FORM 10-KSB-A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

[X]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13
     OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934


                         Commission File Number: 0-27361


                                  NETJ.COM CORP

                           (formerly NETBANX.COM CORP)
                 (formerly PROFESSIONAL RECOVERY SYSTEMS, LTD.)



  Nevada                                                              91-1007473
(Jurisdiction  of  Incorporation)        (I.R.S.  Employer  Identification  No.)


24843  Del  Prado,  Suite  318,  Dana  Point,  CA                          92629
(Address  of  principal  executive  offices)                         (Zip  Code)


Registrant's  telephone  number,  including  area  code:         (949)  248-8933


Registrant's  telephone  number,  including  area  code:         (949)  248-8933

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:         None

Securities  registered  pursuant  to  Section  12(g)  of the Act:     11,908,000


Yes[x]   No[]  (Indicate  by check mark whether the Registrant (1) has filed all
reports  required  to be filed by Section 13 or 15(d) of the Securities Exchange
Act  of 1934 during the preceding 12 months (or for such shorter period that the
Registrant  was  required to file such reports) and (2) has been subject to such
filing  requirements  for  the  past  90  days.)

[]  (Indicate  by  check  mark  whether  if  disclosure  of  delinquent filers (
229.405)  is not and will not to the best of Registrant's knowledge be contained
herein,  in  definitive  proxy  or information statements incorporated herein by
reference  or  any  amendment  hereto.)

As  of  12/31/99

     the  aggregate  number  of  shares held by non-affiliates was approximately
5,113,000  shares.

     the  number  of  shares  outstanding  of  the Registrant's Common Stock was
11,908,000.

                        Exhibit Index is found on page 22

                                        1
<PAGE>

PART  I                                                                        3

Item  1.  Description  of  Business                                            3
      (a)  Historical  Information                                             3
      (b)  Business  of  the  Registrant                                       5
      (c)  Search  Resumed                                                     5

Item  2.  Description  of  Property                                            7

Item  3.  Legal  Proceedings                                                   7

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders          7

PART  II                                                                       8

Item  5.  Market  for  Common  Equity  and  Stockholder  Matters               8
      (a)  Market  Information                                                 8
      (b)  Holders                                                             8
      (c)  Dividends                                                           8
      (d)  Sales  of  Unregistered  Common  Stock  1999-2000                   8
      (e)  Description  of  Securities                                         8

Item  6.  Management's  Discussion  and  Analysis  or Plan of Operation       10
      (a)  Plan  of  Operation  for  the  Next  Twelve  Months                10
      (b)  Results  of  Operations                                            11
      (c)  Selected  Financial  Information                                   12
      (d)  Liquidity                                                          13

Item  7.  Financial  Statements                                               13

Item  8.  Changes  In  and  Disagreements  With  Accountants
     on  Accounting  and  Financial  Disclosure                               13

PART  III                                                                     14

Item  9.  Directors and Executive Officers, Promoters and Control Persons;
          Compliance  with  Section  16(a)  of  the  Exchange  Act            14

Item  10.  Executive  Compensation                                            15

Item  11.  Security Ownership of Certain Beneficial Owners and Management     16
      (a)  Security  Ownership  of  Certain  Beneficial  Owners               16
      (b)  Security  Ownership  of  Management                                16
      (c)  Changes  in  Control                                               17

Item  12.  Certain  Relationships  and  Related  Transactions                 18

Item  13.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K   20
      (a)  Financial  Statements                                              20
      (b)  Form  8-K  Reports                                                 20
      (c)  Exhibits                                                           20

                                        2
<PAGE>

                                     PART I

                                  INTRODUCTION

     This  Form  10-KSB-A  amended  report  reflects  changes  responsive to SEC
Comments  to  our  Form  10-SB-A4,  and  includes some current information about
events  after  December  31,  1999.

     Our  1934  Act  Registration  of  our  Common  Stock  was voluntarily filed
pursuant  to  Section  12(g) of the Securities Exchange Act of 1934, in order to
comply  with  the requirements of National Association of Securities Dealers for
submission for continuation of quotation on the Over the Counter Bulletin Board,
often called "OTCBB". Our registration has become effective by operation of law,
60  days  after  our first filing, and before all comments with the Staff of the
Commission  have  been  cleared.

     The  requirements  of  the  OTCBB  are  that  the  financial statements and
information  about  the Issuer be reported periodically to the Commission and be
and  become  information  that  the  public  can access easily. This corporation
wishes  to  report and provide disclosure voluntarily, and will continue to file
periodic  reports  even  if  its  obligation  to file such reports is excused or
suspended  under  the  Exchange  Act.  If and when this 1934 Act Registration is
effectively  clear  of  comments  by  the  staff,  we  will  be  eligible  for
consideration  for  the  OTCBB  upon  submission of one or more NASD members for
permission  to  publish  quotes  for  the purchase and sale of the shares of the
common  stock  of  the  issuer.

     This  corporation  may be the subject of a "Reverse Acquisition". A reverse
acquisition  is  the  acquisition  of  a  private ("Target") company by a public
company,  by  which  the  private  company's shareholders acquire control of the
public  company.  The extent to which negotiations are in progress, or potential
targets have been identified, will be discussed in the body of this Registration
Statement.  At  present,  the business plan of this Registrant is to find such a
target  or  targets, and attempt to acquire them for stock. It would be expected
that  a  reverse acquisition of a target company or business would be associated
with  some  private  placements and/or limited offerings of common stock of this
Registrant  for  cash.  Such  placements,  or  offerings,  if  and  when made or
extended,  would  be  made  with  disclosure  and reliance on the businesses and
assets  to  be  acquired, and not upon the present condition of this Registrant.



                        ITEM 1.  DESCRIPTION OF BUSINESS.


 (A)  HISTORICAL  INFORMATION.  This  Corporation  (sometimes  called  "the
Registrant",  but  more  commonly  referred  to  as  "we",  "us"  or  "our") was
incorporated in the State of Texas on August 24, 1995, and was reincorporated in
the State of Nevada on January 23, 1998, as Professional Recovery Systems, Ltd.,
with the intent of initiating an agency for the collection of past due accounts,
in  the medical profession particularly. Shortly following our incorporation, we
issued  1,200,000  founders shares, at par value, for organizational costs, to a
single  Founder,  J. Dan Sifford Jr. From July of 1997 through March of 1999, we
made  four successive private placements, pursuant to Regulation D, Rule 504, as
then  in  force:  1,016,000  shares, at $0.125, to 11 sophisticated investors on
about  July 7, 1997; 6,600 shares at $0.10 to a single sophisticated investor on

                                        3
<PAGE>

or  about  June  9,  1998;  90,000 shares, for services valued at $9,000.00 to a
single  financial  and corporate services provider on or about January 22, 1999;
and  69,000  shares to another financial and corporate services provider, valued
at  $6,900.00,  on  or  about  March  3,  1999.  On  or about August 1, 1999, we
determined  that our original business plan was not viable and would not lead to
profitability  for  shareholders.

     On  July 16, 1999, the Registrant changed its corporate name to NetBanx.com
Corp., and on November 2, 1999, we changed our corporate name again to Net J.com
Corp.  No  change  of  control  or  management,  acquisition,  or  agreement for
acquisition,  merger  or combination accompanied either of these corporate situs
or  name  changes.  The  second name change was occasioned by the discovery of a
conflict  with  the name of another unrelated company. The transition from Texas
to  Nevada  was  occasioned  by  management's determination that Nevada does not
impose  a  corporate  income  tax,  but  only  an  annual  fixed  franchise fee.

     On  or about July 14, 1999, we directed a five for one forward split of our
shares  of common stock, issued and outstanding, resulting in a post-split total
of 11,908,00 shares issued and outstanding. These Issuances and all issuances to
date,  with the relevant exemption from Registration, under  5 of the Securities
Act  of  1933, are displayed in the following table. Please See Part II, Item 4,
for  additional  information.

     On or about April 25, 2000, the Registrant sold 100,000 shares, pursuant to
Section  4(2)/Rule  506,  to  a  single  accredited  investor.  The  investors
accreditation  was  determined  by  virtue  of  income,  net  worth and previous
investing  experience.

<TABLE>
<CAPTION>
<S>                                                        <C>         <C>
Issuances/Exemptions from 1933 Act. . . . . . . . . . . .  post        pre-
Registration After and Before 5 for 1 Forward . . . . . .  forward     forward
Split . . . . . . . . . . . . . . . . . . . . . . . . . .  split       split
--------------------------------------------------------------------------------
Founders shares, at par value, for organizational costs,.   6,000,000  1,200,000
to a single Founder, J. Dan Sifford Jr
[Section 4(2) of the 1933 Securities Act]
--------------------------------------------------------------------------------
11 sophisticated investors at $0.125. . . . . . . . . . .   5,080,000  1,016,000
(Rule 504) 7/7/97
--------------------------------------------------------------------------------
1 sophisticated investor at $0.10 . . . . . . . . . . . .      33,000      6,600
(Rule 504) 6/9/98
--------------------------------------------------------------------------------
For services valued at $9,000.00 (Rule 504) 1/22/99 . . .     450,000     90,000
--------------------------------------------------------------------------------
For services valued at $6,900.00 (Rule 504) 3/3/99. . . .     345,000     69,000
--------------------------------------------------------------------------------
Total Common Stock Issued and Outstanding . . . . . . . .  11,908,000  2,381,600
(Before the forward Split of July 14, 1999)
-----------------------------------------------------------------------
For cash Section 4(2)/Rule 506 (4/25/00). . . . . . . . .     100,000
-----------------------------------------------------------------------
Subtotal Post Reverse:. . . . . . . . . . . . . . . . . .     100,000
-----------------------------------------------------------------------
Total Issued and Outstanding June 30, 2000. . . . . . . .  12,008,000
-----------------------------------------------------------------------
</TABLE>


     We  were  not  a  "Blank Check Company", commonly called a "Blind Pool", as
referred  to  in either Rule 419 or Rule 504, at any time our founders or others
were  offered,  purchased  or  acquired  the  outstanding  securities  of  this
Registrant.  After  abandoning  our  business  plan,  we  became a company whose
business  plan was to find a profitable business combination. This means that we
have  become  a  "Blank Check Company" as that term is defined in Rule 419. As a
practical  matter,  we  are  required  to  register its common stock pursuant to
Section  12(g)  of  the 1934 Act, and to pursue continuation of quotation on the
OTCBB  if  it  is  to  have  any  chance  to  compete  in  with other issuers or
registrants,  for  business  combinations  by  reverse acquisition. There are no
lock-up  or shareholder pooling agreements between or among shareholders of this

                                        4
<PAGE>

Registrant.  All shares are owned and controlled independently by the persons to
whom  they  are  issued.  We  have  no  Internet  address.

     We  believe  we have identified an acquisition target. Disclosure about our
proposed  acquisition  is  provided  in  this  filing.

 (B)  BUSINESS  OF  THE REGISTRANT. This Company has had no current business for
some  time.  Our  business plan has been to seek one or more profitable business
combinations  or  acquisitions  to secure profitability for shareholders. It has
had  no day to day operations up to the present time. Its officers and directors
have  devoted  only  insubstantial  time  and  attention to our affairs, for the
reason  that  only  such attention has been required. We had identified previous
possible acquisition targets in news releases, acquisitions which did not occur.

      (1)  PREVIOUS  ANNOUNCEMENTS.  On  September  3,  1999,  we announced that
Netbanx.com  (our  former name) had entered into an agreement to acquire Western
Connections  Ltd.  We also announced a "co-terminus deal" to license (Western's)
X-Pay billing system.  That acquisition and the "co-terminus deal" did not ripen
into  actual  transactions,  and  negotiations  were  discontinued.

     On  February 17, 2000, we announced (1), that our search for an acquisition
continued,  and  that  unspecified  negotiations  were  proceeding,  and that no
current negotiations indicated a probable target; and (2), we announced a change
in  management.  This  change  of  management  was not connected with the failed
agreement  to  acquire  Western  Connections  Ltd.,  but  was  the result of the
decision  by  former  interim  management to retire in favor of the persons more
actively engaged in the search for profitable business opportunities for us. The
transition  was  occasioned  by a brief interim, in which our Special Securities
Counsel  was appointed Custodian to receive the resignation of former management
and  appoint  its  current  Board  of  Directors. No dispute or disagreement, no
hostility or misconduct was associated with these changes. These changes involve
no  financial issues or changes and had no impact on our financial statements or
condition.  The  purpose of the change of officers was to appoint as Management,
the  persons  actually  conducting  our  search  for opportunities in the United
Kingdom,  and  the  persons  negotiating  for our possible acquisition of Global
Tote.  This  change  was  not  opposed  by  previous  management.

     On  March 9, 2000, we announced an agreement to acquire 100% of Global Tote
Limited  ("Global  Tote"). We disclosed in the form 10-QSB filed for the quarter
ending March 31, 2000, that the completion of the acquisition of Global Tote was
doubtful.  This  attempted  acquisition  has  failed to materialize and has been
abandoned.  The  decision  not to proceed to completion was made when management
received  a  registered  letter from a creditor of Premier Telesports noticing a
claim  that  may  precipitate  the  bankruptcy  of  Premier  Telesports.  It  is
management's opinion that Premier Telesports represents a vital component of the
Global  Tote acquisition, without which, such an acquisition would not be in the
best  interest  of  the  Netj.com  shareholders.


 (C)  SEARCH  RESUMED.  Since  it  is  possible that the proposed acquisition of
Global  Tote  will  not  close,  we  will  resume  our  search  for a profitable
acquisition. Management has adopted a conservative and patient policy of seeking
opportunities  of  exceptional quality, in management's view, and to accept that
it may have to wait longer, as a result, before consummating any transactions to
create  profitability for its shareholder. Management recognizes that the higher
the  standards  it  imposes  upon  itself,  the  greater  may  be it competitive
disadvantages  with  other  more attractive acquiring interests or entities. One
would  expect  more  competition to acquire higher quality businesses and assets
that  less  desirable  opportunities.

     LIMITED  SCOPE  AND  NUMBER  OF  POSSIBLE ACQUISITIONS: We do not intend to
restrict  its  consideration to any particular business or industry segment, and
we  may  consider,  among others, finance, brokerage, insurance, transportation,

                                        5
<PAGE>

communications,  research  and  development,  service,  natural  resources,
manufacturing  or  high-technology. Of course, because of our limited resources,
the  scope  and number of suitable candidate business ventures available will be
limited  accordingly,  and most likely the we will not be able to participate in
more than a single business venture. Accordingly, it is anticipated that we will
not  be  able  to  diversify,  but  may  be limited to one merger or acquisition
because of limited financing. This lack of diversification will not permit us to
offset  potential  losses  from  one  business  opportunity against profits from
another.  To  a  large  extent, a decision to participate in a specific business
opportunity  may  be made upon management's analysis of the quality of the other
firm's  management  and personnel, the anticipated acceptability of new products
or  marketing  concepts,  the  merit of technological changes and numerous other
factors  which  are  difficult,  if  not  impossible,  to  analyze  through  the
application of any objective criteria. In many instances, it is anticipated that
the  historical  operations of a specific firm may not necessarily be indicative
of  the potential for the future because of the necessity to substantially shift
a  marketing  approach,  expand  operations,  change product emphasis, change or
substantially  augment  management,  or make other changes. We will be dependent
upon  the  management of a business opportunity to identify such problems and to
implement,  or  be  primarily  responsible  for  the implementation of, required
changes.  Because  the  Company may participate in a business opportunity with a
newly  organized firm or with a firm which is entering a new phase of growth, it
should  be emphasized that the Company may incur further risk due to the failure
of the target's management to have proven its abilities or effectiveness, or the
failure  to  establish  a  market  for the target's products or services, or the
failure  to  prove  or  predict  profitability.

     PROBABLE  INDUSTRY  SEGMENTS  FOR  ACQUISITION.  While the Company does not
intend  to  rule  out  its  consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development  stage  companies  in  the  electronic  commerce,  high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry  segments,  such  as  finance,  brokerage,  insurance,  transportation,
communications,  research  and  development,  service,  natural  resources,
manufacturing  or  other  high-technology  areas.

     TRANSACTIONS  WITH  MANAGEMENT.  It  is  possible  our  new management will
acquire  a  target  business  or  company  in  which  our  present management or
principal  shareholder,  or  affiliates,  have  an  ownership  interest.

     FINDERS  FEES  FOR  MANAGEMENT.  It  is possible that finder's fees will be
payable  to  our  new  Management  in  connection  with  any  forseeable reverse
acquisition.

     FINDERS  FEES FOR PRINCIPAL CONTROL GROUP.  Depending on the quality of the
target  company,  the principal shareholders may sell all, some or none of their
control  block,  as  matters for arm's length deal-making, when it comes to that
stage.  Additionally,  the  Principal  Shareholders  are  associated  with  the
Principal  Consultant  and  provides,  has  provided  and  may provide corporate
services  to  us,  billable  hourly  in  an established and customary manner. No
finders  fees,  commissions  or  other  bonuses will be payable to our Principal
Shareholder  group,  for securing or in connection with any acquisition, will be
paid  or  payable, as a matter of both current economic conditions and corporate
policy.  Management  has  determined  that in its view of the current market for
such  transactions,  such  fees  or  bonuses  are  not  justifiable.

     LOAN  FINANCING  NOT  ANTICIPATED.  There  are no foreseeable circumstances
under  which  loan  financing  will  be  sought  or  needed  during  our present
development  stage.

(D)  FINANCING  PLANS.  For more information, please see Management's Discussion
and  Analysis.

(E)  GOVERNMENT  REGULATION. There are no issues of government regulation unique
to  this  Registrant  or  its  business.

                                        6
<PAGE>

(F)  COMPETITION.  Other  better capitalized firms are engaged in the search for
acquisitions  or business combinations which firms may be able to offer more and
may  be  more  attractive  to  acquisition candidates. Management, in evaluating
market  conditions  and  unsolicited proposals, has formed the estimate that the
selection  of  a business combination is probable within the next twelve months.
There  is  no  compelling  reason  why  this  we  should be preferred over other
reverse-acquisition public corporation candidates. It has no significant pool of
cash  it can offer and  no capital formation incentive for its selection. It has
a  limited  shareholder  base  insufficient  for  acquisition  target wishing to
proceed  for  application  to  NASDAQ.  In  comparison  to  other  "public shell
companies"  we  are  unimpressive,  in  the judgement of management, and totally
lacking  in  unique  features which would make it more attractive or competitive
that  other  "public  shell  companies".  While  management  believes  that  the
competition  of other "public shell companies" is intense and growing, it has no
basis  on  which  to quantify its impression. Our management is not impatient or
overly  eager  to find a business partner and has resolved to allow such time as
may  be  required  to  find  an  opportunity  of  superior  value and potential.
Notwithstanding the confidence of management in its knowledge, skill and that of
its  consultants  and principal shareholder, there can be no assurance that this
issuer  will  prove  competitively  attractive  to  the kinds of transactions it
seeks.

(G)  EMPLOYEES.  We  have  no  employees, other than our Officers and Directors.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property  and  enjoy  the  non-exclusive  use  of offices and
telephone  of  its  officers,  consultants  and  attorneys.  We  have no assets,
property  or  business;  its  principal  executive  office address and telephone
number  are  the  home address and telephone number of its Principal Shareholder
and  are  provided  at  no  cost.  Because  the  Company has no current business
operations,  its activities have been limited to keeping itself in good standing
in  the  State of Nevada, and with preparing this Registration Statement and the
accompanying  financial  statements.  These  activities  have  consumed  an
insignificant  amount  of  time  or  other  burden, such that, the costs of such
non-exclusive  uses have been minimal and without significant negative impact on
our financial condition. These uses have had the positive impact of relieving us
from  the  burden  of  maintaining  non-productive  assets.


                           ITEM 3.  LEGAL PROCEEDINGS.

       There are no legal proceedings pending against the Company, as of the
                           preparation of this Report.


          ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

                                      None.

             The Remainder of this Page is Intentionally left Blank

                                        7
<PAGE>

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.


 (A)  MARKET INFORMATION. The Common Stock of this Registrant is quoted Over the
Counter  on  the  Bulletin  Board  ("OTCBB").  There  was  no substantial market
activity  before  December  1998.  Based  upon  standard  reporting sources, the
following  information  is  provided:
<TABLE>
<CAPTION>



<S>       <C>       <C>      <C>       <C>       <C>
period .  high bid  low bid  period    high bid  low bid
-----------------------------------------------------------
3rd 1998  N/A       N/A      2nd 1999     5.375      2.00
-----------------------------------------------------------
4th 1998  3.25      3.00     3rd 1999     3.88       0.84
-----------------------------------------------------------
1st 1999  4.25      2.00     4th 1999     8.00       3.60
-----------------------------------------------------------
period .  high bid  low bid  period    high bid  low bid
-----------------------------------------------------------
1st 2000  8.90      1.20     2nd 2000     5.70       1.50
-----------------------------------------------------------
</TABLE>


     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions.  The  source  of this information is commercial internet reporting
services:  BigCharts.com.


 (B)  HOLDERS.  There  are  about  47  holders  of  the  common  stock  of  this
Registrant.

 (C)  DIVIDENDS.  No  cash  dividends  have  been  paid by the Registrant on its
common  stock  or  other  Stock  and  no  such  payment  is  anticipated  in the
foreseeable  future.

 (D)  SALES OF UNREGISTERED COMMON STOCK 1999-2000.  On March 3, 1999, we issued
69,000  pre-split  (345,000 post-split) shares, pursuant to Rule 504, for Legal,
Accounting  and  Professional  services  and  advances to or for the Registrant,
provided by a single financial and corporate service provider. This provider was
Intrepid  International S.A./ Intrepid International Ltd. The shares were valued
at  $0.10  per  share.

     On  or  about  April  25,  2000,  the  Registrant sold 100,000 (post-split)
shares,  pursuant to Section 4(2)/Rule 506, to a single accredited investor. The
investors  accreditation  was  determined  by  virtue  of  income, net worth and
previous  investing  experience.


 (E)  DESCRIPTION  OF  SECURITIES.

CAPITAL  AUTHORIZED AND ISSUED. We are authorized to issue 100,000,000 shares of
a  single class of Common Voting Stock, of par value $0.001, of which 12,008,000
are  issued  and  outstanding.

COMMON  STOCK.  All  shares  of Common Stock when issued were fully paid for and
nonassessable.  Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting  is  not  permitted;  therefore,  the  holders  of  more  than 50% of the
outstanding  Common  Stock  can,  if  they  choose  to  do  so, elect all of the
directors.  The  terms of the directors are not staggered. Directors are elected

                                        8
<PAGE>

annually  to serve until the next annual meeting of shareholders and until their
successor  is  elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities. The owners of a majority of the
common  stock  may  also take any action without prior notice or meeting which a
majority  of  shareholders  could  have taken at a regularly called shareholders
meeting,  giving  notice  to all shareholders thereafter of the action taken. In
the event of liquidation or dissolution, holders of Common Stock are entitled to
receive,  pro  rata,  the  assets remaining, after creditors, and holders of any
class  of  stock having liquidation rights senior to holders of shares of Common
Stock,  have  been paid in full. All shares of Common Stock enjoy equal dividend
rights.  There  are  no  provisions  in the Articles of Incorporation or By-Laws
which  would  delay,  defer  or  prevent  a  change  of  control.

SECONDARY  TRADING  refers  to  the  marketability  to  resell the securities in
brokerage  transactions,  and  that  marketability is generally governed by Rule
144, promulgated by the Securities and Exchange Commission pursuant to  3 of the
Securities  Act  of  1933. Securities which have not been registered pursuant to
the  Securities Act of 1933, but were exempt from such registration when issued,
are  generally  Restricted  Securities  as defined by Rule 144(a). The impact of
the  restrictions  of  Rule  144  are  (a)  a basic one year holding period from
purchase; and (b) a limitation of the amount any shareholder may sell during the
second  year,  as  to non-affiliates; however, as to shares owned by affiliates,
the  second-year  limitation  of amounts attaches and continues indefinitely, at
least  until  such person has ceased to be an affiliate for 90 days or more. The
limitation of amounts is generally 1% of the total issued and outstanding in any
90  day  period.

UNRESTRICTED  SHARES  OF  COMMON  STOCK.  12,008,000  shares  are  issued  and
outstanding. 7,035,000 shares are held by affiliates, and these affiliate shares
remain  restricted  from  resale  in brokerage transaction. 4,973,000 shares are
owned  by  non-affiliates.  Of  these  4,973,000, 100,000 shares were sold about
April  24,  2000  and  are  restricted  securities.  The remaining 4,873,000 are
believed  to be held continuously by non-affiliates for more than two years, and
are  believed  to  be  unrestricted  securities which could be sold in brokerage
transaction  in  compliance  with  Rule  144.

OPTIONS  AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities. We have no shares issued or reserved which are subject to options or
warrants  to  purchase,  or  securities  convertible  into  common  stock.

RISKS  OF  "PENNY  STOCK." The Company's common stock may be deemed to be "penny
stock"  as  that term is defined in Reg.Section 240.3a51-1 of the Securities and
Exchange  Commission. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are  not  quoted  on the NASDAQ automated quotation system
(NASDAQ)  listed  stocks  must  still  meet  requirement  (i) above); or (iv) in
issuers with net tangible assets less than $2,000,000 (if the issuer has been in
continuous  operation  for at least three years) or $5,000,000 (if in continuous
operation  for  less  than  three  years), or with average revenues of less than
$6,000,000  for  the  last  three  years.

     Section  15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section  240.15g-2  of  the  Securities  and  Exchange Commission require broker
dealers  dealing  in penny stocks to provide potential investors with a document
disclosing  the  risks of penny stocks and to obtain a manually signed and dated
written  receipt  of  the  document  before effecting any transaction in a penny
stock  for  the  investor's account. Potential investors in the Company's common
stock  are  urged to obtain and read such disclosure carefully before purchasing
any  shares  that  are  deemed  to  be  "penny  stock."

     Moreover,  Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires  broker  dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This  procedure  requires  the  broker  dealer  to  (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii)  reasonably  determine, based on that information,
that  transactions  in  penny  stocks are suitable for the investor and that the

                                        9
<PAGE>

investor  has sufficient knowledge and experience as to be reasonably capable of
evaluating  the  risks  of  penny stock transactions; (iii) provide the investor
with  a  written  statement  setting forth the basis on which the broker -dealer
made  the  determination in (ii) above; and (iv) receive a signed and dated copy
of  such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance  with  these requirements may make it more difficult for investors in
the  Company's  common  stock  to  resell  their  shares  to third parties or to
otherwise  dispose  of  them.

     RISKS  OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations  which  may  affect  the resale of the existing shares of our common
stock,  consideration  must  be  given to the  Blue Sky  laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some  States  may  distinguish  between  companies  with  active  businesses and
companies  whose  only business is to seek to secure business opportunities, and
may  restrict  or  limit  resales  of  otherwise  free-trading  and unrestricted
securities.  We have taken no action to register or qualify its common stock for
resale  pursuant  to  the  Blue  Sky  laws  or  regulations  of  any  State  or
jurisdiction.  Accordingly  offers to buy or sell our existing securities may be
unlawful  in  certain  States


       ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


 (A)  PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS. We had identified a probable
acquisition  target,  but that acquisition will not materialize, as described in
Item  1  of  this Part. So our plan for the next twelve months will be to resume
and  continue  our  search  for  an  acquisition  target.

      (1)  CASH  REQUIREMENTS. We have not engaged in any material operations or
had  any revenues from operations since inception. Our plan of operation for the
next  12 months would be to continue to seek the acquisition of assets, property
or  business  that may benefit the Company and its stockholders. Because we have
virtually  no  resources,  management  anticipates  that  to  achieve  any  such
acquisition,  the  Company would be required to issue shares of its common stock
as  the  sole consideration for any such venture. During the next 12 months, our
only  foreseeable  cash requirements will relate to three areas: (1) maintaining
the  Company  in  good standing with a valid corporate franchise in the State of
Nevada,  (2)  such expenses as may arise from the effectiveness of this 1934 Act
Registration  of  its  common stock, and (3) expenses to pursue our search for a
corporate  opportunity.  The  first  two would consist of legal and professional
fees  for  preparation and filing reports required under the Securities Exchange
Act of 1934, including, at a minimum an annual audit of the financial statements
of  this  Registrant.  The third involves travel, and may involve some legal and
professional  fees. Accordingly, we would expect to require between $100,000 and
$200,000  for  the  next  twelve  months.  These  expenses  may  be  advanced by
management or principal stockholders as loans to the Company, and may or may not
be  settled,  reimbursed or compensated by the issuance of common stock. Because
the  Company  has  not  identified  any  such  venture  as  of  the date of this
Registration  Statement,  it  is  impossible  to  predict the amount of any such
loans,  if  any,  or  the  amounts of common stock which may be issued, for such
services  or  advances.  However,  there  are  no  preliminary  agreements  or
understandings  with  respect  to  loan  agreements  or  issuances  by officers,
directors,  principals  or  affiliates  of  the  Company,  and  any such loan or
settlement  will  be  on  terms  no  less favorable to the Company than would be
available  from  a  commercial  lender  in  an arm's length transaction. If such
continued  support is not obtained, we would not be able to continue to meet our
auditing and reporting requirements and may be forced to withdraw ourselves as a
Reporting  Company,  and  would  not be entitled to continued quotability on the
OTCBB,  and  we  may  be  unable  to  continue  as  a  going  concern.

      Our  Independent  Auditors  Report,  for the Company's most recent audited
financial statements, mentions: "The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. The Company
is  dependant  upon  raising  capital to continue operations. It is management's

                                       10
<PAGE>

plan  to  raise  additional  funds  to begin its intended operations, or find an
operating company to merge with." We cannot engage in fund-raising activity as a
company  with  no business or substantial assets. Our business plan is indeed to
find  an  acquisition  target.

 (B)  RESULTS OF OPERATIONS. The Registrant has had no material operations since
inception,  losses  of  $80,713,  $29,777, 92,374 and $240 respectively, for the
fiscal  years  ended  1999, 1998, 1997 and 1996. We had an accumulated a deficit
calculated  of  $203,184  (12/31/99)  giving  effect to the five for one forward
split  of  July  14,  1999.  That  forward  split  had  the  technical effect of
increasing  the  deficit slightly.The reason for the difference in the resulting
calculations  is  due  to  the  fact  that  we  did  not change the par value in
connection  with the forward split. The funding of the payments that account for
these  deficits  resulted  substantially  from  the issuance of shares of common
stock  of the Company for services rendered and advances, in lieu of cash. These
services  primarily related to maintaining the Company in good standing with the
State  of Nevada, including legal and professional fees for its name changes and
reincorporation,  as  well  as  the  expenses  of  its  current  audit, and "due
diligence"  activities  with  respect  to its history and past operations. These
activities have included, for example, confirming good standing, reviewing stock
transfer  records  and  Articles of Incorporation, as amended, and arranging for
the  preparation  and  auditing  of  financial statements. These activities were
undertaken  to qualify our common stock for quotation on the OTC Bulletin Board,
and  in  contemplation  of  the  preparation  of  this  Registration  Statement.

     On  or  about  September  3, 1999, we made and announcement indicating that
Netbanx.com  (its  former  Name)  had  entered  into  a letter of intent for the
acquisition  of  Western  Connections Ltd. for $1.75 million and the issuance of
$400,000 of warrants at a strike price of $5 per share, as well as the licensing
of  X-PAY  to Automatic Communications Ltd. for an annual fee of $175,000. While
this  statement was true, that letter of intent did not ripen into an agreement,
and  no  such  transactions  occurred. It was the decision of this Management to
place  this  Registrant  in  Custodianship  for a period of time to cool-off, to
allow  the  NASD  to  inquire and satisfy itself concerning the circumstances of
that  announcement, and generally to prevent any misunderstandings by the public
as  to  the actual state of affairs of this registrant. The principal purpose of
the  Custodianship  is  prevent  any person from misunderstanding the affairs of
this  Registrant during its 1934 Act Registration of its common stock, and for a
reasonable  time  following  the  effectiveness  of  such  registration.

     On  March 9, 2000, we announced an agreement to acquire 100% of Global Tote
Limited  ("Global  Tote"). We disclosed in the form 10-QSB filed for the quarter
ending March 31, 2000, that the completion of the acquisition of Global Tote was
doubtful.  This  attempted  acquisition  has  failed to materialize and has been
abandoned.  The  decision  not to proceed to completion was made when management
received  a  registered  letter from a creditor of Premier Telesports noticing a
claim  that  may  precipitate  the  bankruptcy  of  Premier  Telesports.  It  is
management's opinion that Premier Telesports represents a vital component of the
Global  Tote acquisition, without which, such an acquisition would not be in the
best  interest  of  the  Netj.com  shareholders.

             The Remainder of this Page is Intentionally left Blank

                                       11
<PAGE>

 (C)  SELECTED  FINANCIAL  INFORMATION.

<TABLE>
<CAPTION>
<S>                     <C>           <C>           <C>           <C>          <C>
                            3/31/00      12/31/99      12/31/98     12/31/97      8/24/95
                                                                                    to
                                                                                 12/31/99
-----------------------------------------------------------------------------------------
Total Assets . . . . .  $       329   $       329   $     5,729   $   34,866
-----------------------------------------------------------------------------------------
Revenues . . . . . . .            0             0             0            0           0
-----------------------------------------------------------------------------------------
Operating Expenses . .      421,665        80,713        29,777       92,374     203,184
-----------------------------------------------------------------------------------------
Net Earnings or (Loss)     (421,665)      (80,713)      (29,777)     (92,374)   (203,184)
-----------------------------------------------------------------------------------------
Per Share Earnings . .      0.03541         (0.01)        (0.00)       (0.01)      (0.02)
  or (Loss)
-----------------------------------------------------------------------------------------
Average Common Shares.   11,908,000    11,701,000    11,080,000    7,905,000   8,537,200
Outstanding
-----------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
<S>                         <C>                   <C>                     <C>         <C>
                                                April 1 to June 30         January 1 to June 30
                                           2000                    1999        2000      1999
-----------------------------------------------------------------------------------------
Balance sheet:
Total Assets . . . . . . .                5,484
-------------------------------------------------
Total Liabilities. . . . .              493,994
Revenues:. . . . . . . . .  $                 0   $                   0   $       0   $     0
----------------------------------------------------------------------------------------------
 Total Revenues. . . . . .                    0                       0           0         0
----------------------------------------------------------------------------------------------
Expenses:
General and administrative              (50,061)                 (2,135)   (471,726)   (4,885)
----------------------------------------------------------------------------------------------
 Total Expenses. . . . . .              (50,061)                 (2,135)   (471,726)   (4,885)
----------------------------------------------------------------------------------------------
Net Loss . . . . . . . . .              (50,061)                 (2,135)   (471,726)   (4,885)
----------------------------------------------------------------------------------------------
</TABLE>


     Our  expenses recorded a net loss during this first quarter of $421,665, as
compared  to  only  $4,885 for the corresponding quarter of 1999. For the second
quarter  the comparison was $50,061 to $2,135. The comparison for the first half
was  $471,726  to  $4,885.

      These  difference are due to our virtual dormancy in 1999, and substantial
activity  in  the first quarter of this year, to Register our common stock under
the  1934  Securities  Exchange  Act,  and  to  vigorously  pursue  acquisition
opportunities.  These  services  primarily related to maintaining the Company in
good  standing  with  the State of Nevada, including legal and professional fees

                                       12
<PAGE>

for its name changes and reincorporation, as well as the expenses of its current
audit,  and  "due  diligence"  activities  with  respect to its history and past
operations.  These  activities  have  included,  for  example,  confirming  good
standing,  reviewing  stock  transfer  records and Articles of Incorporation, as
amended, and arranging for the preparation and auditing of financial statements.
These  activities  were undertaken to maintain our common stock for quotation on
the OTC Bulletin Board, and in contemplation of the preparation of the Form 10SB
Registration  Statement.


 (D)  LIQUIDITY.  We  had  limited  and  diminishing liquidity during the fiscal
years  ended 1998, 1997 and 1996, and virtually no liquidity at the end of 1999.
Our  liquidity  improved slightly during April of 2000, with the sale of 100,000
shares  at  $2.00,  per  share,  to  a  single  accredited  investor.

     Except  as stated under the heading "Plan of Operation," above, the Company
does  not contemplate raising capital over the next twelve months by issuance of
debt  or  equity  securities.  We  have  no  loan agreements with any officer or
director.  Foreseeably,  in the absence of cash to maintain this company current
in  required  filings,  legal,  professional expenses, the practice of providing
compensation by issuing stock is probable, with the significant exception of our
independent  auditor,  who  may  not  properly  be compensated in such a manner.
Accordingly, in the absence of corporate liquidity, the principal shareholder is
expected  to  advance  those  fees  which  are  not  appropriate for settlement,
compensation  or  reimbursement  in  stock.  If  such  continued  support is not
obtained,  we  would  not be able to continue to meet our auditing and reporting
requirements and may be forced to withdraw ourselves as a Reporting Company, and
would  not  be  entitled  to  continued  quotability on the OTCBB, and we may be
unable  to  continue  as  a  going  concern.


                         ITEM 7.  FINANCIAL STATEMENTS.

     Please see the Exhibit Index found on page 18 of this Report. The financial
statements  listed  therein, attached hereto and filed herewith are incorporated
herein  by  this  reference  as  though  fully  set  forth  herein.


             ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE.

     None.

             The Remainder of this Page is Intentionally left Blank

                                       13
<PAGE>

                                    PART III



    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

     The  following  persons  are the former Directors, having taken office from
the  inception  of  the  issuer,  and  having  retired  about  the  end of 1999.

     J.  Dan  Sifford,  Jr.,  age 61, grew up in Coral Gables, Florida, where he
attended Coral Gables High School and the University of Miami. After leaving the
University  of Miami, Mr. Sifford formed a wholesale consumer goods distribution
company  which  operated  throughout  the  southeastern United States and all of
Latin  America.  In  1965,  as  an  extension of the operations of that original
company,  he  founded  Indiasa Corporation (Indiasa), a Panamanian company which
was  involved  in  supply  and  financing  arrangements  with  many of the Latin
American  Governments,  in  particular,  their  air  forces  and  their national
airlines.  As  customer  requirements  dictated,  separate  subsidiaries  were
established  to  handle  specific  activities,  among  them:  Indiasa Securities
Corporation,  to  structure  the  financing  necessary  to  facilitate  the
transactions;  Indiasa  Aviation  Corporation,  to serve as an all cargo airline
operating  large  cargo aircraft throughout Latin America; and Overseas Aviation
Corporation, to buy, sell, lease and broker aircraft, and to provide services to
Indiasa Aviation Corporation and to other airlines. Indiasa, which is the parent
company of all the Panamanian companies formed by Mr. Sifford, operates, through
its partially owned subsidiary, Robmar International, S. A., plants in Argentina
and  Brazil  which  produce  high  temperature,  high  pressure  lubricants  and
sealants.  For  twelve  years ending in 1982, it operated, through its partially
owned  subsidiaries  Indiasa  Aviation  Corporation  and  Overseas  Aviation
Corporation,  an  all  cargo  airline  based  at Miami International Airport and
serving  points  throughout Central and South America and Africa. In addition to
his  general aviation experience, Mr. Sifford, an Airline Transport rated pilot,
has  twenty  two  years experience in the airline business, and was recently the
President  of  Airline  of the Virgin Islands, Ltd. a commuter passenger airline
operating  in  the  Caribbean.  For the past two years, Mr. Sifford has been the
United  States  Managing  Director for Intrepid International, S.A. (Panam ), an
international  financial  and  corporate  service  provider. He is fluent in the
Spanish  Language.

     Laurencio  Jaen  O., age 70, resides in Panama City, Republic of Panama. He
is,  and  has  been  for  the  past twenty five years, Vice President of Indiasa
Corporation  ("Indiasa"),  a  Panamanian  corporation, which, through one of its
subsidiaries,  Robmar  International,  is  involved  in  the  manufacture  and
distribution of chemical products in Argentina and Brazil and which, through its
former  subsidiary  Indiasa Aviation Corporation, was, for eight years ending in
1981,  engaged  in  aviation  consulting,  the  leasing,  purchase  and  sale of
aircraft,  and the operation of a cargo airline, primarily in Latin America. Mr.
Ja n was a founder of PAISA, Panama's international airline, served as president
of the Colon Free Zone (the world s largest free trade zone), and as Director of
Panama's  Social Security Administration. He has also served as the President of
the Panamanian Chamber of Commerce, and as a member of the Board of Presidential
Advisors  of  the  Republic  of  Panama.

     William  Stocker,  attorney  at law, was appointed Custodian on October 14,
1999,  by the two former Officer/Directors J. Dan Sifford and Laurencio Jaen O.,
who  retired  from office without comment. The Custodianship existed briefly for
the  purpose of appointing new directors to conduct this Corporation's search in
Europe  and  the  United Kingdom for profitable business opportunities. In fact,
Mr.  Stocker acted entirely in a fiduciary capacity, and appointed new Directors
as  the nominees of the existing principal shareholder group. The new directors,
now identified, are not otherwise affiliated with Intrepid International, or any
affiliate  of  Intrepid.

                                       14
<PAGE>

     The  following  persons have been appointed to serve until their successors
might  be elected or appointed. The time of the next meeting of shareholders has
not  been  determined  and  is  not  likely  to  take  place  before  a targeted
acquisition  or  combination  is identified. They were nominated at the close of
the  1999,  but  did  not  take  office  until  the  beginning  of  2000.

     Wendy  Paige  (Director,  Acting President) is the principal of Paige & Co.
founded  by  her in 1997 to provide legal consulting services to Silicon Valley,
United Kingdom and European technology companies in the e-Commerce, Internet and
New  Media  markets.  From  1994  1997,  Ms.  Paige  was  of Counsel with Masons
Solicitors,  a  London law firm where she advised technology clients and Silicon
Valley  law  firms  on commercial and technology issues in Europe and the Middle
East.  She  has  had  extensive  in-house  international  legal  and  commercial
experience  with  leading  technology  companies,  including United Technologies
Corporation,  MIPS Computer Systems (later Silicon Graphics, Inc) and VMX, Inc.,
having  specialized  in  technology  licensing  and  strategic  relationships.

     Simon  Blackman  (Acting  Secretary and Treasurer), for the past two years,
has  been  involved  in  building  vertical  electronic  markets  for  the civil
aerospace and the defense industry sectors. Mr. Blackman also currently operates
an  independent  consultancy  advising  on  security  issues  relating  to
communications,  computer networks and e-commerce. Prior to being an independent
consultant,  Mr.  Blackman  was  a  Director  of  Grosvenor Security Consultants
Limited  (1993  1996)  with  responsibility  for  computer  and  communications
security.  Mr.  Blackman  is  also  a  Director  of Eurogard Security Group (UK)
Limited  (since  1997).

                        ITEM 10.  EXECUTIVE COMPENSATION.

     Since  the  inception of this corporation, we have not paid our officers or
directors.  Officers  and directors may be reimbursed for out-of-pocket expenses
and  may  be  compensated  for  the  time  they devote to us at some time in the
future, pursuant to some arrangement to be determined on the basis of the nature
and  extent  of  the  services which may be required and will be, if adopted, no
less  favorable  to  us than the charges for similar services made or offered by
independent  third  parties  similarly  qualified.  No  officer  or  director is
required  to  make any specific amount or percentage of his or her business time
available to us. No options, plans or arrangements for deferred compensation, or
future  compensation  have  been adopted and none are contemplated at this time.

     No  Officer  or  Director  or  Executive  of  this  Corporation  has  been
compensated  for  services  to us. No plan of compensation has been formed or is
presently  under  consideration.

     The  former  Officers  and  Directors  of  this  Registrant are Officers or
Directors  of  a  Principal  Shareholder, Intrepid International S.A. ("Intrepid
Panama")  and/or  its  United  States  Subsidiary,  Intrepid  International Ltd.
("Intrepid  US"). They are or may be indirectly benefited by the relationship by
which  Intrepid bills this Corporation, on a time/fee basis, with varying hourly
rates  for various personnel levels. This billings when and if paid will address
general  operating  expenses  of  Intrepid  and  are  not  directly  payable  or
translatable  to  direct  compensation  of  the  Former Officers or any specific
person.  Mr.  Sifford's attention to the affairs of this Corporation were billed
at  $150.00  per hour. Mr. Jaen O. did not submit any time billings for Intrepid
or  otherwise.  Intrepid's Counsel, William Stocker, served briefly as Custodian
of  this  corporation,  for  the limited purpose of accepting the resignation of
directors  and  appointing  new and current directors. The Custodian and Special
Counsel  accrued  compensation  at  $250.00 per hour. These fees are included in
Intrepid's  billings,  and  are not direct compensation to Mr. Stocker. Intrepid
has  billed this corporation a total of $29,317.70 for services incurred through
1999.  These  billings  have  not been paid and are carried on the books of this
Corporation  as  liabilities.  These  amounts will be compensated, when paid, in
cash,  and  not  in  the  issuance  of  stock  for  services.

                                       15
<PAGE>

     The  fees  payable  to Intrepid, if and when paid are creditable as general
revenues  of  Intrepid, and are not payable to its personnel. These billings are
accrued  and  accruing,  are  unpaid,  and  payment has been deferred generally.

     Wendy  Paige  (Director,  Acting  President)  and  Simon  Blackman  (Acting
Secretary  and Treasurer) have been appointed as our new management to deal with
our  probable or future acquisitions in the United Kingdom. While no arrangement
for compensation of our new officers has been made or anticipated by or with us,
this  change  requires  the  following  disclosure.

     We  have  previously  stated  that our United Kingdom management is free to
negotiate  with any target acquisition for themselves, in their own interest, as
well  as  for us. While any transaction so negotiated would require the approval
of our shareholders, it is intended that our new management be free to negotiate
with  a  target  to  remain  on the Board of any reorganized company, or for any
compensation payable by the reorganized company that is fair and reasonable, and
which may be approved by shareholders, following submission to shareholders with
full  disclosure.


    ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.


 (A)  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS.  To  the best of Our
knowledge  and  belief  the  following  disclosure  presents  the total security
ownership  of  all persons, entities and groups, known to or discoverable by us,
to  be  the  beneficial  owner or owners of more than five percent of any voting
class  of Our stock. More than one person, entity or group could be beneficially
interested  in  the  same  securities,  so that the total of all percentages may
accordingly  exceed  one hundred percent of some or any classes. Please refer to
explanatory  notes  if  any,  for  clarification  or  additional  information.

 (B)  SECURITY  OWNERSHIP OF MANAGEMENT. To the best of Our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors  and  Nominees,  naming  them,  and by all Officers and Directors as a
group,  without  naming  them,  known  to  or  discoverable by us. More than one
person, entity or group could be beneficially interested in the same securities,
so  that the total of all percentages may accordingly exceed one hundred percent
of  some  or  any  classes.  Please  refer  to  explanatory  notes  if  any, for
clarification  or  additional  information.

             The Remainder of this Page is Intentionally left Blank

                                       16
<PAGE>

                                    TABLE A/B
                                  COMMON STOCK
                 OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE

<TABLE>
<CAPTION>
<S>                                              <C>         <C>         <C>         <C>
 Name and Address of Beneficial Owner . . . . .  Actual         %         Attributed    %
                                                 Ownership                Ownership
-------------------------------------------------------------------------------------------
Wendy Paige  Acting President . . . . . . . . .         -0-        0.00                0.00
5 Eghams Court
Boston Drive
Bourne End Bucks SL8 5YS
-------------------------------------------------------------------------------------------
Simon Blackman  Acting Secretary and Treasurer.         -0-        0.00                0.00
5 Eghams Court
Boston Drive
Bourne End Bucks SL8 5YS
-------------------------------------------------------------------------------------------
All Officers and Directors as a Group . . . . .           0        0.00                0.00
-------------------------------------------------------------------------------------------
J. Dan Sifford, Jr., Former Officer (1) . . . .   5,000,000       41.99   6,795,000   57.06
3131 Southwest Freeway
Suite 46
Houston, Texas 77098
-------------------------------------------------------------------------------------------
Laurencio Jaen O., Former Officer (1) . . . . .         -0-        0.00   6795,000    57.06
P. O. Box 8807
Panama City 5
Republic of Panama
-------------------------------------------------------------------------------------------
Intrepid International, S.A. (1). . . . . . . .     345,000        2.90   6,795,000   57.06
P. O. Box 8807
Panama City 5
Republic of Panama
-------------------------------------------------------------------------------------------
HJS Financial Services, Inc. (1). . . . . . . .   1,450,000       12.18   7,035,000   59.08
24843 Del Prado #318
Dana Point CA 92629
-----------------------------------------------------------------------
Total Other 5% Owners . . . . . . . . . . . . .   6,795,000       57.06
-----------------------------------------------------------------------
TOTAL ALL AFFILIATES. . . . . . . . . . . . . .   6,795,000       57.06
-----------------------------------------------------------------------
Total Shares Issued and Outstanding . . . . . .  11,908,000      100.00
-----------------------------------------------------------------------
</TABLE>


(1)  In  the  foregoing  table,  the  share  ownership  of  each  of  the listed
shareholders are attributed to and each other and to all of them. The reason for
this attribution is that there is sufficient commonality between and among them,
and  one  or more officers of the other entities, such that all are deemed to be
affiliates  of  the  issuer and Counsel to Intrepid and HJS. The former officers
are officers of Intrepid. Please see Item 7, Relationships and Transactions, for
more  disclosure  about  Intrepid  and  its  owners,  officers  and  persons.


 (C)  CHANGES  IN  CONTROL.  We  have  previously disclosed the probability of a
change  of control in connection with our plan to find an acquisition. No target
is  presently  identified.

                                       17
<PAGE>

            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There  are  certain  relationships  and  transactions among and between the
Registrant  and  its  present  and  former  officers,  and  certain  affiliated
shareholders  which  are  deemed  material  and  which  are  the  subject of the
following  disclosure.  Specific  disclosure is directed to two of the affiliate
shareholders,  Intrepid  International,  S. A., and HJS Financial Services, Inc.
The  Custodian  of  this  Registrant  is  Counsel  to  both of these shareholder
entities.

     HJS Financial Services, Inc. ("HJS") was incorporated in Nevada in April of
1991.  It  is  wholly-owned  and  managed  by  its  President Kirt W. James. The
Custodian  of  this  Registrant,  William  Stocker,  is  Counsel  to HJS. HJS is
substantially  inactive.  Its  activities  consist in winding up its affairs and
managing its remaining assets, and providing occasional management services of a
limited nature. This disclosure is deemed material for the reason that Mr. James
is  also  an  affiliate  of  Intrepid  International,  S.A.  His  biographical
information  is  found  below  in  this  Item.

     Intrepid  International,  S. A. ("Intrepid Panama") was incorporated in the
Republic  of  Panama  in  1984  to  offer financial services to natural resource
companies,  primarily  those engaged in the production of oil and gas. Following
the  world  wide collapse of oil prices in the mid-eighties, the Intrepid Panama
broadened the focus of its universe of support services to include a wider range
of  companies,  with  an  emphasis  on  public  companies and private companies,
companies  engaged  in  the transition from privately held to publicly held, and
development  stage  companies, whether public or private, requiring professional
business  and corporate guidance. In August of 1997 the Intrepid Panama sought a
United  States  Representative  and  entered into a relationship with a group of
corporate  and  business  specialists  who,  after contracting with the Intrepid
Panama,  incorporated as Intrepid International, Ltd. ("Intrepid US") to provide
the  required  representation and agency for the Panama company in North America
and  Europe. Intrepid US is incorporated in the State of Nevada. Intrepid is not
an  investment  banker,  nor  a  broker  or  dealer in securities. Intrepid is a
provider  of  technical  support services to client companies, generally, and an
occasional  investor  for  its  own  account.

     This disclosure is deemed material for the reasons that the former Officers
of this Registrant are affiliates of Intrepid Panama, that the Custodian of this
Registrant  is  also  Counsel  to  Intrepid  Panama and Intrepid US, and for the
further  reason  that  the  Intrepid  entities  are related to the Registrant as
consultants  and  service  providers. Services are provided on a time-fee basis,
with  particular rates for appropriate levels of personnel. All parties to these
agreements and related transactions believe that they were and are on terms that
are  no  more  detrimental  to  the  Registrant, nor more favorable to the other
parties,  than  those  that  would  have been agreed upon by third parties on an
arm's  length  basis.  The  services  consist of normal and necessary management
consultation  and  support  services.

     Laurencio Ja n O., an original incorporator who has served as President and
Director of Intrepid Panama since its inception in 1984, resides in Panama City,
Republic  of  Panama.  He  is, and has been for the past twenty five years, Vice
President  of  Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through  one  of  its  subsidiaries,  Robmar  International,  is involved in the
manufacture  and  distribution  of chemical products in Argentina and Brazil and
which,  through  its  former  subsidiary  Indiasa Aviation Corporation, was, for
eight  years  ending  in  1981,  engaged  in  aviation  consulting, the leasing,
purchase  and  sale of aircraft, and the operation of a cargo airline, primarily
in  Latin  America.  Mr.  Ja  n  was  a founder of PAISA, Panama's international
airline,  served  as  president of the Colon Free Zone (the world s largest free
trade  zone), and as Director of Panama's Social Security Administration. He has
also  served  as  the  President of the Panamanian Chamber of Commerce, and as a
member  of  the  Board  of  Presidential  Advisors  of  the  Republic of Panama.

     Teodoro  F. Franco L., Secretary and a Director of the Panama company, has,
for  thirty years, been a specialist in maritime and aviation law. Mr. Franco is

                                       18
<PAGE>

a  partner in Franco and Franco, one of the most prestigious law firms in Panama
with  offices around the world. In addition to his law practice he has served as
Panamanian  Consul  to  Liverpool,  England  and  for  the  past  five  years as
Ambassador  to Great Britain. The firm of Franco and Franco is regarded with the
highest  degree  of  integrity and professionalism in the business and political
community  in  Panama with its partners and several of its associates holding or
having  held public office. Teodoro Franco s brother and partner, Dr. Juaquin F.
Franco,  Jr.,  has  held  many  public  offices over the past four decades, most
recently  as  the  Governor of Colon Province, the state containing the Atlantic
entrance  to  the Panama Canal and the Colon Free Zone. His nephew and associate
in  the firm, Juaquin F. Franco, III, has served as the Minister of Commerce and
is  currently  a  member  of  the  House  of Representatives and a candidate for
President  of the Republic. The firm practices maritime, aviation and commercial
law  and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM  (the  Dutch  national  airline),  VIASA  (the Venezuelan national airline),
Aeroflot  (the  Russian  national  airline)  and  various smaller Latin American
national  airlines as well as being the registered agents for thousands of ocean
going  ships  around  the world flying the Panamanian flag. Mr. Franco brings to
the  Intrepid  Panama a wealth of international legal, commercial and diplomatic
experience.

     Leopoldo  Kennion  G.,  Treasurer and a Director of the Panama company, is,
and  has  for  twenty  years, been a Certified Public Accountant specializing in
international  accounting  and  is  an  associate  in the law firm of Franco and
Franco.  Mr.  Kennion  practices  maritime,  aviation  and commercial accounting
serving  the specialized needs of the transnational clients of Franco and Franco
by  providing  an  interface  between  them  and  their  auditors.

     Neither  Mr.  Teodoro  F.  Franco  L. nor Mr. Leopoldo Kennion G. have been
involved  in  the  management  or specific affairs of this Corporation, NetJ.com
Corp.

     J.  Dan  Sifford,  Jr., is the United States Managing Director for Intrepid
International,  S.A.  (Panama).  He  is  fluent  in  the  Spanish  Language. His
biography  has  been  provided  in  Item  5 above. The officers and directors of
Intrepid  International, Ltd. (Nevada) ("Intrepid US") are two individuals; Kirt
W.  James, and J. Dan Sifford, Jr. Mr. Sifford's biography is found in Item 5 of
this  part  and also follows: He is, Secretary-Treasurer of Intrepid US, grew up
in  Coral  Gables,  Florida,  where he attended Coral Gables High School and the
University of Miami. After leaving the University of Miami, Mr. Sifford formed a
wholesale  consumer  goods  distribution  company  which operated throughout the
southeastern United States and all of Latin America. In 1965, as an extension of
the  operations  of  that  original  company,  he  founded  Indiasa  Corporation
(Indiasa),  a  Panamanian  company  which  was  involved in supply and financing
arrangements  with  many of the Latin American Governments, in particular, their
air  forces  and  their  national  airlines.  As customer requirements dictated,
separate  subsidiaries  were  established  to  handle specific activities, among
them:  Indiasa  Securities  Corporation, to structure the financing necessary to
facilitate  the  transactions;  Indiasa Aviation Corporation, to serve as an all
cargo  airline  operating  large  cargo  aircraft  throughout Latin America; and
Overseas  Aviation  Corporation, to buy, sell, lease and broker aircraft, and to
provide services to Indiasa Aviation Corporation and to other airlines. Indiasa,
which  is  the  parent  company  of  all  the Panamanian companies formed by Mr.
Sifford, operates, through its partially owned subsidiary, Robmar International,
S.  A.,  plants  in  Argentina  and  Brazil which produce high temperature, high
pressure  lubricants and sealants. For twelve years ending in 1982, it operated,
through  its  partially  owned  subsidiaries  Indiasa  Aviation  Corporation and
Overseas Aviation Corporation, an all cargo airline based at Miami International
Airport  and  serving points throughout Central and South America and Africa. In
addition  to  his general aviation experience, Mr. Sifford, an Airline Transport
rated  pilot,  has  twenty  two years experience in the airline business, and is
currently  the  President  of  Airline  of  the  Virgin Islands, Ltd. a commuter
passenger  airline  operating  in  the  Caribbean.

     Kirt  W.  James, the President of Intrepid US, has a lifelong background in
marketing  and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc. and from 1987

                                       19
<PAGE>

to 1990 Mr. James built retail markets for American International Medical Supply
Co.,  a  publicly  traded company. In 1990 he formed and became President of HJS
Financial  Services,  Inc.,  and  was  responsible  for  the day to day business
operations  of  the  firm  as well as consultation with Clients concerning their
business  and Product Development. During the past five years Mr. James has been
involved  in  the valuation, sale and acquisition of numerous private businesses
and planning for the entry of private corporations into the public market place.


   ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.


 (A)  FINANCIAL  STATEMENTS.

  F-99     Audited  Financial  Statements
           for  the  years  ended  December  31,
           1999,  1998,  1997

  F-2      Un-Audited  Financial  Statements
           for the three months and six months ended
           June  30,  2000


 (B)  FORM  8-K  REPORTS.  None.

 (C)  EXHIBITS.  None  other.
                                   SIGNATURES

     In  accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused  this  report  to  signed  on  its  behalf  by the undersigned, thereunto
authorized.

Dated:  August  15,  2000
                                  NETJ.COM CORP

                           (formerly NETBANX.COM CORP)
                 (formerly PROFESSIONAL RECOVERY SYSTEMS, LTD.)

                                       by


/s/Wendy Paige              /s/James Melillo
   Wendy Paige      .          James Melillo     .
president/director             Director

                                       20
<PAGE>

--------------------------------------------------------------------------------
                                  EXHIBIT F-99

                          AUDITED FINANCIAL STATEMENTS
                               FOR THE YEARS ENDED
                             DECEMBER 31, 1999, 1998
--------------------------------------------------------------------------------

                                       21
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

To  the  Board  of  Directors  and  Stockholders  of
NetJ.Com  Corp

We  have  audited  the  accompanying  balance  sheets of NetJ.Com Corp (formerly
Professional  Recovery  Systems,  Ltd.)  (a  Development  Stage  Company)  as of
December  31,  1999  and  1998  and  the  related  statements  of  operations,
stockholders'  equity and cash flows for the years ended December 31, 1999, 1998
and 1997 and from inception on August 24, 1995 through December 31, 1999.  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 audits 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  NetJ.Com  Corp (formerly
Professional  Recovery  Systems,  Ltd.)  (a  Development  Stage  Company)  as of
December  31, 1999 and 1998 and the results of its operations and cash flows for
the  years  ended  December 31, 1999, 1998 and 1997 and from inception on August
24,  1995  through  December  31,  1999  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 has minimal assets and no operations and is
dependent  upon  financing  to  continue  operations.  These  factors  raise
substantial  doubt  about  its  ability  to  continue  as  a  going  concern.
Management's  plans in regard to these matters are also described in the Note 2.
The  financial  statements do not include any adjustments that might result from
the  outcome  of  this  uncertainty.


__________/s/___________
Crouch, Bierwolf & Chisholm
Salt  Lake  City,  Utah
February  17,  2000

                                       22
<PAGE>

                                 NetJ.com Corp.
                          (a development Stage Company)
                                 Balance Sheets
<TABLE>
<CAPTION>
<S>                                         <C>             <C>
                                                       December 31,
                                                     1999        1998
----------------------------------------------------------------------
ASSETS
Current Assets
Cash                                        $         329   $   5,329
Total Current Assets                                  329       5,329
Other Assets
Organization costs (Net of Amortization)                0         400
Total Other Assets                                      0         400
Total Assets                                $         329   $   5,729
LIAILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable                                   59,413           0
Total Current Liabilites                           59,413           0
Stockholders' Equity
Common Stock, authorized 100,000,000
shares of $.001 par value, issued and
outstanding 11,908,000 and 11,080,000
shares respectively                                11,908      11,080
Additional Paid in Capital                        132,852     117,120
Less: Subscriptions receivable                       (660)          0
Deficit Accumulated During the
Development  Stage                               (203,184)   (122,471)
Total Stockholders' Equity                        (59,084)      5,729
Total Liabilites and Stockholders' Equity   $         329   $   5,729
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       23
<PAGE>
                                 NetJ.com Corp.
                          (a development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
<S>                                   <C>           <C>                    <C>          <C>
                                                                                        August 24,
                                                                                         1995 (inception
                                                                                        of the
                                                                                        development
                                                    For the Years Ended                 stage) to
                                                    December 31,                        December 31,
                                             1999                   1998         1997               1999
---------------------------------------------------------------------------------------------------------
Revenues:                             $         0   $                  0   $        0   $              0
Expenses:
General & Administrative                  (80,713)               (29,777)     (92,374)          (203,184)
Total Expenses                            (80,713)               (29,777)     (92,374)          (203,184)
Net (loss)                                (80,713)               (29,777)     (92,374)          (203,184)
Net Loss per share                         ($0.01)  $               0.00       ($0.01)            ($0.02)
Weighted average shares outstanding    11,701,000             11,080,000    7,905,000          8,537,200
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       24
<PAGE>
                                 NetJ.com Corp.
                          (a development Stage Company)
                       Statements of Stockholders' Equity
<TABLE>
<CAPTION>
<S>                                           <C>            <C>      <C>             <C>
                                                                      Additional      Deficit
                                                                      Paid-In         Accumulated
                                                                      Capital         During the
                                              Common Stock             (Discount on   Development
                                              Shares         Amount   Stock)          Stage
---------------------------------------------------------------------------------------------------
Balance at beginning of Development
stage-August 24, 1995                         $           0  $     0  $           0   $          0
Shares issued for organizational costs            6,000,000    6,000         (4,800)             0
Net Loss December 31, 1995                                0        0              0            (80)
Balance, December 31, 1995                        6,000,000    6,000         (4,800)           (80)
Net Loss December 31, 1996                                0        0              0           (240)
Balance, December 31, 1996                        6,000,000    6,000         (4,800)          (320)
July 15, 1997-issued at $.025 per share           5,080,000    5,080        121,920              0
Net Loss December 31, 1997                                0        0              0        (92,374)
Balance, December 31, 1997                       11,080,000   11,080        117,120        (92,694)
Net Loss December 31, 1998                                0        0              0        (29,777)
Balance, December 31, 1998                       11,080,000   11,080        117,120       (122,471)
Shares issued for cash at $.02 per share             33,000       33            627              0
Shares issued for services at $.02 per share        795,000      795         15,105              0
Net Loss December 31, 1999                                0        0              0        -80,713
Balance, December 31, 1999                       11,908,000  $11,908  $     132,852      ($203,184)
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       25
<PAGE>
                                 NetJ.com Corp.
                          (a development Stage Company)
                             Statement of Cash Flows
<TABLE>
<CAPTION>
<S>                                 <C>         <C>                    <C>         <C>
                                                                                   August 24,
                                                                                    1995 (inception
                                                                                   of the
                                                                                   development
                                                For the Years Ended                stage) to
                                                December 31,                       December 31,
                                         1999                   1998        1997               1999
----------------------------------------------------------------------------------------------------
Cash Flows from Operating
Activities:
Net Loss                             ($80,713)              ($29,777)   ($92,374)         ($203,184)
Adjustments to reconcile
net loss to net cash
provided by operations
Shares issued for services             15,900                      0           0             15,900
Amortization                              400                    240         240              1,200
Increase in payables                   59,413                      0           0             59,413
Net Cash Flows used in
Operating Activities                   (5,000)               (29,537)    (92,134)          (129,971)
Cash Flows from investment
Activities:                                 0                      0           0                  0
Cash Flows from Financing
Activities
Issuance of stock                           0                      0     127,000            127,000
Net Increase(decrease) in cash         (5,000)               (29,537)     34,866                329
Cash, beginning of year                 5,329                 34,866           0                  0
Cash, end of year                   $     329   $              5,329   $  34,866   $            329
Supplemental Cash Flow Information
Cash paid for:
Interest                            $       0   $                  0   $       0   $              0
Taxes                               $       0   $                  0   $       0   $              0
Non Cash Financing Transaction:
Stock issued for services           $  15,900   $                  0   $       0   $         15,900
</TABLE>
    The accompanying notes are an integral part of these financial statements
                                       26
<PAGE>

NETJ.COM  CORP
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                           December 31, 1999 and 1998

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

     NetJ.Com  Corp  ("the  Company")(formerly  Professional  Recovery  Systems,
Ltd.),  was originally incorporated in Texas on August 24, 1995.  On January 23,
1998, the Company reincorporated in the State of  Nevada.  On July 16, 1999, the
Company  changed  it's  name to Netbanx.com Corp and on November 2, 1999 changed
it's  name to NetJ.com Corp.  The Company is currently inactive and is searching
for  a  viable  business  combination  or  operations.

     b.  Accounting  Method

     The  Company  recognizes  income  and  expenses  on  the  accrual  basis of
accounting.

     c.  Earnings  (Loss)  Per  Share

     The  computation  of  earnings (loss) per share of common stock is based on
the  weighted  average number of shares outstanding at the date of the financial
statements.

     d.  Cash  and  Cash  Equivalents

     The  Company  considers  all  highly  liquid investments with maturities of
three  months  or  less  to  be  cash  equivalents.

     e.  Provision  for  Income  Taxes

     No  provision  for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $203,184 that will be offset against future
taxable income.  Since the Company is in the development stage, no provision for
income  taxes  has  been  made.

     Deferred tax assets and the valuation account is as follows at December 31,
1999  and  1998.
                                                           December  31,
                                                     1999                  1998
                                                     ----                   ----
     Deferred  tax  asset:
        NOL  carrryforward                    $     69,080         $     41,640
     Valuation  allowance                          (69,080)             (41,640)
     Total                                             -0-                   -0-

     f.   Organization  Costs

   In  1995,  Organization  costs  were  paid  by shareholders and exchanged for
6,000,000 shares of common stock having a par value of $1,200.  These costs were
being amortized over a period of 60 months, but have been expensed completely in
1999,  due  to  a  change  is  accounting  policy.

                                       27
<PAGE>

     The  accompanying  notes are an integral part of these financial statements

                                 NETJ.COM  CORP
                      (a  Development  Stage  Company)
                   Notes  to  the  Financial  Statements
                        December  31,  1999  and  1998

NOTE  2  -  Going  Concern

     The  accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company is dependent upon raising
capital  to  continue  operations.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome of this uncertainty.  It is
management's plan to raise additional funds to begin its intended operations, or
find  an  operating  company  to  merge  with.

NOTE  3  -  Development  Stage  Company

     The  Company  is  a  development  stage  company  as  defined  in Financial
Accounting  Standards  Board Statement No. 7.  It is concentrating substantially
all  of its efforts in raising capital and developing its business operations in
order  to  generate  significant  revenues.

NOTE  4  -  Related  Party  Transactions

During  1999, 1998 and 1997, $5,000, $10,000 and $22,000, respectively, was paid
in  consulting fees to Intrepid International, who are shareholders and officers
of  the  Company.

During  1999,  the  Company  issued  795,000  shares of common stock to Intrepid
International, for services rendered.

NOTE  5  -  Stockholders'  Equity

In  August  1995,  the Company issued 6,000,000 shares of stock for organization
costs  valued  at  $1,200.

In  July 1997, the Company issued 5,080,000 shares to private investors for cash
of  $127,000.

During  1999,  the  Company  also  issued  33,000  shares  of common stock for a
subscription  receivable  of  $660.

During  1999,  the  Company issued 795,000 shares of common stock for a services
valued  at  $15,900.

NOTE  6  -  Stock  Split

During  1999,  the  board  of  directors  authorized a five for one stock split.
These  financial  statements  have  retroactively restated to reflect the split.

NOTE  7  -  General  and  Administrative  Expenses

General  and  administrative  expenses  are  as  follows:

                                              December 31,
                                        1999      1998     1997
              ------------------------------------------------
              Amortization             400       280       280
              Professional Fees     80,313    28,435    79,801
              Travel                     0         0    12,333
              Miscellaneous              0     1,102         0
              ================================================
                                    80,713    27,777    92,374

                                       28
<PAGE>

--------------------------------------------------------------------------------
                                   EXHIBIT F-2

                         UN-AUDITED FINANCIAL STATEMENTS
             FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
--------------------------------------------------------------------------------

                                       29
<PAGE>

                                 NETJ.COM CORP.
                                 BALANCE SHEETS
                   for the fiscal year ended December 31, 1999
                       and the period ended June 30, 2000

<TABLE>
<CAPTION>
<S>                                                     <C>         <C>
                                                          June 30,
                                                             2000     December 31,
                                                         (Unaudited).     1999
----------------------------------------------------------------------------------

CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $   5,484   $         329

Total Current Assets . . . . . . . . . . . . . . . . .      5,484             329
----------------------------------------------------------------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . .  $   5,484   $         329
----------------------------------------------------------------------------------
LIABILITIES

Accounts payable . . . . . . . . . . . . . . . . . . .  $ 493,994   $      59,413

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . .    493,994          59,413
----------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; authorized 100,000,000
   shares; issued and outstanding, 11,908,000 shares,
   and 12,008,000 shares respectively. . . . . . . . .     12,008          11,908

Additional paid-in Capital . . . . . . . . . . . . . .    332,988         132,852

Less: Subscription receivable. . . . . . . . . . . . .       (660)           (660)

Accumulated Surplus (Deficit). . . . . . . . . . . . .   (832,846)       (203,184)

Total Stockholders' Equity . . . . . . . . . . . . . .   (488,510)        (59,084)
----------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . .  $   5,484   $         329
==================================================================================
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       30
<PAGE>

                                 NETJ.COM CORP.
             STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
                   for the fiscal year ended December 31, 1999
                and for the periods ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
<S>                          <C>             <C>           <C>             <C>             <C>
                                                                                                       From
                                                                                                    Inception on
                                    From April      From April    From January    From January    August 24,1995
                                   1, 2000 to.    1, 1999 to      1, 2000 to      1, 1999 to        through
                                     June 30,.     June 30,        June 30,        June 30,         June 30,
                                      2000          1999            2000            1999              2000
-----------------------------------------------------------------------------------------------------------
Revenues. . . . . . . . . .  $           0   $         0   $           0   $           0   $             0

Expenses

General and Administrative.       (258,058)       (2,135)       (629,662)         (4,885)         (832,846)

Net Loss from Operations. .       (258,058)       (2,135)       (629,662)         (4,885)         (832,846)
-----------------------------------------------------------------------------------------------------------
Net Income (Loss) . . . . .      ($258,058)      ($2,135)      ($629,662)        ($4,885)        ($832,846)
-----------------------------------------------------------------------------------------------------------
Loss per Share. . . . . . .      ($0.02167)    ($0.00018)      ($0.05288)      ($0.00042)        ($0.08010)
-----------------------------------------------------------------------------------------------------------
Weighted Average
    Shares Outstanding. . .     11,908,000    11,616,200      11,908,000      11,616,200        10,397,042
-----------------------------------------------------------------------------------------------------------
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       31
<PAGE>

                                 NETJ.COM CORP.
            STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
   for the period from inception of the Development Stage on August 24, 1995,
            for the fiscal years ended December 31, 1995 through 1999
                       and the period ended June 30, 2000

<TABLE>
<CAPTION>
<S>                                <C>         <C>          <C>            <C>        <C>
                                   Additional  Accumulated  Total Stock-
                                   Common      Par          Paid-In        Equity     holders' Equity
                                   Stock       Value        Capital        (Deficit)         (Deficit)
------------------------------------------------------------------------------------------------------
Inception (August 24, 1995) . . .         -0-          -0-           -0-        -0-               -0-

Inception through December
31, 1995: Stock issued for
cash and services . . . . . . . .   6,000,000        6,000        (4,800)         0             1,200

Net gain (loss) for year 1995 . .           0            0             0        (80)                0

Balances December 31, 1995. . . .   6,000,000        6,000        (4,800)       (80)            5,920
------------------------------------------------------------------------------------------------------
Net gain (loss) for year 1996 . .           0            0             0       (240)                0

Balances December 31, 1996. . . .   6,000,000        6,000        (4,800)      (320)            5,680
------------------------------------------------------------------------------------------------------
Common Stock issued for cash
     at $0.125 per share. . . . .   5,080,000        5,080       121,920          0                 0

Net gain (loss) for period
     ended December 31, 1997. . .           0            0             0    (92,374)                0

Balances December 31, 1997. . . .  11,080,000       11,080       117,120    (92,694)           35,506
------------------------------------------------------------------------------------------------------
Net gain (loss) for period
     ended December 31, 1998. . .           0            0             0    (29,777)                0

Balances December 31, 1998. . . .  11,080,000       11,080       117,120   (122,471)            5,729
------------------------------------------------------------------------------------------------------
Common Stock issued for cash
     at $0.10 per share . . . . .      33,000           33           627          0                 0

Common Stock issued for services.     795,000          795        15,105          0                 0

Net gain (loss) for the year
     ended December 31, 1999. . .           0            0             0    (80,713)                0

Balances December 31, 1999. . . .  11,908,000       11,908       132,852   (203,184)          (58,424)
------------------------------------------------------------------------------------------------------
Common Stock issued for cash
     at $2.00 per share . . . . .     100,000          100       200,136          0                 0

Net gain (loss) for the period
     ended June 30, 2000. . . . .           0            0             0   (629,662)                0
------------------------------------------------------------------------------------------------------
Balances June 30, 2000. . . . . .  12,008,000       12,008       332,988   (832,846)         (487,850)
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       32
<PAGE>

                                 NETJ.COM CORP.
                       STATEMENT OF CASH FLOWS (UNAUDITED)
                  for the periods ended June 30, 2000 and 1999


                                            From inception on
                                              March 25,1998
                                                 through
                                                 June 30,
                                              2000           1999           2000
--------------------------------------------------------------------------------

Operating  Activities

Net Income (Loss)                         ($258,058)     ($2,135)     ($832,846)

Shares issued for services                        0            0         15,900
Items not effecting cash (organization costs)     0        5,862          6,930
Cash increase from creation
 of account payable                         258,058        3,782        622,345
Cash decrease from reduction of
account payable                            (195,120)           0      (195,120)

Net Cash from Operations                   (195,120)       7,509      (382,791)

Cash Increase (Decrease)                   (195,120)       7,509      (382,791)

Cash infused from sale/issuance
of common stock                             200,275        3,000       434,275
================================================================================
                                                  0       (6,000)      (46,000)

Net increase (decrease) in cash               5,155        4,509         5,484
--------------------------------------------------------------------------------
Beginning Cash                                  329       11,747            -0-
--------------------------------------------------------------------------------
Cash as of Statement Date                    $5,484      $16,256        $5,484
================================================================================


   The accompanying notes are an integral part of these financial statements.

                                       33
<PAGE>
                                  NETJ.COM CORP
                          (a Development Stage Company)
                        Notes to The Financial Statements
         December 31, 1999 and the periods ended June 30, 1999 and 2000

NOTES  TO  FINANCIAL  STATEMENTS

NetJ.Com  Corp  ("the  Company") (formerly Professional Recovery Systems, Ltd.),
has  elected to omit substantially all footnotes to the financial statements for
the  six  months  ended June 30, 2000, since there have been no material changes
(other than indicated in other footnotes) to the information previously reported
by  the  Company in their Annual Report filed on Form 10-KSB for the Fiscal year
ended  December  31,  1999.

UNAUDITED  INFORMATION

The  information  furnished  herein  was taken from the books and records of the
Company without audit.  However, such information reflects all adjustments which
are,  in the opinion of management, necessary to properly reflect the results of
the  period  presented.  The information presented is not necessarily indicative
of  the  results  from  operations  expected  for  the  full  fiscal  year.

                                       34
<PAGE>