SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No.1 )*
NETCRUISE.COM, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
64110S 10 1
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(CUSIP Number)
Joseph Perri 895 4th Avenue Brooklyn, NY 11232 (718) 768-5700
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
With a copy to:
William J. Davis, Esq.
Scheichet & Davis, P.C.
505 Park Avenue, 20th Floor
New York, NY 10022
(212) 688-3200
October 25, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13, and
is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
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CUSIP NO. 64110S 10 1
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS: Joseph Perri
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
-
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
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7 SOLE VOTING POWER 15,758,912 (see Item 5)
NUMBER OF ----------------------------------------------------
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY --------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 15,758,912 (see Item 5)
REPORTING -------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 15,758,912 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 55.5% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
common stock, par value $.0001 per share (the "Common Stock") of netcruise.com,
inc., a New Jersey corporation (the "Issuer"), shares of which were acquired by
the Reporting Person on October 25, 2000. The Issuer's principal executive
offices are located at 2401 Morris Avenue, Union, NJ 07083.
Item 2. Identity and Background.
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(a) - (b) The person filing this Schedule is Joseph Perri, an individual
(the "Reporting Person"). The Reporting Person's home address is 10 Whitwell
Place, Staten Island, NY 10304.
(c) The Reporting Person's principal employment is as a private investor
with interests in real estate, communications technology and internet companies,
at 895 4th Avenue, Brooklyn, NY 11232.
(d) - (e) At no time during the last five years was the Reporting Person
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities law
or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of funds or Other Consideration.
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The Reporting Person acquired Common Stock by purchasing it with
his personal funds and by converting Issuer debt, which he had previously
acquired with his personal funds, into Common Stock.
Item 4. Purpose of Transaction.
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On March 1, 2000, in connection with his acquisition of the Common
Stock from the Issuer, the Reporting Person entered into an agreement with the
Issuer (the "Anti-Dilution Agreement") pursuant to which he obtained an option
to maintain his percentage interest in the issued and outstanding Common Stock
of the Issuer by purchasing additional shares for a purchase price of $.20
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per share in the event the Issuer sold or issued additional shares of its Common
Stock or other securities convertible into Common Stock.
On October 25, 2000, in connection with the Issuer's entering into
agreements for a private placement of 5,000,000 shares of Common Stock to a
third party, the Reporting Person entered into an agreement with the Issuer
pursuant to which he agreed to (i) limit his exercise of his rights under the
Anti-Dilution Agreement to acquiring 396,904 shares of Common Stock for a cash
consideration of $79,381 by reason of the issuance of an aggregate of 595,000
shares of Common Stock to four independent consultants, and (ii) cancel the
Anti-Dilution Agreement. In consideration therefor, the Issuer agreed to issue
200,000 shares of Common Stock to the Reporting Person and the Reporting Person
converted $200,000 principal amount of outstanding Issuer debt owed to him into
1,000,000 shares of Common Stock.
Except as set forth above, the Reporting Person has no present plans or
proposals which relate to, or would result in the acquisition by any person of
additional securities of the Issuer; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material change in the Issuer's business or corporate structure; a change
in the Issuer's certificate of incorporation or bylaws or other actions which
might impede the acquisition of control of the Issuer by any person; causing a
class of securities of the Issuer being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a)-(b) The Reporting Person has the sole power to vote or direct the
disposition of up to 15,758,912 shares of Common Stock. The Reporting Person
disclaims beneficial ownership of 1,000 shares of Common Stock owned by his
wife.
(c) The Reporting Person became the beneficial owner of 1,596,904
shares of Common Stock by converting a $200,000 loan he made to the Corporation,
for use as working capital, into 1,000,000 shares at a conversion price of $.20
per share, by purchasing 396,904 shares for a purchase price of $.20 per share
and by having been issued an additional 200,000 shares by the Issuer. As a
result of these transactions, the Reporting Person became the beneficial owner
of 55.5% of the issued and outstanding shares of outstanding Common Stock as of
October 25, 2000. All of the 15,758,912 shares of Common Stock beneficially
owned by the Reporting Person are owned directly of record.
No other transactions in common stock were effected by the Reporting
Person during the past 60 days.
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(d) No person other than the Reporting Person herein has the right to
receive or the power to direct the receipt of dividends or the proceeds from the
sale of the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has no contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any security
of the Issuer, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 2, 2000
/s/ Joseph Perri
Joseph Perri
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