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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 to
FORM 10-KSB/A
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the fiscal year ended March 31, 1999
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from to
Commission file number 0-24408
IJNT.net, Inc.
(Exact name of small business issuer in its charter)
DELAWARE 33-0611753
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2030 Main Street, Suite 550
Irvine, California 92614
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 260-8100
----------------------
Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.001
Indicate by check mark whether the issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the issuer
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $1,552,194
The aggregate market value of the voting stock held by non-affiliates
of the issuer as of July 8, 1999 was equal to $35,719,159 based on the average
bid and ask price of $3.75
The number of shares outstanding of the issuer's classes of Common
Stock as of July 8, 1999:
Common Stock, $.001 Par Value - 17,183,756 shares
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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EXPLANATORY NOTE
This Amendment No. 3 is being filed to amend the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended March 31, 1999 filed with the
Securities and Exchange Commission on July 13, 1999 ("Form 10-KSB") for the
purpose of making amendments to Item 9 of Part III (in particular, additional
disclosure required by Item 401 of Regulation S-B).
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IJNT.net, Inc.
Form 10-KSB/A
FOR THE FISCAL YEAR ENDED MARCH 31, 1999
Part III
Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Directors and Executive Officers
The members of the Board of Directors of the Company serve until the next annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors. Information as to the
directors and executive officers of the Company is as follows.
Name Age Position
---- --- --------
Jon H. Marple (1) 59 Chairman and Chief Executive
Officer since August 8, 1997
(date of purchase of
IJNT, Inc.)
Mary E. Blake (1) 46 President and Director and
Secretary since August 8, 1997
Richard W. Torney 59 Director since August 8, 1997 (date
of purchase of IJNT, Inc.)
Robert Santore 38 Director since October 1998,
Jeffrey R. Matsen 59 Director since October 1998,
Vice President and General Counsel
since October. 1999
(1) Marple and Blake are husband and wife.
Jon H. Marple has been the Chief Executive Officer and Chairman of the Company
since its inception. Mr. Marple's distinguished career in the communications
industry has included positions with the United States Department of Justice,
Federal Communications Commission as Senior Appellate Counsel, Dow, Lohnes and
Albertson, a leading communications law firm and First Pacific Broadcasting
where he served as CEO. He is a graduate of Brigham Young University and the
University of Washington Law School.
Mary E. Blake is a co-founder of IJNT.net and serves as Vice-Chairman and
President of the Corporation. Ms. Blake brings over 23 years of business
management expertise to IJNT.net. As a Business Office Supervisor at
Southwestern Bell Ms. Blake managed the sales, service and collection of over
25,000 accounts. In addition, Ms. Blake supervised the first retail Phone Store
in the Bell System and was asked to serve as a Lobbyist in Washington for both
Southwestern Bell and AT&T. She attended Texas A&M University College of
Business.
Richard W. Torney has served as a Director of the Company since September of
1997. Mr. Torney is President and CEO of Imaging System, Inc., an international
sales and marketing organization with representation in Europe and South
America. Mr. Torney is fluent in Spanish and German, and has worked and traveled
abroad extensively for 35 years. His expertise in foreign markets, language
fluency, accounting and finance has proven invaluable as the Company has built a
foundation toward a global market. Mr. Torney received his BA with a major in
Accounting from Brigham Young University and began his business career as a CPA
for Arthur Anderson & Company in San Francisco and subsequently with Tanner
Garrett Boyce & Parkinson in Salt Lake City, Utah.
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Robert B. Santore brings world-class credentials to the Company. Educated at the
Otis Art Institute of Parsons School of Design (Los Angeles), the Parsons School
of Design (New York), and the University of California, Irvine (Computer
Science), Mr. Santore is a rare blend of computer capability, graphic artistry,
and management. As a fine artist his works are displayed in major corporations
and museums around the world, including TRW, USA Today, Security Pacific Bank,
Burlington-Northern, Santa Fe, Principal Insurance, The Newport Harbor Art
Museum, Los Angeles Contemporary Art Collection, San Jose Museum of Art, and
more. He has had exhibits in Los Angeles, New York, and Tokyo, among others.
Jeffrey R. Matsen is a licensed attorney and has served as outside Counsel of
IJNT.net from its founding and is presently Executive Vice President, General
Counsel and a member of the Board of Directors. Mr. Matsen has a wealth of
experience in dealing with corporate and business matters and transactions. His
career as a practitioner and professor of law began with his graduation with
honors from the UCLA School of Law in 1967. This followed the award of Mr.
Matsen's Bachelor's of Arts Degree magna cum laude from Brigham Young
University. Mr. Matsen served as a Captain and JAG Officer in the United States
Marine Corps prior to opening his business and transactional law practice in
Orange County in 1971. Mr. Matsen was appointed a Director in December, 1998 and
has been employed by the Company since October 1, 1999.
Certain Legal Proceedings
On December 5, 1994, Jon H. Marple and Mary E. Blake, officers and directors of
the Company, voluntarily consented to the entry of a Judgment and Order of
Permanent Injunction and Ancillary Relief by the Superior Court of the State of
California (the "California Consent"), in connection with legal proceedings
initiated by the California Department of Corporations. The California Consent
related to the offer and sale of securities by Micro-Lite Television, Inc., a
Nevada corporation, formerly Marrco Communications, Inc. ("MLTV"), and several
related partnerships and corporations involved in the wireless communications
industry, all of which were owned and controlled by Mr. Marple and Ms. Blake.
The California Consent resulted from an investigation by the California
Department of Corporations commenced in June, 1994. On December 4, 1994, the
California Department of Corporations filed a complaint against MLTV, Mr. Marple
and Ms. Blake (collectively the "defendants") alleging violations of state
securities laws and simultaneously entered into the California Consent. Pursuant
to the California Consent, the complaint against the defendants was dismissed
and settled. Neither Mr. Marple nor Ms. Blake, nor any affiliated entity,
admitted or denied any of the allegations or assertions in the Consent Decree.
No fines, penalties or sanctions were imposed against any of the defendants.
The California Consent provided that the defendants would not offer or sell
securities in violation of the registration requirements of the California
Corporations Code and would not offer or sell any securities by means of any
untrue statement or omission of a material fact. The Consent Decree also
required that the defendants either sell the assets of one affiliated entity
with the consent of the limited partners or offer to repurchase the limited
partnership interests. Mr. Marple and Ms. Blake believe that they have complied
in all material respects with the California Consent. Mr. Marple also
voluntarily entered into similar consent decrees in the State of Wisconsin on
August 10, 1993 and the State of Maine on March 15, 1994 in connection with the
same or related matters involving MLTV and other related entities.
Conflicts of Interest
Certain conflicts of interest may exist between the Company and its management,
and conflicts may develop in the future. The Company has not established
policies or procedures for the resolution of current or potential conflicts of
interests between the Company, its officers and directors or affiliated
entities. There can be no assurance that management will resolve all conflicts
of interest in favor of the Company, and failure by management to conduct the
Company's business in the Company's best interest may result in liability to the
management. The officers and directors are accountable to the Company as
fiduciaries, which means that they are required to exercise good faith and
integrity in handling the Company's affairs. Shareholders who believe that the
Company has been harmed by failure of an officer or director to appropriately
resolve any conflict of interest may, subject to applicable rules of civil
procedure, be able to bring a class action or derivative suit to enforce their
rights and the Company's rights.
The Company has no arrangement, understanding or intention to enter into any
transaction for participating in any business opportunity with any officer,
director, or principal shareholder or with any firm or business organization
with which such persons are affiliated, whether by reason of stock ownership,
position as an officer or director, or otherwise.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized March 13, 2000.
IJNT.net, Inc.
By: /s/ Jon Marple
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Jon H. Marple
Chairman and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on March 13, 2000.
By: /s/ Jon H. Marple Chief Executive Officer and
-------------------------- Chairman
Jon H. Marple
By: /s/ Mary E. Blake President, Secretary and Director
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Mary E. Blake
By: /s/ Jeffrey R. Matsen Vice President and Director
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Jeffrey R. Matsen
By: /s/ Richard W. Torney Director
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Richard W. Torney
By: /s/ Robert B. Santore Director
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Robert B. Santore
By: /s/ Richard R. Nelson Chief Financial Officer
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Richard R. Nelson
Director
By:--------------------------
Richard F. Charles
Director
By:--------------------------
H. Dean Cubley
