-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBpouBkUiEI1gImfdw5pyJ2YBK3O1AyOCLrkQkFtyA4WK2FHBXKHtQLTpDEAbnB5 Q3ZYZMYxzrgujiEjcmXEpw== 0001015402-01-503502.txt : 20020410 0001015402-01-503502.hdr.sgml : 20020410 ACCESSION NUMBER: 0001015402-01-503502 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETTAXI INC CENTRAL INDEX KEY: 0001084876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 820486102 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26109 FILM NUMBER: 1789339 BUSINESS ADDRESS: STREET 1: 1696 DELL AVE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4088799880 10-Q 1 doc1.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2001 Commission file number: 0-26109 NETTAXI.COM (Exact name of registrant as specified in its charter) Nevada 82-0486102 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 1875 South Bascom Ave., No. 116, Campbell, CA 95008 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (408) 879-9880 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. Yes [X] No [ ] Applicable Only To Corporate Issuers: As of November 6, 2001, the registrant had 43,124,586 shares of common stock, $.001 par value per share, outstanding. NETTAXI.COM CONTENTS Page No. -------- PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Balance Sheets, as of September 30, 2001 (unaudited) and and December 31, 2000 3 Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2001 (unaudited) and September 30, 2000 (unaudited) 4 Condensed Consolidated Statements of Shareholders' Equity, September 30, 2001 (unaudited) 5 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2001 (unaudited) and September 30, 2000 (unaudited) 6 Notes to Condensed Consolidated Financial Statements (unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk 28 PART II OTHER INFORMATION Item 1. Legal Proceedings 28 Item 2. Changes in Securities and Use of Proceeds 29 Item 3. Defaults Upon Senior Securities 29 Item 4. Submission of Matters to a Vote of Security Holders 29 Item 5. Other Information 29 Item 6. Exhibits and Reports on Form 8-K 30 SIGNATURES 30 EXHIBIT INDEX 30
PART I. FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NETTAXI.COM CONDENSED CONSOLIDATED BALANCE SHEETS ================================================================================================= December 31, September 30, 2000 2001 - ------------------------------------------------------------------------------------------------- (Unaudited) ASSETS Current Assets: Cash and cash equivalents $ 13,894,700 $ 9,009,500 Accounts receivable, net of allowance for doubtful accounts of $433,000 and $114,100, respectively 775,100 55,300 Prepaid expenses and other assets 1,035,000 309,500 - ------------------------------------------------------------------------------------------------- TOTAL CURRENT ASSETS 15,704,800 9,374,300 - ------------------------------------------------------------------------------------------------- PROPERTY AND EQUIPMENT, net 1,748,300 809,100 PURCHASED TECHNOLOGY, net 319,000 -- OTHER INTANGIBLES, net 55,000 -- DEFERRED EXPENSE 272,500 -- DEPOSITS 24,000 30,600 - ------------------------------------------------------------------------------------------------- $ 18,123,600 $ 10,214,000 ================================================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 1,162,400 $ 297,600 Accrued expenses 397,900 232,200 - ------------------------------------------------------------------------------------------------- TOTAL CURRENT LIABILITIES 1,560,300 529,800 - ------------------------------------------------------------------------------------------------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' EQUITY: Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued and outstanding -- -- Common stock, $0.001 par value; 200,000,000 shares authorized; 43,124,586 shares issued and outstanding 43,100 43,100 Additional paid-in capital 44,637,900 44,802,900 Deferred compensation (429,900) -- Accumulated deficit (27,687,800) (35,161,800) - ------------------------------------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 16,563,300 9,684,200 - ------------------------------------------------------------------------------------------------- $ 18,123,600 $ 10,214,000 =================================================================================================
NETTAXI.COM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ============================================================================================================== THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, -------------------------------------- -------------------------------------- 2000 2001 2000 2001 (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) - -------------------------------------------------------------------------------------------------------------- NET REVENUES $ 2,254,000 $ 7,000 $ 8,003,800 $ 2,069,200 OPERATING EXPENSES: COST OF OPERATIONS 1,653,400 152,400 5,348,700 4,258,100 GENERAL AND ADMINISTRATIVE 1,026,800 769,100 3,715,800 4,354,100 SALES AND MARKETING 1,506,600 -- 5,343,600 932,100 RESEARCH AND DEVELOPMENT 427,700 -- 1,258,100 381,300 - -------------------------------------------------------------------------------------------------------------- TOTAL OPERATING EXPENSES 4,614,500 921,500 15,666,200 9,925,600 - -------------------------------------------------------------------------------------------------------------- LOSS FROM OPERATIONS (2,360,500) (914,500) (7,662,400) (7,856,400) OTHER INCOME (EXPENSE): INTEREST INCOME 229,500 88,000 476,500 391,800 INTEREST EXPENSE (1,200) -- (4,176,100) (9,400) - -------------------------------------------------------------------------------------------------------------- LOSS BEFORE INCOME TAXES (2,132,200) (826,500) (11,362,000) (7,474,000) INCOME TAXES -- -- (800) -- - -------------------------------------------------------------------------------------------------------------- NET LOSS $ (2,132,200) $ (826,500) $ (11,362,800) $ (7,474,000) ============================================================================================================== BASIC AND DILUTED LOSS PER COMMON SHARE $ (0.05) $ (0.02) $ (0.29) $ (0.17) ============================================================================================================== WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING 42,896,030 43,124,586 38,133,760 43,124,586 ==============================================================================================================
NETTAXI.COM CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY ================================================================================================================== Common Stock Additional ------------------------- Paid-in Deferred Accumulated Shares Amount Capital Compensation Deficit Total - ------------------------------------------------------------------------------------------------------------------ BALANCES, December 31, 2000 (Audited) 43,124,586 $ 43,100 $44,637,900 $ (429,900) $(27,687,800) $16,563,300 Amortization of deferred compensation -- -- -- 429,900 -- 429,900 Options granted for services -- -- 165,000 -- -- 165,000 Net loss -- -- -- -- (7,474,000) (7,474,000) - ------------------------------------------------------------------------------------------------------------------ BALANCES, September 30, 2001 (Unaudited) 43,124,586 $ 43,100 $44,802,900 $ -- $(35,161,800) $9,684,200
NETTAXI.COM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ================================================================================================= Nine Months Ended September 30, ------------------------------- 2000 2001 - ------------------------------------------------------------------------------------------------- (Unaudited) (Unaudited) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $(11,362,800) $(7,474,000) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 898,000 1,030,400 Loss on disposal of equipment -- 356,100 Allowance for doubtful accounts 162,300 (106,300) Issuance of common stock for interest on convertible notes 119,900 -- Issuance of common stock for services 730,900 955,700 Compensation expense related to options and warrants granted 1,089,300 554,400 Interest expense related to settlement agreement 2,400,000 -- Interest expense related to issuance of warrants 1,655,000 -- Changes in operating assets and liabilities: Accounts receivable (804,600) 826,100 Prepaid expenses and other assets (196,500) 82,800 Accounts payable (859,900) (864,800) Accrued expenses (79,200) (165,700) Income taxes payable (125,600) -- - ------------------------------------------------------------------------------------------------- NET CASH USED IN OPERATING ACTIVITIES (6,373,200) (4,805,300) - ------------------------------------------------------------------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Deposits 19,200 (6,600) Capital expenditures (556,900) (73,300) - ------------------------------------------------------------------------------------------------- NET CASH USED IN INVESTING ACTIVITIES (537,700) (79,900) - ------------------------------------------------------------------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Payment on obligations under capital lease (5,400) -- Net proceeds from issuance of common stock 21,416,000 -- - ------------------------------------------------------------------------------------------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 21,410,600 -- - ------------------------------------------------------------------------------------------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 14,499,700 (4,885,200) CASH AND CASH EQUIVALENTS, beginning of period 987,700 13,894,700 - ------------------------------------------------------------------------------------------------- CASH AND CASH EQUIVALENTS, end of period $15,487,400 $ 9,009,500 ================================================================================================= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: CASH PAID: Income taxes $ 97,400 $ -- Interest $ -- $ 9,400 NONCASH INVESTING AND FINANCING ACTIVITIES: Issuance of common stock for convertible notes payable plus accrued interest $ 3,319,900 $ -- Issuance of common stock for consulting services $ 911,000 $ -- Issuance of common stock for trade payables $ 1,558,000 $ -- =================================================================================================
NETTAXI.COM NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF ACCOUNTING POLICIES THE COMPANY Nettaxi.com is a Nevada Corporation, which was incorporated on October 26, 1995. The Company's principal executive offices are located in Campbell, California. CONSOLIDATION The accompanying condensed consolidated financial statements include the accounts of Nettaxi.com and its wholly-owned subsidiary, Nettaxi Online Communities, Inc. All intercompany accounts and transactions have been eliminated in the consolidated financial statements. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. BASIS OF PRESENTATION The unaudited condensed consolidated interim financial statements reflect all adjustments (which include only normal, recurring adjustments), which are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for the three and nine month periods ended September 30, 2001 are not necessarily indicative of the results expected for the full fiscal year or for any future period. The unaudited historical financial statements included herein have been prepared in accordance with instructions for Form 10-Q and, therefore, do not include all information and footnotes necessary for a complete presentation of the Company's results of operations, financial position and cash flows. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. REVENUE RECOGNITION AND DEFERRED REVENUE The Company's revenues are derived from the sale of banner advertisements, web hosting services and from products from its online malls. Advertising revenues are recognized in the period in which the advertisement is delivered, provided that collection of the resulting receivable is probable. Advertisers are charged on a per impression or delivery basis up to a maximum as specified in the contract. To date, the duration of the Company's advertising commitments has not exceeded one year. When the Company guarantees a minimum number of impressions or deliveries, revenue is recognized ratably in proportion to the number of impressions or deliveries recorded to the minimum number of impressions and deliveries guaranteed. Web hosting revenues are recognized in the period in which the services are provided. Product revenue is recognized upon shipment, provided no significant obligations remain and collectability is probable. Advertising revenue include barter transactions, which are the exchange by Nettaxi.com of advertising space on Nettaxi.com's web sites for reciprocal advertising space on other web sites or advertising media. Revenues from these barter transactions are recorded as advertising revenues at the lower of the estimated fair value of the advertisements received or delivered and are recognized when the advertisements are run on Nettaxi.com's web sites. Barter expenses are recorded when Nettaxi.com's advertisements are run on the reciprocal web sites, which is typically in the same period as when advertisements are run on Nettaxi.com's web sites. Barter revenues and related expenses for the three and nine months ended September 30, 2000 were approximately 41% and 28%, respectively, of total net revenues. There were no Barter revenues and related expenses in the three or nine months ended September 30, 2001. In November 1999, the Financial Accounting Standards Board (FASB) issued Emerging Issues Task Force (EITF) Issue 99-17 "Accounting for Advertising Barter Transactions". Under EITF 99-17, revenues and expenses should be recognized from advertising barter transactions at the fair value of the advertising surrendered or received only when the company has a historical practice of receiving or paying cash for such transactions. As of September 30, 2001, the Company was in compliance with EITF 99-17. Royalty revenues are earned on sales of the Company developed CD-Rom "Internet the City" by third party distributors. Third party distributors package the CD-Rom with their products for sale to the end-user. The distributor remits payment to the Company 90 days after the sales of their product to the end-user and the end-user does not have a right of return. The Company recognizes these revenues only upon receipt of payment from the distributor. The Company did not earn any royalty revenues in the nine months ended September 30, 2001. The Company is in contract with several partners in revenue and expense sharing agreements. The agreements provide for the Company to earn revenues based on the sale of third-party suppliers products. For those transactions, where the Company receives either a percentage of the transaction or a fixed fee, revenues are recorded net. As of September 30, 2001, the Company has not earned any revenues or expenses related to these contracts. The Company charges its co-hosting customers one-time installation fees. Prior to January 31, 2001, the Company recognized these fees upon completion of the installation. In accordance with Staff Accounting Bulletin (SAB) No. 101 "Revenue Recognition" one-time installation fees are to be deferred and systematically recognized as the products and/or services are delivered and/or performed over the term of the arrangement or the expected period of performance that the fees are earned. The Company did not recognize any one-time installation fees in 2001. Our premium subscribers are charged web-site development fees to develop their web-site upon request. These fees charged and the costs to develop these sites by the Company are nominal. The Company defers the recognition of the fees charged over the period of the contract. For the nine months ended September 30, 2001, the Company did not earn any web-site development fee. In December 1999, the staff of the Securities and Exchange Commission (SEC) issued its Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition". SAB No. 101 provides the SEC staff's views in applying generally accepted accounting principles to selected revenue recognition issues. SAB No. 101 is effective for the fourth fiscal quarter of fiscal years beginning after December 15, 1999. The Company believes that its current revenue recognition policies comply with the provisions of SAB No. 101. LONG-LIVED ASSETS The Company periodically reviews its long-lived assets for impairment. When events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the Company writes the asset down to its fair value. The Company periodically reviews other intangible assets to evaluate whether events or changes have occurred that would suggest an impairment of carrying value. An impairment would be recognized when expected future operating cash flows are lower than the carrying value. Property and equipment are stated at cost. Depreciation is provided using the straight-line method over the estimated economic useful lives of the assets, generally ranging from three to five years. The Company amortizes, on a straight-line basis, the cost of purchased technology and other intangibles over the shorter of five years or the useful life of the related technology or underlying asset. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENTS In September 1998, the FASB issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133, as amended by SFAS No 138, requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. In September 1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133", which amends SFAS No. 133 to be effective for all fiscal quarters of all fiscal years beginning after September 15, 2000. The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. Accordingly, the Company's adoption of the new standard did not have a material impact on the Company's results from operations, financial position or cash flows. In March 2000, the Financial Accounting Standards Board issued Interpretation (Interpretation) No. 44, "Accounting for Certain Transactions involving Stock Compensation, an Interpretation of ABP Opinion No. 25", which became effective July 1, 2000. Interpretation No. 44 clarifies (a) the definition of employee for purposes of applying Opinion 25, (b) the criteria for determining whether a stock compensation plan qualifies as a noncompensatory plan, (c) the accounting consequences of various modifications to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation awards in a business combination. Adoption of the provisions of the Interpretation had no significant impact on the Company's financial statements. In June 2001, the Financial Accounting Standards Board (FASB) finalized Statement No. 141, Business Combinations (SFAS 141), and No. 142, Goodwill and Other Intangible Assets (SFAS 142). SFAS 141 requires the use of the purchase method of accounting and prohibits the use of the pooling-of-interests method of accounting for business combinations initiated after June 30, 2001. SFAS 141 also requires assets meet certain criteria. SFAS 141 applies to all business combinations initiated after June 30, 2001 and for purchase business combinations completed on or after July 1, 2001. It also requires that the Company, upon adoption of SFAS 142, reclassify the carrying amounts of intangible assets and goodwill based on the criteria in SFAS 141. SFAS 142 requires, among other things, that companies no longer amortize goodwill, but instead test goodwill for impairment at least annually. In addition, SFAS 142 requires that the Company identify reporting units for the purposes of assessing potential future impairments of goodwill, reassess the useful lives of other existing recognized intangible assets, and cease amortization of intangible assets with an indefinite useful life. An intangible asset with an indefinite useful life should be tested for impairment in accordance with the guidance in SFAS 142. SFAS 142 is required to be applied in fiscal years beginning after December 15, 2001 to all goodwill and other intangible assets recognized at that date, regardless of when those assets were initially recognized. SFAS 142 requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is also required to reassess the useful lives of other intangible assets within the first interim quarter after adoption of SFAS 142. The Company does not expect the adoption of SFAS 141 and SFAS 142 to have a material effect on its consolidated results of operations or financial position, but it is currently assessing and has not yet determined the impact the adoption will have. BASIC AND DILUTED LOSS PER COMMON SHARE Basic loss per common share is determined by dividing loss available to common shareholders by the weighted average number of common shares outstanding. Diluted per-common-share amounts assume the issuance of common stock for all potentially dilutive equivalent shares outstanding. Anti-dilution provisions of SFAS 128 require consistency between diluted per-common-share amounts and basic per-common-share amounts in loss periods. For the periods reported, there were no differences between basic and diluted earnings per share. COMMITMENTS AND CONTINGENCIES On May 1, 2001 seven shareholders of Nettaxi filed an action against the Company. The complaint also names the Company's Chief Executive Officer, President and former Chief Financial Officer as additional defendants. The complaint alleged that the Company violated securities laws in connection with its February 2000 private placement. The complaint was amended on May 23, 2001. The amendment addressed factual matters and added three new plaintiffs to the lawsuit. Shortly after filing the amended complaint, the Company, pursuant to the rules of the District Court, met with plaintiffs and pointed out further factual inaccuracies and deficiencies. Plaintiffs, then, chose to attempt to amend their complaint for a second time. Six of the plaintiffs purchased shares of Nettaxi common stock in the February 2000 private placement. Prior to filing the complaint, the plaintiffs demanded the refund of all of the money invested in Nettaxi and demanded that the exercise price of the warrants issued in the private placement be reduced from $4.00 to $0.25 per share. Additionally, prior to filing the complaint, Nettaxi was asked to invest capital in a company affiliated with one of the plaintiffs. In the complaint, the plaintiffs seek compensatory damages, injunctive relief and fees and interest. On October 1, 2001 the Company filed a motion to dismiss the complaint filed by Plaintiffs. In response, Plaintiffs have given notice that they intend to seek court permission to file a third amended complaint to attempt to re-characterize their claims and to remove some claims which Plaintiffs concede are contrary to the law. Management believes that the allegations made in the complaint are without merit and that this lawsuit reflects shareholder frustration over the recent downturn in the stock market and will defend the action vigorously. From time to time, in the normal course of business, various claims are made against the Company. At this time, in the opinion of management, there are no pending claims, the outcome of which is expected to result in a material adverse effect on the financial position of the Company. In May 2001, the Company entered into an agreement with an investment banker to provide, on a semi-exclusive basis, services in connection with identifying a potential merger candidate and to assist in negotiating and effecting a transaction. The terms of the agreement provide for compensation to be paid to the investment banker upon the successful closing of a transaction in the amount of 5% of the total amount of the transaction up to $3 million and 2% of the remaining amount of the transaction, payable, at the election of the investment banker, in cash or common stock of the Company and a warrant exercisable to purchase up to 5% of the Company's common stock at a purchase price as defined in the agreement. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. THIS REPORT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING OUR EXPECTATIONS, BELIEFS, INTENTIONS OR FUTURE STRATEGIES THAT ARE SIGNIFIED BY THE WORDS "EXPECTS", "ANTICIPATES", "INTENDS", "BELIEVES", OR SIMILAR LANGUAGE. THESE FORWARD-LOOKING STATEMENTS INVOLVE RISKS, UNCERTAINTIES AND OTHER FACTORS. ALL FORWARD-LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED ON INFORMATION AVAILABLE TO US ON THE DATE HEREOF AND SPEAK ONLY AS OF THE DATE HEREOF. THE FACTORS DISCUSSED BELOW UNDER "RISK FACTORS" AND ELSEWHERE IN THIS QUARTERLY REPORT ON FORM 10-Q ARE AMONG THOSE FACTORS THAT IN SOME CASES HAVE AFFECTED OUR RESULTS AND COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING STATEMENTS. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto. OVERVIEW Nettaxi.com is an Internet marketing portal that provides a wide range of content and Internet based services for consumers and businesses. Our web site at www.nettaxi.com serves as a gathering place for people with shared topics of interest, as well as an entry point, referred to as a portal, to the Internet. Through our web site, we provide content addressing a large number of targeted categories. Subscribers to our web site are also provided with access to enhanced content such as broadband video clips and email accounts. In 1999, we developed a diversified revenue model under which we provided subscribers with access to web site hosting services and a broad range of content, and we provided affiliated businesses with access to a large population of Internet users for advertising and promotional purposes. We also provided web site hosting and Internet connectivity services for corporate customers. Beginning in April 2001, the bankruptcy and liquidation of many of our Internet based customers and suppliers caused us to re-evaluate our business model. Since the Internet infrastructure is unstable and customer base financially weak, we have begun to take corrective action to significantly decrease cash burn and determine the best course of action to maintain and enhance the value of our company. In this regard, we implemented an acquisition strategy pursuant to which we have been seeking to identify an appropriate entity with which to merge, acquire or restructure our current business. We have been reviewing a number of potential merger candidates in a wide variety of industries. Beginning in June 2001, we reduced our overhead and burn rate by reducing the salaries of our employees and reducing the number of personnel, marketing expenses and costs associated with our hosting activities. Our current management team, consisting of finance and administrative employees is in place to maintain our operations and enable our ongoing review and analysis of acquisition candidates and to assist us in the consummation of an appropriate transaction. We have also engaged the services of an investment banker, to assist us in this process. As of the date of this quarterly report on Form 10-Q, we have not determined a suitable candidate with which to complete a transaction and there can be no assurance that we will be able to identify an appropriate candidate that will enhance the value of our company. We continue to operate our website and sell advertising products, but these revenues will be significantly lower than prior periods. We do not expect these revenues to grow in light of the changing market conditions and the recent actions taken by us. Prior to June 2001, we provided web site hosting and Internet connectivity services for corporate customers. Our services were delivered through a state-of-the-art Internet data center located in Southern California using a high-performance Internet backbone network. Customers paid monthly fees for the professional services utilized, one-time installation fees, and connectivity charges. These "hosting" revenues were recognized in the period the services were provided. Hosting revenues were variable, based upon bandwidth usage and services used, and resulted in operating losses from time to time. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001. In connection with this, we also discontinued the purchase of bandwidth and premium services from our third party provider, further reducing monthly expenditures. The terminations have reduced our operating expenses, and materially affected our revenues beginning in the third quarter of 2001. In spite of the above, there can be no assurance that our operating losses will not increase in the future. We plan to continue our operations while seeking potential acquisitions, mergers, and other strategic partnerships which could enhance the value of our company. Acquisitions carry numerous risks and uncertainties and we cannot guarantee that we will be able to successfully integrate any businesses, products, technologies or personnel that might be acquired in the future. As of the date of this quarterly report on Form 10-Q, we have not determined a suitable candidate with which to complete a transaction and there can be no assurance that we will be able to identify an appropriate candidate that will enhance the value of our company. RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000. NET REVENUES. Net revenues for the three months ended September 30, 2001 were $7,000 compared with $2.25 million for the three months in 2000. The substantial decrease is primarily the result of lower advertising and hosting revenues resulting from the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy and the current economic climate in the Internet industry. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which materially decreased our revenues beginning in the third quarter of 2001. The substantial decrease was also the result of significantly lower advertising revenues received in the year 2001 and the result of discontinued utilization of reciprocal advertising agreements. Reciprocal advertising arrangements are exchanges of similar services between us and the advertiser. For the three months ended September 30, 2000, we recognized approximately 41% of total net revenues from reciprocal advertising agreements. There were no reciprocal advertising revenues recognized in 2001. For the three months ended September 30, 2001, no single customer accounted for any significant revenues. For the three months ended September 30, 2000, five customers, Babenet, CollegeClub.com, Hearme.com, Spinrecords.com, Whitesand Communications, Inc., each accounted for greater than 10% of total net revenues for a total of approximately $1.67 million or 74% of the total revenues. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which has materially affected revenues beginning in the third quarter of 2001. ADVERTISING REVENUES. Advertising revenues for the three months ended September 30, 2001 and 2000 were approximately $7,000 and approximately $1.3 million, respectively, which represented 100% and 58%, respectively, of total net revenues. The decline in absolute dollars resulted from the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy and the current economic climate in the Internet industry. The decline was also attributable to the discontinued use of reciprocal advertising transactions and decreases in the number of advertisers and the decrease in the average rate paid by these advertisers. The decline also resulted from the bankruptcy and liquidation of many of our customers. This required us to further tighten our credit terms which lead to the loss of many customers. Also, we initiated several cost savings strategies in the first quarter of 2001, which resulted in cancellation of advertising arrangements by our customers, which decided that these new strategies did not meet their criteria for advertising promotions. Also, in the first quarter of 2001, we terminated our free hosting arrangements for our citizens, which resulted in decreased page views and therefore decreased the number of banner advertisements served. We believe that the revenues from the sale of banner advertisements can no longer justify the cost of purchasing bandwidth. Reciprocal advertising arrangements accounted for approximately 0% and 41% of total revenues for the three months ended September 30, 2001 and 2000, respectively. Reciprocal arrangements were used in our strategy in developing strategic relationships with other advertisers or service providers for non-cash media advertising. We no longer utilize these agreements as the return on investment for these agreements no longer benefits us. We continue to operate our website and sell advertising products, but these revenues will be significantly lower than prior periods. We do not expect these revenues to grow in light of the changing market conditions and the recent actions taken by us. HOSTING REVENUES. We did not earn any hosting revenues for the three months ended September 30, 2001. For the three months ended September 30, 2000, hosting revenues were approximately $0.9 million which represented 40% of total net revenues. The decline in absolute dollars resulted from the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy and the current economic climate in the Internet industry. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which materially decreased our revenues beginning in the third quarter of 2001. COST OF OPERATIONS. Cost of operations were approximately $152,400 and $1.65 million for the three months ended September 30, 2001 and 2000, respectively. Cost of operations decreased in absolute dollars as the result of the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy. The decline was also attributable to the termination of our co-hosting customer contracts which required our purchasing of bandwidth and services from a third party provider. We have also experienced a substantial decrease in traffic to our website which resulted in the offset to the cost of purchasing bandwidth. Beginning in February 2001 we changed our web hosting provider to Alchemy Communications, a carrier in Southern California. This new provider provides similar services to our prior provider, but at substantial cost saving to us. SALES AND MARKETING EXPENSES. Sales and marketing expenses were approximately $0 and $1.51 million for the three months ended September 30, 2001 and 2000, respectively. In the third quarter of 2001, we have substantially reduced all efforts in this area of our business. In relation to our current acquisition strategy, we will have limited sales and marketing efforts and we intend to focus more on seeking potential acquisitions, mergers, and other strategic partnerships which could enhance the value of our company RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were approximately $0 and $427,700 for the three months ended September 30, 2001 and 2000, respectively. In the third quarter of 2001, we have substantially reduced all efforts in this area of our business. In relation to our current business strategy, we will have limited research and development efforts and we intend to focus more on seeking potential acquisitions, mergers, and other strategic partnerships which could enhance the value of our company. We plan to utilize consultants for any technical projects. As of October 2001, we have not engaged any technical consultants. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses were approximately $769,100 and $1.03 million for the three months ended September 30, 2001 and 2000, respectively. General and administrative costs consisted primarily of salaries and related costs for executives, administrative, and finance personnel, as well as legal, accounting and other professional service fees. The decrease reflects the reduction of our operating activities and expenditures in connection with our acquisition strategy. The decline was also attributable to the amortization of deferred costs related to the issuance of common stock for services and compensation expense related to options and warrants granted which were higher in year 2000 and substantially fully amortized by the end of June 2001. INTEREST INCOME. Interest income was approximately $88,000 and $229,500 for the three months ended September 30, 2001 and 2000, respectively. The decrease was the result of the higher average cash and cash equivalents during the three months ended September 30, 2000. This higher average cash balance was the result of the issuance of common stock in a private placement offering in February 2000. INCOME TAXES. At December 31, 2000, we had net operating loss carryforwards available to reduce future taxable income that aggregate approximately $19.7 million for Federal income tax purposes. These benefits begin to expire in 2017. We also had California net operation loss carryforwards in the amount of $19.6 million, which may be applied to future taxable income until these benefits begin to expire in 2002. Our ability to utilize the net operating loss carryforwards are dependent upon our ability to generate taxable income in future periods and may be limited due to restrictions imposed under Federal and state laws upon change in ownership. RESULTS OF OPERATIONS - COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000. NET REVENUES. Net revenues for the nine months ended September 30, 2001 were $2.07 million compared with $8.0 million for the nine months in 2000. The substantial decrease is primarily the result of the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy and the current economic climate in the Internet industry. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which materially decreased our revenues beginning in the third quarter of 2001. The substantial decrease was also the result of significantly lower advertising revenues recognized in the nine months ended September 30, 2001 For the nine months ended September 30, 2001, three customers each accounted for greater than 10% of total net revenues for a total of approximately $1.86 million or 90% of the total revenues. These customers, Babenet, Whitesand Communications, and Whitehorn Ventures Limited, accounted for 46%, 19%, and 25%, respectively of our total revenues. All three of these customers were co-hosting customers. For the nine months ended September 30, 2000, five customers, Babenet, Internet Fuel.com, Hearme.com, Spinrecords.com, CollegeClub.com, each accounted for greater than 10% of total net revenues for a total of approximately $3.09 million or 54% of the total revenues. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which has materially affected revenues beginning in the third quarter of 2001. ADVERTISING REVENUES. Advertising revenues for the nine months ended September 30, 2001 and 2000 were approximately $178,800 and approximately $5.2 million, respectively, which represented 9% and 65%, respectively, of total net revenues. The decline in absolute dollars resulted from the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy and the current economic climate in the Internet industry. The decline was also attributable to the discontinued use of reciprocal advertising transactions and decreases in the number of advertisers and the decrease in the average rate paid by these advertisers. As a result of the increased bankruptcy and liquidation trend in the marketplace, we further tightened our credit terms and loss many of our customers. Also, we initiated several cost savings strategies in the first quarter of 2001, which resulted in cancellation of advertising arrangements by our customers that decided that these new strategies did not meet their criteria for advertising promotions. Also, in the first quarter of 2001, we terminated our free hosting arrangements for our citizens, which resulted in decreased page views and therefore decreased the number of banner advertisements served. We believe that the revenues from the sale of banner advertisements can no longer justify the cost of purchasing bandwidth. Reciprocal advertising arrangements accounted for approximately 0% and 28% of total revenues for the nine months ended September 30, 2001 and 2000, respectively. Reciprocal arrangements were used in our strategy in developing strategic relationships with other advertisers or service providers for non-cash media advertising. We no longer utilize these agreements as the return on investment for these agreements no longer benefits us. We continue to operate our website and sell advertising products, but these revenues will be significantly lower than prior periods. We do not expect these revenues to grow in light of the changing market conditions and the recent actions taken by us. HOSTING REVENUES. Our hosting revenues were approximately $1.89 million and $2.7 million for the nine months ended September 30, 2001 and 2000, which represented 91% and 34%, of total net revenues, respectively. The decline in absolute dollars resulted from the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy and the current economic climate in the Internet industry. For the nine months ended September 30, 2001, hosting revenues were a higher percentage of total net revenue as advertising revenues significantly decreased in the nine months ended September 30, 2001. Our services are delivered through a state-of-the-art Internet data center located in Southern California using a high-performance Internet backbone network. Customers pay monthly fees for the professional services utilized, one-time installation fees, and monthly connectivity charges. These hosting revenues were recognized in the period the services were provided. We did not receive any one-time installation fees in the nine months ended September 30, 2001 and 2000, respectively. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which materially affected revenues beginning in the third quarter of 2001. COST OF OPERATIONS. Cost of operations were approximately $4.26 million and $5.35 million for the nine months ended September 30, 2001 and 2000, respectively. Cost of operations decreased as a result of the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy. The decline was also attributable to the termination of our co-hosting customer contracts which required our purchasing of bandwidth and services from a third party provider. We have also experienced a substantial decrease in traffic to our website which resulted in the offset to the cost of purchasing bandwidth. Beginning in February 2001 we changed our web hosting provider to Alchemy Communications, a carrier in Southern California. This new provider provides similar services but at substantial cost saving to us. We entered into traffic directive arrangements whereas selected web traffic or page views are diverted to interest specific areas of our website and advertisements. These arrangements require special tools and costs to third parties. We began these new arrangements in the fourth quarter 2000. As a result of our new acquisition strategy these arrangements have been terminated in June 2001. There were no similar costs in the nine months ended September 30, 2000. SALES AND MARKETING EXPENSES. Sales and marketing expenses were approximately $932,100 and $5.34 million for the nine months ended September 30, 2001 and 2000, respectively. The decline in sales and marketing expenses was attributable to the substantial reduction of our operating activities and expenditures in connection with the adoption of our acquisition strategy. The decline was also attributable to the discontinued use of reciprocal online advertising arrangements to increase brand awareness and traditional print and media marketing advertising. We recorded reciprocal advertising expenses in relation to the reciprocal advertising revenues of approximately $2.2 million for the nine months ended September 30, 2000. There were no similar expenses in 2001. RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses were approximately $381,300 and $1.26 million for the nine months ended September 30, 2001 and 2000, respectively. The decline in expense was primarily attributable to the decrease in salaries expense for personnel as the result of decreased personnel. We terminated all research and development personnel in the beginning of the second quarter 2001. Currently, we have no hiring plan in effect for replacement of these individuals. We plan to utilize consultants for any technical projects. As of October 2001, we have not engaged any technical consultants. GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses were approximately $4.35 million and $3.72 million for the nine months ended September 30, 2001 and 2000, respectively. General and administrative costs consisted primarily of salaries and related costs for executives, administrative, and finance personnel, as well as legal, accounting and other professional service fees. Approximately $0.3 million of the increase in general and administrative expenses, were attributable to the acceleration amortization of deferred costs related to the issuance of common stock for services and compensation expense related to options and warrants granted. In addition to the above we recognized a write-down of approximately $356,100 on capital equipment that we have disposed of during our move to smaller facilities in the June 2001. Due to the market conditions, we were unable to sell the capital equipment and the costs for storage and moving the equipment would have exceeded any gain realized on the sale. In June 2001 we negotiated an early termination of our facilities lease and recognized a one-time charge of approximately $94,000, which included the forfeited deposit. This fee was necessary as a result of the market conditions in the San Francisco Bay Area. We entered into a facilities lease of smaller space in Campbell, California. We believe that this space will be sufficient to conduct our current activities. We also recognized approximately $141,000 in one-time costs associated with the termination of our intended acquisition with LookupGuide.com. The above increases were offset decreases in personnel costs as a result of termination of personnel in the first and second quarter of 2001. INTEREST INCOME. Interest income was approximately $391,800 and $476,500 for the nine months ended September 30, 2001 and 2000, respectively. The higher average cash balance in the nine months ended September 30, 2000, was the result of the issuance of common stock in a private placement offering in February 2000 for which cash proceeds became available in March 2000. INTEREST EXPENSE. Interest expense was approximately $9,400 and $4.18 million for the nine months ended September 30, 2001 and 2000, respectively. For the year 2000 period, the interest expense was primarily the result of non-cash deemed interest expense related to the implied beneficial conversion feature and the value of warrants issued in connection with the settlement agreement that we reached with the holder of the convertible debentures issued on March 31, 1999. The convertible note was fully converted in the second quarter of 2000 and therefore no interest expense was recorded on this note in 2001. INCOME TAXES. At December 31, 2000, we had net operating loss carryforwards available to reduce future taxable income that aggregate approximately $19.7 million for Federal income tax purposes. These benefits begin to expire in 2017. We also had California net operation loss carryforwards in the amount of $19.6 million, which may be applied to future taxable income until these benefits begin to expire in 2002. Our ability to utilize the net operating loss carryforwards are dependent upon our ability to generate taxable income in future periods and may be limited due to restrictions imposed under Federal and state laws upon change in ownership. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2001, the Company had cash and cash equivalents of approximately $9.0 million, compared to approximately $13.9 million at December 31, 2000. Net cash used in operating activities equaled approximately $4.8 million and $6.4 million for the nine month periods ended September 30, 2001 and 2000, respectively. The decline in cash used was related to the decrease of approximately $3.9 million in net loss for the nine months ended September 30, 2001 compared to the same nine months ended September 30, 2000. Net cash used in investing activities was approximately $79,900 and $537,700 for the nine months ended September 30, 2001 and 2000, respectively. Substantially all of the cash used in investing activities for both periods was primarily related to the purchase of capital equipment. Net cash provided by financing activities was approximately $0 and $21.4 million for the nine months period ended September 30, 2001 and 2000, respectively. Net cash provided by financing activities in 2000 consisted primarily of net proceeds from the issuance of our common stock. We incurred net losses of approximately $7.5 million and $11.4 million for the nine months ended September 30, 2001, and 2000, respectively. At September 30, 2001, we had an accumulated deficit of approximately $35.2 million. The net losses and accumulated deficit resulted from the significant operational, infrastructure and other costs incurred in the development and marketing of our services and the fact that revenues failed to keep pace with such costs. Beginning in the fourth quarter of 2000, we initiated cost reductions in all areas of operations. In the first quarter of 2001, we switched our bandwidth provider and expect future costs savings of approximately $2.0 million per year. We are continuing to review and reduce all expenditures that do not contribute toward our profitability. There can be no assurance that we will ever achieve or sustain profitability or that our operating losses will not increase in the future. We do not have any long-term commitments that currently require a specified capital budget other than normal operations. We believe that current cash, cash equivalents and marketable securities balances will be sufficient to meet our anticipated operating cash needs for at least the next 12 months. With the current control measures implemented in the first, second, and third quarters of 2001, we believe that we will be able to continue to direct our efforts in pursuit of our acquisition strategy. We have determined that we may also need to seek additional capital in connection with a potential merger or acquisition transaction, which might impact our liquidity requirements or cause us to issue additional equity or debt securities. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. We continually evaluate opportunities to sell additional equity or debt securities, obtain credit facilities from lenders for strategic reasons or to further strengthen our financial position. The sale of additional equity or convertible debt securities could result in additional dilution to our stockholders. We cannot assure you that we will be able to achieve and sustain positive cash flow or profitability or that we will have other sources available to provide the financial resources necessary to continue our operations. If we are unsuccessful in generating resources from one or more of the anticipated sources and are unable to replace any shortfall with resources from another source, we may be able to extend the period for which available resources would be adequately deferring the creation or satisfaction of various commitments, deferring the expansion or introduction of various services, and otherwise scaling back operations. If we were unable to generate the required resources, our ability to meet our obligations and to continue our operations would be adversely affected. We plan to continue our operations while seeking potential acquisitions, mergers, and other strategic partnerships which could enhance the value of our company. Acquisitions carry numerous risks and uncertainties and we cannot guarantee that we will be able to successfully integrate any businesses, products, technologies or personnel that might be acquired in the future. RISK FACTORS Our business, financial condition or results of operations could be materially and adversely affected by any of the following risks. WE HAVE INCURRED LOSSES SINCE OUR INCEPTION, AND EXPECT LOSSES FOR THE FORESEEABLE FUTURE. Since our inception, we have incurred net losses, resulting primarily from costs related to developing our web site, attracting users to our web site and establishing the Nettaxi.com brand. At December 31, 2000, we had an accumulated deficit of $27,687,800. Losses have continued to grow faster than our revenues during our limited operating history. Because of the bankruptcy and liquidation of many of our Internet based customers and suppliers and because of the reduction of our operating activities and expenditures in connection with our acquisition strategy, we expect to incur significant net losses for the foreseeable future. We may never achieve profitability. ACQUISITIONS IN CONNECTION WITH OUR ACQUISITION STRATEGY MAY DISRUPT OR OTHERWISE HAVE A NEGATIVE IMPACT ON THE VALUE OF OUR BUSINESS. We are seeking to acquire businesses when we believe they will enhance the value of our business. We do not have any present understanding relating to any such acquisition or investment. We may be unable to identify a business which would enhance the value of our company. If we do identify an appropriate candidate, we may be unable to negotiate terms for the acquisition which would be favorable to our shareholders. If we were to acquire a company, the amount of time and level of resources required to successfully transition our operations could be substantial. There can be no assurance that new management would be able to successfully operate the business going forward. Furthermore, in making an acquisition, we may have to incur debt or issue equity securities to finance the acquisition, the issuance of which could be dilutive to our existing shareholders. OUR ADVERTISERS ARE EMERGING INTERNET COMPANIES THAT REPRESENT CREDIT RISKS. Some of our advertisers have limited operating histories, are operating at a loss, have limited cash reserves or have limited access to capital. If any significant part of our customer base experiences financial difficulties, is not commercially successful or is unable to pay our advertising fees for any reason, our business, operating results and financial condition may be materially and adversely affected. SHARES ELIGIBLE FOR FUTURE SALE BY OUR CURRENT STOCKHOLDERS MAY ADVERSELY AFFECT OUR STOCK PRICE. As of September 30, 2001, approximately 28 million shares of our common stock were immediately eligible for sale in the public market without restriction or further restriction under the Securities Act of 1933, unless purchased by or issued to any "affiliate" of ours, as that term is defined in Rule 144 promulgated under that Act. Additionally, approximately 14 million shares of common stock were eligible for sale under Rule 144. We have filed a registration statement on Form S-8 (File No. 333-32678) to register 6,300,000 shares of common stock issuable upon exercise of options granted or to be granted under our 1998 and 1999 stock option plans. As a result, shares issued upon exercise of stock options are eligible for resale in the public market without restriction. We also intend to file a registration statement on Form S-8 to register the additional 5,600,000 shares of common stock under our 1999 Stock Option Plan, as amended. We have also filed a registration statement on Form S-1 (File No. 333-36826), declared effective by the Securities and Exchange Commission on June 12, 2000 registering 32,730,849 shares issued and issuable pursuant to recent private placement transactions. Additionally, we have filed a registration statement on Form S-1 (File No. 333-38538), declared effective by the Securities and Exchange Commission on September 21, 2000, registering 4,219,692 shares of common stock issued and issuable pursuant to recent private placement transactions. If our stockholders sell substantial amounts of our common stock under Rule 144 or pursuant to the aforementioned registration statements, the market price of our common stock could be adversely affected and our ability to raise additional capital at that time through the sale of our securities could be impaired. FUTURE EXERCISE OF WARRANTS OR ISSUANCES OF SECURITIES MAY SIGNIFICANTLY DILUTE YOUR HOLDINGS. There are currently warrants to purchase 18,525,816 shares of our common stock outstanding and exercisable over the next four to five years having exercise prices ranging from $1.50 to $12.38, subject to adjustment. The shares underlying all of these warrants have been registered pursuant to our registration statements on Form S-1 filed with the Securities and Exchange Commission. There are also warrants to purchase 1,850,000 shares of our common stock outstanding having exercise prices ranging from of $0.13 to $0.35 per share. If the holders of our outstanding warrants and other convertible securities were to exercise their rights, purchasers of our common stock could experience substantial dilution of their investment. It is possible that we will need to raise additional funds in the future in order to execute a transaction pursuant to our acquisition strategy or if we are to execute our strategic growth plan. If additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences and privileges senior to those of our common stock. This may make an investment in our common stock less attractive to other investors, thereby weakening the trading market for our common stock. WE EXPECT OUR REVENUES TO DECLINE SIGNIFICANTLY. We had revenues of approximately $9,418,400, $5,032,800 and $258,000 for the years ended December 31, 2000, 1999 and 1998, respectively. While our growth rate in prior years has been strong, revenues have substantially declined in 2001. We expect current market conditions to have a continued material adverse effect on our revenues. We continue to operate our website and sell advertising products, but these revenues will be significantly lower than prior periods. We expect these revenues to decline significantly in light of the changing market conditions and the reduction of our operating activities and expenditures in connection with our acquisition strategy. In June 2001, we terminated our significant co-hosting customer contracts effective July 7, 2001, which materially decreased our revenues beginning in the third quarter of 2001. Approximately $1.28 million of the revenues for the year ended December 31, 1999 were derived from credit card transaction processing fees, a revenue stream that has declined significantly and that we do not believe will be material in future periods. In the year 2000, we generated approximately $2.22 million in revenue from reciprocal advertising transactions. These transactions were terminated in year 2000. Accurate predictions regarding our revenues in the future are difficult and should be considered in light of our limited operating history and rapid changes in the ever evolving Internet market. Our revenues for the foreseeable future will remain primarily dependent on the number of customers that we are able to attract to our web site, and secondarily on web hosting, sponsorship and advertising revenues. We cannot forecast with any degree of certainty the number of visitors to our web site, the number of visitors who will become customers, or the amount of sponsorship and advertising revenues. WE MAY REQUIRE FURTHER CAPITAL TO PURSUE OUR BUSINESS OBJECTIVES. We currently believe that we have sufficient cash to fund our current operations through September 2002. However, to complete an acquisition in connection with our acquisition strategy, we may be required to seek additional capital. We may need to obtain capital through sources such as equity or debt financing. We cannot assure you that we will have sources available to provide the financial resources necessary to complete such an acquisition. No assurances can be given that we will be able to obtain such additional resources. If we are unsuccessful in generating anticipated resources from one or more of the anticipated sources, and unable to replace the shortfall with resources from another source, we may be able to extend the period for which available resources would be adequate by deferring the creation or satisfaction of various commitments, deferring the introduction of various services or entry into various markets, and otherwise scaling back operations. If we are unable to generate the required resources, our ability to meet our obligations and to continue our operations would be adversely affected. OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE SIGNIFICANTLY, THEREBY INCREASING THE VOLATILITY OF OUR STOCK PRICE We anticipate that our operating results will fluctuate significantly from quarter to quarter. These fluctuations may be due to seasonal and cyclical patterns that have emerged in Internet related spending. For example, the use of our web site is somewhat lower during periods of the year during the first and third calendar quarters because of the summer vacation period and post winter holiday season slowdown. This results in lower revenues for us during periods of the year. Quarterly results may also vary because it is difficult to predict the long-term revenue growth of our business. Because of these factors, we believe that quarter-to-quarter comparisons of our results of operations are not good indicators of our future performance. If our operating results fall below the expectations of investors in future periods, then our stock price may decline. WE MAY FACE INTERRUPTION OF PRODUCTION AND SERVICES DUE TO INCREASED SECURITY MEASURES IN RESPONSE TO TERRORISM. Our business depends on the free flow of products and services through the channels of commerce. Recently, in response to terrorists' activities and threats aimed at the United States, transportation, mail, financial and other services have been slowed or stopped altogether. Further delays or stoppages in transportation, mail, financial or other services could have a material adverse effect on our business, results of operations and financial condition. Furthermore, we may experience an increase in operating costs, such as costs for transportation, insurance and security as a result of the activities and potential activities. We may also experience delays in receiving payments from payers that have been affected by the terrorist activities and potential activities. The U.S. economy in general is being adversely affected by the terrorist activities and potential activities and any economic downturn could adversely impact our results of operations, impair our ability to raise capital or otherwise adversely affect our ability to operate our business and pursue our acquisition strategy. WE MAY FAIL TO ESTABLISH AN EFFECTIVE INTERNAL SALES ORGANIZATION TO ATTRACT SPONSORSHIP AND ADVERTISING REVENUES. To date, we have relied principally on outside advertising agencies to develop sponsorship and advertising opportunities. In light of our reduction of our operating activities and our expenditures in connection with our acquisition strategy, we have engaged in very limited sales and marketing activities. Our ability to increase our sales force involves a number of risks and uncertainties, including whether or not the current market conditions will improve, competition and the length of time for new sales employees to become productive. If we do not develop an effective internal sales force, our business will be materially and adversely affected by our inability to attract sponsorship and advertising revenues. OUR PROJECTED BROADBAND SERVICES AND ENHANCED CONTENT MAY NOT BE LAUNCHED ON A TIMELY BASIS AND MAY NOT GENERATE THE ANTICIPATED LEVEL OF REVENUES Our strategic growth plan calls for development and implementation of broadband services and enhanced content for our subscribers. We have put our strategic growth plan on hold so that we may attempt to execute our acquisition strategy. Should we choose to implement our strategic growth plan, the availability of many of these broadband services will be dependent on our ability to enter into satisfactory contractual relationships with parties offering related content and services which can be made available to our subscribers, as well as relationships with parties seeking to make online sales to our subscribers and other visitors to our web site. To date, our revenues from broadband services and enhanced content have not been material. In light of the reduction of our operating activities and expenditures in connection with our acquisition strategy, we may not be able to commence those services on a timely basis, and there can be no assurance that the services will generate the anticipated amount of revenues. WE RELY HEAVILY ON THIRD PARTIES FOR DEVELOPMENT OF SOFTWARE AND CONTENT AND FOR ESSENTIAL BUSINESS OPERATIONS AND MAY BE ADVERSELY AFFECTED BY OUR FAILURE TO MAINTAIN SATISFACTORY RELATIONSHIPS WITH SUCH PARTIES. We depend on third parties for important aspects of our business, including: - Internet access; - development of software for new web site features; - content; and - telecommunications. We have limited control over these third parties, and we are not their only client. We may not be able to maintain satisfactory relationships with any of them on acceptable commercial terms, and there is no guarantee that we will be able to renew these agreements at all. Further, we cannot be sure that the quality of products and services that they provide may remain at the levels needed to enable us to conduct our business effectively. WE ARE HEAVILY RELIANT ON THIRD PARTIES TO HOUSE AND SERVICE OUR WEB SITE AND ARE VULNERABLE TO POSSIBLE DAMAGE TO OUR OPERATING SYSTEMS. We maintain substantially all of our computer systems at our Campbell, California site and the Los Angeles, California site of Alchemy Communications. We are heavily reliant on the ability of Alchemy Communications to house and service our web site. This system's continuing and uninterrupted performance is critical to the success of our web site. Alchemy Communications also provides our connection to the Internet. Sustained or repeated system failures or interruptions of our web site connection services would reduce the attractiveness of our web site to customers and advertisers, and could therefore have a material and adverse effect on our business due to loss of membership and advertising revenues. In addition, our operations are dependent in part on our ability to protect our operating systems against physical damage from fire, floods, earthquakes, power loss, telecommunications failures, break-ins or other similar events. Furthermore, our servers are vulnerable to computer viruses, break-ins and similar disruptive problems. The occurrence of any of these events could result in interruptions, delays or cessations in service to our users and result in a decrease in the number of visitors to our site. WE DEPEND ON OUR KEY PERSONNEL TO OPERATE OUR BUSINESS. Our performance is substantially dependent on the continued services and on the performance of our executive officers, Robert A. Rositano, Jr., our Chief Executive Officer, and Dean Rositano, our President and Chief Operating Officer. The loss of the services of any of our executive officers could materially and adversely affect our business due to their ability to help identify appropriate acquisition target companies, their experience with our business plan and the disruption in the conduct of our day-to-day operations. INTENSE COMPETITION FROM OTHER INTERNET-BASED BUSINESSES MAY REDUCE OUR MARGINS AND MARKET SHARE AND CAUSE OUR STOCK PRICE TO DECLINE. The markets in which we are engaged are new, rapidly evolving and intensely competitive. Barriers to entry are relatively low, and current and new competitors can launch new sites at a relatively low cost using commercially available software. Competition could result in price reductions for our products and services, reduced margins or loss of market share. Consolidation within the online commerce industry may also increase competition. We currently or potentially compete with a number of other companies including a number of large online communities and services that have expertise in developing online commerce, and a number of other small services, including those that serve specialty markets. Many of our potential competitors have longer operating histories, larger customer bases, greater brand recognition in other business and Internet markets and significantly greater financial, marketing, technical and other resources than us. WE MAY FAIL TO ESTABLISH AND MAINTAIN STRATEGIC RELATIONSHIPS WITH OTHER WEB SITES TO INCREASE NUMBERS OF WEB SITE USERS AND INCREASE OUR REVENUES. We have attempted to establish numerous strategic relationships with popular web sites to increase the number of visitors to our web site. These efforts have been substantially slowed by the reduction of our operating activities and expenditures in connection with our acquisition strategy. There is intense competition for placements on these sites, and we may not be able to enter into these relationships on commercially reasonable terms or at all. Even if we enter into relationships with other web sites, they themselves may not attract significant numbers of users. Therefore, our site may not receive additional users from these relationships. Moreover, we may have to pay significant fees to establish these relationships. Our inability to enter into new distribution relationships and expand our existing ones could have a material and adverse effect on our business due to our inability to increase the number of users of our site. WE MAY NOT BE ABLE TO ADAPT AS INTERNET TECHNOLOGIES AND CUSTOMER DEMANDS CONTINUE TO EVOLVE. For our web site to be successful, we must adapt to rapidly changing Internet technologies and continually enhance the features and services provided on our web site. We could incur substantial, unanticipated costs if we need to modify our web site, software and infrastructure to incorporate new technologies demanded by our audience. We may use new technologies ineffectively or we may fail to adapt our web site, transaction-processing systems and network infrastructure to user requirements or emerging industry standards. If we fail to keep pace with the technological demands of our web-savvy audience for new services, products and enhancements, our users may not use our web site and instead use those of our competitors. WE MAY NOT BE ABLE TO PROTECT AND ENFORCE OUR TRADEMARKS, WEB ADDRESSES AND PROPRIETARY RIGHTS. Our Nettaxi.com brand and our web address, www.nettaxi.com, are critical to the success of our web site. We have filed a trademark application for "Nettaxi", among other trademark applications. We cannot guarantee that any of these trademark applications will be granted. In addition, we may not be able to prevent third parties from acquiring web addresses that are confusingly similar to our addresses, which could harm our business. Also, while we have entered into confidentiality agreements with our employees, contractors and suppliers in order to safeguard our trade secrets and other proprietary information, there can be no assurance that technology will not be misappropriated or that others may lawfully develop similar technologies. WE ARE VULNERABLE TO ADDITIONAL TAX OBLIGATIONS THAT COULD BE IMPOSED ON ONLINE COMMERCE TRANSACTIONS. We do not expect to collect sales or other similar taxes in respect of transactions engaged in by customers on our web site. However, various states or foreign countries may seek to impose sales tax obligations on us and other e-commerce and direct marketing companies. A number of proposals have been made at the state and local levels that would impose additional taxes on the sale of goods and services through the Internet. These proposals, if adopted, could substantially impair the growth of e-commerce and cause purchasing through our web site to be less attractive to customers as compared to traditional retail purchasing. Further, states have attempted to impose sales taxes on catalog sales from businesses such as ours. A successful assertion by one or more states that we should have collected or be collecting sales taxes on the sale of products could have a material and adverse effect on our business due to the imposition of fines or penalties or the requirement that we pay for the uncollected taxes. WE MAY NOT BE ABLE TO TAKE FULL ADVANTAGE OF POTENTIAL TAX BENEFITS FROM OUR NET OPERATING LOSS CARRYFORWARDS. At December 31, 2000 we had Federal net operating loss carryforwards available to reduce future Federal taxable income that aggregated approximately $19.7 million for Federal income tax purposes. These benefits will begin to expire in 2017. Our ability to utilize the net operating loss carryforwards are dependent upon our ability to generate taxable income in future periods and may be limited due to restrictions imposed under Federal and state laws upon change in ownership WE ARE DEPENDENT ON THE CONTINUED DEVELOPMENT OF THE INTERNET INFRASTRUCTURE Our industry is new and rapidly evolving. Our business is highly dependant on the growth of the internet industry and would be adversely affected if web usage and e-commerce does not continue to grow. Web usage may be inhibited for a number of reasons. If Internet usage grows, the Internet infrastructure may not be able to support the demands placed on it by this growth, or its performance and reliability may decline. We are highly dependant on third party service providers. Any interruption experienced by these service providers may have a material impact on our business due to our inability to serve our advertising customers or end users. In addition, web sites, including ours, have experienced a variety of interruptions in their service as a result of outages and other delays occurring throughout the Internet network infrastructure. If these outages or delays frequently occur in the future, web usage, including usage of our web site, could grow slowly or decline. This may have a material impact on future revenues. WE RELY ON A CONTINUOUS POWER SUPPLY TO CONDUCT OUR OPERATIONS, AND CALIFORNIA'S CURRENT ENERGY CRISIS COULD DISRUPT OUR OPERATIONS AND INCREASE OUR EXPENSES. California is in the midst of an energy crisis that could disrupt our operations and increase our expenses. In the event of an acute power shortage, that is, when power reserves for the State of California fall below 1.5%, California has on some occasions implemented, and may in the future continue to implement, rolling blackouts throughout California. Our computer systems are supplied primary power by power companies in California. In addition, the systems are connected to battery backup systems. This alternative source of power is provided by our hosting provider and is subject to upkeep and maintenance. Our current insurance does not provide coverage for any damages our customers or we may suffer as a result of any interruption in our power supply. If blackouts interrupt our third party power supply, we would be temporarily unable to continue operations at our affected facilities. Although, our third party bandwidth provider has assured us that alternative energy supply resources are available, there can be no assurance that such alternative energy supplies will be adequate. Any interruption may affect our ability to continue operations at our corporate facilities, could damage our reputation and could result in lost revenue, which could have a material adverse effect on our business, operating results and financial condition. In addition, our employees may be personally impacted and unable to commute to or from work during these rolling blackouts. Any or all of these factors may have adverse impact on our business. ADOPTION OF THE INTERNET AS AN ADVERTISING MEDIUM IS UNCERTAIN. The growth of Internet sponsorships and advertising requires validation of the Internet as an effective advertising medium. This validation has yet to fully occur. In order for us to generate sponsorship and advertising revenues, marketers must direct a significant portion of their budgets to the Internet and, specifically, to our web site. To date, sales of Internet sponsorships and advertising represent only a small percentage of total advertising sales. Also, technological developments could slow the growth of sponsorships and advertising on the Internet. For example, widespread use of filter software programs that limit access to advertising on our web site from the Internet user's browser could reduce advertising on the Internet. Our business, financial condition and operating results would be adversely affected if the market for Internet advertising fails to further develop due to the loss of anticipated revenues. WE COULD FACE LIABILITY FOR INFORMATION DISPLAYED ON AND COMMUNICATIONS THROUGH OUR WEB SITE. We may be subjected to claims for defamation, negligence, copyright or trademark infringement or based on other theories relating to the information we publish on our web site. These types of claims have been brought, sometimes successfully, against Internet companies as well as print publications in the past. Based on links we provide to other web sites, we could also be subjected to claims based upon online content we do not control that is accessible from our web site. Claims may also be based on statements made and actions taken as a result of participation in our chat rooms or as a result of materials posted by members on bulletin boards at our web site. We also offer e-mail services, which may subject us to potential risks, such as: - liabilities or claims resulting from unsolicited e-mail; - lost or misdirected messages; - illegal or fraudulent use of e-mail; or - interruptions or delays in e-mail service. These claims could result in substantial costs and a diversion of our management's attention and resources. WE COULD FACE ADDITIONAL BURDENS ASSOCIATED WITH GOVERNMENT REGULATION OF AND LEGAL UNCERTAINTIES SURROUNDING THE INTERNET. Any new law or regulation pertaining to the Internet, or the application or interpretation of existing laws, could have a material and adverse effect on our business, results of operations and financial condition due to increased costs of doing business. Laws and regulations directly applicable to Internet communications, commerce and advertising are becoming more prevalent. The law governing the Internet, however, remains largely unsettled, even in areas where there has been some legislative action. It may take years to determine whether and how existing laws governing intellectual property, copyright, privacy, obscenity, libel and taxation apply to the Internet. In addition, the growth and development of e-commerce may prompt calls for more stringent consumer protection laws, both in the United States and abroad. We also may be subject to future regulation not specifically related to the Internet, including laws affecting direct marketers. WE COULD INCUR MONETARY DAMAGES FROM LITIGATION ARISING OUT OF OUR BUSINESS ACTIVITIES. On May 1, 2001 seven shareholders of Nettaxi filed a law suit against Nettaxi in the United States District Court for the Central District of California (Case No. SACV 01-459 AHS). The complaint names Robert Rositano, Jr. our Chief Executive Officer, Dean Rositano, our President and Glenn Goelz our former Chief Financial Officer as additional defendants. The complaint alleges the company violated securities laws in connection with the Company's February 2000 private placement. The complaint was amended on May 23, 2001. The amendment addressed factual matters and added three new plaintiffs to the lawsuit. Six of the plaintiffs purchased shares of Nettaxi common stock in the February 2000 private placement completed by Nettaxi. Shortly after filing the amended complaint, we, pursuant to the rules of the District Court, met with plaintiffs and pointed out further factual inaccuracies and deficiencies. Plaintiffs then chose to attempt to amend their complaint for a second time. On October 1, 2001 we filed a motion to dismiss the complaint filed by Plaintiffs. In response, Plaintiffs have given notice that they intend to seek court permission to file a third amended complaint to attempt to re-characterize their claims and to remove some claims which Plaintiffs concede are contrary to the law. Although we believe the allegations made in the complaint are without merit and will defend the action vigorously, there can be no assurance that we will prevail in this dispute. If the plaintiffs successfully prosecute any of their claims against us, the resulting monetary damages and reduction in our working capital could significantly harm our business ANTI-TAKEOVER PROVISIONS AND OUR RIGHT TO ISSUE PREFERRED STOCK COULD MAKE A THIRD PARTY ACQUISITION OF US DIFFICULT. We are a Nevada corporation. Anti-takeover provisions of Nevada law could make it more difficult for a third party to acquire control of us, even if such change in control would be beneficial to stockholders. Our articles of incorporation provide that our board of directors may issue preferred stock without stockholder approval. The issuance of preferred stock could make it more difficult for a third party to acquire us. All of the foregoing could adversely affect prevailing market prices for our common stock. OUR COMMON STOCK PRICE IS LIKELY TO BE HIGHLY VOLATILE AS IS TYPICAL OF INTERNET COMPANIES. The market price of our common stock has been, and is likely to continue to be, highly volatile as the stock market in general, and the market for Internet-related and technology companies in particular, has been highly volatile. Investors may not be able to resell their shares of our common stock following periods of volatility because of the market's adverse reaction to volatility. The trading prices of many technology and Internet-related companies' stocks have decreased substantially within the last 18 months. The market downturn and adjustment for the high valuations for internet companies may not return to the levels of late 1999 and early 2000. We cannot assure you that our stock will trade at the same levels of other Internet stocks or that Internet stocks in general will regain their prior market prices. The per share closing price of our common stock in 2001 ranged from a high of $0.46 as of June 11, 2001 to a low of $0.085 as of October 9, 2001. In addition, an active public market for our common stock may not continue. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. During the nine months ended September 30, 2001, we did not have any long term debt obligations. Therefore, an immediate 10% increase in market interest rates would not have a material adverse effect on our financial position. We currently do not have any material market rate risks. We could be exposed to market risk related to any debt obligations for financing working capital and capital equipment requirements in the future. Historically, we have financed such requirements from the issuance of both preferred and common stock. We continue to consider financing alternatives, which may include the incurrence of long term indebtedness. Actual capital requirements may vary based upon the timing and success of the expansion of our operations. We believe that based on the terms and maturities of any future debt obligations that the market risk would be minimal. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. We have resolved the dispute filed on July 9, 1999, by four shareholders in Simply Interactive, Inc. in the Santa Clara County Superior Court against Nettaxi, our wholly owned subsidiary Nettaxi Online Communities, Inc., Robert A. Rositano, Jr., Dean Rositano, Glenn Goelz, Warren J. Kaplan, Frank McGrath, Bruno Henry, Alan K. Fetzer, Robert Divenere, Robert A. Rositano, Sr., SSN Properties, LLC and others. The Case Number was Case Number CV 783127. The parties have entered into a settlement agreement releasing claims and causes of action against each other. Each party admitted no wrong doing or liability in connection with the settlement. We previously announced that, on May 1, 2001 seven shareholders of Nettaxi filed an action against Nettaxi in the United States District Court for the Central District of California (Case No. SACV 01-459 AHS). The complaint also names Robert Rositano, Jr. our Chief Executive Officer, Dean Rositano, our President, and Glenn Goelz our former Chief Financial Officer as additional defendants. The complaint alleged that we violated securities laws in connection with our February 2000 private placement. Six of the plaintiffs purchased shares of Nettaxi common stock in the February 2000 private placement. Prior to filing the complaint, the plaintiffs demanded the refund of all of the money invested in Nettaxi and demanded that the exercise price of the warrants issued in the private placement be reduced from $4.00 to $0.25 per share. Additionally, prior to the filing the complaint, Nettaxi was asked to invest capital in a company affiliated with one of the plaintiffs. In the complaint, the plaintiffs seek compensatory damages, injunctive relief and fees and interest. Due to factual misrepresentations in the complaint, we anticipated that an amended complaint would be filed. The complaint was amended on May 23, 2001. The amended added three new plaintiffs to the lawsuit. Shortly after filing the amended complaint, we, pursuant to the rules of the District Court, met with plaintiffs and pointed out further factual inaccuracies and deficiencies. Plaintiffs then chose to attempt to amend their complaint for a second time. On October 1, 2001 we filed a motion to dismiss the complaint filed by Plaintiffs. In response, Plaintiffs have given notice that they intend to seek court permission to file a third amended complaint to attempt to re-characterize their claims and to remove some claims which Plaintiffs concede are contrary to the law. We believe that the allegations made in the complaint are completely without merit and that this law suit reflects shareholder frustration over the recent downturn in the stock market. We will defend the action vigorously. From time to time, we are involved in legal proceedings incidental to our business. We believe that these pending actions, individually and in the aggregate, will not have a material adverse effect on our financial condition, and that adequate provision has been made for the resolution of such actions and proceedings. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. (1) From January to September, 2001 the Company under its 1998 and 1999 Stock Option Plans issued options to purchase up to 3,005,000 shares of common stock to employees, with exercise prices ranging from $0.13 to $0.24 per share, which was not less than the fair market value of the shares on the date of grant. Options to purchase 1,702,500 of these shares have expired as of September 30, 2001. The issuances were made in reliance on Section 4(2) of the Securities Act of 1933 and/or Rule 701 promulgated under the Securities Act of 1933 and were made without general solicitation or advertising. The purchasers were sophisticated investors with access to all relevant information necessary to evaluate the investments, and who represented to the Company that the shares were being acquired for investment. (2) In April 2001, we issued warrants to purchase up to 1,500,000 shares of common stock to a consultant at an exercise price of $0.13 per share, which was not less than the fair market value of the shares on the date of grant. The issuance was made in reliance on Section 4(2) of the Securities Act of 1933 and/or Regulation D promulgated under the Securities Act of 1933 and was made without general solicitation or advertising. The purchaser was a sophisticated investor with access to all relevant information necessary to evaluate the investment, and who represented to the Company that the shares were being acquired for investment. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. None ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) Exhibits None. (b) Reports on Form 8-K No Reports on Form 8-K were filed during the quarter ended September 30, 2001. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NETTAXI.COM Date: November 14, 2001 By: /s/ Dean Rositano --------------------- Dean Rositano, President and Interim Chief Financial Officer (Principal Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----