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Net X America Inc · 10SB12G · On 7/6/00

Filed On 7/6/00 1:34pm ET · SEC File 0-30953 · Accession Number 1028596-0-177

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 7/06/00  Net X America Inc                 10SB12G                7:64                                     Schvaneveldt & Co

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Form 10sb                                             31     89K 
 2: EX-2        Articles of Incorporation                              3      9K 
 3: EX-2        Amendment to Articles of Incorporation                 4      8K 
 4: EX-2        Bylaws                                                 9     33K 
 5: EX-12       Stock Option Plan                                     14     57K 
 6: EX-23       Consent of Independent Auditor                         2      5K 
 7: EX-27       Financial Data Schedule                                1      5K

10SB12G · Form 10sb
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Transactions Changes in and Disagreements with Accountants Description of Business Description of Exhibits Description of Property Description of Securities Directors, Executive Officers, Promoters and Control Persons Executive Compensation Financial Statements Indemnification of Directors and Officers Involvement in Legal Proceedings Legal Proceedings Market Price of and Dividends on the Registrant's Common Equity and other Shareholder Matters Plan of Operation Recent Sales of Unregistered Securities Report of Independent Accountants Security Ownership of Certain Beneficial Owners and Management
1	1st Page
3	Item 1. Description of Business
7	Item 2. Plan of Operation
8	Item 3. Description of Property
9	Item 4. Security Ownership of Certain Beneficial Owners and Management
10	Item 5. Directors, Executive Officers, Promoters and Control Persons
12	Involvement in Legal Proceedings
13	Item 6. Executive Compensation
14	Item 7. Certain Relationships and Related Transactions
"	Item 8. Description of Securities
"	Item 1. Market Price of and Dividends on the Registrant's Common Equity and other Shareholder Matters
16	Item 2. Legal Proceedings
"	Item 3. Changes in and Disagreements with Accountants
"	Item 4. Recent Sales of Unregistered Securities
17	Item 5. Indemnification of Directors and Officers
20	Report of Independent Accountants
21	Item 2. Description of Exhibits
23	Financial Statements

10SB12G 1st Page of 31 TOC Top Previous Next Bottom Just 1st
 Sponsored Ads...







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

-----------------------------     

Form 10-SB    
----------------------------    

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)    

</Page>                                                                         

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INFORMATION REQUIRED IN REGISTRATION STATEMENT      

This Form 10 contains certain forward-looking statements within the   
meaning of the Private Securities Litigation reform Act of 1995, which act      
contains a safe harbor for forward looking statements.  Statements made in      
connection with initial public offerings, however, are not protected by the     
safe harbor of the Private Securities Reform Act of 1995.  Nonetheless, the     
Company believes that investors would be benefitted by the cautionary           
language included in this paragraph.  Therefore, any statements contained       
in this Form 10-SB that are not statements of historical fact may be deemed     
to be forward-looking statements and, accordingly, involve risks and            
uncertainties which could cause actual results or outcomes to differ            
materially from those expressed in the forward-looking statements.              
Forward-looking statements include statements concerning plans, objectives,     
goals, strategies, expectations, future events or performance and               
underlying assumptions and other statements which are other than statements     
of historical facts. The Company's expectations, beliefs and projections        
are expressed in good faith and are believed by the Company to have a           
reasonable basis, including without limitations, managements's examination      
of historical operating trends, data contained in the Company's records and     
other data available from third parties, but there can be no assurance that     
management's expectations, beliefs or projections will result or be             
achieved or accomplished.                                                       

Without limiting the foregoing, words such as "may", "will", "expect",
"believe", "anticipate", "estimate" or "continue" or comparable terminology     
are intended to identify forward- looking statements. These statements by       
their nature involve substantial risks and uncertainties, and actual            
results may differ materially depending on a variety of factors, many of        
which are not within the Company's control.  These factors include but are      
not limited to economic conditions generally and in the industries in which     
the Company may participate; competition within the Company's chosen            
industry,  including competition from much larger competitors;                  
technological advances and failure by the Company to successfully develop       
business relationships.  In addition to other factors and matters discussed     
elsewhere herein, the following are important factors that, in the view of      
the Company, could cause actual results to differ materially from those         
discussed in the forward-looking statements: the ability of the Company's       
management to operate on a global basis; the ability of the Company to          
effectuate and successfully operate acquisitions and new operations; the        
ability of the Company to obtain acceptable forms and amounts of financing      
to fund current operations and planned acquisitions; the political,             
economic and military climate in nations where the Company may have             
interests in foreign countries; and competition and the ever-changing           
nature of the Internet and e-commerce.  The Company has no obligation to        
update or revise these forward-looking statements to reflect the occurrence     
of future events or circumstances.                                              

2     

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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 limited business operations.  The Company is still     
in the developmental stage.  In June 1998, the Company exchanged 6,400,000      
shares of Company common stock for the licensing rights to Island Product       
Management's Investor Account Manager ("IAM") software.  Since acquiring        
the IAM software, which offers reporting and account management                 
capabilities, the Company has worked to integrate it with the Company's         
proprietary StockEX software, which enables brokerage houses to offer           
online securities trading.  Now that the Company has fully integrated the       
two software packages, its primary business focus is licensing its software     
products to brokers wishing to offering online trading and account              
management capabilities to their clients.                                       

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 market for equity securities has grown dramatically in recent     
years, with equity capitalization in the U.S. market doubling in the past       
five years to over $15 trillion.  During this time, there has been a large      
increase in the average daily trading volume in the United States.              

In June 1999, International Data Corporation, a leading information   
technology research firm, estimated that the number of internet users           
worldwide exceeded 95 million at the end of 1998, will exceed170 million by     
the end of 2000, and should exceed 500 million by the end of 2003.  The         
internet is revolutionizing the way organizations and consumers interact        
and conduct business.  The explosive growth of the internet has been            
driven, in part, by the internet's ability to offer businesses and              
consumers an accessible, convenient and cost-effective medium for               
communication and commerce and its ability to interact on a real-time           
basis.  The increasing prevalence of online commerce options such as            
purchases and sales, funds transfers, online banking, and bill payment have     
likewise contributed to this growth by simplifying and automating financial     
transactions for consumers, and in many cases, significantly reducing costs     
by eliminating the need for intermediaries that traditionally charge fees       
to provide products, services, or information.                                  

3     

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Online trading is the fastest growing segment of the brokerage        
industry and is expected to grow significantly.  The internet has               
fundamentally changed the way many investors manage their financial             
affairs.  The speed, convenience, choice, cost savings and information the      
internet offers have driven many investors online.  The following industry      
reports support the Company's belief that the rapid development of the          
online brokerage industry will continue:                                        

International Data Corporation estimates that the number of U.S.      
online brokerage accounts will grow from 6.7 million at the end of    
1998 and to over 24 million by 2003;                                  

Forrester Research, Inc., a leading information technology data       
research firm,  estimates that online trades of retail customers in   
the U.S. will grow from 25% of all retail stock trades in the first   
quarter 1999 to 50% by 2002.  Similarly, Industry Standard reported   
that online trading currently accounts for 30% of the volume on Nasdaq
and the NYSE and could represent 50% of all trades over the next three
years; and                                                            

International Data Corporation estimates that the value of assets held
by customers in accounts with online brokerage firms will grow from   
$324 billion in the U.S. at the end of 1998 to over $3 trillion in    
2003.                                                                 

Clearly, the projected growth in the U.S. market for online brokerage 
services over the next few years is expected to be significant.  The            
Company believes even greater opportunities are available in the                
international markets including Europe, the Caribbean, and Latin America.       
According to International Data Corporation, while current web usage in         
Europe and Asia trails U.S. rates, it is anticipated that over the next         
several years, web penetration in these areas will grow faster than in the      
U.S.                                                                            

Our Opportunity                                                       
---------------                                                       
We believe the evolution of online commerce has contributed to growing
opportunities for all providers of online financial services.  As investors     
continue to desire greater control over their own financial decisions, they     
are demanding more from their financial service providers.  To assist           
financial service providers meet the needs and demands of their clients,        
particularly in the area of online trading and account management, the          
Company has developed software which enables brokerages to offer these          
capabilities to their clients.                                                  

The Company has identified a significant need within the offshore     
security brokerage houses of the Caribbean to offer their offshore trust        
and other clients the ability to trade online.  The Caribbean financial         
markets have experienced significant growth recently as foreign investors,      
particularly from Canada, Latin America and Europe have moved their assets      
to this region. With this increased growth has come increased pressure on       
investment professionals to provide online capabilities.  The Net:X             
software provides these offshore brokerage houses the ability to offer          
online trading without the significant expense of developing their own          
proprietary systems.                                                            

4     

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Products                                                              
--------                                                              

The Company's primary software product is made up of two software     
programs, StockEX and Investor Account Manager ("IAM").  By integrating         
these two software packages, the Company has developed software it can          
license to brokerages that will enable them to offer customized online          
trading, reporting and account management to their clients.                     

StockEX                                                     
-------                                                     
StockEX is a proprietary transaction-based software program which     
provides an interface between the investor's computer and the brokerage's       
web site.  Via StockEX, the investor can setup online trading accounts          
through the brokerage's web site.  In addition to providing online 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.         

"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. 

 "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.           

5     

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In addition to aggressively marketing its software products, the      
Company is investigating the possibility of offering a secure server to         
host the web pages for offshore brokerage houses.  To date, the Company         
does not offer these services.                                                  

Distribution                                                          
------------                                                          

Net:X will undertake an aggressive direct marketing program in the    
Caribbean markets to take advantage of the strong growth in the offshore        
industry in that region.  This growth is evidenced by the numerous              
international banks and trust companies opening new facilities in the           
Caribbean, in addition to the over 2,400 financial facilities already in        
existence in the Caribbean and Latin America.                                   

Specifically, Net:X will seek to establish license agreements with    
brokerage houses in the Caribbean.  Pursuant to these license agreements,       
the brokerage houses will distribute the Net:X software to their brokers,       
and clients, including fund and investment managers, trust managers, and        
individual investors.  The brokers, managers and clients will then be able      
to trade online via pre-established securities trading accounts linked to       
the brokerage house from whom the broker, manager or investor received the      
software.  That way, they will continue to trade through the brokerage from     
whom the software was received.                                                 

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.  Moreover, by distributing       
the software through brokerage houses, Net:X does not need to offer its own     
brokerage services, with all the inherent costs, risks and regulations.         

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 will pay Net:X on a per use basis.  The licensing fee      
will be $10.00 per trade executed via the Company's software.  The Net:X        
software is programmed to record each trade reconciled through each             
brokerage.  The system is also programmed to download to the Company            
information regarding the number of trades executed online through 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 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 offer low costs per trade.  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 its research, the Company has found that,     
of the few offshore brokerages offering online trading, the fees range from     
$19.99 to $75.00 per trade, with most charging quite a bit more than the        
going rate in the United States.  Because the price per trade being charged     
by the offshore brokerages is quite a bit higher than in the domestic           
market, the Company believes that offshore brokerages will be willing to        
pay the $10.00 per trade licensing fee.                                         

6     

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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.                                                             
-------------------                                                             

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.                                        

During the period from June 30, 1998 to March 31, 2000, the Company   
has not generated any revenue.                                                  

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 ($5,523), ($626,358) and ($1,880,230) 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.                                                      

As of the date of this Form 10-SB, the Company has yet to generate    
positive cash flow.  The Company has financed its operations primarily          
through the sale of its common stock and has been entirely dependent on         
such for continuation of operations.  Specifically, in June 1998, the           
Company issued 4,000,000 shares of common stock in exchange for $400,000.       
The Company exhausted these funds in developing and testing the Net:X           
software system and in administrative and other expenses.  The Company          
anticipates that within the next twelve months, it will need additional         
capital to fund its marketing efforts, product development, regulatory          
monitoring and compliance, and operational costs.  To fund these expenses,      
the Company may seek equity financing through the sale of additional            
securities.  The Company will also consider the possibility of debt             
financing such as loans and lines of credit.                                    

Given the Company's lack of operations and revenue, there can be no   
guarantee that 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 product does not develop, the Company's business,             
financial condition and results of operations could be adversely effected.      

7     

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Similarly, because the financial services, online trading and computer
software industries are intensely competitive and rapidly evolving the          
Company will need to continue improving its products to keep pace with its      
competitors.  This may require additional capital to fund ongoing research      
and development.  There can be no assurance that the Company will obtain        
necessary funds to continue developing its products to keep them current        
and competitive in the market.                                                  

The Company is also currently investigating the possibility of        
offering a secure server to host web sites which its offshore brokerage         
clients can use to offer online trading.  To date, the Company does not         
currently offer this service.  Should the Company determine it to be in its     
best business interest to provide such a service, the Company may incur         
significant additional expense, estimated to be anywhere from $75,000 to        
$140,000 to purchase and install the necessary hardware and software to         
provide this service.  Clearly, to offer such a service, the Company will       
need to raise additional capital, which it would likely do by either            
selling its securities, or seeking debt financing.                              

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 also owns approximately $5,000 worth of computers and     
related equipment.                                                              

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.                                                        

8     
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Item 4.   Security Ownership of Certain Beneficial Owners and Management        
------------------------------------------------------------------------        
The following table sets forth as of June 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.                                                                          

                                                                [Download Table]


Title of   Name and Address of               Amount and Nature of      Percentage   
Class      Beneficial Owner                  Beneficial Ownership(2)   of Class     
--------   -----------------------------     ----------------------    -------------
                                                                                    
Common     Island Product Management         4,288,000                 38.90%       
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             

Common     Cede & Co                         1,443,677                 13.10%       
           PO Box 222                                                               
           Bowling Green Station                                                    
           New York, NY 10274                                                       

Common     Andrew Dong(1)(2)                 1,210,000                 10.98%       
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             

Common     BSA Development LTD (2)           1,210,000                 10.98%       
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             

Common     Temple Trust(3)                     708,000                 6.42%        
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             

Common     Interval Vacation Centre, LTD       704,000                 6.39%        
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             

Common     Lanvin International LTD.           704,000                 6.39%        
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             

Common     Portorford Communications LTD.      704,000                 6.39%        
           2001 Leeward Highway                                                     
           Turks & Caicos Isles, B.W.I.                                             
------------------------------------------------------------------------------------

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

9     

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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) Officer and/or Director of the Company                                      

(2) Andrew Dong is a beneficial owner of BSA Development LTD.  Therefore,       
shares that are in the registered name of BSA Development LTD are counted       
as shares for Mr. Dong.                                                         

(3) 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.                                                                          

There are no arrangements which would result in a change in control of
the Company.                                                                    

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

                                                                [Download Table]

Name                  Age       Position(s)     Director or Officer Since
-----------------     ------    --------------- -------------------------
                                                                         
William D. Jones      40        CEO/President   January 2000             
                                Secretary                                
                                Treasurer                                
                                Director                                 

Andrew Dong           38        Director        May 1998                 


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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.                                                               
--------------------------------------------------------------------  
Before founding IsleASP, ASPen and OSIA he was the president and co-  
founder of Network Technology Professionals Inc. (NTP), a multi-million         
dollar Western Canadian organization that still operates successfully           
today.  He has over 20 years of technical and business experience in            
management, systems analysis, consultation, and instruction, and has worked     
for such organizations as Crowntek and Professional Computing Center.  He       
is exceptionally versed in a wide range of business matters including           
public corporate entities, offshore structures, global markets and              
innovative management strategies.                                               

As one of the most diversified and talented individuals in the        
technology industry, Mr. Jones has been called upon by organizations such       
as Novell to create innovative solutions to customer issues and to develop      
key white papers.  He has extensive technical knowledge and skill in system     
programming, network engineering, key systems implementations over a vast       
array of computing technologies and holds many certifications and               
authorizations with IBM, Novell, Compaq and Microsoft.  He designed and         
implemented the largest LAN server in the world that is still servicing         
more than 7,000 end users.  For the last five years Mr. Jones has primarily     
served as President of OSIA and has founded two other networking companies,     
IsleASP and ASPen.  He currently resides at 1 Scenic Way NW, Calgary, AB        
Canada.                                                                         

Andrew Dong, Director, age 38.                                        
------------------------------                                        
Mr. Dong received his Bachelor of Math degree in 1985 from the        
University of Waterloo, Waterloo, Ontario and currently resides at 2001         
Leeward Highway, Providenciales, Turks and Caicos Islands, B.W.I.  Mr. Dong     
worked for eleven years in the Information Systems field.  He was a Vice        
President of Business Development of Saville Systems, a Galaway, Ireland        
based company that creates telecommunications billing software, before          
retiring in 1996.   During his eight year tenure at Saville, Mr. Dong was       
involved in all aspects of the software industry including development,         
sales, and customer relations.  He also worked in the Product Development,      
Research and Development, and Consulting Services departments of Saville.       
Since his retirement in 1996 Mr. Dong has served as a Director of Net:X         
America, Inc.                                                                   

Dependence Upon Key Personnel                                                   
-----------------------------                                                   
The Company believes that its success will depend significantly upon  
the efforts and abilities of a small group of executive, programming and        
marketing personnel.  The loss of the services of one or more of these key      
individuals 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.                  

11    

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Family Relationships                                                            
--------------------                                                            
None.                                                                 

Involvement in Legal Proceedings                                                
--------------------------------                                                
To the knowledge of management, during the past five years, no present
or former director, executive officer or person nominated to become a           
director or an executive officer of the Company:                                

(1) filed a petition under the federal bankruptcy laws or any state   
insolvency law, nor had a receiver, fiscal agent or similar officer             
appointed by a court for the business or property of such person, or any        
partnership in which he was a general partner at or within two years before     
the time of such filing, or any corporation or business association of          
which he was an executive officer at or within two years before the time of     
such filing;                                                                    

(2) was convicted in a criminal proceeding or named subject of a      
pending criminal proceeding (excluding traffic violations or other minor        
offenses);                                                                      

(3) was the subject of any order, judgement or decree, not            
subsequently reversed, suspended or vacated, of any court of competent          
jurisdiction, permanently or temporarily enjoining him from or otherwise        
limiting, the following activities;                                             

   (i) acting as a future commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage      
transaction merchant, associated person of any of the foregoing, or as an       
investment advisor, underwriter, broker or dealer in securities, or as an       
affiliate person, director or employee of any investment company, of            
engaging in or continuing any conduct or practice in connection with such       
activity;                                                                       

(ii) engaging in any type of business practice; or          

     (iii) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of        
federal or state securities laws or federal commodities laws;                   

(4) was the subject of any order, judgement, or decree, not           
subsequently reversed, suspended, or vacated, of any federal or state           
authority barring, suspending, or otherwise limiting for more than 60 days      
the right of such person to engage in any activity described above under        
this Item, or to be associated with persons engaged in any such activity;       

(5) was found by a court of competent jurisdiction in a civil action  
or by the Securities and Exchange Commission to have violated any federal       
or state securities law, and the judgment in such civil action or finding       
by the Securities and Exchange Commission has not been subsequently             
reversed, suspended, or vacated;                                                

12    

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(6) was found by a court of competent jurisdiction in a civil action  
or by the Commodity Futures Trading Commission to have violated any federal     
commodities law, and the judgment in such civil action or finding by the        
Commodity Futures Trading Commission has not been subsequently reversed,        
suspended or vacated.                                                           

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 December 31, 1999, the end of the Registrant's         
last completed fiscal year).                                                    

                                                        [Enlarge/Download Table]


                              SUMMARY COMPENSATION TABLE                             
                                                         Long Term Compensation      
                                                         -------------------------   
                Annual Compensation                                         Payouts  
                ---------------------           Awards                      -------- 
                                        Other   -------                     All      
Name and                                Annual  Restricted                  Other    
Principal                        Bonus  Compen- Stock    Options    LTIP    Compen-  
Position        Year   Salary    $      sation  Awards   /SARs              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       0        100,000(1) 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        
 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. They have since expired without          
being exercised.                                                                

13    
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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 Bulletin 
Board ("OTCBB"), under the symbol "NXAME".  As of June 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.                                  

14    
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                                                                [Download Table]

                         CLOSING BID              CLOSING ASK             
                      ---------------------    ---------------------      
                      HIGH       LOW           HIGH       LOW             
                      ---------- ----------    ---------- ----------      
                                                                          
Second Quarter                                                            
Oct.1, 1997-                                                              
Dec. 31, 1997         1.0625     .0625         1.3125     .25             

Third Quarter                                                             
Jan. 1, 1998-                                                             
March 31, 1998        .0625      .02           .375       .15             

Fourth Quarter                                                            
April 1, 1998-                                                            
April 24, 1998        .02        .02           .15        .15             

Fourth Quarter(1)                                                         
April 27, 1998-                                                           
June 30, 1998         .20        .01           .30        .15             

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            

--------------------------------------------------------------------------

15    

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(1) On April 24, 1998, the Company reverse split its stock on a five shares     
for one basis.                                                                  

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.                                                    
----------------------------                                                    
See "Involvement in Legal Proceedings" above.                         

Item 3.   Changes in and Disagreements with Accountants.                        
--------------------------------------------------------                        
None.                                                                 

Item 4.   Recent Sales of Unregistered Securities.                              
--------------------------------------------------                              

                                                                [Download Table]

a.    Date               Title               Amount Sold    
      -----------------  --------------      ---------------
                                                            
      February 25, 1997  Common                 121,888(1)  
      August 27, 1997    Common                 477,653(1)  
      June 12, 1998      Common               4,000,000     
      June 12, 1998      Common               6,400,000     

(1) The number of shares issued have not been retroactively restated to         
reflect the two-for-one forward stock split or the one-for-five reverse         
stock split.                                                                    

b.   February 25, 1997 - 121,888 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 Regulation D promulgated under the Securities Act.     

     August 27, 1997 - 475,653 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 Regulation D promulgated under the Securities Act.                           

     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 Regulation D promulgated under the Securities Act.                           

  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.  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.                                             

16    

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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.  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;                  
(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.                                              

17    

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(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.                                                                      

(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:                           

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(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.                                                                        

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.                                  

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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 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.                              
20    
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PART III    
--------    
Item 1.   Index to Exhibits                                                     

                                                                [Download Table]


Exhibit                                                                   
Number         Title of Document                              Location    
-----------    ---------------------------------------------  ------------
                                                                          
2.01           Articles of Incorporation                      See Attached

2.02           Amendments to the Articles of Incorporation    See Attached

2.03           By-laws                                        See Attached

12.01          Stock Option Plan                              See Attached

23.01          Consent of Independent Auditors                See Attached

27.01          Financial Data Schedule                        See Attached


Item 2.   Description of Exhibits                                               
---------------------------------                                               
See Item 1.                                                 

21    

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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: June 22, 2000                  By: /s/  William D. Jones                  
                   -------------------------
                        William D. Jones, CEO,
                               President and Chief Financial
         Officer

22    

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

FINANCIAL STATEMENTS    

March 31, 2000 and June 30, 1999 and 1998     

</Page>                                                                         

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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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[Letterhead]                                                                    

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    

                                                                [Download Table]


                                   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                        2,606,720     2,600,403 
 Deficit accumulated during the                                            
  development stage                               (2,629,212)   (2,623,720)
                                                 ------------  ------------

  Total Stockholders' Equity (Deficit)               (11,468)      (12,293)
                                                 ------------  ------------
  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               
    (DEFICIT)                                    $         -   $       950 
                                                 ============  ============


The accompanying notes are an integral part of these financial statements     

4     

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

                                                                [Download Table]

                                                                               From 
                                  For the                              Inception on 
                              Nine Months       For the Years Ended         June 22,
                                    Ended            June 30,          1987 Through 
                                March 31,  ---------------------------    March 31, 
                                     2000          1999          1998          2000 
                             ------------- ------------- ------------- -------------
                               (Unaudited)                               (Unaudited)
                                                                                    

REVENUES                       $        -    $        -  $          -   $         - 
                             ------------- ------------- ------------- -------------

EXPENSES                                                                            

 General and administrative         5,523       626,358     1,880,230     2,653,628 
                             ------------- ------------- ------------- -------------
  Total Expenses                    5,523       626,358     1,880,230     2,653,628 
                             ------------- ------------- ------------- -------------
Loss From Operations          (     5,523)  (   626,358) (  1,880,230) (  2,653,628)
                             ------------- ------------- ------------- -------------

OTHER INCOME                                                                        

 Interest income                       31         4,385             -         4,416 
 License fees                           -        20,000             -        20,000 
                             ------------- ------------- ------------- -------------
  Total Other Income                   31        24,385             -        24,416 
                             ------------- ------------- ------------- -------------
NET LOSS                      $    (5,492)  $  (601,973) $ (1,880,230) $ (2,629,212)
                             ============= ============= ============= =============
BASIC LOSS PER SHARE          $     (0.00)  $     (0.05) $      (0.60)              
                             ============= ============= =============              
WEIGHTED AVERAGE NUMBER OF                                                          
 SHARES OUTSTANDING            11,023,609    11,023,609     3,118,037               
                             ============= ============= =============              


The accompanying notes are an integral part of these financial statements     

5     

</Page>                                                                         

10SB12G 28th Page of 31 TOC 1st Previous Next Bottom Just 28th

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

                                                        [Enlarge/Download Table]

                                                                             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                                                              
 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        34,986               

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)
</Page>                                                                              

Contributed capital                                                                  
 (unaudited)                             -             -         6,317             - 

Net loss for the nine months                                                         
 ended March 31, 2000                                                                
 (unaudited)                             -             -             -        (5,492)
                               ------------------------------------------------------
Balance, March 31, 2000                                                              
 (unaudited)                    11,023,609   $    11,024  $  2,606,720  $ (2,629,212)
                               ======================================================


6     

The accompanying notes are an integral part of these financial statements     

</Page>                                                                         

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

                                                        [Enlarge/Download Table]

                                                                                From 
                                   For the                              Inception on 
                               Nine Months      For the Years Ended         June 22, 
                                     Ended            June 30,          1987 Through 
                                 March 31,  ---------------------------    March 31, 
                                      2000          1999          1998          2000 
                              ------------- ------------- ------------- -------------
                                (Unaudited)                               (Unaudited)
                                                                                     
CASH FLOWS FROM OPERATING                                                            
 ACTIVITIES                                                                          

 Net loss                      $    (5,492)  $  (601,973) $ (1,880,230) $ (2,629,212)
 Adjustments to reconcile net                                                        
  loss to net cash used by                                                           
  operating activities:                                                              
   Common stock issued for                                                           
    services                             -             -       192,188       210,488 
  Common stock issued for                                                            
   license agreement                     -             -     1,600,000     1,600,000 
 Changes in operating assets                                                         
  and liabilities:                                                                   
  Increase (decrease) in                                                             
   accounts payable                 (1,775)       10,771         2,472        11,468 
                              ------------- ------------- ------------- -------------
   Net Cash (Used) by                                                                
    Operating Activities            (7,267)     (591,202)      (85,570)     (807,256)
                              ------------- ------------- ------------- -------------
CASH FLOWS FROM INVESTING                                                            
 ACTIVITIES                              -             -             -             - 
                              ------------- ------------- ------------- -------------
CASH FLOWS FROM FINANCING                                                            
 ACTIVITIES                                                                          

 Contributed capital                 6,317             -             -         6,317 
 Sale of common stock                    -       362,475       294,276       800,939 
                              ------------- ------------- ------------- -------------
   Net Cash Provided by                                                              
    Financing Activities             6,317       362,475       294,276       807,256 
                              ------------- ------------- ------------- -------------
NET INCREASE (DECREASE) IN                                                           
 CASH                                 (950)     (228,727)      208,706             - 

CASH AT BEGINNING OF PERIOD            950       229,677        20,971             - 
                              ------------- ------------- ------------- -------------
CASH AT END OF PERIOD          $         -   $       950  $    229,677  $          - 
                              ============= ============= ============= =============
Cash paid during the year for:                                                       
 Interest                      $         -   $         -  $          -  $          - 
 Income taxes                  $         -   $         -  $          -  $          - 

NON-CASH FINANCING                                                                   

 Common stock issued for                                                             
  services                     $         -   $         -  $    192,188  $    210,488 
</Page>                                                                              
 The accompanying notes are an integral part of these financial statements           
                                     7                                               
</Page>                                                                              

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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                                               
</Page>                                                                              

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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                                                         

     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.  Management intends to            
     continue to develop and market certain computer software products for           
     use in the internet industry.   In the interim, management and primary          
     shareholders are committed to meeting the Company's minimal operating           
     expenses.                                                                       

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.                                                                         

     In June 1998, the Company issued 6,400,000 share of its outstanding             
     common stock for the licensing rights to Island Product Management's            
     Investor Account Manager (IAM) software. 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 and securities trading. The 6,400,000 shares were               
     valued at $0.25 per share or $1,600,000.                                        

                                     9                                               
</Page>

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This 10SB12G Filing	Date	First	Last	Other Filings

	7/1/95	28
	6/20/96	3	30
	7/9/96	28
	2/25/97	16
	6/30/97	28
	8/19/97	31
	8/27/97	16
	1/1/98	15
	3/31/98	15
	4/1/98	15
	4/24/98	15	16
	4/26/98	31
	4/27/98	15
	6/12/98	16
	6/16/98	31
	6/30/98	7	31
	7/1/98	15
	8/21/98	13	31
	9/30/98	15
	12/31/98	15
	1/1/99	15
	3/31/99	15
	4/1/99	15
	6/30/99	7	31
	7/1/99	15
	9/30/99	15
	12/31/99	13	15
	1/1/00	15
	3/31/00	7	31
	5/30/00	25
	6/1/00	9	14
	6/22/00	22
Filed On / Filed As Of	7/6/00
	12/31/00	8

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Net X America Inc · 10SB12G · On 7/6/00

Filed On 7/6/00 1:34pm ET · SEC File 0-30953 · Accession Number 1028596-0-177

Registration of Securities of a Small-Business Issuer · Form 10-SBFiling Table of Contents

10SB12G · Form 10sbDocument Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

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

10SB12G · Form 10sb
Document Table of Contents