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Pete Chandler
PRESIDENT
NetAir.com, Inc.
242 Fall Street, Salt Lake City, UT 84116
(Name and Address of Person Authorized to Receive Notices
and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
KARL E. RODRIGUEZ, ESQ
24843 Del Prado, #318
Dana Point, CA 92629
(949) 248-9561
fax (949) 248-1688
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FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
Commission File Number: 000-30843
For the Quarter ended September 30, 2000
NETAIR.COM, INC.
Nevada 91-1979237
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
242 Fall Street, Salt Lake City UT 84116
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 463-6632
Securities registered pursuant to Section 12(b) of the Act: 4,832,500
(Class-A Common Voting Equity Stock)
Yes [X] No [ ] (Indicate by check mark whether the Registrant (1) has filed
all report required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.)
As of September 30, 2000, the number of shares outstanding of the Registrant's
Common Stock was 4,832,500.
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PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
Attached hereto and incorporated herein by this reference are the following
financial statements:
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Exhibit FINANCIAL STATEMENTS
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00-QF3 Un-Audited Financial Statements for the three months and nine months
ended September 30, 2000
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION. Every dealer, broker or individual has the ability to
electronically determine the ownership of any aircraft in seconds and then go
directly to its owner. The best and most direct method for a broker to avoid
having a buyer "go around" him to a seller is to cease being a broker and become
an owner. The key to success for the Company's proposed program lies in its
ownership of, and therefore control of, its inventory which eliminates the
potential problem of being circumvented and creates the opportunity for greater
profits. The key to achieving that ownership/control lies in securing the
availability of Floor Plan Funds.
ESCROW AND TITLE SERVICE. AIC Title Service, Oklahoma City, Oklahoma, a
bonded aircraft title company and a division of "Aircraft Dealers Network" will
act as an escrow (trust) agent in all of the Company's transactions. As escrow
agent it will act as a third party for the protection of the seller or buyer,
for the Company, and especially for the purpose of insuring the unencumbered
clarity of title to the aircraft and the security of the Floor Plan lender's
funds. AIC will receive documentation from both the Company and the buyer/seller
accompanied by instructions detailing for them the condition under which they
are to act. The seller, which would be the Company when the Company is selling
and would be the Company's client when the Company is buying, would forward to
AIC a bill of sale with instructions outlining the conditions under which the
document was to be released to the buyer and to which bank and which account
funds were to be wired. A buyer, either the Company or the Company's client,
dependent upon who is buying, would wire transfer funds to AIC's escrow account
along with written instructions, usually by facsimile. Instructions to be
provided to AIC by the Company, whether it is in the position of purchaser or
seller, will require signatures from authorized representatives of the Company.
Management intends to obtain and maintain an inventory in the seven to ten
million dollar range and feels that the Company will be able to turn that
inventory three to four times per year at an average gross profit of six to
eight percent.
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(B) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. Our
funding requirements fall into two categories: basic working capital and
financing resources for purchasing aircraft for resale. We have raised
$100,000.00 from investors and spent $96,000.00. We have accordingly only
nominal working capital available. We have no immediate or forseeable need for
additional funding, from sources outside of our circle of shareholders during
the next twelve months. The expenses of our audit, legal and professional
requirements, including expenses in connection with this 1934 Act Registration
of its common stock, have been paid by us from our cash, and future requirements
of this nature will most likely require advances by our management and principal
shareholder.
We have obtained a financing commitment from Colon Finance, Ltd. which will
give us the ability to purchase aircraft at costs substantially below normal
wholesale values. These purchases could be accomplished only if we are prepared
to pay cash immediately upon inspection, appraisal and acceptance of an offer
for a subject aircraft. For this reason such a financing arrangement is
necessary.
The issuer enjoys the non-exclusive use of office, telecommunication and
incidental supplies of stationary, provided by our principal shareholder. These
costs are billed to us on a time-fee basis and are included in our reported
expenses.
We do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though we may cease to be required to do so.
It is in our compelling interest to report our affairs quarterly, annually and
currently, as the case may be, generally to provide accessible public
information to interested parties, and also specifically to maintain ours
qualification for the OTCBB, if and when our intended application for submission
may be effective.
(1) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(2) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None.
(3) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None.
(C) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. As of December
31, 1999, we had accumulated a deficit of $96,022 since our inception on April
14, 1999. Thus our first fiscal year was less than a full twelve months. We have
enjoyed our first revenues this third quarter. There is only minimal and barely
substantial change in our financial condition or operation in year 2000.
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(2) SELECTED FINANCIAL INFORMATION.
<TABLE>
<CAPTION>
<S> <C> <C>
Balance Sheet . . 9/30/00 12/31/99
--------------------------------------
Cash. . . . . . . $ 3,791 $ 7,800
Other . . . . . . 0 0
Total Assets. . . 3,791 7,800
Accounts Payable. 0 0
Other . . . . . . 0 0
======================================
Total Liabilities 0 0
--------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
THIRD QUARTER Inception
April 19,
1999
to
Operations July 1 to Sept 30 Jan 1 to Sept 30 Sept 30
2000 1999 2000 1999 2000
---------------------------------------------------------------------------------------------------
Misc Revenues:. . . . . . $ 2,000 $ 0 $ 2,000 $ 0 $ 2,000
Total Revenues . . . . . 2,000 0 2,000 0 2,000
General & Administrative. 10,356 3,822 16,581 3,822 110,448
Total Expenses . . . . . 10,356 3,822 16,581 3,822 110,448
Net (Loss). . . . . . . . (8,356) (3,822) (14,581) (3,822) (108,448)
</TABLE>
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. None
ITEM 2. CHANGE IN SECURITIES. None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None
ITEM 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS. None
4
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ITEM 5. OTHER INFORMATION. None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. None
EXHIBIT INDEX: Financial Statements
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Exhibit FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
00-QF3 Un-Audited Financial Statements for the three months and nine months
ended September 30, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-Q Report for the Quarter ended September 30, 2000, has been signed below
by the following person on behalf of the Registrant and in the capacity and on
the date indicated.
Dated: September 30, 2000
NETAIR.COM, INC.
by
/s/Pete Chandler /s/Robert Waddell
Pete Chandler Robert Waddell
president/director secretary/director
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EXHIBIT 00-QF3
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2000
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NETAIR.COM, INC.
BALANCE SHEET
DECEMBER 31, 1999 AND SEPTEMBER 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
2000 1999
(Unaudited)
----------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,791 $ 7,800
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . 3,791 7,800
-------------- -------------
OTHER ASSETS
Prepaid Expenses . . . . . . . . . . . . . . . . . . . 8,099 13,438
-------------- -------------
TOTAL OTHER ASSETS . . . . . . . . . . . . . . . . . . 8,099 13,438
-------------- -------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . $ 11,890 $ 21,238
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . $ 0 $ 0
-------------- -------------
TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . 0 0
-------------- -------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 100,000,000
shares; issued and outstanding, 4,822,500 shares
and 4,832,500 shares respectively . . . . . . . . . 4,833 4,823
Additional paid-in capital . . . . . . . . . . . . . . 99,000 99,000
Accumulated equity (deficit) . . . . . . . . . . . . . (91,943) (82,585)
-------------- -------------
Total Stockholders' Equity . . . . . . . . . . . . . . 11,890 21,238
-------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . $ 11,890 $ 21,238
============== =============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
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<PAGE>
NETAIR.COM, INC.
STATEMENT OF OPERATIONS (UNAUDITED)
SEPTEMBER 30, 1999 AND 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
From
Inception
From July From July From January From April (April
1, 2000 to. 1, 1999 to 1, 2000 to 14, 1999 to 14, 1999) to
September 30, September 30, September 30, September 30, September 30,
2000 1999 2000 1999 2000
------------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . $ 2,000 -0- $ 2,000 -0- $ 2,000
-------------- -------------- -------------- -------------- -----------
Net Loss from Operations. 10,356 23,763 14,581 77,585 93,932
Net Income (Loss) . . . . ($8,356) ($23,763) ($12,581) ($77,585) ($91,932)
============== ============== ============== ============== ===========
Loss per Share. . . . . . $ (0.00173) $ (0.00622) $ (0.00261) $ (0.02030) $ (0.01946)
============== ============== ============== ============== ===========
Weighted Average
Shares Outstanding. . 4,822,000 3,822,000 4,822,000 3,822,000 4,724,650
============== ============== ============== ============== ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
8
<PAGE>
NETAIR.COM, INC.
STATEMENTS OF STOCKHOLDER' EQUITY (DEFICIT)(UNAUDITED)
FROM INCEPTION (APRIL 14, 1999) THROUGH DECEMBER 31, 1999
AND FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 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)
--------------------------------------------------------------------------------------------------------
Common Stock issued at inception 3,822,500 $ 3,823 $ 0 $ 0 $ 3,823
Sale of Common Stock for
$0.10 per share . . . . . . 1,000,000 1,000 99,000 0 0
Net loss during period . . . . . 0 0 0 (82,585) 0
---------- ------------ ------------- ---------- -----------------
Balance at December 31, 1999 . . 4,822,500 $ 4,823 $ 99,000 ($82,585) $ 21,238
Common Stock issued for services 10,000 10 0 0 0
Net loss during period . . . . . 0 0 0 (9,358) 0
---------- ------------ ------------- ---------- -----------------
Balance at September 30, 2000. . 4,832,500 $ 4,833 $ 99,000 ($91,943) $ 11,890
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
9
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NETAIR.COM, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
SEPTEMBER 30, 1999 AND 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception
From January From April (April
1, 2000 to 14, 1999 to 14, 1999) to
September 30, September 30, September 30,
2000 1999 2000
---------------------------------------------------------------------------------------
Operating Activities
Net Income (Loss). . . . . . . . . . . . ($12,581) ($77,585) ($108,603)
Items not affecting cash:
Stock issued for services. . . . . 0 3,822 3,822
-------------- -------------- ----------
Net Cash from Operations . . . . . . . . (12,581) (73,763) (104,781)
Cash from financing activities
Decrease (increase) in Pre-paid Expense. 8,572 (13,437) 8,572
Sale of Common Stock . . . . . . . . . . 0 100,000 100,000
-------------- -------------- ----------
Cash Increase (Decrease) . . . . . . . . (4,009) 12,800 3,791
Beginning Cash . . . . . . . . . . . . . 7,800 0 0
Cash as of Statement Date. . . . . . . . $ 3,791 $ 12,800 $ 3,791
============== ============== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
10
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NETAIR.COM, INC.
(a Development Stage Company)
Notes to The Financial Statements
December 31, 1999 and the periods ended September 30, 1999 and 2000
NOTES TO FINANCIAL STATEMENTS
NetAir.com, Inc., ("the Company") has elected to omit substantially all
footnotes to the financial statements for the nine months ended September 30,
2000, since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their Annual
Report filed on Form 10-KSB for the Fiscal year ended December 31, 1999.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments which
are, in the opinion of management, necessary to properly reflect the results of
the period presented. The information presented is not necessarily indicative
of the results from operations expected for the full fiscal year.
11
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