONTRACTOR

IIL is and shall at all times be understood and deemed to be an independent
contractor without authority to act or represent Client or its clients, except
as provided or authorized in this agreement.

11. NON-EXCLUSIVITY

Client recognizes and acknowledges that this agreement is non-exclusive,
and that accordingly IIL now renders and may in the future render services to
other clients, some of which may be of a nature similar to those agreed to be
performed herein, or to clients with similar businesses, needing similar advice.
IIL is and shall be free to render any such service or advice and shall not be
required to devote full-time and attention to its obligations under this
agreement, but only such amount as is reasonably necessary.

12. CONTROL

Nothing contained herein shall be deemed to require any action by any
Corporation contrary to law or its constituent documents or to relieve the board
of directors thereof from responsibility for control of the affairs of such
corporation.

13. OWNERSHIP OF FILES AND RECORDS

Except as to original records or any records or files which we accept upon
the understanding that they belong to you, it hereby is agreed that all files,
copies of documents, correspondence or other materials which we may accumulate
in connection with your representation, including copies of materials filed with
any regulatory agency, shall be the property of IIL. Upon the termination of the
engagement, IIL will return any property belonging to you upon your request.
Copies of our files and other materials which IIL may have accumulated during
our representation will be made available to Client at its expense; however, it
is specifically agreed that IIL shall have the right, in its discretion, to
dispose of these files at such times as it determines reasonably that such files
need not be retained any longer. After such destruction, such files will no
longer be available.

14. TERMINATION

The term of this agreement shall begin with the complete execution hereof,
and shall continue in effect for until terminated by either party in writing.
Upon termination, all accrued charges shall be promptly invoiced and paid.

15. MISCELLANEOUS

This agreement sets forth the entire agreement and understanding between
the parties and supersedes all prior discussions, agreements and understandings,
if any, of any and every kind and nature, between them. This agreement is made
and shall be construed and interpreted according to the laws of the Client's
place of Incorporation if that be Nevada or Texas, and if not, pursuant to the
laws of the State of Nevada.
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ACCORDINGLY the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.

Intrepid International, Ltd.

/s/Kirt W. James
Kirt W. James, President

THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:

NetJ.com Corp.
By:/s/Wendy Paige
Wendy Paige, President

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EXHIBIT 10.2

SPECIAL COUNSEL AGREEMENT

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ATTORNEY DISCLOSURE AND
SPECIAL RELATIONSHIP AGREEMENT

WILLIAM STOCKER
ATTORNEY AT LAW

THIS AGREEMENT is made by and between Intrepid International, Ltd., a Nevada
Corporation, (hereafter Intrepid ), and NetJ.com Corp., a Nevada Corporation,
(hereafter Intrepid-Client ), and William Stocker, Intrepid's General Counsel,
and dated April 3, 2000. In consideration of the mutual promises contained
herein, and on the terms and conditions herein set forth, the parties agree as
follows:

A. SUMMARY.

NetJ.com Corp. has employed Intrepid International, Ltd. to perform certain
financial services to Client, some of which services are to be provided for
Client, and in the Client's name, by attorneys with established and continuing
relationship to Intrepid. The purpose of this agreement is to provide full
written disclosure, and to define special character of both the ostensible and
actual relationships between the parties.

William Stocker is actually General Counsel of Intrepid International, Ltd.

William Stocker will be authorized by this agreement to act as ostensible
Special Securities Counsel for NetJ.com Corp.

B. RECITALS

1. INTREPID RETAINER AGREEMENT. Intrepid International, Ltd. is or
will be hereby retained as financial services consultants for the
Intrepid-Client, pursuant to that certain Financial Services Consulting
Agreement of even date herewith. Among the services contemplated to be provided
by that Agreement are the services of its General Counsel William Stocker,
attorney at law, as Special Securities Counsel for the Intrepid-Client.

2. INTREPID GENERAL COUNSEL. William Stocker, attorney at law, is General
Counsel to Intrepid, first and foremost and always, and this paramount status
and relationship has been and is hereby fully disclosed, in connection with the
Intrepid-Client's consideration of the potential services of William Stocker as
Special Counsel with Limited Authority, in connection with, and only in
connection with the services requested and agreed to between Intrepid and the
Intrepid-Client.

3. DEFINITION OF SPECIAL COUNSEL WITH LIMITED AUTHORITY . As used in this
Attorney Disclosure Agreement, this expression shall have the following meaning,
consistently and without exception: Intrepid General Counsel is authorized,
where appropriate to employ the designation Special Counsel or Special
Securities Counsel for the Intrepid-Client, in connection with, and only in
connection with services to and for the Intrepid-Client requested by the
Intrepid-Client to be performed by Intrepid pursuant to the Financial Services
Consulting Agreement of even date herewith. Intrepid General Counsel, as between
such Counsel and the Intrepid-Client, is not Intrepid-Client's Counsel, nor
counsel to the Intrepid-Client generally, or in any other manner than specified
in this definition. Special Counsel will not take action which is not authorized

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by the Intrepid-Client nor represent to any person any general authority to
speak for or bind the Intrepid-Client in any manner.

4. INTREPID-CLIENT'S RIGHT TO DECLINE THE RELATIONSHIP. The
Intrepid-Client has been informed, and is informed hereby, that the
Intrepid-Client is not required to join in the special relationship disclosed
and defined herein. Intrepid-Client may employ or require its own counsel or
independent counsel for any and all purposes at its expense and in addition to
its obligations to Intrepid. The Intrepid-Client is advised to retain its own
counsel, as appropriate, to review and advise the Intrepid-Client as to any
matter arising from its relationship to Intrepid or Intrepid's Counsel.

5. MANAGEMENT'S PREFERENCE. It is the desire of sophisticated management
that the unnecessary expense of cumulative counsel with respect to purely
technical matters is not warranted, necessary or appropriate, with respect to
the limited authority and scope of the Special Counsel relationship, as defined,
and that no conflict of interest exists or is likely to arise from the strict
and precise observance of that relationship as defined. Accordingly management
understands, accepts and affirmatively requests such an arrangement.

C. SPECIAL COUNSEL AGREEMENT

1. SPECIAL COUNSEL. The Intrepid-Client and Intrepid Counsel hereby agree
and adopt that special technical relationship of Special Counsel with Limited
Authority as defined hereinabove, for the sole and separate purpose of allowing
Intrepid Counsel to perform services appropriate to the services of Intrepid
requested by the Intrepid-Client.

2. BILLINGS. Special Counsel (Intrepid's Counsel) shall invoice and bill
applicable time and services to Intrepid, separately with respect to matters
applicable to this Intrepid-Client. Time shall be billable at $300.00/hr, and
such incidental secretarial services shall be billable at $100.00/hr, as may be
reasonably and necessarily performed by its secretary. Additional services may
be performed by subcontractor attorneys, subject to arrangements approved by the
Intrepid-Client in advance. Intrepid shall be responsible, as between Intrepid
and its counsel, for the compensation and discharge of its Counsel's billings.
Intrepid shall include Counsel's segregated billings along with its own, and, as
between Intrepid and the Intrepid-Client, the Intrepid-Client shall be
responsible to Intrepid for the total of its own and Counsel's billings. Certain
special minimum fixed fees shall apply to Legal Opinions: (a) Opinions for the
Issuance of free trading stock, $2,500.00; Opinions to remove restriction on
issued restricted securities; $2,000.00; Opinions to issue restricted
securities, as defined in Rule 144(a), $1,000.00.

3. TERMINATION. The terms of this agreement may be terminate by either
Intrepid-Client or Special Counsel at any time upon written or other reasonable
notice to the other.
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4. MISCELLANEOUS This agreement sets forth the entire agreement and
understanding between the parties and supersedes all prior discussions,
agreements and understandings, if any, of any and every kind and nature, between
them. This agreement is made and shall be construed and interpreted according to
the laws of the Intrepid-Client's place of Incorporation if that be Nevada or
Texas, and if not, pursuant to the laws of the State of Nevada.

ACCORDINGLY the parties cause this agreement to be signed by their duly
authorized representative, as of the date written below.

Intrepid International, Ltd.

/s/Kirt W. James /s/William Stocker
Kirt W. James, President William Stocker attorney at law

THE ABOVE IS UNDERSTOOD AND AGREED TO and I state under the penalties of perjury
that I am authorized to execute this letter agreement:

NetJ.com Corp.

By:/s/Wendy Paige
Wendy Paige, President

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