SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
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
March 6, March 27 and April 24, 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 14,162,008 (see Item 5)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 14,162,008 (see Item 5)
REPORTING ------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 14,162,008 (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) 66.77% (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 purchased by
the Reporting Person. 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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The Reporting Person acquired record and beneficial ownership of the
Issuer's Common Stock for the purpose of investment. In connection with his
acquisition of the Common Stock from the Issuer, the Reporting Person entered
into an agreement with the Issuer pursuant to which he obtained
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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 per share in the event the Issuer sells or issues additional shares of
its Common Stock or other securities convertible into Common Stock.
The Reporting Person plans to add additional persons to the Issuer's
present board of directors, but has not yet made any determination of the
identity or number of such additional members of the board.
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) The Reporting Person became the beneficial owner of 12,662,008
shares of Common Stock as of March 6, 2000, and 1,500,000 shares of Common Stock
as of April 24, 2000. As a result of these transactions, the Reporting Person
became the beneficial owner of 66.77% of the issued and outstanding shares of
outstanding Common Stock as of April 24, 2000. All 14,162,008 shares of Common
Stock beneficially owned by the Reporting Person are owned directly of record.
(b) The Reporting Person has the sole power to vote or direct the
disposition of up to 14,162,008 shares of Common Stock.
On March 6, 2000, the Reporting Person purchased 9,487,500 shares
of Common Stock for a cash purchase price of $1,897,500 and converted $375,000
of outstanding Issuer debt held by him into 2,875,000 shares of Common Stock. In
a separate transaction, the Reporting Person purchased an additional 299,508
shares of the Common Stock held by a third-party investor for a cash purchase
price of $74,877. In addition, the Reporting Person's wife, Annette Perri, made
an open market purchase of 1,000 shares of Common Stock on March 24, 2000 at a
purchase price of $2.75 per share. The Reporting Person disclaims beneficial
ownership of the 1,000 shares of Common Stock owned by his wife.
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(d) On April 24, 2000, the Reporting Person purchased 1,500,000 shares
of Common Stock held by a third-party investor for a cash purchase price of
$600,000.
The Reporting Person has entered into an option agreement with the
Issuer granting him the right to maintain his percentage interest in the issued
and outstanding Common Stock by purchasing additional shares for a purchase
price of $.20 per share in the event the Issuer sells or issues to third parties
additional shares of Common Stock or other securities convertible into Common
Stock.
No other transactions in common stock were effected by the Reporting
Person during the past 60 days.
(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.
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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.
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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: May 3, 2000
/s/ Joseph Perri
Joseph Perri
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