Net X America Inc · 10SB12G/A · On 9/15/00

Filed On 9/15/00 4:56pm ET   ·   SEC File 0-30953   ·   Accession Number 944543-0-65

Amendment to Registration of Securities of a Small-Business Issuer   ·   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          32     91K 
                          Small-Business Issuer                                  
 2: EX-23       Consent of Experts or Counsel                          1      3K 
 3: EX-27       Financial Data Schedule                                1      4K 

10SB12G/A   ·   Amendment to Registration of Securities of a Small-Business Issuer
Document Table of Contents

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U.S. Securities and Exchange Commission               
Washington, D.C. 20549                

____________                

Form 10-SB/A-2                
____________                

GENERAL FORM FOR REGISTRATION OF SECURITIES OF                
SMALL BUSINESS ISSUERS                

Under Section 12(b) or 12(g) of the Securities Exchange Act of                
1934                

NET:X AMERICA, INC.               
(Name of Small Business Issuer in its charter)                

OREGON                                                                
                          93-1216387
(State or other jurisdiction of                                                 
                          (I.R.S. Employer
incorporation or organization)                                                  
                             Identification No.)

Salina 149-B                                                          
Willemstad, Curacao                                                   
Netherlands, Antilles                                                 
             N/A
(Address of principal executive Offices)                                        
                    (Zip Code)

Issuer's telephone number: 599 9 465-1260                                       

Securities to be registered under Section 12(b) of the Act:                     

Title of each class             Name of each exchange on which                  
to be so registered             each class is to be registered                  

None.                                                                           

Securities to be registered under Section 12(g) of the Act:               

COMMON                
(Title of Class)                

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Item 1.         Description of Business                                         

Company History.                                                      

Net:X America Inc. (the "Company" or "Net:X") was organized           
under the laws of the State of Oregon on June 22, 1987 as WESTAQ                
Network, Inc.  The Company was dormant until June 20, 1996, when                
it changed its name to Net:X America, Inc., and began searching                 
for  business opportunities in the information technology                       
industry.                                                                       

In June 1998, the Company exchanged 6,400,000 shares of               
Company common stock for the exclusive licensing rights to Island               
Product Management's Investor Account Manager ("IAM") software in               
the Caribbean and Latin America.  The Company's licensing rights                
are royalty-free and allow the Company to relicence, rent or sell               
the software within the Caribbean or Latin America, together with               
all its related intellectual property rights, title and                         
interests.  The IAM software was purchased from a non-affiliated                
third party.                                                                    

Since acquiring the licensing rights to the IAM software,             
which offers reporting and account management capabilities, the                 
Company has worked to improve and integrate the IAM software with               
the Company's proprietary StockEX software, which can enable                    
brokerage houses to offer online stock trading.  The Company's                  
software products are currently not being sold in the market.                   
The Company recently delivered pre-production versions of its                   
software package to 12 brokerage houses in the Caribbean for                    
testing.  Based on initial feedback from these brokerage houses                 
and the nature of the changes requested, the Company hopes to                   
complete testing and development by the fourth quarter of 2000,                 
and have its software ready for distribution by the first quarter               
2001.  At that time, the Company will focus its primary efforts                 
on marketing and licensing its software products to brokerages                  
wishing to offer online account management and stock trading                    
capabilities to their clients.                                                  

As noted by the independent auditors, the Company has not             
yet established an ongoing source of revenue sufficient to cover                
its operating costs and to allow it to continue as a going                      
concern.  Moreover, there can be no assurance that the Company                  
will ever establish an ongoing source of revenue sufficient to                  
cover its costs.  The Company currently has no assets or revenue.               
The Company has sustained net losses from operations of $601,973                
in fiscal year 1999 and $1,880,230 in fiscal year 1998.  The                    
Company sustained a net loss of $6,992 for the nine months ended                
March 31, 2000.                                                                 

Clearly, given the losses sustained by the Company, combined          
with the Company's lack of revenue, assets and a currently                      
saleable product, there is substantial doubt that the Company can               
continue as a going concern.  To continue as a going concern, the               
Company needs to obtain adequate capital to fund its operating                  
losses until it can become profitable.  Given the Company's                     
history and present condition, there can be no assurance that the               
Company will obtain additional funds.  If the Company cannot                    
obtain additional funding, there is little chance the Company can               
continue as a going concern.                                                    

2                                                                               

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Industry Background                                                   

In the past, investors could access the financial markets             
only through a full-commission broker.  These brokers provided                  
investment advice and executed trades for investors. With the                   
deregulation of brokerage commissions in 1975, investors                        
discovered they could separate financial advisory services from                 
securities trading.  This led to changes in the industry                        
including increased access to information about public companies                
and the advent of discount brokerage firms, which allow investors               
who are willing to engage in their own research, a less expensive               
alternative to traditional full-commission brokers.  With the                   
advent of the internet and online commerce, additional innovation               
is occurring in the industry as it expands and evolves to                       
integrate these technological advances.                                         

The internet has fundamentally changed the way many                   
investors manage their financial affairs.  Online account                       
management and trading is growing quickly within the brokerage                  
industry.  The speed, convenience, choice, cost savings and                     
information the internet offers has driven many investors online.               

Our Opportunity                                                       

The Company believes there is a need within the offshore              
security brokerage houses of the Caribbean and Latin America to                 
offer their clients the ability to manage their accounts and                    
trade stocks online.  The Company bases this belief in part on                  
the positive initial feedback it has received from the offshore                 
brokerages testing its software.  The Caribbean and Latin                       
American financial markets, like many other markets have                        
experienced growth recently.  With this growth has come increased               
pressure on investment professionals in that region to provide                  
online capabilities.  The Company believes its software can                     
provides these offshore brokerage houses the ability to offer                   
online account management and stock trading without the                         
significant expense of developing their own proprietary systems                 
or contracting with existing expensive United States systems.                   

The Company currently has no agreements or understandings             
with any offshore brokerage houses to acquire the Company's                     
software.  The only discussions the Company has had are with                    
those brokerages currently testing the pre-production versions of               
the software.  While the Company hopes these brokerages will                    
become future users, the brokerages are not in anyway committed                 
to, nor have they agreed to purchase the Company's software.                    

The Company believes there may be as many as 2,400 brokerage          
houses in the Caribbean and Latin America.  While initial                       
feedback from the offshore brokerage houses testing the software                
has been positive, at this point it is difficult to predict                     
possible demand.  The Company believes it will be in a better                   
position to estimate the potential market for its software once                 
it receives final feedback from these brokerage houses,                         
particularly in the areas of perceived need for, and interest in                
acquiring the Company's software.  If, based on the final                       
feedback the Company does not believe there will be sufficient                  
demand for its software, the Company will have to reevaluate its                
business plan and perhaps discontinue planned operations.                       

3                                                                               

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Products                                                              

The Company's software product is made up of two software             
programs, StockEX and Investor Account Manager ("IAM").  The                    
Company purchased the rights to license the IAM software in the                 
Caribbean and Latin America in June 1998.  From June 1998 to June               
1999, the Company retained a staff of four to six independent                   
outside programmers who continued research, development and                     
testing of the IAM software and StockEX software.  The                          
programmers also worked to integrate the two software packages.                 
The Company relied primarily on the proceeds from the sale of its               
securities to fund these research, development and testing                      
expenses.                                                                       

Since July 1999, the Company has continued to develop its             
software, however, due to lack of funds, the Company's                          
development efforts have decreased significantly.  The Company                  
has relied primarily on the efforts of Mr. Dong, a Company                      
director, and more recently, Mr. Jones, the Company                             
CEO/President, to meet its technical needs.  From time to time,                 
the Company has also used the services of an outside independent                
programmer.  The brokerage houses currently testing the Company's               
software are not charging the Company any fee for testing.                      

StockEX                                                     

StockEX is a proprietary transaction-based software program           
which provides an interface between the investor's computer and                 
the brokerage's web site, which the Company developed in-house                  
with the help of independent contractors.  Via StockEX, the                     
investor can setup online stock trading accounts through the                    
brokerage's web site.  In addition to providing online stock                    
trading, the StockEX program also offers such record keeping                    
features as trade confirmations and records of all transactions                 
executed by the client.                                                         

Investor Account Manager                                    

IAM is an easy to operate, cost effective and customizable            
PC based software program designed to manage client transactions.               
This software offers several account management programs that                   
interface with one another.  These include managing cash                        
accounts, pooled funds, assets and securities trading accounts                  
along with client account reporting via the internet.  This                     
software will allow a brokerage house, investment manager or                    
trustee to access and provide full client account information to                
their clients, including the following:                                         

"CASH MANAGEMENT ACCOUNT" which is a cash account           
management system for checking and savings type accounts.             

It can be linked to an investment account to facilitate               
withdrawals and deposits of funds in conjunction with                 
security trading.                                                     
"FUND ACCOUNT" which is a cash/share management system      
which allows a broker, mutual fund or trust manager to                
process investor contributions, withdrawals, dividends, and           
earnings in accordance with the time value of each                    
transaction for accurate distribution of income to each               
investor.  This feature is capable of calculating proper              
income distributions to an unlimited number of investors or           
accounts.                                                             

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"INVESTMENT ACCOUNT" is an asset/investment management      
system which allows an investment manager to trade and                
manage assets for the Fund Account and/or individual                  
investors.  For buy and sell transactions, funds will                 
automatically be drawn from or deposited to a designated              
"Trading Cash Account" for easy cash management.                      

To the Company's knowledge, the IAM software is not being             
used operationally in any other markets.                                        

Marketing                                                             

The Company expects that testing and development based on             
testing results should be finished during the first quarter 2001.               
At that time,  the Company intends to undertake an aggressive                   
direct marketing program in the Caribbean, as funds will allow.                 
Specifically, the Company will do e-mail drops to as many                       
brokerage houses in the Caribbean and Latin America as it can                   
reach, inviting them to visit the Company's website.  Visitors to               
the website will have access to a fully functional demo of the                  
software allowing them to test the software and its capabilities.               
Visitors to the website will be provided  information on how to                 
contact the Company.  The website will also ask visitors for                    
information that the Company can use to make follow up contact.                 
The Company does not currently have a website.  Assuming the                    
Company has adequate funds, it intends to launch the website by                 
year end 2000.                                                                  

The Company may also undertake direct mailing and direct              
calling programs providing information about the Company's                      
software and directing interested parties to the Company's                      
website for additional information.                                             

The Company anticipates costs associated with its marketing           
efforts could range from $400,000 to $500,000 over the next                     
twelve months.  Clearly, the Company does not currently have                    
sufficient funds to meet these needs.  The Company anticipates it               
will need to sell shares of its stock, or seek some other type of               
equity of debt financing to help it meet these costs.  The                      
Company is not and will not actively seek funds until current                   
software testing is finished.  The Company currently has no                     
commitments from any source to provide these funds.                             

Until funds permit and need dictates, the Company's officers          
and directors will assume responsibility for marketing the                      
Company's software.                                                             

Distribution                                                          

The Company will seek to establish license agreements with            
brokerage houses in the Caribbean and Latin America.  Pursuant to               
these license agreements, the brokerage houses will distribute                  
the Net:X software to brokers, and brokerage clients, including                 
fund and investment managers, trust managers, and individual                    
investors.  The brokers, managers and clients will then be able                 
to manage their accounts online.  They will also be able to trade               
stocks online via pre-established securities trading accounts                   
with the brokerage house from whom they received the software.                  

5                                                                               

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The Company believes that having brokerage houses distribute          
the Company's software to their existing and new brokers,                       
managers and clients will speed market penetration of the                       
software as opposed to the Company attempting to market the                     
software to individual users.                                                   

Licensing Fee                                                         

Consistent with current trends in the internet software               
industry, the Company will provide its software to interested                   
brokerages and their clients with no up-front charge.  The                      
licensing agreement will provide that the brokerage houses, not                 
the investors, pay Net:X on a per use basis.  The licensing fee                 
will be $10.00 per stock trade.  The Net:X software is programmed               
to record each trade done by each brokerage.  The system is also                
programmed to download to the Company information regarding the                 
number of stock trades executed online by each brokerage.  The                  
licensing agreement will provide that each brokerage pay the                    
license fee on a bi-weekly basis or monthly basis.  Thus, the                   
licensing fee to be paid by the brokerage will be equal to the                  
number of stock trades executed within the appropriate time frame               
multiplied by $10.00 per trade.                                                 

The Company is aware that services such as E*Trade,                   
Ameritrade, Charles Schwab, and others charge from $8.00 per                    
trade to $29.99 per trade and up.  Offshore brokerage houses,                   
however, are not subject to the regulations of the NASD, the                    
S.E.C., and other U.S. and State regulatory agencies, with their                
commission and price restrictions.  Based on an informal survey                 
recently conducted by the Company, it found that of the few                     
offshore brokerages offering online trading, the fees ranged from               
$19.99 to $75.00 per trade.  Most charged quite a bit more than                 
the going rate in the United States.                                            

The Company believes that offshore brokerages will be                 
willing to pay the $10.00 per trade licensing fee for several                   
reasons.  First, many of the brokerages in the Caribbean and                    
Latin America still rely on cumbersome and time consuming manual                
order-writing and record keeping to execute trades and manage                   
securities accounts.  The account management and record keeping                 
features of the Company's software will allow brokerages to                     
manage accounts electronically, thus eliminating much of the                    
inefficiency and cost of manual systems.  Also, as demand for                   
online access to accounts increases, brokerage houses not                       
offering online capabilities will be at a significant competitive               
disadvantage.                                                                   

The Company also believes that to the extent offshore                 
brokerages using the Company's software may charge higher per                   
trade fees to their clients than the going rate in the United                   
States, the offshore brokerage clients will be willing to pay                   
those fees.  The Company bases this belief, in part, on the fact                
that many United States brokerage firms do not allow foreign                    
investors to open accounts with their firms unless the investor                 
has a United States address and a United States social security                 
number.  This is certainly an inconvenience for non-United States               
citizens and may, in some instances, subject them to United                     
States tax liability.  The Company believes foreign investors                   
will be willing to pay the potentially higher fees charged by                   
offshore brokerages for online account management and stock                     
trading to avoid these inconveniences.  Moreover, as discussed                  

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above, given the improved efficiency and potential cost savings,                
brokerages houses using the Company's software may not increase                 
the fees they charge their clients.                                             

The Company knows of no reliable source of information as to          
the volume of stock traded by Caribbean and Latin America                       
brokerage houses.  Therefore, it is very difficult for the                      
Company to predict the number of stock trades that might be                     
executed by brokerage houses using the Company's software.                      
Without this knowledge, it is impossible for the Company to know                
whether there is sufficient volume in the market for it to                      
operate profitably.  The Company believes that until there are a                
number of brokerages using the company's software, it will be                   
unable to determine whether it can operate profitably.  Once                    
there are a number of brokerages using the software, the  Company               
should be able to better gauge overall volume and its potential                 
market penetration.  Based on this information, the Company                     
should better understand the number of licensees it will need to                
be profitable.  The Company does not believe it will be in a                    
position to make this determination until at least the third                    
quarter of 2001.                                                                

Employees                                                             

Currently, the Company's only employee is its CEO/President           
William Jones.  The day-to-day affairs of the Company are                       
currently being handled by its officers and directors.  Mr. Jones               
dedicates 100% of his time to Company affairs.  Mr. Jones is also               
currently handling most of the ongoing research and development                 
needs of the Company, and working with the brokerage houses                     
testing the Company's software to address questions and requests                
for additional features. Andrew Dong, a Company director                        
currently dedicates 50% of his time to Company affairs.  Mr. Dong               
is also assisting in research and development and will be                       
primarily responsible for implementing the Company's marketing                  
program.  The Company currently does not have any employment                    
contracts with its officers or directors.                                       

Assuming there is sufficient funding, over the next twelve            
months the Company anticipates the need to hire a full time                     
secretary/office manager to oversee the day-to-day affairs of the               
Company.  As demand dictates, the Company anticipates also                      
needing to hire 1-3 persons to assist in marketing, sales and                   
customer service.  Depending on need, the Company may also hire a               
programming specialist to provide technical support and                         
development services.                                                           

Reports to Security Holders                                                     

Prior to the filing of this registration statement on Form            
10-SB, the Company was not subject to the reporting requirements                
of Section 13(a) or 15(d) of the Exchange Act.  Upon                            
effectiveness of this registration statement, the Company will                  
file annual and quarterly reports with the Securities and                       
Exchange Commission ('SEC"). The public may read and copy any                   
materials filed by the Company with the SEC at the SEC's Public                 
Reference Room at 150 Fifth Street, N.W., Washington, D.C. 20549.               
The public may obtain information on the operation of the Public                
Reference Room by calling the SEC at 1-800-SEC-0330. The Company                
is an electronic filer and the SEC maintains an Internet site                   
that contains reports and other information regarding the Company               
which may be viewed at  http://www.sec.gov.                                     

7                                                                               

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Item 2.   Plan of Operation                                                     

For a complete understanding, this Plan of Operations should          
be read in conjunction with Part I, Item 1, Description of                      
Business and Part F/S - Financial Statements to this Form 10-SB.                

Because the Company is still testing and developing its               
software, it expects that operating losses will continue until                  
such time as sales generate sufficient revenue to fund continuing               
operations.  The Company will not market and sell its software                  
until testing and development based on testing results is                       
completed.  Based on initial feedback from the brokerage houses                 
testing the software, the Company believes this could occur by                  
the end of the first quarter 2001.  The Company does not know,                  
however, how long it will take to generate sufficient sales to                  
fund the Company's continuing operations or to produce net                      
income.                                                                         

The Company recently delivered pre-production versions of             
its software to 12 offshore brokerage houses for testing to                     
determine how well the software will function in actual                         
application, what additional features brokerages may want, and                  
what type of demand there may be for the Company's software.  To                
date, the Company has received only initial feedback from these                 
brokerages.  The feedback has been primarily positive.  Several                 
brokerages have suggested additional features to enhance the                    
software.  The Company is, where practicable, investigating and                 
implementing the changes.  The Company expects testing to be                    
completed by the fourth quarter 2000.  Clearly, feedback from                   
these brokerage houses will have a significant effect on the                    
Company's operations for the next twelve months.                                

If feedback from the brokerages is positive, and limited              
changes to the Company's software are required, the Company                     
anticipates having a production version of its software ready for               
distribution by the end of the first quarter of 2001.  The                      
Company will then focus its efforts on marketing the software.                  
The Company anticipates needing approximately $500,000 to $600,00               
during the ensuing twelve months to meet its marketing,                         
production and operational needs in this scenario.                              

If feedback from the brokerages indicates that there is only          
limited need or interest in the Company's software or that                      
significant additional research and development is needed, the                  
Company will need to reevaluate its business plan to determine                  
what, if any market exists for the Company's software.  If this                 
is the case, the Company may be forced to changes its business                  
focus or even to discontinue operations.                                        

Additionally, because the computer software industry is               
intensely competitive and rapidly evolving, the Company may need                
to continue improving its software to keep pace with its                        
competitors.  This could require additional capital to fund the                 
cost of ongoing research and development.                                       

Once the Company receives final feedback from the brokerages          
and has a better understanding of its future needs, the Company                 
will formulate specific plans for raising additional capital.                   

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The Company will explore all avenues of financing available                     
including equity financing through the sale of additional                       
securities and debt financing through loans and lines of credit.                
Given the Company's lack of operations and revenue, there is no                 
guarantee the Company will be able to obtain additional capital                 
to meet its needs.  If additional capital cannot be obtained, or                
if a market for the Company's software does not develop, the                    
Company's business, financial condition and results of operations               
will be adversely effected and may force the Company to cease                   
operations.                                                                     

As of March 31, 2000, the Company had no cash on hand.  As            
of March 31, 2000, the Company had accumulated deficit of                       
($2,629,212) funded by paid-in capital.  During the nine months                 
ended March 31, 2000, and the years ended June 30, 1998 and 1999,               
the Company had losses from operations of ($7,023), ($606,358)                  
and ($280,230) respectively.  The Company expects that operating                
losses will continue until such time as product sales generate                  
sufficient revenue to fund its continuing operations, as to which               
there can be no assurance.                                                      

Finally, the report from the Company's independent                    
accountants includes an explanatory paragraph which describes                   
substantial doubt concerning the ability of the Company to                      
continue as a going concern without additional contributions to                 
capital.  See "Financial Statements - Report of Independent                     
Accountants" and Note 2 - Going Concern.                                        

Item 3.   Description of Property                                               

In June 1998, the Company exchanged 6,400,000 shares of               
common stock of the Company for the licensing rights to the                     
Island Product Management Investor Account Manager ("IAM")                      
software.                                                                       

Property & Facilities                                                           

The Company currently leases 500 square feet of office space          
located at Salina 149-B Willemsted, Curacao in the Netherlands,                 
Antilles.  The Company pays $500 per month on a year lease                      
agreement which expires December 31, 2000, after which, the lease               
is renewable for another year at the same rate.  The Company                    
believes this lease to be no more or less favorable than the                    
current market rates.  The Company's officers and directors are                 
currently paying the rental expenses.  The Company is not                       
obligated to repay the officers and directors for this expense.                 

Investment Policies                                                             

Currently the Company does not own any real property.  In             
addition, the Company has no intention to purchase any real                     
property at this time.  Therefore, the Company does not have any                
policies with respect to investments in real estate or interests                
in real estate, real estate mortgages, or securities of/or                      
interests in persons primarily engaged in real estate activities.               
The Company, however, may pursue the purchase of real property if               
the need arises.  These properties would not be pursued for                     
investment purposes.  Rather, they will be used to carry out the                
business of the Company.                                                        

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Item 4.   Security Ownership of Certain Beneficial Owners and                   
Management                                                  

The following table sets forth as of September 1, 2000, the           
name and the number of shares of the Company's Common Stock, par                
value $.001 per share, held of record or beneficially by each                   
person who held of record, or was known by the Company to own                   
beneficially, more than 5% of the 11,023,609 issued and                         
outstanding shares of the Company's Common Stock, and the name                  
and shareholdings of each director and of all officers and                      
directors as a group.                                                           

Title of  Name and Address of          Amount and Nature                        
Class     Beneficial Owner             of Beneficial                            
                                   Ownership(2)      Percentage of Class

Common    Ronald J. McFadyen(1)(2)     4,996,000                45.32%          
2001 Leeward Highway                                        
Turks & Caicos Isles, B.W.I.                                

Common   Ronald J.McFadyen (1)         4,288,000                38.90%          
Island Product Management                                     
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

Common   Ronald J.McFadyen (1)(2)      708,000                  6.42%           
Temple Trust                                                  
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

Common   Andrew Dong (3)(4)            1,210,000                10.98%          
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

Common   Andrew Dong (4)               1,210,000                10.98%          
BSA Development LTD                                           
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

Common   Hugh Bright(5)                704,000                  6.39%           
Alan Cole (5)                                                 
Interval Vacation Centre, LTD                                 
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

Common   Marlene Ma (6)                704,000                  6.39%           
Lavin International LTD                                       
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

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Common   Crawford Ward (7)             704,000                  6.39%           
Portorford Communications LTD                                 
2001 Leeward Highway                                          
Turks & Caicos Isles, B.W.I.                                  

Common   William Jones                 0                        0.00%           
Salina 149-B                                                  
Willemstad, Curacao                                           
Netherlands, Antilles                                         
______________________________________________________________________          

Common   Officers, Directors and                                                
Nominees as a Group:         1,210,000                10.98%  
______________________________________________________________________          

The term "beneficial owner" refers to both the power of               
investment (the right to buy and sell) and rights of ownership                  
(the right to received distributions from the company and                       
proceeds from sales of the shares). Inasmuch as these rights or                 
shares may be held by more than one person, each person who has a               
beneficial ownership interest in shares is deemed the beneficial                
owners of the same shares because there is shared power of                      
investment or shared rights of ownership.                                       

(1) Ronald J. McFadyen has voting power over the Company                        
securities held by Island Product Management and Temple Trust.                  
Therefore, the shares attributed to Mr. McFadyen are the                        
4,288,000 shares held by Island Product Management and the                      
708,000 shares beneficially owned by Temple Trust.  Mr. McFadyen                
holds no shares in his own name.                                                

(2) Temple Trust is the beneficial owner of Temple Mortgage                     
Corporation LTD, record holder of 198,000 shares, and Temple                    
Securities LTD, record holder of 510,000 shares.  Therefore,                    
shares held by Temple Mortgage Corporation LTD and Temple                       
Securities LTD are counted as shares for Temple Trust.                          

(3) Officer and/or Director of the Company                                      

(4) Andrew Dong is a beneficial owner of BSA Development LTD.                   
Therefore, the 1,210,000 attributed to Mr. Dong are the same                    
1,210,000 shares held in the name of BSA Development LTD.  Mr.                  
Dong holds no shares in his own name.                                           

(5) Mr. Bright and Mr. Cole each own 50% of the shares held by                  
Interval Vacation Centre, Ltd., therefore they each have voting                 
power over the Company shares held by Interval.                                 

(6) Ms. Ma has voting power over the Company shares held by                     
Lanvin International Ltd.                                                       

(7) Mr. Ward has voting power over the Company securities held by               
Portorford Communications, Ltd.                                                 

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The Company knows of no arrangements which would result in a          
change in control of the Company.                                               

Item 5. Directors, Executive Officers, Promoters and Control Persons            

Name               Age       Position(s)        Director or Officer Since       

William D. Jones   40        CEO/President      January 2000                    
Secretary             
Treasurer             
Director              

Andrew Dong        38        Director           June 1996                       

The following sets forth certain biographical information             
relating to the Company's Officers and Directors:                               

William D. Jones, CEO/President, Secretary, Treasurer and             
Director, age 40.  Mr. Jones was appointed CEO/President of the                 
Company in January 2000, when the then controlling management of                
the Company, whose primary expertise was in the areas of finance                
and accounting, determined that it was in the best interest of                  
the Company to obtain the services of an individual experienced                 
in information technology and computer networking.  From 1996 to                
December 1999, Mr. Jones served as the president of OSIA, a                     
company he founded in 1996.  During that time, Mr. Jones also                   
founded IsleASP and ASPen, related companies to OSIA.  OSIA,                    
IsleASP and ASPen provide information technology and computer                   
network consulting services.  In 1994, Mr. Jones co-founded                     
Network Technology Professionals, Inc., ("NTP") and served as its               
president from 1994 to 1996.  NTP also specialized in providing                 
information technology and computer network consulting services.                
While with NTP, Mr. Jones designed and implemented a large LAN                  
server in Canada, which currently services more than 7,000 end                  
users.  From 1990 to 1994, Mr. Jones worked as the Senior Systems               
Engineer for ComputerCorp, which later became CrownTek Canada.                  
As Senior Systems Engineer, Mr. Jones was responsible for                       
information technology design, implementation and support for                   
Fortune 1000 companies.  Mr. Jones holds advanced technical                     
certifications from Novell, Compaq, Microsoft and Cisco.                        

Mr. Jones is dedicating 100% of his time to Company affairs.          
Mr. Jones resides in Curacao, Netherlands Antilles.                             

Andrew Dong, Director, age 38.  Mr. Dong received his                 
Bachelor of Math degree in 1985 from the University of Waterloo,                
Waterloo, Ontario.  Mr. Dong worked for eleven years in the                     
Information Systems field.  In 1988 he began working at Saville                 
Systems, a Galaway, Ireland based company that creates                          
telecommunications billing software.  He worked in software sales               
and customer relations.  He also worked in the Product                          
Development, Research and Development and Consulting Services                   
departments of Saville.  When he retired from Saville in 1996,                  
Mr. Dong was a Vice President of Business Development.  Since his               
retirement in 1996 Mr. Dong has served as a Director of Net:X                   
America, Inc.                                                                   

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Mr. Dong currently dedicates about 50% of his time to                 
Company affairs.  Mr. Dong will dedicate up to 100% of his time                 
to the Company as the need arises.  Mr. Dong currently resides in               
Turks and Caicos Islands, B.W.I.                                                

Dependence Upon Key Personnel                                                   

The Company believes that its success will depend                     
significantly upon the efforts and abilities of William Jones and               
Andrew Dong.  The loss of their services could have a material                  
adverse effect on the Company's business, financial condition and               
results of operations.  In addition, the Company's future success               
will depend upon its ability to continue to attract and retain                  
qualified personnel.  There can be no assurance that the Company                
will be successful in attracting and retaining such personnel.                  

Family Relationships                                                            

None.                                                                 

Item 6.          Executive Compensation                                         

The following chart sets forth certain summary information            
concerning the compensation paid or accrued for each of the                     
Registrant's last three completed fiscal years to the                           
Registrant's or its principal subsidiaries' chief executive                     
officers and each of its other executive officers that received                 
compensation in excess of $100,000 during such period (as                       
determined at June 30, 1999, the end of the Registrant's last                   
completed fiscal year).                                                         

  SUMMARY COMPENSATION TABLE

                                                  Long Term Compensation
         Annual Compensation Other Awards        Payouts

                                               Rest-         All
Name                                           Annual  ricted        Other      
and Principal                 Bonus Compen-    Stock   Options       Compen-    
Position           Year Salary  $   sation     Awards  /SARs   LTIP  sation     
____________________________________________________________________________    
William D. Jones   1999   0     0    0           0       0      0      0        
CEO/President,                                                                  
Secretary          1998   0     0    0           0       0      0      0        
Treasurer and                                                                   
Director           1997   0     0    0           0       0      0      0        

Andrew Dong        1999   0     0    0           0       0      0      0        
Director           1998   0     0    0        100,000(1) 0      0      0        
           1997   0     0    0           0       0      0      0

Jerry Joiner       1999 $20,000 0    0           0       0      0      0        
Former-CEO/                                                                     
President          1998 $60,000 0    0           0  300,000(1)  0      0        
Former-Director    1997   0     0    0           0       0      0      0        

Ronald J. McFadyen 1999   0     0    0           0       0      0      0        
Former-Secretary/  1998   0     0    0           0  200,000(1)  0      0        

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Treasurer          1997   0     0    0           0       0      0      0        
Former-Director                                                                 

(1) Stock Options were granted by the Company on August 21, 1998                
at an exercise price of $0.11 per share.  These options were                    
granted for a period of one year beginning August 21, 1998.  The                
Company received no money for these options.  They have since                   
expired without being exercised.                                                

Compensation of Directors                                                       

None                                                                  

Employment Contracts and Termination of Employment and Change in                
Control Arrangement                                                             

None.                                                                 

Item 7.           Certain Relationships and Related Transactions                

The Company is not expected to have significant dealings              
with affiliates.  If there are such dealings, however, the                      
parties will attempt to deal on terms competitive in the market                 
and on the same terms that either party would deal with a third                 
person.                                                                         

Item 8.         Description of Securities                                       

The Company's authorized capital stock consists of                    
200,000,000 shares of common stock with $.001 par value.  The                   
Company has11,023,609 outstanding shares of its common stock, all               
of which are validly issued, fully paid and nonassessable.                      
Holders of the common stock are entitled to receive dividends                   
when and as declared by the Board of Directors out of funds                     
legally available therefore.  Any such dividends may be paid in                 
cash, property, or shares of the Company's common stock.                        

All shares of the Company's common stock have equal voting            
rights and, when validly issued and outstanding, will have one                  
vote per share on all matters to be voted upon by the                           
shareholders.                                                                   

The Company has appointed Interwest Transfer Company, Inc.            
as the transfer agent and registrar for the Company's securities.               

PART II                 

Item 1.   Market Price of and Dividends on the Registrant's                     
Common Equity and other Shareholder Matters.                

The Company's common stock is listed on the Over the Counter          

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Bulletin Board ("OTCBB"), under the symbol "NXAME".  As of                      
September 1, 2000 the Company had 109 shareholders holding                      
11,023,609 shares of common stock.  Of the issued and outstanding               
common stock 4,599,849 are free trading, the balance are                        
restricted stock as that term is used in Rule 144.  The Company                 
has never declared a dividend on its common Stock.                              

CLOSING BID                             
                     CLOSING ASK
HIGH           LOW            HIGH           LOW  

Third Quarter                                                                   
Jan. 1, 1998-                                                                   
March 31, 1998   .31           .10            1.88           .75                

Fourth Quarter                                                                  
April 1, 1998-                                                                  
June 30, 1998    .20           .01             .75           .75                

First Quarter                                                                   
July 1, 1998-                                                                   
Sept. 30,1998    .12           .01             .28           .28                

Second Quarter                                                                  
Oct.1, 1998-                                                                    
Dec. 31, 1998    .30           .03125          .51           .15                

Third Quarter                                                                   
Jan. 1, 1999-                                                                   
March 31, 1999   .30           .04             .51           .125               

Fourth Quarter                                                                  
April 1, 1999-                                                                  
June 30, 1999    .0625         .02              .15           .05               

First Quarter                                                                   
July 1, 1999-                                                                   
Sept. 30, 1999   .20           .02              .35           .05               

Second Quarter                                                                  
Oct.1, 1999-                                                                    
Dec. 31, 1999    .07           .06              .11           .08               

Third Quarter                                                                   
Jan. 1, 2000-                                                                   
Mar. 31, 2000   .25            .02              .20           .125              

The quotations listed above have been retroactively restated to                 

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reflect a five shares for one reverse split effected by the                     
Company on April 24, 1998.                                                      

The above quotations, as provided by the National Quotation           
Bureau, LLC., represent prices between dealers and do not include               
retail markup, markdown or commission.  In addition, these                      
quotations do not represent actual transactions.                                

Item 2.   Legal Proceedings.                                                    

None.                                                                 

Item 3.   Changes in and Disagreements with Accountants                         

None.                                                                 

Item 4.   Recent Sales of Unregistered Securities                               

a.   Date                Title            Amount Sold                 

February 25, 1997   Common               48,755             
August 27, 1997     Common              191,061             
June 12, 1998       Common            4,000,000             
June 12, 1998       Common            6,400,000             

The number of shares issued have been retroactively restated to                 
reflect the two-for-one forward stock split and the one-for-five                
reverse stock split.                                                            

b.   February 25, 1997 - 48,755 common shares were issued to          
accredited investors for $121,888.  The shares were issued                      
without registration under the Securities Act in reliance on an                 
exemption from registration provided by Section 3(b) and Rule 504               
of Regulation D promulgated under the Securities Act and from                   
similar applicable states securities laws, rules and regulations                
exempting the offer and sale of these securities by available                   
state exemptions.  No general solicitation was made in connection               
with the offer or sale of these securities, and the aggregate                   
offering price of securities offered for sale by the Company in                 
the twelve months preceding the offering did not exceed                         
$1,000,000.                                                                     

August 27, 1997 - 191,061 common shares were issued to      
accredited investors for $475,653.  The shares were issued                      
without registration under the Securities Act in reliance on an                 
exemption from registration provided by Section 3(b) and Rule 504               
of Regulation D promulgated under the Securities Act  and from                  
similar applicable states securities laws, rules and regulations                
exempting the offer and sale of these securities by available                   
state exemptions.  No general solicitation was made in connection               
with the offer or sale of these securities and the                              

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aggregate offering price of securities offered for sale by the Company in       
the twelve months preceding the offering did not exceed                         
$1,000,000.                                                                     

June 12, 1998 - 4,000,000 common shares were issued to      
accredited investors for $400,000.  The shares were issued                      
without registration under the Securities Act in reliance on an                 
exemption from registration provided by Section 3(b) and Rule 504               
of Regulation D promulgated under the Securities Act and from                   
similar applicable states securities laws, rules and regulations                
exempting the offer and sale of these securities by available                   
state exemptions.  No general solicitation was made in connection               
with the offer or sale of these securities and the aggregate                    
offering price of securities offered for sale by the Company in                 
the twelve months preceding the offering did not exceed                         
$1,000,000.                                                                     

June 12, 1998 - 6,400,000 common shares were issued to      
acquire the licensing rights to Island Product Management's                     
Investor Account Manager (IAM) software.  These shares were                     
valued at $0.25 per share.  The shares were issued without                      
registration under the Securities Act in reliance on an exemption               
from registration provided by Rule 4(2) of the Securities Act.                  
The Company also granted stock options to purchase up to              
1,000,000 shares of Company common stock at an exercise price of                
$0.11 per share to seven individuals on August 21, 1998 for no                  
consideration.  These options were granted for a period of one                  
year beginning August 21, 1998.  All of the options expired                     
without being exercised.                                                        

Item 5.          Indemnification of Directors and Officers                      

The statutes, charter provisions, bylaws, contracts or other          
arrangements under which controlling persons, directors or                      
officers of the registrant are insured or indemnified in any                    
manner against any liability which they may incur in such                       
capacity are as follows:                                                        

The Company's bylaws provide that the corporation shall               
indemnify any individual made a party to a proceeding because                   
such individual was a director of the corporation to the extent                 
permitted by and in accordance with Section 60.387, et. Seq. of                 
the Oregon Revised Statutes or any amendments of successor                      
section of like tenor.                                                          

The Company's bylaws also provide that the board of                   
directors may authorize the corporation to indemnify and advance                
expenses to any officer, employee, or agent of the corporation                  
who is not a director of the corporation to the extent permitted                
by the Oregon Revised statutes.                                                 
Section 60.391 of the Oregon Revised Statutes provides that           
directors may be indemnified:                                                   

(1) Except as provided in subsection (4) of this section, a           
corporation may indemnify an individual made a party to a                       
proceeding because the individual is or was a director against                  
liability incurred in the proceeding if:                                        
(a) The conduct of the individual was in good faith;                  

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(b) The individual reasonably believed that the individual's          
conduct was in the best interests of the corporation, or at least               
not opposed to its best interests; and                                          
(c) In the case of any criminal proceeding, the individual            
had no reasonable cause to believe the individual's conduct was                 
unlawful.                                                                       

(2) A director's conduct with respect to an employee benefit          
plan for a purpose the director reasonably believed to be in the                
interests of the participants in and beneficiaries of the plan is               
conduct that satisfies the requirement of subsection (1)(b) of                  
this section.                                                                   

(3) The termination of a proceeding by judgment, order,               
settlement, conviction or upon a plea of nolo contendere or its                 
equivalent is not, of itself, determinative that the director did               
not meet the standard of conduct described in this section.                     

(4) A corporation may not indemnify a director under this             
section:                                                                        
(a) In connection with a proceeding by or in the right of             
the corporation in which the director was adjudged liable to the                
corporation; or                                                                 
(b) In connection with any other proceeding charging                  
improper personal benefit to the director in which the director                 
was adjudged liable on the basis that personal benefit was                      
improperly received by the director.                                            

(5) Indemnification permitted under this section in                   
connection with a proceeding by or in the right of the                          
corporation is limited to reasonable expenses incurred in                       
connection with the proceeding. [1987 c.52 s.95]                                

Section 60.394 of the Oregon Revised Statutes provides for            
mandatory indemnification of directors in the following                         
circumstances:                                                                  

Unless limited by its articles of incorporation, a                    
corporation shall indemnify a director who was wholly successful,               
on the merits or otherwise, in the defense of any proceeding to                 
which the director was a party because of being a director of the               
corporation against reasonable expenses incurred by the director                
in connection with the proceeding.                                              

Pursuant to ORS 60.397, the Company may reimburse directors           
for reasonable expenses incurred by a director who is a party to                
a proceeding in advance of final disposition of the proceeding                  
if:                                                                             

(a) The director furnishes the corporation a written                  
affirmation of the director's good faith belief that the director               
has met the standard of conduct described in ORS 60.391; and                    
(b) The director furnishes the corporation a written                  
undertaking, executed personally or on the director's behalf, to                
repay the advance if it is ultimately determined that the                       
director did not meet the standard of conduct.                                  

(2) The undertaking required by subsection (1)(b) of this             
section must be an unlimited general obligation of the director                 
but need not be secured and may be accepted without reference to                
financial ability to make repayment.                                            

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(3) Any authorization of payments under this section may be           
made by provision in the articles of incorporation, or bylaws, by               
a resolution of the shareholders or board of directors or by                    
contract.                                                                       

A director of the Company who is a party to a proceeding may          
apply for indemnification to the court conducting the proceeding                
or to another court of competent jurisdiction pursuant to ORS                   
60.401. On receipt of an application, the court after giving any                
notice the court considers necessary may order indemnification if               
it determines:                                                                  

(1) The director is entitled to mandatory indemnification             
under ORS 60.394, in which case the court shall also order the                  
corporation to pay the director's reasonable expenses incurred to               
obtain court-ordered indemnification; or                                        

(2) The director is fairly and reasonably entitled to                 
indemnification in view of all the relevant circumstances,                      
whether or not the director met the standard of conduct set forth               
in ORS 60.391 or was adjudged liable as described in ORS 60.391                 
(4), whether the liability is based on a judgment, settlement or                
proposed settlement or otherwise.                                               

The Company may not indemnify a director under ORS 60.391             
unless authorized in the specific case after a determination has                
been made that indemnification of the director is permissible in                
the circumstances because the director has met the standard of                  
conduct set forth in ORS 60.391.                                                

(2) A determination that indemnification of a director is             
permissible shall be made:                                                      

(a) By the board of directors by majority vote of a quorum            
consisting of directors not at the time parties to the                          
proceeding;                                                                     
(b) If a quorum cannot be obtained under paragraph (a) of             
this subsection, by a majority vote of a committee duly                         
designated by the board of directors consisting solely of two or                
more directors not at the time parties to the proceeding.                       
However, directors who are parties to the proceeding may                        
participate in designation of the committee;                                    
(c) By special legal counsel selected by the board of                 
directors or its committee in the manner prescribed in paragraph                
(a) or (b) of this subsection or, if a quorum of the board of                   
directors cannot be obtained under paragraph (a) of this                        
subsection and a committee cannot be designated under paragraph                 
(b) of this subsection, the special legal counsel shall be                      
selected by majority vote of the full board of directors,                       
including directors who are parties to the proceeding; or                       
(d) By the shareholders.                                              

(3) Authorization of indemnification and evaluation as to             
reasonableness of expenses shall be made in the same manner as                  
the determination that indemnification is permissible, except                   
that if the determination is made by special legal counsel,                     
authorization of indemnification and evaluation as to                           
reasonableness of expenses shall be made by those entitled under                
subsection (2)(c) of this section to select counsel.                            

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The Company may indemnify its officers, employees and agents          
as follows:                                                                     

(1) An officer of the corporation is entitled to mandatory            
indemnification under ORS 60.394, and is entitled to apply for                  
court-ordered indemnification under ORS 60.401, in each case to                 
the same extent as a director under ORS 60.394 and 60.401.                      

(2) The corporation may indemnify and advance expenses under          
ORS 60.387 to 60.411 to an officer, employee or agent of the                    
corporation to the same extent as to a director.  See ORS 60.407.               

The Company may purchase and maintain insurance on behalf of          
an individual against liability asserted against or incurred by                 
the individual who is or was a director, officer, employee or                   
agent of the corporation or who, while a director, officer,                     
employee or agent of the corporation, is or was serving at the                  
request of the corporation as a director, officer, partner,                     
trustee, employee or agent of another foreign or domestic                       
corporation, partnership, joint venture, trust, employee benefit                
plan or other enterprise. The corporation may purchase and                      
maintain the insurance even if the corporation has no power to                  
indemnify the individual against the same liability under ORS                   
60.391 or 60.394.  See ORS 60.411.                                              

The indemnification and provisions for advancement of                 
expenses provided herein shall not be deemed exclusive of any                   
other rights to which directors, officers, employees or agents                  
may be entitled under the corporation's articles of incorporation               
or bylaws, any agreement, general or specific action of its board               
of directors, vote of shareholders or otherwise, and shall                      
continue as to a person who has ceased to be a director, officer,               
employee or agent and shall inure to the benefit of the heirs,                  
executors and administrators of such a person. Specifically and                 
not by way of limitation, a corporation shall have the power to                 
make or agree to make any further indemnification, including                    
advancement of expenses, of:                                                    

(a) Any director as authorized by the articles of                     
incorporation, any bylaws approved, adopted or ratified by the                  
shareholders or any resolution or agreement approved, adopted or                
ratified, before or after such indemnification or agreement is                  
made, by the shareholders, provided that no such indemnification                
shall indemnify any director from or on account of acts or                      
omissions for which liability could not be eliminated under ORS                 
60.047 (2)(d); and                                                              
(b) Any officer, employee or agent who is not a director as           
authorized by its articles of incorporation or bylaws, general or               
specific action of its board of directors or agreement. Unless                  
the articles of incorporation, or any such bylaws, agreement or                 
resolution provide otherwise, any determination as to any further               
indemnity under this paragraph shall be made in accordance with                 
ORS 60.404.                                                                     

(2) If articles of incorporation limit indemnification or             
advance of expenses, any indemnification and advance of expenses                
are valid only to the extent consistent with the articles of                    
incorporation.                                                                  

(3) The Company's may also pay or reimburse expenses                  
incurred by a director in connection with the director's                        
appearance as a witness in a proceeding at a time when the                      

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director has not been made a named defendant or respondent to a                 
proceeding.  See ORS 60.414.                                                    

PART F/S                

The following financial statements of the Company are filed           
as a part of this report:                                                       

Report of Independent Accountants                           
Balance Sheets as of June 30, 1999, and the interim         
period through March 31, 2000 (unaudited);                  
Statements of Operations for the years ended June 30,       
1999, 1998, and the interim period ended March 31, 2000     
(unaudited);                                                
Statements of Stockholders' Equity for the years ended      
June 1998, 1999, and the interim period through March       
31, 2000 (unaudited);                                       
Statements of Cash Flows for the years ended June 1998,     
1999, and the interim period through March 31, 2000,        
(unaudited);                                                
Notes to Financial Statements.                              

PART III                

Item 1.   Index to Exhibits                                                     

Exhibit                                                                         
Number      Title of Document                             Location              

2.01        Articles of Incorporation                     As Filed              

2.02        Amendments to the Articles of Incorporation   As Filed              

2.03        By-laws                                       As Filed              

12.01       Stock Option Plan                             As Filed              

23.01       Consent of Independent Auditors               Attached              

27.01       Financial Data Schedule                       As Filed              

Item 2.   Description of Exhibits                                               

See Item 1.                                                 
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NET:X AMERICA, INC.               
(A Development Stage Company)               

FINANCIAL STATEMENTS                

March 31, 2000 and June 30, 1999 and 1998               

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C O N T E N T S               

Independent Auditors' Report                                  3                 

Balance Sheets                                                4                 

Statements of Operations                                      5                 

Statements of Stockholders' Equity (Deficit)                  6                 

Statements of Cash Flows                                      7                 

Notes to the Financial Statements                             8                 

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INDEPENDENT AUDITORS' REPORT                    

To the Board of Directors                                                       
Net:X America, Inc.                                                             
(A Development Stage Company)                                                   
Netherlands, Antilles                                                           

We  have  audited  the accompanying balance  sheet  of  Net:X                   
America,  Inc. (a development stage company) as of  June  30,                   
1999  and the related statements of operations, stockholders'                   
equity (deficit), and cash flows for the years ended June 30,                   
1999   and   1998.   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  audit  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 Net:X America, Inc. (a development stage company)                   
as of June 30, 1999 and the results of its operations and its                   
cash  flows  for the years ended June 30, 1999 and  1998,  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 is a development stage company with recurring  losses                   
which  raises substantial doubt about its ability to continue                   
as  a  going concern.  Management's plans in regard to  these                   
matters   are  also  described  in  Note  2.   The  financial                   
statements  do not include any adjustments that might  result                   
from the outcome of this uncertainty.                                           

/S/JONES,JENSEN & COMPANY                                                       
Jones, Jensen & Company                                                         
Salt Lake City, Utah                                                            
May 30, 2000                                                                    

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NET:X AMERICA, INC.               
(A Development Stage Company)               
Balance Sheets                

ASSETS                

                             March 31,      June 30,
                            2000          1999
                          ____________    __________
             (Unaudited)
CURRENT ASSETS                                                                  

Cash and cash equivalents              $         -     $      950             
                          ____________    __________
Total Current Assets                            -            950            

TOTAL ASSETS                          $         -     $      950            
                          ____________    __________

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                

CURRENT LIABILITIES                                                             

Accounts payable                       $   11,468     $   13,243              
                          ____________    __________
Total Current Liabilities                  11,468         13,243            
                          ____________    __________
STOCKHOLDERS' EQUITY                                                            

Common stock; 200,000,000 shares                                              
authorized of $0.001 par value,                                             
11,023,609 and 11,023,609 shares                                            
issued and outstanding, respectively       11,024         11,024            
Additional paid-in capital               2,608,220      2,600,403             
Deficit accumulated during the                                                
development stage                      (2,630,712)    (2,623,720)           
                          ____________    __________
Total Stockholders' Equity (Deficit)      (11,468)       (12,293)           
                          ____________    __________

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  
(DEFICIT)                           $         -    $       950          
                          ____________    __________

4                                                                               

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NET:X AMERICA, INC.       
(A Development Stage Company)       
Statements of Operations        

                                                      From
                                                            Inception on
              For the                                     June 22,
        Nine Months Ended   For the Years Ended     1987 Through
          March 31,              June 30,            March 31,
   ________________________ _____________________   2000
2000          1999       1999       1998      
          _____________ __________ _________  __________ _____________
        (Unaudited)   (Unaudited)                      (Unaudited)

REVENUES       $           - $   20,000 $  20,000  $        -   $    20,000     

EXPENSES                                                                        

Research and                                                                  
development               -     68,597     91,463       8,650      100,113    
Impairment loss                                                               
(Note 5)                  -          -          -   1,600,000    1,600,000    
General  and                                                                  
administrative        7,023    251,668    534,895     271,580      955,015    

Total Expenses       7,023    320,265    626,358   1,880,230    2,655,128   

Loss From                                                                       
Operations          (7,023)   (300,265)  (606,358) (1,880,230)  (2,635,128)   

OTHER INCOME                                                                    

Interest income         31       3,661      4,385           -        4,416    

Total Other                                                                 
Income                31       3,661      4,385           -        4,416  

NET   LOSS     $     (6,992)  $(296,604) $(601,973)$(1,880,230)$ (2,630,712)    

BASIC LOSS                                                                      
PER SHARE     $      (0.00)  $   (0.03) $   (0.05)$     (0.60)                

WEIGHTED AVERAGE                                                                
NUMBER OF SHARES                                                              
OUTSTANDING     11,023,609  11,023,609 11,023,609   3,118,037                 

5                                                                               

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NET:X AMERICA, INC.               
(A Development Stage Company)               
Statements of Stockholders' Equity (Deficit)                

                                                       Deficit
                                                               Accumulated
          Common Stock          Additional    During the
       __________________________     Paid-In          Development
       Shares         Amount       Capital             Stage
         ____________  ____________   _____________  _________________
Balance,                                                                        
June 22, 1987          -   $          -   $           -  $               -    

Common stock                                                                    
issued for                                                                    
cash on                                                                       
July  1,                                                                      
1995  at                                                                      
$0.0025                                                                       
per  share        480,000           480             720                  -    

Common stock                                                                    
issued for                                                                    
cash and                                                                      
revenue rights                                                                
on July 9, 1996                                                               
at $2.50 per                                                                  
share              14,000            14          34,986                  -    

Common stock                                                                    
issued for cash                                                               
at $0.40 per                                                                  
share              57,195            57         142,931                  -    

Stock offering                                                                  
costs                   -             -         (16,700)                 -    

Loss from                                                                       
inception on                                                                  
June 22, 1987                                                                 
through June 30,                                                              
1997                    -             -               -           (141,517)   
         ____________  ____________   _____________  _________________
Balance,                                                                        
June 30, 1997     551,195           551         161,937           (141,517)   

Common stock                                                                    
canceled         (360,000)         (360)            360                  -    

Common stock                                                                    
issued for                                                                    
services                                                                      
and   cash                                                                    
at  $0.31                                                                     
per  share        432,414           433         540,083                  -    

Common stock                                                                    
issued to                                                                     
acquire an                                                                    
exclusive                                                                     
license agreement                                                             
for certain                                                                   
software                                                                      
products        6,400,000        6,400        1,593,600                  -    

Stock offering                                                                  
costs                   -            -          (54,052)                 -    

Net loss for                                                                    
the year ended                                                                
June  30,  1998         -            -                -         (1,880,230)   
         ____________  ____________   _____________  _________________
Balance,                                                                        
June 30,1998    7,023,609        7,024        2,241,928         (2,021,747)   

Common stock                                                                    
issued for                                                                    
cash at                                                                       
$0.10 per                                                                     
share           4,000,000        4,000         396,000                   -    

Stock offering                                                                  
costs                   -            -         (37,525)                  -    

Net loss for                                                                    
the year ended                                                                
June 30, 1999           -            -               -            (601,973)   
         ____________  ____________   _____________  _________________
Balance,                                                                        
June 30, 1999  11,023,609       11,024       2,600,403          (2,623,720)   

Contributed                                                                     
capital                                                                       
(unaudited)              -            -           7,817                   -     

Net loss for                                                                    
the nine months                                                               
ended March 31,                                                               
2000 (unaudited)        -            -               -              (6,992)   
         ____________  ____________   _____________  _________________
Balance,                                                                        
March  31,                                                                    
2000                                                                          
(unaudited)    11,023,609   $     11,024   $   2,608,220  $      (2,630,712)    

6                                                                               

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NET:X AMERICA, INC.     
(A Development Stage Company)     
Statements of Cash Flows      

                                                          From
                                                                Inception on
                For the                                       June 22,
          Nine Months Ended        For the Years Ended  1987 Through
            March 31,                  June 30,          March 31,
   ________________________ _____________________   2000
2000          1999       1999       1998  
          _____________ __________ _________  __________ _____________
        (Unaudited)   (Unaudited)                      (Unaudited)

CASH FLOWS FROM                                                                 
OPERATING ACTIVITIES                                                          

Net loss      $     (6,992) $(296,604) $(601,973) $(1,880,230)$ (2,630,712)   
Adjustments                                                                   
to reconcile                                                                  
net loss to                                                                   
net cash used                                                                 
by operating                                                                  
activities:                                                                   
Common stock                                                                
issued for                                                                  
services               -           -          -      192,188      210,488   
Impairment loss        -           -          -    1,600,000    1,600,000   
Changes in operating                                                          
assets and                                                                  
liabilities:                                                                
Increase (decrease)                                                       
in accounts                                                             
payable           (1,775)     7,169    10,771       2,472        11,468 
          _____________ __________ _________  __________ _____________
Net Cash (Used)                                                           
by Operating                                                            
 Activities       (8,767)  (289,435) (591,202)    (85,570)     (808,756)
          _____________ __________ _________  __________ _____________

CASH FLOWS FROM                                                                 
INVESTING                                                                     
ACTIVITIES                -          -         -           -             -    

CASH FLOWS FROM                                                                 
FINANCING                                                                     
ACTIVITIES                                                                    
          _____________ __________ _________  __________ _____________
Contributed                                                                   
capital              7,817          -         -           -         7,817   
Sale of common                                                                
stock                    -     70,625   362,475     294,276       800,939   
          _____________ __________ _________  __________ _____________

Net Cash Provided                                                         
by Financing                                                            
Activities         7,817    70,625    362,475     294,276       808,756 
          _____________ __________ _________  __________ _____________

NET INCREASE                                                                    
(DECREASE) IN                                                                 
CASH                  (950)   (218,810) (228,727)    208,706             -    

CASH  AT                                                                        
BEGINNING OF                                                                  
PERIOD                 950     229,677   229,677      20,971             -    
          _____________ __________ _________  __________ _____________
CASH AT END OF                                                                  
PERIOD        $           - $   10,867 $     950  $  229,677 $           -    
          _____________ __________ _________  __________ _____________

Cash paid during the year for:                                                  

Interest      $           - $        - $       -  $        - $           -    
Income taxes  $           - $        - $       -  $        - $           -    

NON-CASH FINANCING                                                              

Common stock                                                                  
issued for                                                                    
services      $           - $        -$        -  $  192,188 $     210,488    

7                                                                               

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NET:X AMERICA, INC.               
(A Development Stage Company)               
Notes to the Financial Statements               
March 31, 2000 and June 30, 1999 and 1998               

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      

a.  History                                                       

  The    Company   was   organized   on   June   22,   1987    as    a
  corporation   in   the   State  of  Oregon   under   the   name   of
  WESTAQ    Network,   Inc.   On   June   20,   1996,   the    Company
  changed   its   name  to  Net:X  America,  Inc.   The  Company   was
  organized   for  the  purpose  of  engaging  in  the   business   of
  providing   electronic   information   services   and   any    other
lawful activities.                                                

  The    Company    has   had   no   significant   operations    since
  inception    on   June   22,   1987   and   has    been    in    the
  development    stage   since   inception.     The    Company    will
  remain     in     the    development    stage    until     principal
operations commence.                                              

b.  Accounting Method                                             

  The   Company's   financial  statements  are  prepared   using   the
  accrual   method  of  accounting.   The  Company   has   elected   a
June 30 year end.                                                 

c.  Use of Accounting Estimates                                   

  The    preparation   of   financial   statements    in    conformity
  with    generally    accepted   accounting    principles    requires
  management   to   make  certain  estimates  and   assumptions   that
  affect   the   amounts   reported  in   the   financial   statements
  and   accompanying   notes.   Actual  results  could   differ   form
those estimates.                                                  

d.  Basic Loss Per Share                                          

  The   basic  loss  per  share  of  common  stock  is  based  on  the
  weighted   average   number  of  shares   issued   and   outstanding
during the period of the financial statements.                    

e.  Income Taxes                                                  

  As  of  June  30,  1999,  the  Company  has  a  net  operating  loss
  carryforward     for    federal    income    tax     purposes     of
  approximately   $2,600,000  that  may  be  used  in   future   years
  to    offset    taxable    income.    The   net    operating    loss
  carryforward  will  expire  in  2019.   The  tax  benefit   of   the
  cumulative   carryforwards   has  been   offset   by   a   valuation
allowance of the same amount.                                     

f.  Cash and Cash Equivalents                                     

  For    purposes    of   financial   statement   presentation,    the
  Company   considers   all   highly   liquid   investments   with   a
  maturity   of   three   months   or   less,   from   the   date   of
purchase to be cash equivalents.                                  
8                                                                               

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NET:X AMERICA, INC.               
(A Development Stage Company)               
Notes to the Financial Statements               
March 31, 2000 and June 30, 1999 and 1998               

NOTE 1 - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES      
(Continued)                                                     

g.  Revenue Recognition                                           

  During   the  year  ended  June  30,  1999,  the  Company   recorded
  interest    income   of   $4,385.    The   Company   maintained    a
  money   market   account   and  a  trust  fund   during   the   year
  ended    June    30,    1999   that   earned    interest    at    an
  approximate   rate   of   4%   per   annum.    In   addition,    the
  Company   received   $20,000   in   licensing   fees   during    the
  year   related  to  its  IAM  software.   These  fees  were  a  one-
  time   charge   for   use   of  the  software.    Accordingly,   the
  entire   $20,000   was   recorded  as  revenue   during   the   year
  ended   June  30,  1999  as  there  was  no  future  obligation   of
  the   Company  related  to  the  software.   The  Company  has   had
  no   other   revenues   from   the   licensing   of   its   software
through March 31, 2000.                                           

  The   Company   currently  has  no  source  of  revenues.    Revenue
  recognition    policies   will   be   determined   when    principal
operations begin.                                                 

h.  Unaudited Financial Statements                                

  The    accompanying    unaudited   financial   statements    include
  all    of    the    adjustments   which,   in   the    opinion    of
  management,   are   necessary   for  a   fair   presentation.   Such
adjustments are of a normal, recurring nature.                    

NOTE 2 - GOING CONCERN                                                          

  The    Company's    financial   statements   are   prepared    using
  generally   accepted   accounting   principles   applicable   to   a
  going    concern    which   contemplates    the    realization    of
  assets    and    liquidation   of   liabilities   in   the    normal
  course   of   business.   The  Company  has  not   yet   established
  an   ongoing   source   of   revenues  sufficient   to   cover   its
  operating   costs   and   allow  it  to   continue   as    a   going
  concern.    The   ability  of  the  Company   to   continue   as   a
  going    concern    is   dependent   on   the   Company    obtaining
  adequate    capital   to   fund   operating    losses    until    it
  becomes   profitable.    If  the  Company  is   unable   to   obtain
adequate capital, it could be forced to cease operations.         

  In   order   to   continue   as   a   going   concern,   develop   a
  reliable    source   of   revenues,   and   achieve   a   profitable
  level   of   operations,  the  Company  will   need,   among   other
  things,     additional     capital     resources.       Management's
  plans   to   continue  as  a  going  concern  include  (1)   raising
  additional   capital   through   sales   of   common   stock,    the
  proceeds  of  which  would  be  used  to  market  and  develop   the
  existing     software    and    related    rights,     hiring     of
  administrative,   sales  and  marketing  personnel   and   (2)   the
  use   of  stock  options  to  pay  for  employee  compensation   and
  marketing    services.    However,   management    cannot    provide
  any   assurances   that   the  Company   will   be   successful   in
accomplishing any of its plans.                                   

  The   ability  of  the  Company  to  continue  as  a  going  concern
  is   dependent   upon   its   ability  to  successfully   accomplish
  the    plans    described   in   the   preceding    paragraph    and
  eventually   secure   other   sources  of   financing   and   attain
  profitable      operations.      The     accompanying      financial
  statements   do   not  include  any  adjustments   that   might   be
  necessary  if  the  Company  is  unable  to  continue  as  a   going
concern.                                                          

9                                                                               

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NET:X AMERICA, INC.               
(A Development Stage Company)               
Notes to the Financial Statements               
March 31, 2000 and June 30, 1999 and 1998               

NOTE 3 - STOCK OPTION PLAN                                                      

  On   June   16,  1998,  the  Company  approved  the  Net:X  America,
  Inc.,    1998   Stock   Option   Plan   whereby   the    Board    of
  Directors   could  issue  options  to  purchase  up   to   2,000,000
  shares   of   the   Company's   common   stock.    On   August   21,
  1998,    the   Company   issued   options   to   purchase   up    to
  1,000,000   shares   of  the  Company's  common   stock   to   seven
  individuals.   The   options  had  an  exercise   price   of   $0.11
  per  share  and  had  a  one  year  term  beginning  on  August  21,
1998. The options expired without being exercised.                

NOTE 4 - STOCK ACTIVITY                                                         

  Effective   August  19,  1997,  the  Company  effected  a   two-for-
  one   forward   stock   split   of  its   issued   and   outstanding
  common    stock.    Effective   April   26,   1998,   the    Company
  effected   a   one-for-five  reverse  stock  split  of  its   issued
  and   outstanding   common  stock.  All  shares   outstanding   have
  been    retroactively    restated    to    reflect    these    stock
splits.                                                           

  On   July   9,   1996,   the  Company  issued  14,000   shares   for
  $35,000    cash    and   certain   future   revenue    rights,    in
  perpetuity,     for    all    revenues    generated     from     any
  transactions  that  use  the  NetX  system.   The  Company   is   no
  longer   using   the   NetX   system  and   does   not   expect   to
  generate    any   revenues   related   to   their   revenue    right
  agreement.    The  Company  has  no  obligation  under   the   share
  issuance   to   pursue   the  development  of   the   NetX   system.
  The   revenue  rights  were  recorded  at  a  $-0-  value   at   the
time the shares were issued.                                      

NOTE 5 - LICENSING RIGHTS                                                       

  In   May   1998,   the  Company  entered  into  an  agreement   with
  Island   Product   Management  (IPM)   under   which   the   Company
  issued   6,400,000   shares   of  its   outstanding   common   stock
  in   exchange   for   the  licensing  rights   to   IPM's   Investor
  Account    Manager    (IAM)    software.     These    rights    were
  exclusive,   but   were   restricted   to   the   territory   within
  the    geographic    confines   of   the   Caribbean    and    Latin
  America.    The   rights   were  royalty-free,   and   the   Company
  is   able   to   relicense,  rent  or  sell  the   software   within
  the   territory   together   with  all  its   related   intellectual
  property    rights,    title    and   interests.     The    software
  offers   reporting   and   account   management   capabilities   and
  when    integrated   with   the   Company's   proprietary    StockEx
  software,   will   enable   brokerage   houses   to   offer   online
  stock   trading.   The  6,400,000  shares  were  valued   at   $0.25
  per   share   or  $1,600,000,  based  upon  the  market   price   of
the stock on the date of issuance.                                

  The   $1,600,000  cost  of  the  rights  was  expensed  during   the
  year   ended  June  30,  1998  because  the  Company  has   had   no
  subsequent   significant   revenues   from   the   sale    of    the
  software   and   licensing   rights,   and   currently   does    not
  have   the   resources  to  initiate  a  marketing  plan   for   the
  software.    The   amount  has  been  recorded  as   an   impairment
loss for the year ended June 30, 1998.                            

  The   Company   has   also   developed   other   software   programs
  including   the   StockEx   software.    These   costs   have   been
  expensed   as   incurred  pursuant  to  SFAS  86,  "Accounting   for
  the   Costs   of   Computer  Software  to   be   Sold,   Leased   or
  Otherwise   Marketed",  as  the  future  use  of  the  software   is
currently uncertain.                                              
10                                                                              

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SIGNATURES                

In accordance with Section 12 of the Securities Exchange Act          
of 1934, the registrant caused this registration statement to be                
signed on its behalf, thereunto duly authorized.                                

         NET:X AMERICA, INC.

Date:   September 11, 2000             By:/S/WILLIAM D. JONES                   
                   William D. Jones, CEO
                                    President and Chief Accounting Officer
22                                                                              

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10SB12G/A Filing		Date		First		Last			Other Filings
		7/1/95		27
		6/20/96		2		29
		7/9/96		27		31
		2/25/97		16
		6/30/97		27
		8/19/97		31
		8/27/97		16
		1/1/98		15
		3/31/98		15
		4/1/98		15
		4/24/98		16
		4/26/98		31
		6/12/98		16		17
		6/16/98		31
		6/30/98		9		31
		7/1/98		15
		8/21/98		14		31
		12/31/98		15
		1/1/99		15
		3/31/99		15
		4/1/99		15
		6/30/99		9		31
		7/1/99		15
		9/30/99		15
		12/31/99		15
		1/1/00		15
		3/31/00		2		31
		5/30/00		24
		9/1/00		10		15
		9/11/00		32
Filed On / Filed As Of		9/15/00
		12/31/00		9
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