United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

               [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number: 0-27361

                      For the Year ended December 31, 2001

                           (formerly NETBANX.COM CORP)

Nevada                                                                91-1007473
(Jurisdiction  of  Incorporation)                 (I.R.S.Identification  Number)

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

Registrant's  telephone  number,  including  area  code:         (949)  487-7295

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

Securities  registered  pursuant  to Section 12(g) of the Act:     Common Equity
Voting  Stock

As  of  December  31,  2001,  Common  shares  issued and outstanding  12,108,000

As  of  12/31/01,  12,108,000  shares  of  shares  of  Common Stock were held by
non-affiliates,  with a market value calculated at $511,300.00, based on closing
low  bid  of  $0.10  per  share.

Yes[]   No[X]  (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.)

Transitional  Small  Business  Disclosure  Format  (check one): yes [ ]   no [X]


                                               Exhibit Index is found on page 11

                                        1
<PAGE>

                                  INTRODUCTION

     This  Reporting  Company has elected to refer to itself, whenever possible,
by  normal  English  pronouns,  such  as "We", "Us" and "Our". This Amendment is
filed  to  correct  typographic  errors  and  ommissions  from our filing of the
previous  day.

     This  Form  10-KSB  contains  forward-looking  statements.  Such statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events,  results  or  performances,  and  underlying  assumptions  that  are not
statements  of  historical  fact.  This  document  and any other written or oral
statements  made  by  us or on our behalf may include forward-looking statements
which  reflect  our  current views, with respect to future events or results and
future financial performance. Certain words indicate forward-looking statements,
words  like  "believe",  "expect",  "anticipate",  "intends",  "estimates",
"forecast",  "projects",  and  similar  expressions.

                                     PART I


                        ITEM 1.  DESCRIPTION OF BUSINESS.

 (A) HISTORICAL INFORMATION. Our previous older Historical information, had been
reported  in our previous Annual Report on Form 10-KSB. In July 1999 we approved
and 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 section 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, 2001, the Registrant sold 100,000 shares, pursuant to
Section  4(2)/Rule  506,  to  a  single  accredited  investor.  The  investor's
accreditation  was  determined  by  virtue  of  income,  net  worth and previous
investing  experience.

------------------------------------------------------------------------------
                                                     post             pre-
                                                    forward         forward
Issuances/Exemptions                                 split            split
------------------------------------------------------------------------------
Founders shares, at par value, for organizational
 costs, to a single Founder, J. Dan Sifford Jr
[Section 4(2) of the 1933 Securities Act]. . .        6,000,000      1,200,000
------------------------------------------------------------------------------
11 sophisticated investors at $0.125
(Rule 504) 7/7/97. . . . . . . . . . .                5,080,000      1,016,000
------------------------------------------------------------------------------
1 sophisticated investor at $0.10
(Rule 504) 6/9/98. . . . . . . . . . . . . . .           33,000          6,600
------------------------------------------------------------------------------
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
 (Before the forward Split of July 14, 1999). .      11,908,000      2,381,600
------------------------------------------------------------------------------
For Services (4/25/00) Section 4 (2) Rule 506           100,000
------------------------------------------------------------------------------
For Services (11/12/01) Registered on Form S8. .        100,000
------------------------------------------------------------------------------
Total Issued and Outstanding December 31, 2001 .     12,108,000
------------------------------------------------------------------------------

     There  are  no  lock-up  or shareholder pooling agreements between or among
shareholders  of  this  Registrant.  All  shares  are  owned  and  controlled
independently  by  the  persons  to  whom  they  are issued. We have no Internet
address.

                                        2
<PAGE>

     2000  STOCK  PLAN.  On September 14, 2000, we established an Employee Stock
Option Plan. The Plan covers both current and prospective employees, consultants
and  directors.  The  maximum  number of shares available for issuance under the
Plan  is  9,500,000.  As of December 31, 2000, there are 2,250,000 granted at an
exercise  price  of $1.15 per share. The plan expires on September 13, 2005. The
shares  underlying  the  options  granted  in  the  2000  Stock  Plan  have been
registered  pursuant  to  the  filing  of  a Registration Statement on Form S-8.
Pursuant  to  the  2000  Stock  Plan,  options  were granted to Directors of the
Company,  Wendy  Paige,  Simon  Blackman,  and  James  Melillo. None of the
2,250,000 granted options have been exercised as of fiscal year end December
31, 2001.

 (B)  HISTORY  OF  FAILED  ACQUISITIONS.  Persons  familiar  with our historical
reporting  will  recall  that  in the past three years we have attempted several
acquisitions,  but  none  were  successfully  pursued  to  consummation.

 (C)  OUR  BUSINESS.  We  have  no  current  business.  We  have  no  day-to-day
operations.  Our  officers  and  directors  devote  only  insubstantial time and
attention  to  our  affairs  at  the present time, for the reason that only such
attention  is  presently  required.  We  are substantially dormant and inactive.

     Our  strategic  intention  is  to  seek  one  or  more  profitable business
combinations  or  acquisitions to secure profitability for shareholders. We have
no  expectation at this time when and if such a combination might take place. We
are  not  presently  engaged in any search. We have not established any criteria
for  any  such  combination  at  the  present  time.

     We  have  no  present  or  foreseeable  financing  plans.

     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.  There  is  no compelling reason why we
should  be  preferred  over  other  reverse-acquisition  public  corporation
candidates.  We  have  no  significant  pool of cash we can offer and no capital
formation  incentive  for  our  selection.  We  have  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  judgment  of management, and totally lacking in unique features which would
make  us  attractive  or  competitive.

     We  have  no  planned  acquisitions.

     We  have  no  employees,  other  than  our  officers  and  directors.


                        ITEM 2.  DESCRIPTION OF PROPERTY.

     We  have  no  property.


                           ITEM 3.  LEGAL PROCEEDINGS.

     There  are  no  legal  proceedings  pending, threatened or suspected, by or
against  our  Corporation,  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

                                        3
<PAGE>

                                     PART II


           ITEM 5.  MARKET FOR COMMON EQUITY AND STOCKHOLDER MATTERS.

 (A)  MARKET  INFORMATION.

The  Company,  has  one class of securities, Common Voting Equity Shares (Common
Stock).  The  Company's Securities may be quoted in the over-the-counter market,
but there is a young, sporadic and potentially volatile trading market for them.
Quotations for, and transactions in the Securities, and transactions are capable
of  rapid  fluctuations,  resulting  from  the influence of supply and demand on
relatively thin volume. There may be buyers at a time when there are no sellers,
and sellers when there are no buyers, resulting in significant variations of bid
and  ask  quotations  by  market-making dealers, attempting to adjust changes in
demand  and  supply.

Our  Common  Stock is quoted Over-the-Counter on the Bulletin Board (OTCBB). The
Company's  trading  symbol  is  NETJ.  Based  upon  standard  reporting  sources
(Bloomberg)  the  following  information  is  provided:

quarter      high bid   low bid      volume
--------------------------------------------
1st  2001      1.01      0.22     1,035,340
2nd  2001      1.78      0.15     3,840,000
3rd  2001      1.43      0.52         1,376
4th  2001      1.18      0.10       897,000
1st  2002     0.115     0.075       579,640

     The  foregoing  price information is based upon inter-dealer prices without
retail  mark-up,  mark-down  or  commissions  and  may  not  reflect  actual
transactions.

 (B)  HOLDERS.  Management  calculates that the approximate number of holders of
the  Company's  Common  Stock,  as  of  December  31,  2001,  was  51.

 (C) DIVIDENDS.  We have not paid any cash dividends on our Common Stock, and do
not  anticipate  paying  cash dividends on its Common Stock in the next year. We
anticipate  that any income generated in the foreseeable future will be retained
for  the  development  and  expansion of our business. Future dividend policy is
subject  to  the  discretion  of  the  Board of Directors and will depend upon a
number  of  factors,  including  future  earnings,  debt  service,  capital
requirements,  business  conditions,  the financial condition of the Company and
other  factors  that  the  Board  of  Directors  may  deem  relevant.

 (D)  SALES  OF  UNREGISTERED  COMMON  STOCK  2001.  None.

 (E)  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.

                                        4
<PAGE>

     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
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.

     Management's  discussion and analysis is intended to be read in conjunction
with  our  audited  financial  statements  and  the  notes attached to them. The
following  statements  may  be  forward looking in nature and actual results may
differ  from  forward  looking  statements.

 (A) PLAN OF OPERATION: NEXT TWELVE MONTHS. We have no current business. We have
no  day-to-day  operations. Our officers and directors devote only insubstantial
time  and attention to our affairs at the present time, for the reason that only
such attention is presently required. We are substantially dormant and inactive.
Our  strategic intention is to seek one or more profitable business combinations
or acquisitions to secure profitability for shareholders. We have no expectation
at  this  time  when  and  if  such  a  combination might take place. We are not
presently  engaged  in  any search. We have not established any criteria for any
such  combination at the present time. We have no reason to expect any change in
or  non-operating  status,  during  the  next  twelve  months.

     We  have  no  substantial cash requirements for the next twelve months, for
the  reason  that  we  anticipate  no activity during that period. In any event,
there  can  be  no  assurance that we will ever be successful in raising capital
through  private  placements or otherwise. Even if we were successful in raising

                                        5
<PAGE>

capital  through  any source. There can be no assurances that any such financing
would  be  available  in  a  timely  manner or on terms acceptable to us and our
current  shareholders. Additional equity financing could be dilutive to our then
existing  shareholders,  and  any  debt  financing  could  involve  restrictive
covenants  with respect to future capital raising activities and other financial
and  operational  matters.

     Our independent auditor has indicated the following material information in
notes  to  our  financial statements: 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 capital in order to define
their  business  operations,  thus  creating  necessary  operating revenues. The
Company  is  a  development  stage  company  as  defined in Financial Accounting
Standards  Board  Statement  7.  It  is  concentrating  substantially all of its
efforts  in  raising  capital and developing its business operations in order to
generate  operating revenues. While we are development stage company, we are not
presently engaged in any activity. We are not engaged in raising capital. We are
not  engaged  in  developing  any  business.  We  are  not engaged in generating
revenues.  We  are  presently  dormant.

     We  are  unable  to  predict  when  or  if we may participate in a business
opportunity.

 (B)  REVERSE  ACQUISITION  CANDIDATE.  We  are a Reverse Acquisition Candidate,
although  we  are  not  presently  searching  actively for a profitable business
opportunity.  The  acquisition  of  such  an  opportunity could and likely would
result  in some change of control of our corporation. This would likely take the
form  of  a  reverse  acquisition.  That  means  that  we  would  likely acquire
businesses  and  assets  for  stock in an amount that would effectively transfer
control  to  the  acquisition  target company or ownership group. It is called a
reverse-acquisition  because it would be an acquisition by us in form, but would
be  an  acquisition  of control of us in substance. Capital formation issues for
the  future  would  arise  only  when  targeted  business  or  assets  have been
identified.  Until  such  time,  we  have  no  basis  upon  which to propose any
substantial  infusion  of  capital  from  sources  outside  of  its  circle  of
affiliates. Such an acquisition may result in a substantial dilution of existing
shareholders. A company with no business plan is severely limited in its ability
to  raise  funding  for  any  purpose. Many exemptions from registration are not
available  to  a  company  with  no  business  plan.


     There  can  be  no assurance that we would be successful in raising capital
through  private  placements or otherwise. Even if we were successful in raising
capital,  there  can be no assurances that any such financing would be available
in  a  timely  manner or on terms acceptable to us and our current shareholders,
Additional equity financing could be dilutive to our then existing shareholders,
and  any  debt  financing  could  involve  restrictive covenants with respect to
future  capital  raising activities and other financial and operational matters.

                                        6
<PAGE>

     ITEM  7.  FINANCIAL  STATEMENTS.

 (A)  AUDIT  COMMITTEE.  The Audit Committee of this Corporation for this fiscal
year  consists  of the our Board of Directors. Management is responsible for our
internal  controls and the financial reporting process. Our independent auditors
are  responsible for performing an independent audit of our financial statements
in accordance with generally accepted accounting standards and to issue a report
thereon.  It  is  the  responsibility  of  our Board of Directors to monitor and
oversee  these  processes.  In  this  context  the  Committee  has  met and held
discussions  with  management  and  the  independent  accountants.  Management
recommended  to  the  Committee  that  our financial statements were prepared in
accordance  with generally accepted accounting principles, and the Committee has
reviewed  and  discussed  the  financial  statements  with  Management  and such
independent  accountants,  matters  required  to  be  discussed  by Statement on
Auditing Standards No. 61 (Communication with Audit Committees). Our independent
accountants  also  provided to the Committee the written disclosures required by
Independence  Board  Standard  No.  1  (Independence  Discussions  with  Audit
Committees),  and  the Committee discussed with the independent accountants that
firm's  independence.

     Based  upon  the Committee's discussions, and review, of the foregoing, the
Committee recommended that our audited financial statements in our Annual Report
on Form 10-KSB for the year ended 2001 be included and filed with the Securities
and  Exchange  Commission.

 (B) FINANCIAL STATEMENTS. Audited Financial Statements for years ended December
31,  2001,  2000, are provided as Exhibit FK-01, attached hereto, filed herewith
and  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



                                    PART III


    ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;

     The  following  persons were appointed at the close of 1999, to take office
in year 2000, and 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.

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
clients  on  commercial and technology issues in Europe and the Middle East. She
has  had  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.

                                        7
<PAGE>

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).

James  J.  Melillo,  age  51,  serves  as a director. He has been the CEO of The
Executive  Conversation, Inc. ("TEC"), a high technology training and consulting
firm  since  1996. He is the author of The Executive Conversation, TEC2, and the
Channel  MBA.  He  consults and presents to major technology firms approximately
100  days a year before all size audiences. TEC's current clients include Intel,
Cisco,  Seibel,  Oracle,  Nortel, Hewlett Packard and Lucent Worldwide. Prior to
TEC, he was president of RCL Northwest a regional investment bank and registered
broker  dealer  specializing  in  mid  cap stocks and debt instruments. Projects
include  assisting  with  the  merger  of  a third market UK company with a NASD
listed firm, raising debt and equity for multiple firms on the West Coast of the
United  States  as well as multiple IPO's. As CFO and a Board Member of National
Pizza  Company  he  did one of the first "roll ups" taking this franchise public
while negotiating a Reverse Ruling with IRS and creating a tax-free dividend for
the  founders. He brought the company public and was instrumental in building it
into the largest Pizza Hut franchises in the world. He worked for Marion Merrell
Dow ($1+billion) as Director for Strategic Planning and Technology Acquisitions.
He  structured  and  or  negotiated licenses or joint ventures with Dow Meridian
Diagnostics  (Ohio);  Mitsubishi  Biologicals  (Japan)  and  Analytic  Systems
(California).  He also worked with the Kansas City Royals (Missouri) and managed
a $400,000,000 portfolio for the founder of Marion Laboratories and the owner of
the  Kansas  City  Royals  Baseball Team. Prior to that he worked for the Boston
Consulting  Group. His major clients included Smith Kline, OMC/Evinrude, Corning
Fiber  Optics  and  Alpha-Philco.  Mr. Melillo has a BA in Philosophy from Sarah
Lawrence,  an  MA-Economics  from  the University of Pittsburgh, and an MBA from
Columbia  University.  He  has  lectured  on  Strategy, Boston Consulting Group,
Finance  and  other  topics  at Columbia University, Kansas University School of
Business,  Avila  and  Rockhurst  College.

                                        8
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION.


<TABLE>
<CAPTION>
<S>                  <C>          <C>        <C>         <C>         <C>       <C>      <C>      <C>
                                                                        Long Term Compensation
                                                                   |-----------------------------|
                                       Annual Compensation         |        Awards      | Payouts|
                              |------------------------------------------------------------------|
a . . . . . . . . .  b        |       c            d          e    |     f        g     |   h    |   i    |
----------------------------------------------------------------------------------------------------------|
Name. . . . . . . .                                                          Securities
And . . . . . . . .                                          Other    Restric-   Under-          All Other|
Principal . . . .                                         .  Annual     Ted     Lying             Compen- |
Position. . . . . .                                          Compen-   Stock   Options    LTIP     Sation |
                                    Salary       Bonus     Sation ($)  Awards  SARs (#)  Payouts     ($)  |
                         Year         ($)         ($)                   ($)               ($)             |
----------------------------------------------------------------------------------------------------------|
Wendy Paige
CEO in 2001
President/CEO . . . .   2001            0          0            0         0          0        0       0
                        2000            0          0            0         0  1,000,000        0       0
                        1999            0          0            0         0          0        0       0
----------------------------------------------------------------------------------------------------------|
Simon Blackman
Secretary / Treasurer/
 Director               2001            0          0            0         0          0        0       0
                        2000            0          0            0         0  1,000,000        0       0
                        1999            0          0            0         0          0        0       0
----------------------------------------------------------------------------------------------------------|
James Melillo
Director. . . . . . .   2001            0          0            0         0          0        0       0
                        2000            0          0            0         0    250,000        0       0
                        1999            0          0            0         0          0        0       0
----------------------------------------------------------------------------------------------------------|
</TABLE>

                                        9
<PAGE>


NOTES  TO  TABLE:

     There  is  no  present  program  of  executive compensation, and no plan or
compensation  is  expected  to  be  adopted  or authorized at any time before an
acquisition is effected. Present management is not expected to be the subject of
such compensation then. Such future plan of compensation as may be adopted after
acquisition  would  be  expected  to  encompass  new  management and not present
management.  Present  management  has  indicated  previously that it will not be
compensated  by any finders fees or other indirect compensation for its services
as  management  on behalf of shareholders. Management is beneficially interested
in  the  share  ownership  of  the  principal  shareholder and expects to profit
thereby,  and  only  thereby,  upon  effecting  a profitable acquisition for the
benefit  of  all  shareholders.

     2000  STOCK  PLAN.  On September 14, 2000, we established an Employee Stock
Option Plan. The Plan covers both current and prospective employees, consultants
and  directors.  The  maximum  number of shares available for issuance under the
Plan  is  9,500,000.  As of December 31, 2000, there are 2,250,000 granted at an
exercise  price  of $1.15 per share. The plan expires on September 13, 2005. The
shares  underlying  the  options  granted  in  the  2000  Stock  Plan  have been
registered  pursuant  to  the  filing  of  a Registration Statement on Form S-8.
Pursuant  to  the  2000  Stock  Plan,  options  were granted to Directors of the
Company,  Wendy  Paige,  Simon  Blackman,  and  James  Melillo. No options have
Been exercised as of December 31, 2001.


     ITEM  11.  SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 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, and 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.,  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  Executive  Compensation  for  stock  options.


 Name and Address of Beneficial Owner. . . . . . .    Share
 Common Stock. . . . . . . . . . . . . . . . . . .  Ownership     % of Total
----------------------------------------------------------------------------
Wendy Paige Acting President/Director
6358 Greengate Drive
Orlando, Florida 32822 . . . . . . . . . . . . . .        -0-        0.00
----------------------------------------------------------------------------
Simon Blackman Acting Secretary/Treasurer/Director
37 Jermyn Street
London W1 England. . . . . . . . . . . . . . . . .        -0-        0.00
----------------------------------------------------------------------------
James J. Melillo Director
1421 34th Avenue
Madrona Plaza
Seattle WA 98122 . . . . . . . . . . . . . . . . .        -0-        0.00
----------------------------------------------------------------------------
All Officers and Directors as a Group. . . . . . .        -0-        0.00
----------------------------------------------------------------------------



 (A)  CHANGES  IN  CONTROL.  There  are  no arrangements known us, including any
pledge  by any persons, of our securities, which may at a subsequent date result
in  a  change  of  control  of our corporation. We would search for a profitable
business  opportunity  in the future. Such an acquisition of such an opportunity

                                       10
<PAGE>

could  and  likely  would result in some change in control of our corporation at
such  time. This would likely take the form of a reverse acquisition. That means
that  this Registrant would likely acquire businesses and assets for stock in an
amount  that  would  effectively  transfer  control  of  this corporation to the
acquisition  target  company  or  ownership  group.  It  is  called  a
reverse-acquisition  because it would be an acquisition by us in form, but would
be  an  acquisition  of  us  in  substance.


            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
     None.


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

 (A)  FINANCIAL  STATEMENTS.  Please  see  Attachment  FK- 01: Audited Financial
Statements  for  the  years  ended  December  2001.

 (B)  FORM  8-K  REPORTS.  None

 (C)  EXHIBITS.  None  other.


     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
Registrant  and  in  the  individual  capacities  and  on  the  date  indicated.

                                       BY

Dated:  May  20,  2002

/s/Wendy Paige                                   /s/Simon Blackman
   Wendy  Paige                                     Simon  Blackman
   President  CEO/Director                          Secretary/Treasurer/Director

                          /s/James Melillo
                             James  Melillo
                             Director

                                       11
<PAGE>

                                  NETJ.COM CORP
                           (formerly NetBanx.com Corp)
                          (a Development Stage Company)
                              FINANCIAL STATEMENTS
                            December 31, 2001 and 2000

                                       12
<PAGE>

                                 C O N T E N T S



Independent  Auditors'  Report                           14

Balance  Sheets                                          15

Statements  of  Operations                               16

Statements  of  Stockholders'  Equity                    17

Statements  of  Cash  Flows                              18

Notes  to  the  Financial  Statements                    19

                                       13
<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
NetBanx.com  Corp)  (a  Development  Stage Company) as of  December 31, 2001 and
2000  and  the  related  statements of operations, stockholders' equity and cash
flows for the years ended December 31, 2001, 2000 and 1999 and from inception on
August  24,  1995 through December 31, 2001.  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 in the United States of America.  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
NetBanx.com  Corp)  (a  Development  Stage Company) as of  December 31, 2001 and
2000  and  the  results  of  its  operations and cash flows for the years  ended
December  31,  2001, 2000 and 1999 and from inception on August 24, 1995 through
December 31, 2001 in conformity with generally accepted accounting principles in
the  United  States  of  America.

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/Chisholm  &  Associates
Chisholm  &  Associates
North  Salt  Lake,  Utah
May  20,  2002

                                       14
<PAGE>

                                 NETJ.COM CORP
                         (a Development Stage Company)
                                 Balance Sheets

                                     ASSETS

                                                         December  31,
                                                    2001                2000
--------------------------------------------------------------------------------
Current  assets
   Cash                                        $     1,290          $     2,789
                                               ---------------------------------
Total  Current  Assets                               1,290                2,789
                                               ---------------------------------
      Total  Assets                            $     1,290          $     2,789
                                               =================================

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current  Liabilities
   Accounts  Payable - Related Party           $   721,038          $   697,871
   Accounts  Payable                               549,683              121,504
                                               ---------------------------------
Total  Current  Liabilities                      1,270,721              819,375
                                               ---------------------------------

Stockholders'  Equity
   Common  Stock,  authorized  100,000,000
     shares  of  $.001  par  value,  issued  and
     outstanding  12,108,000  and  12,008,000
     shares  respectively                           12,108               12,008
   Additional  Paid  in  Capital                   342,888              332,988
   Less:  Subscriptions receivable                    (660)                (660)
   Deficit  Accumulated  During  the
     Development  Stage                         (1,623,767)          (1,160,922)
                                               ---------------------------------
Total  Stockholders'  Equity                    (1,269,431)            (816,586)
                                               ---------------------------------

Total Liabilities and Stockholders' Equity     $     1,290          $     2,789
                                               =================================

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

                                       15
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                             Statements of Operations

<TABLE>
<CAPTION>
                                                                                         August 24,
                                                                                      1995 (inception
                                                                                           of the
                                                                                         development
                                                                                           stage) to
                                                 For the years ended December 31,        December 31,
                                             2001             2000            1999            2001
-------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>             <C>              <C>
Revenues:                             $           -    $          -    $           -    $            -

Expenses:

   General  &  Administrative              (462,845)       (957,738)         (80,713)      (1  623,767)
                                      -----------------------------------------------------------------
          Total  Expenses                  (462,845)       (957,738)         (80,713)       (1,623,767)
                                      -----------------------------------------------------------------
Net (Loss)                            $    (462,845)   $   (957,738)    $    (80,713)   $   (1,623,767)
                                      =================================================================
Net Loss Per Share                    $       (0.04)   $      (0.08)    $      (0.01)   $        (0.16)
                                      =================================================================
Weighted average shares outstanding      12,066,333      11,966,333       11,701,000        10,447,053
                                      =================================================================
</TABLE>

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

                                       16
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                        Statement of Stockholders' Equity

<TABLE>
<CAPTION>
                                                                                    Additional        Deficit
                                                                                      Paid-in       Accumulated
                                                                                       Capital       During the
                                                         Common  Stock              (Discount on     Development
                                                   Shares             Amount            Stock)          Stage
-----------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>                 <C>              <C>
Balance  at  beginning  of  development
 stage  - August 24, 1995                                   -    $              -    $           -    $        -

Shares  issued  for  organizational  costs          6,000,000               6,000           (4,800)            -

Net  loss  December  31,  1995                              -                   -                -           (80)
                                                -----------------------------------------------------------------

Balance,  December  31,  1995                       6,000,000               6,000           (4,800)          (80)

Net  loss  December  31,  1996                              -                   -                -          (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             -

Net  loss December 31, 1997                                 -                   -                -       (92,374)
                                                -----------------------------------------------------------------

Balance,  December  31,  1997                      11,080,000              11,080          117,120       (92,694)

Net  loss  December  31,  1998                              -                   -                -       (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             -

Shares issued for services at $.02 per share          795,000                 795           15,105             -

Net  loss  December  31,  1999                              -                   -                -       (80,713)
                                                -----------------------------------------------------------------

Balance,  December  31,  1999                      11,908,000              11,908          132,852      (203,184)

Shares issued for cash at $2.00 per share             100,000                 100          200,136             -

Net  loss  December  31,  2000                              -                   -                -      (957,738)
                                                -----------------------------------------------------------------

Balance,  December  31,  2000                      12,008,000              12,008          332,988    (1,160,922)

Shares issued for services at $.10 per share          100,000                 100            9,900             -

Net  loss  December  31,  2001                              -                   -                -      (462,845)
                                                -----------------------------------------------------------------

Balances,  December 31, 2001                       12,108,000    $         12,108    $     342,888   $(1,623,767)
                                                =================================================================
</TABLE>

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

                                       17
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                             Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                                          August  24,
                                                                                                        1995 (inception
                                                                                                            of  the
                                                                                                          development
                                                                                                           stage)  to
                                                             For the years ended December 31,             December 31,
                                                       2001                2000              1999             2001
------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>               <C>                 <C>              <C>

Cash  Flows  form  Operating
 Activities

     Net  loss                                 $       (462,845)    $      (957,738)    $     (80,713)    $  (1,623,767)
     Adjustments  to  reconcile
       net  loss  to  net  cash
       provided  by  operations
     Shares  issued  for  services                       10,000                   -            15,900            25,900
     Amortization                                             -                   -               400             1,200
     Increase in payables                               451,346             759,962            59,413         1,270,721
                                               -------------------------------------------------------------------------

Net  Cash  Flows  used  in
 Operating  Activities                                   (1,499)           (197,776)           (5,000)          (325,946)
                                               -------------------------------------------------------------------------
Cash  Flows  from  Investment
 Activities:                                                  -                   -                 -                  -
                                               -------------------------------------------------------------------------

Cash  Flows  from  Financing
 Activities:
      Issuance  of  stock                                     -             200,236                 -            327,236
                                               -------------------------------------------------------------------------

Net  increase (decrease) in cash                         (1,499)              2,460            (5,000)             1,290

Cash,  beginning  of  year                                2,789                 329             5,329                  -
                                               -------------------------------------------------------------------------

Cash, end of year                                   $     1,290    $          2,789    $          329   $          1,290
                                                    ====================================================================

Supplemental  Cash  Flow  Information
   Cash  Paid  for:
     Interest                                       $         -    $              -    $            -   $              -
     Taxes                                          $         -    $              -    $            -   $              -

Non-Cash  Financing  Transaction:
     Stock  issued  for  services                   $    10,000    $         15,900    $            -   $         25,900
</TABLE>

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

                                       18
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                       Notes to The  Financial Statements
                            December 31, 2001 and 2000

NOTE  1  -  Summary  of  Significant  Accounting  Policies

     a.  Organization

NetJ.Com  Corp  ("the  Company")(formerly  NetBanx.com  Corp),  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.

<TABLE>
<CAPTION>
                                                 Income (loss)       Shares         Per-Share
                                                  (Numerator)    (Denominator)        Amount
-----------------------------------------------------------------------------------------------
<S>                                             <C>                 <C>              <C>
For the year ended December 31, 2001
   Basic  EPS
       Income (loss) to common stockholders     $      (462,845)      12,066,333     $    (0.04)
                                                ================================================

For the year ended December 31, 2000
   Basic  EPS
        Income (loss) to common stockholders    $      (957,738)      11,966,333         $(0.08)
                                                ================================================
</TABLE>


     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  $1,624,000  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,
2001  and  2000.
                                            December 31,
                                       2001              2000
-----------------------------------------------------------------
     Deferred  tax  asset:
        NOL  carrryforward      $     552,000    $       395,000
     Valuation  allowance            (552,000)          (395,000)
                                ---------------------------------
     Total                      $           -    $             -
                                =================================

                                       19
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                       Notes to the  Financial Statements
                            December 31, 2001 and 2000

NOTE  1  -  Summary  of  Significant  Accounting  Policies  (Continued)

     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.

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
financing  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  continue  searching for a viable business combination to
enter  into.  Funds  will  be  provided by shareholders to cover the expenses of
registering  the Company with the SEC and other administrative expenses, until a
merger  candidate  is  located.

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,  the  Company  issued  345,000  shares of common stock to Intrepid
International  Ltd  for  legal  services  rendered,  and  450,000  shares to HJS
Financial  Services, Inc. for accounting and financial consulting services. Both
companies  are affiliates and employers of J. Dan Sifford Jr., an officer of the
Company.

     During  2000 and 2001, the Company incurred consulting fees of $177,023 and
$18,478, respectively, payable to Intrepid International.  During 2000 and 2001,
$76,000  and  $0,  respectively,  was  paid  in  consulting  fees  to  Intrepid
International.  An  officer  of Intrepid International also serves as an officer
of  the  Company.

     During  2000  and  2001, the Company incurred professional fees of $637,434
and  $0,  payable to Paige & Company.  During 2000 and 2001, $100,000 and $1,684
was  paid  to  Paige & Company.  An officer of Paige & Company also serves as an
officer  of  the  Company.

NOTE  5  -  Stockholders'  Equity

In August 1995, the Company issued 6,000,000 shares of stock at $.0002 per share
to  the  Company's  founder  and President J. Dan Sifford, Jr., for organization
costs  valued  at  $1,200.

In  July 1997, the Company issued 5,080,000 shares at $.025 per share to private
investors  for  cash  of  $127,000.

During  1999,  the Company also issued 33,000 shares of common stock at $.02 per
share  for  a  subscription  receivable  of  $660.

During 1999, the Company issued 795,000 shares of common stock at $.02 per share
to  companies

                                       20
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                       Notes to the  Financial Statements
                            December 31, 2000 and 1999

NOTE  5  -  Stockholders'  Equity  (Continued)

affiliated with J. Dan Sifford Jr. who was then the President of the Company,
for services  valued  and  invoiced  in  the  amount  of $15,900 (see Note 4).

     In  May  2000,  the  Company  issued  100,000  shares at $2.00 per share to
private  investors  for  cash  of  $200,236.

During  2001,  the  Company  issued  100,000  shares at $.10 per share for legal
services  valued  at  $10,000.

All  stock  issuances  to  date  have  been  valued  at  the market value of the
consideration  received.  The
     value  of the Company's common stock is less determinable due to its thinly
traded  nature.

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,
                                             2001         2000           1999
--------------------------------------------------------------------------------
     Amortization                                -               -         400
     Professional  Fees                    462,845         957,738      80,313
     Miscellaneous                               -               -           -
                                         --------------------------------------
                                           462,845         957,738      80,713
                                         ======================================

NOTE  8  -  Employee  Stock  Option  Plan

          On September 14, 2000 the Company established an Employee Stock Option
Plan.  The  Plan  covers both current and prospective employees, consultants and
directors.  The  exercise  price  for  each  option  shall be established by the
Company's  Board  of  Directors.

     The  maximum  number of shares of common stock available for issuance under
the  plan  is  9,500,000.  As  of  December  31, 2001, there are 2,250,000 stock
options granted and vested at an exercise price of $1.15 per share.  The options
expire  on  September  13,  2005.  Per  FASB 123, the Company is not required to
recognize  compensation  when  the options vest since exercise price for all the
options  granted  were  at  fair  market  value  on  the  date  of  the  grant.

     A  summary  of  the  option  activity  follows:

                          Options Available       Options      Weighted Average
                              For Grant         Outstanding      Exercise Price

     Balance  12/31/00       9,500,000           2,250,000            $1.15
     Granted                         0                   0                0
     Exercised                       0                   0                0
     Canceled/Forfeited              0                   0                0
     Balances  12/31/01      9,500,000           2,250,000            $1.15

                                       21
<PAGE>

                                  NETJ.COM CORP
                          (a Development Stage Company)
                       Notes to the  Financial Statements
                            December 31, 2000 and 1999

NOTE  8  -  Employee  Stock  Option  Plan  (Continued)

     Pro  forma  information  regarding  net  income  and  earnings per share is
required  by  SFAS 123.  This information is required to be determined as if the
company  had  accounted  for  its employee stock options granted during the year
under  the  fair  value  method  of  that  statement.  The fair value of options
granted in 2000 reported below has been estimated at the date of grant using the
Black-Scholes  option  pricing  model  with  the  following  weighted  average
assumptions:

          Expected  life  (in  years)               5
          Risk-free  interest  rate               6.0%
          Volatility                               50%
          Dividend  yield                           0%

     For  purposes  of  pro  forma  disclosures, the estimated fair value of the
options  is  amortized  to  expense  over  the  options'  vesting  periods.  The
Company's  pro  forma  information  follows:

                                               2001          2000
-------------------------------------------------------------------
     Pro  forma  net  income              $  (462,845)   $  (957,738)
     Pro forma basic earnings per share   $      (.04)   $      (.08)

                                       22
<PAGE>