SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of
The Securities Exchange Act of 1934
NETWORTHUSA.COM, INC.
(Exact name of registrant as specified in its charter)
Florida 95-4720231
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
8 Gaucho Drive, Rolling Hills Estates, California 90274
(Address of registrant's principal executive offices) (Zip Code)
310.831.9285
(Registrant's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of Each Exchange on which
to be so registered: each class is to be registered:
-------------------- -------------------------------
None None
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001
(Title of Class)
Copies to:
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
Attorneys-at-Law
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
Page 1 of 23
Exhibit Index is specified on Page 21
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NETWORTHUSA.COM, INC.,
A Florida Corporation
Index to Form 10-SB Registration Statement
Item Number and Caption Page
- ----------------------- ----
1. Description of Business 3
2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 9
3. Description of Property 16
4. Security Ownership of Certain Beneficial Owners and Management 16
5. Directors, Executive Officers, Promoters and Control Persons 17
6. Executive Compensation - Remuneration of Directors and Officers 18
7. Certain Relationships and Related Transactions 18
8. Legal Proceedings 19
9. Market For Common Equity and Related Shareholder Matters 19
10. Recent Sales of Unregistered Securities 19
11. Description of Securities 20
12. Indemnification of Officers and Directors 20
13. Financial Statements 20
14. Changes in and Disagreements with Accountants 21
15. Financial Statements and Exhibits 21
15(a) Index to Financial Statements 21
Financial Statements F-1 through F-9
15(b) Index to Exhibits 21
Exhibits E-1 through E-20
Signatures 23
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Item 1. Description of Business.
Development of the Company. The Company was originally incorporated as AMERICAN
FINANCIAL SEMINARS, INC., pursuant to the laws of the State of Florida and filed
on July 17, 1992. The Company was inactive through June 1, 1998, and its
corporate powers and privileges were suspended by the Florida Secretary of State
(failure to pay franchise taxes or file reports). The Company was reinstated on
June 4, 1998. On June 5, 1998, the Company filed an Articles of Amendment to its
Articles of Incorporation increasing the authorized capital stock of the Company
from 1,000 shares of $1.00 par value common stock to 25,000,000 shares of $.001
par value common stock. On October 26, 1998, the Company filed an Articles of
Amendment to its Articles of Incorporation changing to ENVIRONMENTAL OIL
TECHNOLGIES, INC. On January 11, 1999, the Company filed an Articles of
Amendment to its Articles of Incorporation changing its name to AMERICAN
INDUSTRIAL MINERALS GROUP, INC. On April 1, 1999, the Company filed an Articles
of Amendment to its Articles of Incorporation changing its name to
NETWORTHUSA.COM, INC. (previously defined as the "Company").
The Company has changed its management personnel several times since its
inception in 1992. Specifically, from 1992 through July 15, 1998, the Company's
sole director was Mark Bryn. On July 15, 1998, Mr. Bryn resigned and John Xinos
was appointed to serve as the sole director of the Company. Mr. Xinos was also
appointed President, Secretary and Treasurer of the Company. On or about January
7, 1999, Mr. Xinos resigned as director, President, Secretary and Treasurer of
the Company and Karl Hartz was appointed as a director and President, Secretary
and Treasurer of the Company. On or about April 18, 1999, Mr. Hartz resigned as
director, President, Secretary and Treasurer of the Company and Robert Lockwood
was appointed sole director, President, Secretary and Treasurer of the Company.
On or about April 20, 1999, Mr. Lockwood resigned as Secretary of the Company
and Robert E. Gove was appointed Secretary of the Company. On or about September
30, 1999, Mr. Gove and James Davis were appointed directors of the Company.
The executive offices of the Company are located at 8 Gaucho Drive, Rolling
Hills Estates, California 90274. The Company's telephone number is 310.831.9285.
Business of the Company. The Company was originally organized under the name
AMERICAN FINANCIAL SEMINARS, INC. for the purpose of engaging in the business of
promoting financial seminars. After changing its name to ENVIRONMENTAL OIL
TECHNOLGIES, INC., the Company amended its business plan to contemplate
commercial oil reclamation in Europe. After changing its name to AMERICAN
INDUSTRIAL MINERALS GROUP, INC., the Company amended its business plan to
contemplate commercial mining exploration activity on January 31, 1999, the
Company entered into four contracts for the acquisition of mineral rights (or
entities owning mineral rights). On March 31, 1999, the Company determined the
financial requirements for mining operations in Canada exceeded its budget and
rescinded these four contracts. After changing its name to NETWORTHUSA.COM,
INC., the Company amended its business plan to provide for the organization,
development and commercial exploitation of an Internet banking system offering
international private Internet banking and securities brokerage services.
Plan of Operation. The Company has not received revenue from operations during
any of the three fiscal years immediately prior to the filing of this
registration statement. The Company currently has cash preserves of $4,430.00
which the Company believes it will satisfy its cash requirement for
approximately one-hundred and twenty (120) days following the filing of this
registration statement. The Company plans to raise $1,000,000 through a private
offering of its $.001 par value common stock during the next year. The Company
will use the capital raised from such offering to finance the development and
operation of a website which will provide
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one-stop, online shopping for financial services. The Company's website will
feature a variety of products and services which will enable a customer to buy
mutual funds, manage checking accounts and credit cards, and buy and sell
securities over the Internet. The Company's primary marketing focus will be to
offer a wide range of banking and brokerage services to high net worth
individuals seeking an offshore vehicle for banking and investing. In addition,
the Company will focus its marketing efforts on retail investors, pension
managers, Fortune 500 companies, portfolio managers, banks and other financial
institutions. Therefore, the Company's business will not be dependent upon a
single customer or a small group of customers. Moreover, the Company does not
anticipate seasonal fluctuations in its business activities. The Company's
operations will be primarily virtual and, therefore, the Company does not
anticipate that federal, state and local provisions regulating the discharge of
materials into the environment will have a material affect upon the Company's
capital expenditures, earnings or competitive position.
The Company will offer a wide range of online investments by means of portfolio
managers and individual trading facilitated directly through the Company's
website. The Company will also offer access to offshore banking facilities and
related features. The Company plans to offer the following services: investment
consulting services; cash, margin and option accounts; managed accounts with a
particular emphasis on position trading for active investors; and access to
stocks, bonds, mutual funds and money market investments. Customers will be able
to deposit funds using wire transfers, or registered mail, and will be able to
withdraw cash from automated teller machines, using credit cards, or by wire
transfer.
The Company has reserved six domain names: www.networthusa.com,
www.networthusa.net, www.networthworld.com, www.networthworld.net,
www.networtheurope.com, and www.networtheurope.net. The Company has reserved the
right to register such domain names until March 25, 2001. The Company may
register or reserve additional domain names and will vigorously enforce its
brand name rights.
In order to execute its business plan, the Company plans to lease commercial
office space and commence development of its website. To that end, the Company
has entered contract negotiations with two companies to assist the Company in
leasing computer equipment and developing its Internet operations. First, the
Company has entered into an oral agreement with Adrea Capital ("Adrea") to pay
Adrea approximately $15,000 to develop a website which the Company would use for
general corporate purposes. As of the date of this registration statement, Adrea
has reserved the above-listed domain names on the Company's behalf and, once the
Company has leased the necessary computer equipment, Adrea will begin
development of the Company's general corporate website. Second, the Company is
presently negotiating an agreement with Kenil International Limited in Luxemburg
("Kenil"). Within 60 days of this registration statement, and subject to raising
the necessary capital from the Company's proposed securities offering, the
Company anticipates it will enter into a final written agreement with Kenil
pursuant to which the Company will pay Kenil approximately $300,000 to develop
the operational structure of a website the Company will use for its online
banking and brokerage services.
Pursuant to the terms of the anticipated agreement, Kenil will develop an
Internet website with the banking infrastructure and operational capability to
offer the financial services contemplated by the Company. Kenil will be
responsible for the development of a balanced investment portfolio which will
include banking, trust services, insurance, stock brokerage services, legal
services, education and accounting. Kenil has proposed a system that would offer
savings accounts, checking accounts, credit cards, ATM access, international
business company formation, 7 x 24 trading of brokerage accounts, high yield
certificates of deposit and numbered account access to the Company's customers.
In addition, Kenil will provide complete insurance coverage of all managed
accounts maintained on the Company's website. Moreover, Kenil will be
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responsible for recruiting and engaging qualified industry professionals from
the fields of financial operations, investment banking and brokerage systems to
complete the Company's current management and to develop and operate the
Company's website. It will be the joint responsibility of the Company and Kenil
to develop the Company's customer base. For an additional fee not yet
determined, Kenil will continue to provide maintenance services to the Company.
See the executed Letter of Intent attached as Exhibit 10 to this registration
statement.
The Company's business plan depends on raising additional capital and
performance of Kenil of obligations as specified in the Letter of Intent, and
failure of the Company to raise the necessary capital or failure of Kenil or
other third parties to perform their obligations pursuant to agreements with the
Company would significantly affect the Company's prospects for successfully
developing, operating and commercially exploiting its proposed Internet banking
and securities services. Moreover, the failure of the Company to attract
additional management with securities and online banking experience would
adversely affect the Company's prospects for its proposed business operations.
Overview of Electronic Banking and Securities Businesses and Competition. Over
the past few years, financial institutions throughout the world have developed
integrated Internet financial services, including online banking and real-time
trading of securities. For example, Royal Bank Financial Group, a Canadian
financial services company with over $270 billion in on-balance sheet assets and
$1 trillion in off-balance sheet assets, has been managing online banking and
related Internet financial services for over four years through a website
located at www.royalbank.com. This company offers a full range of online
transactional capabilities to consumers and small businesses and provides
private network packaged software solutions to commercial and corporate banking
clients.
In the United States, many major banks offer online banking to their customers.
For example, Citizens Bank maintains a website which allows its customers to
conduct banking transactions over the Internet. Information about the bank and
the other services it provides are also included on the website. BankNet and
Security First Network Bank are online banks which allow members to track their
accounts, write electronic checks and carry out a number of other transactions
online. Even regional banks such as Zions Bank, with physical facilities in
Utah, have Internet websites which allow their customers to conduct Internet
banking and apply for credit cards or loans online.
In Europe, major Swiss banks such as Banca della Svizzera Italiana ("BSI")
maintain websites which provide information and online banking services to an
international clientele. BSI purports to be the first Swiss bank to maintain
such a website. So many European banks now offer such UNISYS, the Internet
Banking Site and the Internet Banking & Financial Index providing information,
news and directories of banks and their Internet services. The Internet banking
trend has likewise spread to South America where BradescoNet Internet Banking, a
Brazilian bank, offers access to customer accounts via the Internet, fax and
telephone.
Just as the banking industry is moving online, securities brokerage is also
available on the Internet. There are approximately 100 online securities trading
and brokerage concerns, including such early entrants as E-Trade, Ameritrade,
Charles Schwab and specialty firms such as AB Watley and OnlineTradingInc.com.
Online trading is the fastest growing segment of the brokerage industry and is
expected to continue to grow significantly. In a report dated March 11, 1999,
independent research firm Forrester Research, Inc. estimated that the number of
North American households investing online nearly doubled in 1998, reaching just
under 2.4 million by the beginning of 1999. They also estimate that the number
of investors will increase to 4.3 million by the end of 2000. The year-end
estimate was surpassed in April 1999. In addition, recent predictions foretell
the Internet will account for 60% of commissioned discount brokerage trading,
approximately $2.2
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billion, by the year 2001. In 1996, Internet commissions accounted for only 15%
of the market, or $268 million dollars.
North American Institutional Brokers ("NAIB"), a market maker in Nasdaq and OTC
Bulletin Board stocks, recently opened a new division, EquityStation (located at
www.equitystation.com), which is one of the first online trading services
designed for the online investing community's top bracket of wealthy investors,
money managers and registered investment advisors. EquityStation offers
multilingual service to the United States, European and Latin American markets
and allows remote, real-time trading of equity securities. EquityStation
customers presently account for trading volume in excess of $6 million.
EquityStation's operations for its remote, real-time trading of equity
securities are located in Ft. Lauderdale, Florida. EquityStation employs English
and Spanish speaking Series 7 licensed service representatives and provides its
customers with real-time display of all market makers' bids and offers on a
stock.
The Company faces significant competition from 1st Internet Group, Inc., a
Florida corporation formed in 1998 which became a holding company in February
1999 by acquiring all of the outstanding stock of the following three operating
companies: 1st Discount Brokerage, Inc.; 1st Discount Insurance, Inc.; and,
Corporate Accounting Group, Inc., all of which are Florida corporations. The
first of these companies is a broker-dealer registered with the Securities and
Exchange Commission ("SEC") and the National Association of Securities Dealers
("NASD"), is currently licensed in 45 states and is pending registration in the
remaining five states. Through its subsidiaries, 1st Internet Group, Inc. now
provides retail discount securities brokerage and related investment/portfolio
management counseling services and utilizes a variety of electronic media,
including the Internet, to service individual investors throughout the United
States and internationally. This company also provides annuity and life
insurance products to complement and augment the needs of brokerage and
non-brokerage clientele and even provides accounting and tax preparation
services to its brokerage and insurance clientele.
In addition to the direct competitors specified above, the Company also will
compete against full-commission and discount brokerage firms, as well as against
financial institutions, mutual fund sponsors and other organizations, many of
which are significantly larger than the Company. Among such competitors are
E*Trade Group Inc., Charles Schwab & Co. Inc., Quick & Reilly Inc., Waterhouse
Securities Inc., Fidelity Brokerage Services Inc. and Datek Securities
Corporation. Moreover, management of the Company believes that its target market
for products and services will continue to attract additional competitors such
as banks, insurance companies, providers of online financial and information
services and others as they expand their product lines. The market for
electronic banking and brokerage services is intensely competitive, rapidly
changing and has few barriers to entry.
All of the companies specified above and many new entrants to the online banking
and online securities markets, have greater financial and other resources and
more experience in online banking and securities brokerage, than the Company.
Moreover, a growing source of competition for Internet banking services comes,
from the use of mobile telephones as a platform for smart card-based banking
services. Telecom Italia Mobile ("TIM") recently ordered several million smart
cards for deployment in 1999 to enable its mobile telephone customers to access
TIM's equity trading. Many mobile phones are digital and digital mobile
telephone services are based on the use of a tamper-resistant smart card (the
Subscriber Identification Module, or "SIM") that provides a much higher level of
security than almost any security software currently available for use on the
Internet. The SIM was originally designed to hold a user's identification data,
enabling subscribers to use their handset on any network worldwide. New
applications utilizing the SIM make the mobile telephone a formidable platform
for personal financial services.
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The Swedish Postal Bank (Postbanken) has a service called Mobil Smart that
allows consumers to make payments from their telephone. MeritaNordbanken's
customers can check their balance and transaction logs from their mobile phones.
Even securities trading can be done by telephone. Dagens Industri, Europe's
fourth largest business daily, has a pilot program which allows subscribers to
receive financial data and trade on the Stockholm Exchange using a telephone or
PDA (personal digital assistant, a handheld mobile phone incorporating other
features).
There can be no assurance that competitors have not or will not succeed in
developing technologies and products that are more effective than any which have
been or are being developed by the Company or which would render the products of
the Company obsolete and noncompetitive. Many of the competitors of the Company
have substantially greater experience, financial and technical resources and
production, marketing and development capabilities than the Company.
Governmental Regulation. The banking and securities industries are subject to
extensive regulation pursuant to federal and state laws. The Company anticipates
providing its customers with a fully functional, secure Internet offshore
banking and securities trading facility . The business of the Company will
expose it to risks that are inherent in the offshore banking industry. The
Company may also become subject to the banking and securities regulations of
various jurisdictions. The Federal Deposit Insurance Corporation ("FDIC")
maintains a website which features a searchable database of banks with
legitimate charters. This website solicits reports from the public regarding
banking websites which are not FDIC-insured. The FDIC's Suspicious Internet
Banking website also specifies that companies soliciting assets over the
Internet without an FDIC charter or insurance are violating United States'
federal banking laws. Unless a bank is state chartered, or a national bank
licensed by the United States Comptroller of the Currency, or a federal bank
registered with the Office of Thrift Supervision, Internet banks offering
services to United States citizens may be contacted by the Federal Bureau of
Investigation and the Department of Justice, which are the enforcement arm for
complaints provided by the public to the FDIC's website.
The FDIC has also promulgated new enforcement and review procedures for online
banking. The extent of a financial services risk management program must be
commensurate with the complexity and sophistication of the activities in which
it engages. For example, the FDIC will evaluate, among other things, the
security of internal networks, the security of public networks, the
functionality of electronic capabilities (including informational and
transactional capabilities) and the system components and process methodologies
used in electronic payment systems. Even offshore institutions which offer
services to residents of the United States are subject to the FDIC's review and
enforcement procedures. In the event the Company was the subject of an FDIC
complaint or investigation, it could have a material adverse affect on the
operations and profitability of the Company.
The SEC is the federal agency responsible for administering the federal
securities laws. In general, broker-dealers are required to register with the
SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Company is not a registered broker-dealer. Pursuant to the Exchange Act,
every registered broker-dealer that does business with the public is required to
be a member of and is subject to the rules of the NASD. The NASD has established
Conduct Rules for all securities transactions among broker- dealers and private
investors, trading rules for over-the-counter markets and operational rules for
its member firms. The NASD conducts examinations of member firms, investigates
possible violations of the federal securities laws and its own rules and
conducts disciplinary proceedings involving member firms and associated
individuals. The NASD administers qualification testing for all securities
principals and registered representatives for its own account and on behalf of
the state securities authorities. In the event the Company was found to be
acting in the capacity of a broker-dealer without having been registered, the
Company and
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its management, might be ordered to cease performing such activities and may be
subject to cease-and-desist orders and other penalties, which might have a
material adverse affect on the business and operations of the Company. Moreover,
regulators in the United States and Canada are actively policing securities
offers and sales in cyberspace. As a general rule, securities can only be
offered and sold to the public after the appropriate regulatory agencies have
reviewed and approved an issue's prospectus and other advertising information
which will be provided to the public. In certain circumstances, an issuer may be
exempt from the prospectus and registration requirements, but those exemptions
seldom permit unrestricted offers and sales of securities to the public.
Moreover, although the Regulation S exemption from the registration requirements
of the Securities Act of 1933, as amended ("Act"), is available for offers and
sales of securities outside the United States, the global nature of an online
offering on an open system (a system readily available to the public) may
preclude the possibility of an online Regulation S offering. Absent measures
designed to restrict access to permitted offerees, an online offering would
constitute a general solicitation or general advertisement in violation of Rules
505 and 506 (but not Rule 504) of Regulation D and the private offering
exemption of Section 4(2) of the Act.
The SEC has approved general solicitation on the Internet which has the limited
purpose of locating accredited investors as long as an investor invests only in
offerings posted on the system after the investor is first qualified. The SEC
also recently adopted a rule that coordinates with a new California exemption
that allows for general solicitation provided certain conditions are satisfied.
Nonetheless, offers and sales of securities over the Internet by the Company
will subject the Company to significant regulatory compliance requirements and
the Company's failure to demonstrate compliance with federal or foreign
securities regulations would have a material adverse affect on the Company's
operations.
The Company will also become subject to regulations pursuant to state securities
laws. An amendment to the federal securities laws prohibits the states from
imposing substantive requirements on broker-dealers which exceed those imposed
pursuant to federal law. However, the recent amendment does not preclude the
states from imposing registration requirements on broker-dealers that operate
within their jurisdiction or from sanctioning these broker-dealers for engaging
in misconduct.
Other Internet Regulation. Due to the increasing popularity of the Internet,
various regulatory authorities are considering laws and/or regulations with
respect to online services covering issues such as user privacy, pricing,
content copyrights and quality of services. In addition, the growth and
development of the market for online commerce may prompt more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business online. Furthermore, the applicability of existing laws to the Internet
and other online services in various jurisdictions is uncertain. Finally, as the
Company's services become available over the Internet in multiple states and
foreign countries, these jurisdictions may claim that the Company is required to
qualify to do business as a foreign corporation in each such state and foreign
country. New legislation or the application of laws and regulations from
jurisdictions to online banking or brokerage services could have an adverse
economic effect on the Company's results of operations. The Internet is largely
unregulated and the laws governing the Internet remain unsettled, even in areas
where there has been some legislative action. It may take years to determine
whether and how existing laws such as those governing intellectual property,
privacy and taxation apply to the Internet. In addition, because of increasing
popularity and use of the Internet, many laws and regulations may be adopted
with respect to the Internet or other online services covering issues such as
(i) user privacy, (ii) security, (iii) pricing, (iv) content, (v) copyrights,
(vi) distribution, (vii) taxation and (viii) characteristics and quality of
services.
Risks Inherent in Internet Banking. The FDIC has identified specific risks of
Internet electronic banking systems, which include the following: the uncertain
enforceability of digital contracts, agreements and
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signatures; user privacy issues; contingent liabilities resulting from user or
participant claims; uncertain legal jurisdiction with respect to taxation,
criminal and civil laws; implications for interstate and international commerce;
an uncertain regulatory environment, including uncertain applicability of
reserve requirements when applied to electronic money; and uncertain
acceptability of electronic documentation and disclosures under various state,
federal and foreign regulations. Moreover, audit trails may be lacking in
electronic systems, which results in uncertain applicability of financial record
keeping, disclosure and under requirements mandated by the FDIC and the banking
regulations it enforces.
Lack of Management. The Company recognizes its need to augment current
management with additional officers, directors and management personnel having
experience in securities and online banking and is currently seeking such
candidates. Present management has no experience in online banking or the
securities industry. Moreover, although the Company anticipates identifying and
acquiring additional management to pursue its business plan, present management
has no experience in the Company's target markets. The Company's failure to
identify and hire management with significant experience in the online banking
and securities industries could have a material adverse affect on the Company's
operations.
Employees. Other than its officers, the Company currently has no employees.
Management of the Company anticipates using consultants for development of its
financial services website, accounting, engineering and legal services on an
as-needed basis. Therefore, the Company does not anticipate any material change
in the number of employees during the next 12 months.
Reports to Security Holders. Although the Company is not required to deliver an
annual report to security holders, the Company intends to provide an annual
report to its security holders, which will include audited financial statements.
The Company is not a reporting company with the SEC but will become a reporting
company if and when this registration statement becomes effective. In the event
that the Company becomes a reporting company with the SEC, the public may read
and copy any materials filed with the SEC at the SEC's Public Reference Room at
450 Fifth Street N.W., Washington, D.C. 20549. The public may also obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy
and information statements and other information regarding issuers that file
electronically with the SEC. The address of that site is www.sec.gov. The
Company does not currently maintain its own Internet address.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
This registration statement includes, without limitation, certain statements
containing the words "believes", "anticipates", "estimates", "could", "plans to"
and "predicts" and words of a similar nature, which constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. This Act provides a "safe harbor" for forward-looking statements to
encourage companies to provide prospective information about themselves so long
as they identify these statements as forward looking and provide meaningful,
cautionary statements identifying important factors that could cause actual
results to differ from the projected results. All statements other than
statements of historical fact made in this Form 10-SB are forward-looking. In
particular, the statements herein regarding the Company's plan of operation; the
complete effect to the Company's operations if heavy stress is placed on the
Company's computer systems or those of third parties on which it relies, the
effect of name recognition associated with the Internet if Internet usage and
online trading slow down; the complete effect on the business if the trading
market experiences an unforeseen change; the effects on the operations of the
Company if the Company experiences any sort of trouble with its clearing
firm(s); the effects on the operations of the Company if the Company were to
lose the services of any of its officers or directors or a conflict among
employees arose; the readiness of the Company for the change to the Year 2000
and the readiness of third party's on whom the Company relies; the effect a
breach in customer security could have; the effect on the operations of the
Company if it is unable
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to adapt to changing technology; and the effect a possible misinterpretation of
new policies or lack of awareness could have n operation are forward-looking
statements. Forward-looking statements reflect management's current expectations
and are inherently uncertain. The Company's actual results may differ
significantly from management's expectations.
Results of Operations. The Company has not yet realized any revenue from
operations, nor does it expect to in the foreseeable future. The Company's only
source of liquidity in the next 12 months will be the sale of its securities.
The Company has limited cash reserves and is dependent on raising significant
funds in order to develop and commercially exploit its financial services
website. In the event the Company is unable to raise significant funds, the
Company will be unable to implement its business plan.
The Company intends to provide international banking and securities services
over the Internet, including services such as (i) an integrated checking card,
credit card, debit card, ATM access, numbered account access card, (ii) 24-hour
full service brokerage services, available online, (iii) ability to purchase
high-yield certificates of deposit over the Internet, with an option for
investors to have a percentage of their investments secured by precious metals
and (iv) use of comprehensive offshore banking facilities. The Company will
provide fully-insured account protection for its customers. The Company plans to
provide its customers with access to securities and banking markets and
facilities in Hong Kong, Tokyo and India, as well as European and North American
markets.
Year 2000 Compliance. Historically, certain computer programs were written using
two digits rather than four digits to define the applicable year. As of the date
of this registration statement, the Company has not leased any equipment which
would be impacted by anticipated Year 2000 problems; however, in recognition of
Year 2000 issues, the Company is committed to leasing electrical equipment which
the supplier guarantees to be Year 2000 compliant. Although the Company plans to
lease electrical equipment which is Year 2000 compliant, the Company may still
encounter Year 2000 readiness problems. Accordingly, the Company's anticipated
software may recognize a date using "00" as 1900 rather than the Year 2000,
which could result in major systems failures or miscalculations, commonly
referred to as the "Year 2000" or "Y2K" issue.
The Company may discover Year 2000 readiness problems in its internally
developed systems that will require substantial revision. In addition,
third-party software, hardware or services incorporated into the Company's
computer systems may need to be revised or replaced, all of which could be
time-consuming and expensive. If the Company cannot repair or replace its
internally developed proprietary software or third-party software, hardware or
services before January 1, 2000, the Company's operating costs could be
increased and the Company could experience business interruptions which could
harm its business. Additionally, if the Company cannot adequately address Year
2000 readiness issues in its internally developed proprietary software, the
Company could be subject to claims of mismanagement, misrepresentation or breach
of contract and related litigation, which could be costly and time consuming to
defend. In addition, the software and systems of governmental agencies, utility
companies, Internet access companies, third-party service providers and others
outside of the Company's control may not be Year 2000 compliant. If these
entities are not Year 2000 compliant, a systemic failure beyond the Company's
control could result, including a prolonged Internet, telecommunications or
general electrical failure. This type of failure would make it difficult or
impossible to use the Internet or access to the Company's website and would
prevent the Company from providing its online banking and securities services.
If a prolonged failure of this type should occur, the Company's business would
be severely harmed. If the Company's advertisers and sponsors are not Year 2000
compliant, they may defer or cancel advertising scheduled to appear on the
Company's website, which could adversely affect the Company's financial results.
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The Company anticipates performing an assessment of major information technology
systems and expects that all necessary modifications or replacements will be
completed in a timely manner to assure that the Company's computer systems are
Year 2000 compliant. Based on current estimates, the costs of addressing this
issue are not expected to have a material adverse effect on the Company's
financial situation, results of operations or cash flows. The potential impact
of the Year 2000 issue on significant customers, vendors and suppliers of the
Company cannot be reasonably estimated at this time.
Increase in Costs of Transmitting Documents and Data. The cost of transmitting
documents and data over the Internet may increase. The Company may not be able
to increase prices to cover these rising costs. Several telecommunications
companies have petitioned the Federal Communications Commission to regulate
Internet and online service providers in a manner similar to long distance
telephone carriers and to impose access fees on such providers. In addition,
foreign laws and state tax laws and regulations relating to the provision of
services over the Internet are still developing. If individual states impose
taxes on services provided over the Internet, the Company's cost of providing
services may increase to the extent that they become non-competitive.
Business Interruption; Reliance on Computer and Telecommunications
Infrastructure. The Company's success will be dependent, in large part, on the
Company's continued investment in sophisticated telecommunications, computer
systems and computer software. The Company anticipates making significant
expenditures for the acquisition, development and maintenance of such
technologies in an effort to remain competitive and anticipates that such
expenditures will be necessary on an ongoing basis. Moreover, computer and
telecommunication technologies are evolving rapidly and are characterized by
short product life cycles, which requires the Company to anticipate
technological developments. There can be no assurance that the Company will be
successful in anticipating, managing or adopting such technological changes on a
timely basis or that the Company will have the cash necessary to acquire new
technologies or improve existing technologies. In addition, the Company's
business is highly dependent on its computer and telecommunications equipment
and software systems, the temporary or permanent loss of which, by physical
damage or operating malfunction, could have a material adverse effect on the
Company's business. Operating malfunctions in the software systems of financial
institutions, market makers and other parties might have an adverse affect on
the operations of the Company. The Company's business is materially dependent on
service provided by various local and long distance telephone companies. A
significant increase in the cost of telephone services that is not recoverable
through an increase in the price of the Company's services, or any significant
interruption in telephone services, could have a material adverse effect on the
Company.
Dependence on Continued Growth in Use of the Internet; Technological Change. The
Company's future success is substantially dependent upon continued growth in the
use of the Internet for banking and securities transactions. E-commerce over the
Internet, generally and online banking and securities trading, specifically, are
relatively new and predicting the extent of further growth, if any, in Internet
transactions is difficult. There can be no assurance that such forms of commerce
over the Internet will increase or that extensive e-commerce will continue to be
transacted over the Internet. The Internet may not prove to be a viable
commercial marketplace for a number of reasons, including lack of acceptable
security technologies, potentially inadequate development of the necessary
infrastructure, such as a reliable network backbone, or timely development and
commercialization of performance improvements, including high speed modems. In
addition, to the extent that the Internet continues to experience significant
growth in the number of users and level of use, there can be no assurance that
the Internet infrastructure will continue to be able to support the demands
placed upon it by such potential growth or that the performance or reliability
of the Internet will not be adversely affected by this continued growth. If use
of the Internet does not continue to grow, or if the Internet infrastructure
does not effectively support growth that may occur, the Company's business,
operating results and financial condition would be materially and adversely
affected. The market for Internet products and services is characterized by
rapid technological developments, evolving industry standards and customer
demands and frequent new product introductions and enhancements. For example, to
the extent that higher bandwidth Internet access becomes more widely available
through cable modems or other technologies, the Company may be required to make
significant changes to the design and content of its online properties in order
to compete effectively. Failure of the Company to effectively adapt to these or
any other technological developments could adversely affect the Company's
business, operating
11
<PAGE>
results and financial condition. Increasing the size of the Company's user base
for online banking and Internet securities transactions in the face of
significant and perhaps increasing, competition is critical to increasing the
Company's revenues. If the Company cannot increase the size of its user base it
may not be able to generate additional revenues, which could leave the Company
unable to maintain or grow its businesses. To increase its user base, the
Company must (i) expand and develop its services, (ii) comply with all
applicable banking and securities laws in the jurisdictions in which it does
business, (iii) develop brand recognition through advertising and syndication,
(iv) enhance its technology to improve the functionality of its websites and (v)
offer attractive electronic commerce opportunities to electronic commerce
sponsors and users. If the Company does not achieve these objectives to increase
its user base, its business could be harmed.
The Internet has experienced and is expected to continue to experience,
significant growth in number of users and amount of traffic. If the Internet
continues to experience increased numbers of users, frequency of use or
increased bandwidth requirements, the Internet infrastructure may not be able to
support these increased demands or perform reliably. The Internet has
experienced a variety of outages and other delays as a result of damage to
portions of its infrastructure and could face additional outages and delays in
the future. These outages and delays could reduce the level of Internet usage
and traffic on the Company's websites. In addition, the Internet could lose its
viability due to delays in the development or adoption of new standards and
protocols to handle increased levels of activity. If the Internet infrastructure
is not adequately developed or maintained, use of the Company's Internet
services may be reduced. Even if the Internet infrastructure is adequately
developed and maintained, the Company may incur substantial expenditures in
order to adapt its services and products to changing Internet technologies. Such
additional expenses could severely harm the Company's financial results.
The Company's systems may fail due to natural disasters, telecommunications
failures and other events, any of which would limit user traffic. Fire, floods,
earthquakes, power loss, telecommunications failures, break-ins and similar
events could damage the Company's communications hardware and computer hardware
operations for its websites and cause interruptions in services. Computer
viruses, electronic break-ins or other similar disruptive problems could cause
users to stop visiting the Company's websites and cause advertisers and sponsors
to terminate any agreements with the Company. If any of these circumstances
occurred, the Company's business could be harmed. The Company's insurance
policies, if any, may not adequately compensate it for any losses that may occur
due to any failures of or interruptions in the Company's systems. The Company
does not presently have a formal disaster recovery plan. The Company's websites
must accommodate a high volume of traffic and deliver frequently updated
information. The websites may experience slower response times or decreased
traffic for a variety of reasons. In addition, the Company's users will depend
on Internet service providers, online service providers and other website
operators for access to its websites. Many of these providers and operators will
have experienced significant outages in the past and could experience outages,
delays and other difficulties due to system failures unrelated to the Company's
systems. Any of these system failures could harm the Company's business.
Technological Factors. The market for the products and technology developed by
the Company is characterized by rapidly changing technology which could result
in product obsolescence or short product life
12
<PAGE>
cycles. These market characteristics are exacerbated by the emerging nature of
this market and the fact that many companies currently provide or are expected
to introduce products and services similar to those offered by the Company in
the near future. Similarly, the industry is characterized by continuous
development and introduction of new products and technology to replace outdated
products and technology. Accordingly, the ability of the Company to compete will
be dependent upon the ability of the Company to enhance and improve its products
and technology and provide new and innovative products and technology. There can
be no assurance that competitors will not develop technologies or products that
render the products and technology of the Company obsolete or less marketable.
The Company will be required to adapt to technological changes in the industry
and develop products and technology to satisfy evolving industry or customer
requirements, any of which could require the expenditure of significant funds
and resources and the Company does not have a source or commitment for any such
funds and resources. Development efforts relating to the technological aspects
of the various products and technologies to be developed by the Company are not
substantially completed. Accordingly, the Company will continue to refine and
improve those products and technologies. Continued refinement and improvement
efforts remain subject to the risks inherent in new product development,
including unanticipated technical or other problems which could result in
material delays in product commercialization or significantly increase costs. In
addition, there can be no assurance that those products and technologies will
prove to be sufficiently reliable or durable in wide spread commercial
application. The products or technologies to be developed by the Company will be
the result of significant research and development. Although management of the
Company believes that such research and development will proceed satisfactorily,
such research and development may contain a result in errors which become
apparent subsequent to significant and substantial commercial utilization. In
such case, the Company would be required to modify such products or technologies
and continue with additional research and development, which may delay the plans
of the Company and cause the Company to incur additional cost.
Government Regulation and Legal Uncertainties. As specified above, the Company
is and will continue to be, subject to governmental regulation and laws of
general application in the various governmental jurisdictions in which it
operates or has physical offices, as to all of which the Company believes it is
currently in material compliance. Any future modification of and the cost of
compliance with, these laws and regulations could have a material adverse effect
on the business, financial condition and results of operation of the Company.
The Company is or will be subject to various state, federal and foreign banking
and securities regulations and to other regulations applicable to businesses
generally. Additionally, laws regulating Internet banking and securities
transactions are directly applicable to the Company's proposed commerce on the
Internet. Due to the increasing popularity and use of the Internet, it is
possible that a number of additional laws and regulations may be adopted with
respect to the Internet, covering issues such as user privacy, pricing and
characteristics and quality of products and services. The European Union has
recently adopted privacy and copyright directives that may impose additional
burdens and costs on the Company's international operations. In addition,
several telecommunications carriers are seeking to have telecommunications over
the Internet regulated by the Federal Communications Commission ("FCC") in the
same manner as other telecommunications services. For example, America's
Carriers Telecommunications Association ("ACTA") has filed a petition with the
FCC for this purpose. In addition, because the growing popularity and use of the
Internet has burdened the existing telecommunications infrastructure and many
areas with high Internet use have begun to experience interruptions in phone
service, local telephone carriers, such as Pacific Bell, have petitioned the FCC
to regulate Internet Service Providers ("ISPs") in a manner similar to long
distance telephone carriers and to impose access fees on the ISPs. If either of
these petitions is granted, or the relief sought therein is otherwise granted,
the costs of communicating on the Internet could increase substantially,
potentially slowing the growth in use of the Internet, which could in turn
decrease the demand for the
13
<PAGE>
Company's services. A number of proposals have been made at the federal, state
and local level that would impose additional taxes on the sale of goods and
services through the Internet. Such proposals, if adopted, could substantially
impair the growth of electronic commerce and could adversely affect the
Company's opportunity to derive financial benefit from such activities. In
addition, a number of other countries have announced or are considering
additional regulation in many of the foregoing areas. Such laws and regulations
if enacted in the United States or abroad could fundamentally impair the
Company's ability to provide access to its Internet banking and securities
services, or substantially increase the cost of doing so, which would have a
material adverse effect on the Company's business, operating results and
financial condition. Moreover, the applicability to the Internet of the existing
laws governing issues such as property ownership, copyright and personal privacy
is uncertain and the Company may be subject to claims that its services violate
such laws. Any such new legislation or regulation in the United States or abroad
or the application of existing laws and regulations to the Internet could have a
material adverse effect on the Company's business, operating results and
financial condition.
Concerns About Transactional Security. Concerns about transactional security may
hinder the Company's electronic commerce strategy. A significant barrier to
electronic commerce is the secure transmission of confidential information over
public networks. Any breach in the Company's security could expose it to a risk
of loss, litigation and possible liability. The Company may rely on encryption
and authentication technology licensed from third parties to provide secure
transmission of confidential information. As a result of advances in computer
capabilities, new discoveries in the field of cryptography or other
developments, a compromise or breach of the algorithms the Company anticipates
using to protect customer transaction data may occur. A compromise of the
Company's security could severely harm its business. A party who is able to
circumvent the Company's security measures could misappropriate proprietary
information, including customer credit or other financial information, or cause
interruptions in the operation of the Company's websites. The Company may be
required to expend significant capital and other resources to protect against
the threat of security breaches or to alleviate problems caused by these
breaches. However, protection may not be available at a reasonable price or at
all. Concerns over the security of electronic commerce and the privacy of users
may also inhibit the growth of the Internet as a means of conducting commercial
transactions.
The Company anticipates utilizing the security protocol Secure Sockets Layer
("SSL"). SSL provides data encryption, server authentication and message
integrity verification. Information will be passed from a web server to an
Internet transactional server, which will have three-tiered architecture
providing a double firewall, ongoing penetration tests, the use of digital
signatures to ensure authentication and the housing of information databases on
a Microsoft SQL server, which implements Microsoft NT Security. The Company's
customers will be further insulated from security breaches by the Company's use
of two dedicated networks designed to handle specific functions. By placing all
of its business logic and event logging within the Internet banking server, the
Company will be able to incorporate new Internet security technologies as they
evolve. The Company also plans to use a security analyzer, which will monitor
login attempts in order to prevent unauthorized access to the system.
If the Company's security measures do not prevent security breaches, the Company
could suffer operating losses, damage to its reputation, litigation and possible
liability. Advances in computer capabilities, new discoveries in the field of
cryptography or other developments may result in a compromise or breach of the
Company's encryption and authentication technology and could enable an outside
party to steal proprietary information or interrupt the Company's operations. As
the Company relies upon encryption and authentication technology to provide
secure transmission of confidential information telecommunications. Frequent or
prolonged interruptions of these services could result in significant losses of
revenues. These types of occurrences could also cause users to perceive the
Company's products and services as not
14
<PAGE>
functioning properly and therefore cause them to use other methods to deliver
and receive information over the Internet.
The FDIC requires online banking services operating within its jurisdiction to
adopt and comply with mitigating security measures as specified in the FDIC's
Manual of Examination Policies for Electronic Banking ("manual"). Section 4.6 of
the Manual specifies that online banking services must implement physical and
system access controls, including on-site security, system passwords, firewalls,
encryption and intruder detection mechanisms. Online banking services must also
utilize authentication controls to preserve the integrity of the data, including
acknowledgment protocols, such as batch totaling, sequential numbering,
one-for-one checking against the control file, anti-virus software, offsite
backup and contingency planning for loss of power, earthquakes and system
failures. Online banking services must also use computerized logs, digital
signatures, edit checks and redundancy. The Company's implementation of these
security systems and protocols will require significant funds, which are not
presently available to the Company. The Company's failure to implement these
security systems and protocol would have an adverse affect on the Company's
operations and might lead to regulatory action by the FDIC.
Finally, the FDIC recognizes that online banking services may inadvertently be
in noncompliance with state and federal banking regulations as a result of
uncertainty over online banking regulations and the applicability of those rules
and regulations to particular online banking services. Therefore, the FDIC
requires online banking services to budget sufficient funds for legal reviews
and opinions regarding compliance with all applicable online banking rules and
regulations.
Risks Associated with International Operations and Expansion. A key part of the
Company's strategy is to promote and commercially exploit its services in
international markets, as the Internet is an international medium. There can be
no assurance that the Company will be able to successfully market and operate
its services in foreign markets. In addition to the uncertainty as to the
Company's ability to generate revenues from foreign operations and create an
international presence, there are certain risks inherent in doing business on an
international level, such as unexpected changes in regulatory requirements,
export restrictions, trade barriers, difficulties in staffing and managing
foreign operations, longer payment cycles, problems in collecting accounts
receivable, political instability, fluctuations in currency exchange rates,
software piracy, seasonal reductions in business activity in certain other parts
of the world and potentially adverse tax consequences, which could adversely
impact the success of the Company's international operations. There can be no
assurance that one or more of such factors will not have a material adverse
effect on the Company's potential future international operations and,
consequently, on the Company's business, operating results and financial
condition. In order to attract and retain a user base, the Company plans
significant expenditures on sales and marketing, content development, technology
and infrastructure. Many of these expenditures may be planned or committed in
advance and in anticipation of future revenues. If the Company's revenues in a
particular quarter are lower than it anticipates, it may be unable to reduce
spending in that quarter. As a result, any shortfall in revenues would likely
adversely affect the Company's quarterly operating results.
The Company may sell its services in currencies other than the United States
Dollar, which would make the management of currency fluctuations difficult and
expose the Company to risks in this regard. The Company's results of operations
are subject to fluctuations in the value of various currencies against the
United States Dollar. Although management will monitor the Company's exposure to
currency fluctuations, there can be no assurance that exchange rate fluctuations
will not have a material adverse effect on the Company's business, results of
operations or financial condition.
15
<PAGE>
Liquidity and Capital Resources. After payment of development and operating
expenses, the Company had cash resources of $4,430.00 at September 30, 1999. The
cash and equivalents constitute the Company's present internal sources of
liquidity. Because the Company is not presently generating any revenues, the
Company's only external source of liquidity is the sale of its capital stock.
The Company believes its present cash resources are not sufficient to develop
and commercially exploit its financial services websites. The Company is
therefore dependent upon raising additional capital if it is to successfully
implement its business plan. The Company's failure to raise significant
additional funds will have an adverse affect on the Company's business
operations.
Item 3. Description of Property
Property held by the Company. As of the dates specified in the following table,
the Company held the following property:
================================================================================
Property October 1, 1999
================================================================================
Cash and equivalents $4,430.00
- --------------------------------------------------------------------------------
Intellectual Property and Domain Names Unknown
- --------------------------------------------------------------------------------
The Company defines cash equivalents as all highly liquid investments with a
maturity of three months or less when purchased. The Company does not presently
own any interests in real estate, inventory or equipment.
Item 4. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners. Other than officers
and directors, there are no persons who are beneficial owners of 5% or more of
the Company's issued and outstanding common stock.
(b) Security Ownership of Management. The directors and principal executive
officers of the Company beneficially own, in the aggregate, 900,000 shares of
the Company's common stock, or approximately 10.6% of the issued and outstanding
shares, as set forth on the following table:
<TABLE>
<CAPTION>
===========================================================================================================================
Title of Class Name and Address of Amount and Nature of Percent of Class
Beneficial Owner Beneficial Owner
===========================================================================================================================
<S> <C> <C> <C>
Common Stock Robert C. Lockwood 900,000 shares.
12746 Campbell Place (Mr. Lockwood is President and
Surrey, British Columbia, a director of the Company) 10.6%
Canada V3V 6C8
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock All officers and directors as
a group 900,000 10.6%
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Robert E. Gove, Secretary and a director of the Company, is currently
negotiating with an existing shareholder to acquire up to 100,000 shares of the
Company's $.001 par value common stock. As of the filing date of this
registration statement, this proposed acquisition has not been consummated.
Changes in Control. Management of the Company is not aware of any arrangements
which may result in "changes in control" as that term is defined by the
provisions of Item 403(c) of Regulation S-B.
16
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons
The directors and principal executive officers of the Company are as specified
on the following table:
================================================================================
Name Age Position
================================================================================
Robert C. Lockwood 39 President, Treasurer and Director
- --------------------------------------------------------------------------------
Robert E. Gove 73 Secretary and Director
- --------------------------------------------------------------------------------
James Davis 57 Director
- --------------------------------------------------------------------------------
Robert C. Lockwood is the President and a director of the Company. From 1980 to
1985 Mr. Lockwood was the owner of Squeeky Clean window washing in the province
of Ontario, Canada. From 1985 to 1990, Mr. Lockwood was the owner of Garfield's
Snack Bar & Grill in Vancouver, British Columbia, Canada. From 1990 to 1995 Mr.
Lockwood was the owner of Garfield's Snack Bar & Grill located in Kamlope,
British Columbia, Canada. From 1995 to the present Mr. Lockwood has been the
owner and operator of Dream Development & Landscape, located in Surrey, British
Columbia, Canada.
Robert E. Gove is the Secretary and a director of the Company. Mr. Gove is
currently the President and a co-founder of Corporate Management Associates,
Inc., a corporation organized pursuant to the laws of Nevada in 1991 ("CMAI").
CMAI is a consulting firm specializing in strategic corporate planning with an
emphasis in finance and accounting. From 1949 to the present, Mr. Gove has
gained significant corporate experience in a variety of industries where he
worked as an officer, director, manager and senior staff member for such
companies as Hughes Aircraft, General Motors, Chrysler Corporation, Hughes
Helicopter, Ford Motor Company and Catalina Air Lines. Mr. Gove received a
Bachelor of Sciences degree in Finance, with a minor in Engineering, from
Northwestern University and a Masters of Business Administration from the
University of Southern California. In addition, Mr. Gove has completed the
advanced management programs at Claremont University, University of San Diego
and University of Southern California. Mr. Gove has served on the business and
accounting school advisory council at several junior colleges in addition to
serving as a member of advisory groups for advanced management programs. Mr.
Gove is an active member and held director and officer positions at all levels
with the local, regional and national Institute of Management Accountants.
James Davis, 57, is a director of the Company. Mr. Davis received a Bachelor of
Sciences degree in 1964 and a Bachelor of Arts degree in Communications in 1966
from St. Dunstans University in Canada. In 1970, Mr. Davis was designated a
Certified General Accountant. Mr. Davis worked for Revenue Canada as a tax
auditor from 1966 to 1975. From 1975 to 1991, Mr. Davis was a self-employed
business consultant. Mr. Davis spent several years with the government of the
Northwest Territories and spent the past 15 years with the Canada Department of
Indian and Northern Development as an auditor. Mr. Davis retired from government
work in late 1996.
There is no family relationship between any of the officers and directors of the
Company. Other than the officers, there are no significant employees expected by
the Company to make a significant contribution to the business of the Company.
17
<PAGE>
There are no orders, judgments or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any officer or director of the Company from engaging in or
continuing any conduct, practice or employment in connection with the purchase
or sale of securities, or convicting such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are any officer or director of the Company so enjoined.
Item 6. Executive Compensation - Remuneration of Directors and Officers.
Specified below, in tabular form, is the aggregate annual remuneration of the
Company's Chief Executive Officer and the four (4) most highly compensated
executive officers other than the Chief Executive Officer who were serving as
executive officers at the end of the Company's last completed fiscal year.
=============================================================================
Name of individual or Capacities in which Aggregate
Identity of Group remuneration was received remuneration
-----------------------------------------------------------------------------
None(1) None None
-----------------------------------------------------------------------------
There was no compensation paid to any executive officer of the Company during
the Company's last completed fiscal year.
Item 7. Certain Relationships and Related Transactions
Compensation to Officers and Directors of the Company. In January 1999 and prior
to Robert C. Lockwood's appointment as the President and a director of the
Company, the Company paid Mr. Lockwood $94,000.00 for consulting services
rendered to the Company. In addition, during the year 1999, the Company
reimbursed Robert E. Gove, the Secretary and a director of the Company,
approximately $285.00 for out-of-pocket expenses incurred on behalf of the
Company. As of December 31, 1997 and with the exception of the two payments
disclosed supra, no compensation has been paid or accrued to any of the officers
or directors of the Company.
Related Party Transactions. In July 1998, Mark J. Bryn, Esq., the Company's
incorporator and initial promoter, transferred 900,000 shares of his common
stock pursuant to a private transaction to Robert L. Lockwood, the President and
a director of the Company. See "Transactions with Promoters." In addition, Karl
J. Harz was the Company's President, Secretary, Treasurer and sole director from
January 1999 to April 1999. In September 1999, the Company paid Mr. Harz
$1,000.00 for consulting services regarding general corporate matters.
Stock Option Plans. The Board of Directors of the Company anticipates adopting a
stock option plan ("Stock Option Plan"). Pursuant to the provisions of the
proposed Stock Option Plan, 1,000,000 shares of the Company's common stock will
be reserved for issuance upon exercise of options. The Stock Option Plan will be
designed to retain qualified and competent officers, employees and directors of
the Company. The Company's Board of Directors, or a committee thereof, shall
administer the Stock Option Plan and will be authorized, in its sole and
absolute discretion, to grant options thereunder to all eligible employees of
the
- --------
(1)The officers and directors of the Company received no direct
compensation from the Company during the Company's most recent fiscal year. The
officers and directors of the Company are reimbursed for expenses incurred on
behalf of the Company.
18
<PAGE>
Company, including officers and directors (whether or not employees) of the
Company. Options will be granted pursuant to the provisions of the Stock Option
Plan on such terms and at such prices as determined by the Company's Board of
Directors. Options granted pursuant to the Stock Option Plan will be exercisable
after the period specified in the option agreement. Options granted pursuant to
the Stock Option Plan will not exercisable after the expiration of ten years
from the date of grant. The Stock Option Plan will also authorize the Company to
make loans to optionees to enable them to exercise their options. At present, no
options have been granted.
Transactions with Promoters. The Company issued 975,000 shares of common stock
to Mark J. Bryn, Esq., the incorporator and initial promoter of the Company, as
compensation for his management and organizational services provided to the
Company. In July 1998, Mr. Bryn transferred 900,000 shares to Robert C.
Lockwood, the President and a director of the Company. As of the date of this
registration statement, Mr. Bryn owns 75,000 shares of the common stock of the
Company.
Item 8. Legal Proceedings
There are no legal actions pending against the Company, to management's
knowledge, nor are any such legal actions contemplated.
Item 9. Market For Common Equity and Related Stockholder Matters
The Company participates in the OTC Bulletin Board, an electronic quotation
medium for securities traded outside of the Nasdaq Stock Market and prices for
the Company's common stock are published on the OTC Bulletin Board under the
trading symbol "EBUX". This market is extremely limited and the prices quoted
are not a reliable indication of the value of the Company's common stock. Over
the last 52 weeks, the Company's common stock had a low bid price of $1.25 per
share and a high bid price of $2.88 per share. The bid price is currently
approximately $1.75 per share.
The Company is authorized to issue 50,000,000 shares of $.001 par value common
stock. The Company has not authorized any preferred stock.
The Company currently has 8,500,000 shares of its common stock issued and
outstanding. The Company's issued and outstanding stock is held by ten (10)
holders, who hold, in the aggregate, 52 certificates evidencing ownership of the
Company's common stock. Eight (8) of the stockholders hold individual
certificates of the Company's common stock and two (2) stockholders hold
multiple certificates of the Company's common stock. Cede & Company in New York
holds 15 certificates representing 1,519,00 shares of the Company's common stock
and Laiy Limited in Nassau, Bahamas holds 31 certificates representing 6,000,000
shares of the Company's common stock.
Item 10. Recent Sales of Unregistered Securities
There have been sales of unregistered securities within the last three (3) years
which would be required to be disclosed pursuant to Item 701 of Regulation S-B,
except for the following:
On or about December 30, 1998, the Company sold 2,500,000 units of ownership
interest in the Company for $.05 per unit. Each unit consisted of one (1) share
of $.001 par value common stock and two (2)share purchase warrants, each such
warrant entitling the holder to purchase one (1) additional common share at any
time on or before one (1) year from the date of unit purchase at an exercise
price of $0.175 per share. On or about January 17, 1999, the Company's Board of
Directors adopted a resolution reducing the warrant exercise
19
<PAGE>
price to $0.005 per share. All of those warrants were exercised during the
period January 20, 1999, through and including February 14, 1999.
Item 11. Description of Securities
The Company is authorized to issue 50,000,000 shares of $.001 par value
common stock, each share of common stock having equal rights and preferences,
including voting privileges. As of October 1, 1999, 8,500,000 shares of the
Company's common stock were issued and outstanding. The Company has not
authorized any preferred stock.
The shares of $.001 par value common stock of the Company constitute equity
interests in the Company entitling each shareholder to voting rights as provided
in Section 607.097 of the Florida General Corporation Act ("FGCA"), dividends as
provided in Section 607.137 of the FGCA, and other privileges pursuant to the
FGCA.
Item 12. Indemnification of Directors and Officers
Article X of the Company's Articles of Incorporation, as filed on January
4, 1998 by the Company when it was named American Financial Services, provides
". . . no director or officer of the Corporation shall be personally liable to
the Corporation or its shareholders for damages for breach of any duty owed to
the Corporation or its shareholders. In addition, the Corporation shall have the
power, in its By-Laws or in any resolution of its stockholders or directors, to
undertake to indemnify the officers and directors of this corporation against
any contingency or peril as may be determined to be in the best interests of
this corporation". As of the date of this registration statement, the Company
has not adopted By-Laws.
The Company will enter into indemnification agreements with each of its
executive officers and directors pursuant to which the Company agrees to
indemnify each such person for all expenses and liabilities, including criminal
monetary judgments, penalties and fines, incurred by such person in connection
with any criminal or civil action brought or threatened against such person by
reason of such person being or having been an officer, director, employee or
agent of the Company. Pursuant to Section 607.014 of the FGCA, in order to be
entitled to indemnification by the Company, such person must have acted in good
faith and in a manner such person believed to be in the best interests of the
Company and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR
LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO PUBLIC
POLICY AND, THEREFORE, UNENFORCEABLE.
Item 13. Financial Statements.
Copies of the financial statements specified in Regulation 228.310 (Item
310) are filed with this registration statement, Form 10-SB (see Item 15 below).
20
<PAGE>
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There have been no disagreements with the Company's accountants since the
formation of the Company as required to be disclosed pursuant to Item 304 of
Regulation S-B. The Company's initial accountant was Barry L. Friedman, P.C. in
Las Vegas, Nevada. Since Mr. Friedman exclusively represents non-active
corporations, the Company has retained Schvaneveldt, C.P.A. & Company in Salt
Lake City, Utah.
Item 15. Financial Statements and Exhibits
<TABLE>
<CAPTION>
(a) Index to Financial Statements. Page
- ---------------------------------- ----
<S> <C>
Independent Auditors Report F-1
Balance Sheets for the period Ending September 30, 1999 (unaudited) F-2
and December 31, 1998 and 1997 (audited)
Statements of Operations as accumulated from July 17, 1992 to F-3
September 30. 1998 (unaudited) and the years ended
December 31, 1998 and 1997 (audited)
Statement of Stockholders' Equity from July 17, 1992 to F-4
September 30, 1998
Statements of Cash Flows as accumulated from July 17, 1992 F-5
(unaudited) adn for the periods January 1, 1999 and 1998 to
September 30, 1999 and 1998 (unaudited) and for the years
ended December 31, 1998 and 1997 (audited)
Notes to Financial Statements F-6 through F-9
</TABLE>
(b) Index to Exhibits.
Copies of the following documents are filed with this registration statement,
Form 10-SB as exhibits:
Index to Exhibits Page
- ----------------- ----
3.1 Articles of Incorporation dated July 17, 1992 E-1 through E-4
(Charter document)
3.2 Reinstatement of Corporation dated June 4, 1998 E-5 through E-6
(Charter document)
3.3 Articles of Amendment to Articles of E-7 through E-10
Incorporation dated June 4, 1998
(Charter document)
3.4 Articles of Amendment to E-11 through E-12
Articles of Incorporation dated October 26, 1998
(Charter document)
3.5 Articles of Amendment to Articles E-13 through E-14
of Incorporation dated January 11, 1999
(Charter document)
21
<PAGE>
3.6 Articles of Amendment to Articles E-15 through E-16
of Incorporation dated April 1, 1999
(Charter document)
10 Letter of Intent E-17 through E-19
Dated May 7, 1999
11 Statement of Computation of (to be filed by amendment)
Per Share Earnings
23 Consent of Auditor E-20
22
<PAGE>
SIGNATURES
In accordance with the provisions of Section 12 of the Securities Exchange
Act of 1934, NETWORTHUSA.COM, INC. has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Surrey, British Columbia, Canada, on October 4, 1999.
NETWORTHUSA.COM, INC.
a Florida corporation
By: /s/ Robert C. Lockwood
-----------------------
Its: President
23
<PAGE>
Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
(801) 521-2392
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
Board of Directors
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of NETWORTHUSA.Com., Inc. (a
development stage company), as of December 31, 1998 and 1997, and the related
statements of operations, stockholders' equity, and cash flows for the years
ended December 31, 1998 and 1997. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of NETWORTHUSA.Com., Inc., (a
development stage company), as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years ended December 31, 1998 and
1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has no operating capital or
operation from which to obtain operating capital. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also discussed in Note #5. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
October 6, 1999
F-1
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Balance Sheets
September 30, 1999 (Unaudited) December 31, 1998 and 1997
(Unaudited)
September December December
30, 1999 31, 1998 31, 1997
-------- -------- --------
Assets
Current Assets
Cash $ 4,430 $ 124,990 $ 0
--------- --------- ---------
Total Assets $ 4,430 $ 124,990 $ 0
========= ========= =========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 2,843 $ 124,615 $ -0-
Loan Payable - Shareholder 5,000 -0- -0-
--------- --------- ---------
Total Current Liabilities 7,843 124,615 -0-
Stockholders' Equity
Common Stock; 50,000,000 Shares
Authorized at $0.001 Par Value;
8,500,000; 3,500,000 Shares
& 1,000,000 Shares Issued &
Outstanding Retroactively Restated 8,500 3,500 1,000
Paid In Capital 139,825 119,825 1,500
Deficit Accumulated in the
Development Stage (151,738) (122,950) (2,500)
--------- --------- ---------
Total Stockholders' Equity (3,413) 375 -0-
--------- --------- ---------
Total Liabilities &
Stockholders' Equity $ 4,430 $ 124,990 $ -0-
========= ========= =========
The accompanying notes are an integral part of these financial statements
F-2
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Statements of Operations
Accumulated from July 17, 1992 (Inception) to September
30, 1999 (Unaudited) for the Periods January 1, 1999 and 1998
to September 30, 1999 and 1998 (Unaudited)
for the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
January1, January 1, Year Year
1999 to 1998 to Ended Ended
September September December December
Accumulated 30, 1999 30, 1998 31, 1998 31, 1997
----------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Revenues $ -0- $ -0- $ -0- $ -0- $ -0-
Expenses
Consulting Services 107,500 13,500 -0- 94,000 -0-
Legal Fees 26,200 6,200 -0- 20,000 -0-
General & Administrative 18,038 9,088 -0- 6,450 -0-
----------- ----------- ----------- ----------- -----------
Total Expenses 151,738 28,788 -0- 120,450 -0-
----------- ----------- ----------- ----------- -----------
Net Loss ($ 151,738) ($ 28,788) $ -0- ($ 120,450) $ -0-
=========== =========== =========== =========== ===========
Loss Per Share ($ .00) $ -0- ($ .10) $ -0-
Weighted Average
Shares Outstanding 7,388,888 1,000,000 1,208,000 1,000,000
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From July 17, 1992 (Inception) to September 30, 1999
<TABLE>
<CAPTION>
Common Stock Paid In Accumulated
Shares Amount Capital Deficit
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance, July 17, 1992 (Inception) -0- $ -0- $ -0- $ -0-
Shares Issued for Services
Retroactively Restated 1,000,000 1,000 1,500
Loss for Year Ended
December 31, 1992 (2,500)
--------------------------------------------------------------------
Balance, December 31, 1992 1,000,000 1,000 1,500 (2,500)
No Activity from January 1, 1993
to January 1, 1998
Shares Issued for Cash at
$0.05 Per Share 2,500,000 2,500 122,500
Cost of Shares Sold (5,675)
Contributed Capital 1,500
Loss for Year Ended
December 31, 1998 (120,450)
--------------------------------------------------------------------
Balance, December 31, 1998 3,500,000 3,500 119,825 (122,950)
Shares Issued for Cash at
$0.005 Per Share 5,000,000 5,000 20,000
Loss for Period Ended
September 30, 1999 (28,788)
--------------------------------------------------------------------
Balance, September 30, 1999 8,500,000 $ 8,500 $ 139,825 ($ 151,738)
====================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Statements of Cash Flows
Accumulated from July 17, 1992 (Inception)
to September 30, 1999 & 1998 (Unaudited)
and for the Periods January 1, 1999 & 1998
to September 30, 1999 & 1998 (Unaudited)
and for the Years Ended December 31, 1998 and 1997
<TABLE>
<CAPTION>
January 1, January 1,
1999 to 1998 to Year Ended Year Ended
September September December December
Accumulated 30, 1999 30, 1998 31, 1998 31, 1997
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Cash Flows from Operating Activities
Net Loss ($151,738) ($ 28,788) $ -0- ($120,450) $ -0-
Non Cash Expenses 2,500 -0- -0- 0 -0-
(Decrease) Increase in Operating
Liabilities;
Accounts Payable 2,843 (121,772) -0- 124,615 -0-
------------ ------------- ------------- ------------- -------------
Net Cash Provided (Used)
by Operating Activities (146,395) (150,560) -0- 4,165 -0-
Cash Flows from Investing Activities -0- -0- -0- -0- -0-
Cash Flows from Financing Activities
Loans from Shareholders 5,000 5,000 -0- -0- -0-
Cash from Sale of Common Shares 144,325 25,000 -0- 119,325 -0-
Cash Contributed by Shareholders 1,500 0 -0- 1,500 -0-
------------- ------------- ------------- ------------- -------------
Net Cash Provided by
Financing Activities 150,825 30,000 -0- 120,825 -0-
------------- ------------- ------------- ------------- -------------
Net Increase (Decrease) in
Cash 4,430 (120,560) -0- 124,990 -0-
Cash at Beginning of Period -0- 124,990 -0- -0- -0-
------------- ------------- ------------- ------------- -------------
Cash at End of Period $ 4,430 $ 4,430 $ -0- $ 124,990 $ -0-
============= ============= ============= ============= =============
Disclosure from Operating Activities
Interest Expense $ -0- $ -0- $ -0- $ -0- $ -0-
Taxes -0- -0- -0- -0- -0-
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
The Company was organized on July 17, 1992 under the laws of the state of
Florida, as American Financial Seminars, Inc. On October 26, 1998, the Company
filed an Amendment to the Articles of Incorporation changing its name to
Environmental Oil Technologies, Inc. On January 11, 1999, the Articles of
Incorporation were amended changing its name to American Industrial Minerals
Group, Inc. On April 1, 1999, Articles of Amendment were filed changing the name
to NETWORTHUSA.Com., Inc.
The Company is currently considered to be a development stage company.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be computed
by including contingently issuable shares with the weighted average shares
outstanding during the period. When inclusion of the contingently issuable
shares would have an antidilutive effect upon earnings per share no diluted
earnings per share shall be presented.
E. Inventories: Inventories are stated at the lower of cost, determined by the
FIFO method or market.
F. Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is amortized over the lesser of the length of the lease of the
related assets of the estimated lives of the assets. Depreciation and
amortization is computed on the straight line method.
G. Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
H. New Technical Pronouncements;
In February 1997, SFAS No. 129, "Disclosure of Information about Capital
Structure" was issued effective for periods ending after December 15, 1997.
The Company has adopted the disclosure provisions of SFAS No. 129 effective
with the fiscal year ended December 31, 1998.
F-6
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #2 - Significant Accounting Policies -Continued-
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued
effective for fiscal years beginning after December 31, 1997, with earlier
application permitted. The Company has elected to adopt SFAS No. 130
effective with the fiscal year ended December 31, 1998. Adoption of SFAS
No. 130 is not expected to have a material impact on the Company's
financial statements.
In June 1997, SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information" was issued for fiscal year beginning after
December 31, 1997, with earlier application permitted. The Company has
elected to adopt SFAS No. 131, effective with the fiscal years ended
December 31, 1998. Adoption of SFAS No. 131 is not expected to have a
material impact on the Company's financial statements.
NOTE #3 - Income Taxes
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carryforwards an evaluation allowance has been made to the extent of any tax
benefit that net operating losses may generate.
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal revenue Codes are met. These losses are
as follows:
<TABLE>
<CAPTION>
Year of Loss Amount Expiration Date
----------------------------------------------------------------
<S> <C> <C> <C>
1992 $ 2,500 2012
1993 -0- 2013
1994 -0- 2014
1995 -0- 2015
1996 -0- 2016
1997 -0- 2017
1998 120,450 2018
1998
Current Tax Asset Value of Net Operating Loss Carryforwards ---------
at Current Prevailing Federal Tax Rate $ 41,802
Evaluation Allowance ( 41,802)
---------
Net Tax Asset $ -0-
=========
Current Income Tax Expense $ -0-
Deferred Income Tax Benefit -0-
</TABLE>
F-7
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - Stockholders' Equity
Common Stock;
The Company currently has 50,000,000 shares of common stock, with a par
value of $0.001 authorized.
Non Cash Financing Activities;
In 1992, the Company issued 1,000,000 shares for services valued at $2,500.
Stock Split;
Pursuant to actions of the Sole Director taken on June 1, 1998 the 1,000
issued and outstanding shares of the Company were split on a 1,000 for 1
basis. Retroactive restatement of the issued shares have been made on the
balance sheets, statement of stockholders' equity, and in the computation
of earnings (loss) per share.
Issuance of Common Shares for Cash;
On December 30, 1998, the Company issued in a Private Placement under Reg
D.-Rule 504, 2,500,000 shares of its common stock at a unit price of $0.05
per unit (see common stock warrants below). The Company realized gross
proceeds from the sale of the shares of $125,000. From the gross proceeds
the Company paid $5,675 in legal fees incidental to the issuance of the
shares.
Common Stock Warrants;
The shares of common stock issued on December 30, 1998, were issued at a
unit price of $0.05. Included in the unit were stock warrants for 5,000,000
shares at an exercise price of $0.175 per share. The warrants entitle the
holder to purchase one additional share of common stock for each warrant
held at any time on or before one year from the date of acquisition of the
units by the purchaser.
Contributed Capital;
On June 1, 1998, the Company was reinstated in the state of Florida. The
Sole Director, an Officer of the Company paid $1,500 in costs, fees and
delinquencies to accomplish the reinstatement. The Company issued no shares
as compensation and will make no reimbursement to the Director/Officer for
the cost of reinstatement.
F-8
<PAGE>
NETWORTHUSA.Com., Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #5 - Going Concern
The Company's financial statements are prepared using the generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company has little uncommitted cash and has experienced
losses from inception. Without realization of additional adequate financing, it
would be unlikely for the Company to pursue and realize its objectives. The
Company intends to seek a merger with an existing operating company. In the
interim an Officer of the Company has committed to meeting its operating
expenses.
NOTE #6 - Subsequent Events
In January 1999, the Company acquired certain mineral rights in British
Columbia, Canada, for the issuance of 25,000,000 shares of common stock. The
Company also acquired, under license agreement, additional adjoining mineral
rights for net profit royalties and development expenditures.
In March 1999, the Company canceled the acquisition of the mineral rights for
the return and cancellation of the 25,000,000 shares of common stock and no
obligations or liabilities for the cancellation. The Company also canceled all
of the other mineral rights license agreements with no liabilities or
obligations.
The Company has signed a Letter of Intent, with Kenil International Limited
(Kenil) to facilitate its entry into the business of Offshore Electronic
Banking, Kenil will act as consultant and provide technical support to the
Company in this new endeavor.
F-9
State of Florida
[LOGO]
Department of State
I certify the attached is a true and correct copy of the Articles of
Incorporation of AMERICAN FINANCIAL SEMINARS, INC., a Florida corporation, filed
on July 17, 1992, as shown by the records of this office.
I further certify the document was electronically received under FAX audit
number H92000003912. This certificate issued in accordance with section 15.16,
Florida Statutes, and authenticated by the code noted below.
The document number of this corporation is V51311.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Seventeenth day of July, 1992.
Authentication 92A000060004-7/17/92-V51311-01/02
[SEAL] /s/ Jim Smith
Jim Smith
Secretary of State
E-1
<PAGE>
ARTICLES OF INCORPORATION
of
AMERICAN FINANCIAL SEMINARS, INC.
The undersigned, acting as Incorporator of a corporation under the Florida
General Corporation Act, adopts the following Articles of Incorporation:
ARTICLE I
The name of the corporation is AMERICAN FINANCIAL SEMINARS, INC.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The date and time of the commencement of the corporate existence shall be
the date of the filing of these Articles by the Department of State for the
State of Florida.
ARTICLE IV
The purpose or purposes for which the corporation is organized is to engage
in the transaction of any or all lawful business for which the corporation may
be incorporated under the provisions of the Florida General Corporation Act of
the State of Florida.
ARTICLE V
The aggregate number shares which the corporation shall have authority to
issue is One Thousand (1,000) shares of capital stock, $1.00 par value per
share, which capital stock is designated as Common Stock.
ARTICLE VI
The number of directors constituting the initial Board of Directors of the
corporation shall be one (1). The number of directors may be increased or
diminished from time to time by a vote of the shareholders, but shall never be
less than one (1). The name and address of the initial incorporator who will
serve as director until the first annual meeting of shareholders or until
successors are
Prepared By;
Mark J. Bryn, Esq.
Fla. Bar #321842
E-2
<PAGE>
duly elected is:
Mark J. Bryn
444 Brickell Avenue, Suite #750
Miami, Florida 33131
ARTICLE VII
The initial by-laws of the corporation shall be adopted by the directors.
Thereafter, by-laws of the corporation may be adopted, altered, amended or
repealed from time to time only by the shareholders of the corporation.
ARTICLE VIII
The principal place of business and mailing address of this corporation is:
444 Brickell Avenue, Suite #750
Miami, Florida 33131
EXECUTED at Miami, Florida, this 16th day of July, 1992.
/s/ Mark Bryn
----------------------------
Mark Bryn, Incorporator
STATE OF FLORIDA )
:ss
COUNTY OF DADE )
BE IT KNOWN that on the 16 day of July, 1992, before me, a Notary Public in
the State of Florida, County of Dade, personally came and appeared Mark J. Bryn,
who is personally known to me, or who by producing Driver's License as
identification, has been shown to be the person described in and who executed
the foregoing Articles of Incorporation and he acknowledged before me that he
executed the same for the purposes therein expressed as his free act and deed.
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed my
seal of office the day and year last above written.
/s/ [ILLEGIBLE]
----------------------------
Notary Public State of
Florida at Large
[NOTARY STAMP]
My Commission expires: GILDA DE ARMAS
NOTARY PUBLIC STATE OF FLORIDA
/s/ Gilda De Armas My Commission Exp. Mar. 24, 1995
- ---------------------- Commission No. [ILLEGIBLE]
[ILLEGIBLE] Bonded thru General Insurance [ILLEGIBLE]
Driver's License
- ----------------------
|X| [ILLEGIBLE]
|_| [ILLEGIBLE]
Prepared By:
Mark J. Bryn, Esq.
Fla. Bar #321842
E-3
<PAGE>
CERTIFICATE DESIGNING RESIDENT AGENT
AND REGISTERED OFFICE
In accordance with Section 48.091, Florida Statutes, the following
designation and acceptance is submitted in compliance thereof:
AMERICAN FINANCIAL SEMINARS, INC. desiring to
organize under the laws of the State of
Florida, hereby designates Mark J. Bryn as
its registered agent and 444 Brickell Avenue,
Suite #750, Miami, Florida 33131, as its
registered office.
ACCEPTANCE
Having been named as Registered Agent for the above-named corporation, I
hereby agree to act in such capacity for such corporation at its registered
office.
/s/ Mark J. Bryn
-----------------------
Mark J. Bryn
Prepared By:
Mark J. Bryn, Esq.
Fla. Bar #321842
E-4
[SEAL]
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
June 4, 1998
AMERICAN FINANCIAL SEMINARS, INC.
TWO SOUTH BISCAYNE BLVD.
SUITE 3599
MIAMI, FL. 33131
Re: Document Number V51311
This will acknowledge your reinstatement for AMERICAN FINANCIAL SEMINARS, INC.,
a Florida Corporation, which was filed on June 4, 1998.
Should you have any questions regarding this matter, please telephone (850)
487-6059
Tyrone Scott
Document Specialist
Division of Corporations Letter Number: 798A00031550
Division of Corporations -- P.O. BOX 6327 -- Tallahassee, Florida 32314
E-5
<PAGE>
- --------------------------------------------------------------------------------
[STAMP]
DO NOT WRITE IN THIS SPACE
- --------------------------------------------------------------------------------
APPLICATION FOR REINSTATEMENT
[SEAL]
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
- --------------------------------------------------------------------------------
DOCUMENT #V51311
1. Corporation Name
AMERICAN FINANCIAL SEMINARS, INC.
- --------------------------------------------------------------------------------
Principal Place of Business Mailing Address
Two South Biscayne Blvd.
Suite 3599
Miami, FL 33131
If above addressee are incorrect in any way, line through incorrect information
and enter correction below.
- --------------------------------------------------------------------------------
2. New Principal Office Address, If Applicable
Two S. Biscayne Blvd.
Suite 3599
Miami, FL
33131
- --------------------------------------------------------------------------------
3. New Mailing Address, If Applicable
- --------------------------------------------------------------------------------
4. Date Incorporated or Qualified To Do Business in Florida
7/17/92
- --------------------------------------------------------------------------------
5. FEI Number _X_ Applied For
___ Not Applicable
- --------------------------------------------------------------------------------
6. CERTIFICATE OF STATUS DESIRED |_| $8.75 Additional Fee required
for a Certificate of Status
================================================================================
7. Names and Street Addresses of Each Officer and/or Director
(Florida nonprofit corporations must list at least 3 directors)
- --------------------------------------------------------------------------------
Title(s) Name of Officers Street Address of Each City/State/Zip
and/or Directors Officer and/or Director
(Do NOT Use Post Office Box Numbers)
1 2 3 4
- --------------------------------------------------------------------------------
P/D Mark J. Bryn Two S. Biscayne Blvd. Miami, FL 33131
Suite 3599
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
8. Name and Address of Current Registered Agent
Mark J. Bryn,
One Biscayne Tower, Suite 3599
Two South Biscayne Blvd.
Miami, Fl 33131
- --------------------------------------------------------------------------------
9. Name and address of New Registered Agent
- --------------------------------------------------------------------------------
10. I, being appointed the registered agent of the above named corporation, am
familiar with and accept the obligations of Section 607.0505, F.S.
Signature of Registered Agent /s/ Mark J. Bryn Date June 3, 1998
--------------------
- --------------------------------------------------------------------------------
11. Does this corporation pay any intangible tax to the Dept. of Revenue under
S. 199.032, Florida Statutes. |_| Yes |_| No
(See other side for information on intangible tax.)
- --------------------------------------------------------------------------------
12. I do hereby certify that the information supplied with this filing is
voluntarily furnished and does not qualify for the exemption stated in
Section 119.07(3)(k), Florida Statutes. I release the Division of
Corporations form any liability of non-compliance with Section 119.07(3)(k)
in the event that the information supplied is deemed exempt form public
access. I certify that I am an officer or director or the receiver or
trustee empowered to execute this application as provided for in chapter
607 or 617, F.S. I further certify that when filing this reinstatement
application the reason for dissolution has been eliminated, the corporate
name satisfies the requirements of section 607.0401 or 617.0401, F.S., and
that all fees owed by the corporation have been paid. The information
indicated on this application is true and accurate, and my signature shall
have the same legal effect as if made under oath.
SIGNATURE: /s/ Mark J. Bryn Mark J. Bryn, Pres. June 3, 1998 (305) 374-0501
- --------------------------------------------------------------------------------
SIGNATURE AND TYPED OR PRINTED NAME Date Daytime Phone #
OF SIGNING OFFICER OR DIRECTOR
- --------------------------------------------------------------------------------
E-6
[SEAL]
FLORIDA DEPARTMENT OF STATE
Sandra B. Mortham
Secretary of State
June 5, 1998
CAPITAL CONNECTION, INC.
TALLAHASSEE, FL
Re: Document Number V51311
The Articles of Amendment to the Articles of Incorporation of AMERICAN FINANCIAL
SEMINARS, INC., a Florida corporation, were filed on June 4, 1998.
Should you have any questions regarding this matter, please telephone (850)
487-6050, the Amendment Filing Section.
Joy Moon-French
Corporate Specialist
Division of Corporations Letter Number: 498A00031758
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
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FILED
98 JUN-4 PM 4:19
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT TO
AMERICAN FINANCIAL SEMINARS, INC.
THE UNDERSIGNED, being the sole director and president of be American
Financial Seminars, Inc., does hereby amend its Articles of Incorporation as
follows:
ARTICLE I
CORPORATE NAME
The name of the Corporation shall be American Financial Seminars, Inc.
ARTICLE II
PURPOSE
The Corporation shall be organized for any and all purposes authorized
under the laws of the state of Florida.
ARTICLE III
PERIOD OF EXISTENCE
The period during which the Corporation shall continue is perpetual.
ARTICLE IV
SHARES
The capital stock of this corporation shall consist of 25,000,000 shares of
common stock, $.00l par value.
ARTICLE V
PLACE OF BUSINESS
The address of the principal place of business of this corporation in the
State of Florida shall be One Biscayne Tower, Suite 3599, Miami, FL 33131. The
Board of Directors may at any time and from time to time move the principal
office of this corporation.
ARTICLE VI
DIRECTORS AND OFFICERS
The business of this corporation shall be managed by its Board of
Directors. The number of such directors shall be not be less than one (1) and,
subject to such minimum may be increased or decreased from time to time in the
manner provided in the By-Laws.
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ARTICLE VII
DENIAL OF PREEMPTIVE RIGHTS
No shareholder shall have any right to acquire shares or other securities
of the Corporation except to the extent such right may be granted by an
amendment to these Articles of Incorporation or by a resolution of the board of
Directors.
ARTICLE VIII
AMENDMENT OF BYLAWS
Anything in these Articles of Incorporation, the Bylaws, or the Florida
Corporation Act notwithstanding, bylaws shall not be adopted, modified, amended
or repealed by the shareholders of the Corporation except upon the affirmative
vote of a simple majority vote of the holders of all the issued and outstanding
shares of the corporation entitled to vote thereon.
ARTICLE IX
SHAREHOLDERS
9.1. Inspection of Books. The board of directors shall make reasonable
rules to determine at what times and places and under what conditions the books
of the Corporation shall be open to inspection by shareholders or a duly
appointed representative of a shareholder.
9.2. Control Share Acquisition. The provisions relating to any control
share acquisition as contained in Florida Statutes now, or hereinafter amended,
and any successor provision shall not apply to the Corporation.
9.3. Quorum. The holders of shares entitled to one-third of the votes at a
meeting of shareholders shall constitute a quorum.
9.4. Required Vote. Acts of shareholders shall require the approval of
holders of 50.01% of the outstanding votes of shareholders.
ARTICLE X
LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the fullest extent permitted by law, no director or officer of the
Corporation shall be personally liable to the Corporation or its shareholders
for damages for breach of any duty owed to the Corporation or its shareholders.
In addition, the Corporation shall have the power, in its By-Laws or in any
resolution of its stockholders or directors, to undertake to indemnify the
officers and directors of this corporation against any contingency or peril as
may be determined to be in the best interests of this corporation, and in
conjunction therewith, to procure, at this corporation's expense, policies of
insurance.
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ARTICLE XI
CONTRACTS
No contract or other transaction between this corporation and any person,
firm or corporation shall be affected by the fact that any officer or director
of this corporation is such other party or is, or at some time in the future
becomes, an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.
I hereby certify that the following was adopted by a majority vote of the
shareholders and directors of the corporation on June 1, 1998 and that the
number of votes cast was sufficient for approval.
IN WITNESS WHEREOF, I have hereunto subscribed to and executed this
Amendment to Articles of Incorporation this on June 1, 1998.
/s/ Mark J. Bryn
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Mark J. Bryn, Sole Director
The foregoing instrument was acknowledged before me on June 1, 1998, by
Mark J. Bryn, who is personally known to me.
/s/ E.P. LITTMAN
--------------------------------
Notary Public
My commission expires: [SEAL] E.P. LITTMAN
[ILLEGIBLE]
EXPIRES: March 29, 2000
Bonded Thru Notary Public Underwriters
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State of Florida
[LOGO]
Department of State
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on October 26, 1998, to Articles of Incorporation for AMERICAN FINANCIAL
SEMINARS, INC. which changed its name to ENVIRONMENTAL OIL TECHNOLOGIES, INC., a
Florida corporation, as shown by the records of this office.
I further certify the document was electronically received under FAX audit
number H98000019866. This certificate is issued in accordance with section
15.16, Florida Statutes, and authenticated by the code noted below.
The document number of this corporation is V51311.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capital, this the
Twenty-sixth day of October, 1998
Authentication Code: 598A00052585-102698-V51311 -1/1
[SEAL] /s/ SANDRA B. MORTHAM
---------------------
Sandra B. Mortham
Secretary of State
CR2E022 (1-95)
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(((H98000019866 6)))
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
AMERICAN FINANCIAL SEMINARS, INC.
Pursuant to the provisions of section 607.1006, Florida Statutes, this
Florida profit corporation adopts the following articles of amendment to Its
articles of incorporation:
FIRST: Amendment adopted:
Article I is hereby amended to read as follows:
The name of this corporation is Environmental Oil Technologies, Inc.
SECOND: There is no change to the capital of the corporation.
THIRD: This amendment was adopted on October 23, 1998.
FOURTH: The amendment was approved by the shareholders. The number of votes cast
for the amendment was sufficient for approval.
Signed this 23rd day of October, 1998.
/s/ JOHN XINOS
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John Xinos, President
Prepared by: Thomas Braun, Legal Assistant
Venture Law Corporation
#618-688 W. Hastings Street
Vancouver, BC V6L 3E3
Tel: (604) 659-9188
Fax: (604) 659-9178
(((H98000019866 6)))
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State of Florida
[LOGO]
Department of State
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on January 11, 1999 to Articles of Incorporation for AMERICAN
ENVIRONMENTAL OIL TECHNOLOGIES, INC. which changed its name to AMERICAN
INDUSTRIAL MINERALS GROUP, INC., a Florida corporation, as shown by the records
of this office.
I further certify the document was electronically received under FAX audit
number H99000000774. This certificate is issued in accordance with section
15.16, Forida Statutes, and authenticated by the code noted below.
The document number of this corporation is V51311.
Given under my hand and the
Great Seal of the State of Florida,
at Tallahassee, the Capitol, this the
Twelfth day of January, 1999
Authentication Code: 899A00001414-011299-V51311 -1/1
[SEAL] /S/ Katherine Harris
Katherine Harris
CR2EO22 (1-99) Secretary of State
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H990000007742
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
ENVIRONMENTAL OIL TECHNOLOGIES, INC.
Pursuant to the provisions of section 607.1006, Florida Statutes, this
Florida profit corporation adopts the following articles of amendment to its
articles of incorporation:
FIRST: Amendment adopted:
Article I is hereby amended to read as follows:
The name of this corporation is American Industrial Minerals Group, Inc.
SECOND: Amendment adopted:
Article IV is hereby amended to read as follows:
The capital stock of this corporation shall consist of 50,000,000 shares of
common stock, $0.001 par value.
THIRD: These amendments were adopted on January 5, 1999.
FOURTH: The amendment was approved by the shareholders. The number of votes cast
for the amendment was sufficient for approval.
Signed this 8th day of January, 1999.
/S/ KARL J. HARZ
- --------------------
Karl Harz, President
Prepared by: Thomas Braun, Legal Assistant
Venture Law Corporation
#618 - 688 W. Hastings Street
Vancouver, BC V6L 3E3
Tel: (604) 659-9188
H990000007742 Fax: (604)659-9178
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State of Florida
[LOGO]
Department of State
I certify the attached is a true and correct copy of the Articles of Amendment,
filed on April 1, 1999 to Articles of Incorporation for AMERICAN INDUSTRIAL
MINERALS GROUP, INC. which changed its name to NETWORTHUSA.COM INC., a Florida
corporation, as shown by the records of this office.
The document number of this corporation is V51311.
Given under my hand and the Great
Seal of the State of Florida at
Tallahassee, the Capitol, this the
Eighth day of April, 1999.
[SEAL] /S/ Katherine Harris
Katherine Harris
CR2EO22 (1-99) Secretary of State
================================================================================
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ARTICLES OF AMENDMENT TO
[STAMP]
AMERICAN INDUSTRIAL MINERALS GROUP, INC.
PURSUANT to the provisions of the Florida Business Corporation Act, the
following resolutions are passed as resolutions of the Directors of the
Corporation consented to in writing by all of the Directors for the corporation
on the 25th day of March, 1999.
WHEREAS the Corporation desires to change its name to NETWORTHUSA.COM INC.
BE RESOLVED, THAT:
1. The Articles of the Corporation be amended to change the name of the
Corporation from "American Industrial Minerals Group, Inc." to
"NETWORTHUSA.COM INC.".
2. These proposed amendments be put before them majority shareholders of the
Corporation or approval without a meeting pursuant to Florida Business
Corporation Act, Section 607.0704.
3. The record date for this shareholders action will be March 25, 1999.
4. Any officer or director of the Corporation is hereby authorized, empowered,
and directed, in the name of and on behalf of the Corporation, to execute,
deliver and file any and all documents to take any and all other action
that may be necessary, appropriate, or expedient in order to accomplish the
purposes and intent of the foregoing resolutions.
/S/ KARL HARZ
------------------------
KARL HARZ, SOLE DIRECTOR
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Letter of Intent
Dated for reference the 7 Day of May, 1999
The parties hereto agree that they will utilize their best efforts to complete
the organizational and operational goals set out herein and that they will
execute such further and necessary documentation necessary to secure the
fulfillment of their joint goals.
1) It will be the joint objective of the parties hereto to maintain and
organize a banking and securities operation that allows customers to access
our services 24 hours a day, seven days a week. Customers must be able to
access their NetWorth banking and trading accounts virtually anytime, from
anywhere around the world.
2) The banking operational staff must be able to provide wealthy independent
investors, as well as corporations a full range of integrated financial
services. It is also possible, subject to numerous banking concerns that
the marketplace can be opened to the retail investor. The objective is
therefore to grow the operation so that the services are available to a
much larger segment of the population.
3) The banking infrastructure and operational capability must be structured to
offer financial offerings that will eventually include checking, credit
cards, ATM access, as well as brokerage. All of these services must be
structured to be available online. The Banking association must be able to
work to provide NetWorth with fully integrated financial service offerings
to assist customers consolidating all their financial activities.
4) The banking operations and infrastructure will be responsible for
organizing and developing a system that offers NetWorth's customer
convenient, profitable, secure and private internet banking and brokerage
services to legitimate clients around the world, including, Savings
Accounts, Current Accounts, International Business Company Formation 7 x 24
trading of brokerage accounts, High Yield Certificate of Deposit, Numbered
Account Access, 100% insurance on all accounts.
5) The banking partners will be responsible for developing a balanced
investment portfolio including banking, trust services, insurance,
stockbrokering, legal services, education and accounting.
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6) In the brokerage area, the brokerage operations managed by the banking
partners will include the capability to provide 24 hour a day access to the
markets to our clients who can trade from anywhere in the world. The system
must be set up to allow clients access to markets such as Hong Kong, Tokyo,
India, and of course all the European and North American markets such as
the FTSE, NASDAQ and the DAX.
7) The banking partners will be responsible for managing and operating all
offices in Europe and on the Caribbean Islands of Grenada and Antigua. The
technical services group will be responsible for managing and maintaining
all office functions with regard to technical services.
8) The banking partners will be responsible for recruiting and engaging
qualified industry professionals from the fields of financial operations,
investment banking, brokerage operations. This will require the recruiting
of seasoned portfolio managers who specialize in high reward position
trading and special investment situations including arbitrage and
individuals who can provide all other specialized offshore banking
services.
9) It will be the joint responsibility of the parties to develop the customer
base of the organization and the goal is for NetWorth to have 1,000 online
customers before the end of the calendar year.
10) The banking system will have to be able to allow clients to invest in
vehicles of their choice including but not limited to stocks, bonds, mutual
funds, and money market investments. The system will have to be able to
offer cash, margin, as well as option accounts. Additionally the banking
partners will have to develop the infrastructure to offer will be managed
accounts, with a particular emphasis on position trading for the active
investor who is not adverse to risk.
11) The infrastructure being created should be able to hold Securities in
"street name" for safety and convenience. The banking services must be able
to provide an automatic checking account link, enabling immediate access to
surplus cash in the customers' accounts. The individuals operating the
brokerage division will also be responsible for managing special
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active high net worth investors.
12) The banking infrastructure should be able to utilize proven international
banking investments and methods to offer our clients good interest rates on
insured time deposit accounts. It is contemplated that NetWorth should be
able to offer high yield certificates of deposit of deposits from US
$10,000.00 to US $1,000,000.00 and more. The deposit instrument should be
set up to include the following features, insurance for entire principal
and interest, monthly compounding interest, no tax on withdrawal of
interest, dividends or capital gains, terms of deposit ranging from 1 year
to 10 years, "Open", "Month Income", and "Locked-In" certificate options.
The NetWorth CDs should be flexible and have emergency withdrawal clauses
with low penalties. However the extra high yield CDs, should not include an
early withdrawal possibility.
The ultimate goal of the parties will be to build a corporate infrastructure
that can build a secure, comprehensive and customer friendly web site where
individuals can open an account, transfer funds between accounts, view account
balances, and execute brokerage transactions all via the Internet. Customers
must also be able to deposit funds using wire transfers or registered mail, and
will be able to withdraw cash from automated teller machines, credit cards, and
via wire transfers.
If the above terms are agreeable please execute this letter of intent to signify
your willingness to work together with NetWorth to develop the organization
necessary to complete the goals within the negotiated time frames.
/s/ Richard C. Lockwood
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Accepted and agreed to by
NetWorth Corporation
/s/
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Accepted and agreed to by
KENIL INTERNATIONAL LIMITED
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[LETTERHEAD]
Darrell T. Schvaneveldt
Consent of Darrell T. Schvaneveldt
Independent Auditor
I consent to the use, of our report for NETWORTHUSA.Com, Inc., dated September
30, 1999, on the financial statements of NETWORTHUSA.Com, Inc., dated October 6,
1999, included in the filing of the 10SB Registration Statement and to the
reference made to me.
/s/ Schvaneveldt Company
Salt Lake City, Utah
October 6, 1999
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