U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER:
NetworthUSA.com, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 6029 95-4720231
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
8 Gaucho Drive, Rolling Hills Estates, California 90274
(Address of principal executive offices) (Zip Code)
310.831.9285
(Issuer's Telephone Number, including Area Code)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
Telephone: 949.660.9700
Facsimile: 949.660.9010
(Name, Address and Telephone Number of Agent for Service)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date. As of March 31, 2000, there were
8,500,000 shares of the issuer's $.001 par value common stock issued and
outstanding.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NetWorthUSA.Com, Inc.
(A Development Stage Company)
Consolidated Reviewed Financial Statements
March 31, 2000 and December 31, 1999
<PAGE>
NETWORTHUSA.COM., Inc.
(A Development Stage Company)
Balance Sheets
March 31, 2000 (Consolidated Unaudited) and December 31, 1999
March December
31, 2000 31, 1999
--------- ---------
Assets
Current Assets
Cash $ 10,655 $ 1,071
Prepaid Expenses 570 -0-
--------- ---------
Total Current Assets 11,225 1,071
Other Assets
Domain Name 420 420
--------- ---------
Total Other Assets 420 420
--------- ---------
Total Assets $ 11,645 $ 1,491
========= =========
Liabilities & Stockholders' Equity
Current Liabilities
Accrued Expenses $ 1,227 $ 3,606
Notes Payable - Shareholders 5,000 5,000
Loan Payable 74,222 -0-
--------- ---------
Total Current Liabilities 80,449 8,606
Stockholders' Equity
Common Stock, 50,000,000 Shares
Authorized at $0.001 Par Value;
8,500,000 Shares Issued & Outstanding 8,500 8,500
Paid In Capital 139,922 139,825
Deficit Accumulated in the Development Stage (217,226) (155,440)
--------- ---------
Total Stockholders' Equity (68,804) (7,115)
--------- ---------
Total Liabilities & Stockholders' Equity $ 11,645 $ 1,491
========= =========
<PAGE>
NETWORTHUSA.Com, Inc.
(A Development Stage Company)
Statement Of Operations (Unaudited)
For the Period January 1, 2000 to March 31, 2000 (Consolidated)
and the Period January 1, 1999 to March 31, 1999
March March
31, 2000 31, 1999
----------- -----------
Revenues
Interest Income $ 1,846 $ -0-
Expenses
Consulting Services 24,000 12,500
Legal Fees 16,332 1,200
General & Administrative 23,300 2,051
----------- -----------
Total Expenses 63,632 15,751
----------- -----------
Net Loss $ (61,786) $ (15,751)
=========== ===========
Loss Per Share (0.01) (0.00)
Weighted Average Shares Outstanding 8,500,000 7,388,888
See accountant's review report and accompanying notes
4
<PAGE>
NETWORTHUSA.Com, Inc.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)
For the Period January 1, 2000 to March 31, 2000 (Consolidated)
and the Period January 1, 1999 to March 31, 1999
March March
31, 2000 31, 1999
-------- --------
Cash Flows from Operating Activities
Net Loss $(61,786) $(15,751)
Changes in Operating Assets & Liabilities;
(Increase) Decrease in Prepaid Expenses (570) -0-
Increase in Accrued Expenses (2,379) -0-
(Decrease) in Accounts Payable -0- (109,239)
-------- --------
Net Cash Used by Operating Activities (64,735) (124,990)
Cash Flows from Investing Activities -0- -0-
-------- --------
Cash Flows from Financing Activities
Notes Payable - Shareholders 74,222 -0-
Loans Payable 97 -0-
-------- --------
Net Cash Provided from Financing Activities 74,319 -0-
-------- --------
Increase (Decrease) in Cash 9,584 (124,990)
Cash at Beginning of Period 1,071 124,990
-------- --------
Cash at End of Period $ 10,655 $ -0-
======== ========
See accountant's review report and accompanying notes
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.
See accountant's review report and accompanying notes
6
<PAGE>
NETWORTHUSA.COM., Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #3 - Principals of Consolidation
The Company owns 309 shares of 310 total issued shares of NETWORTHEurope.Com,
S.A. a Luxembourg Corporation. All Intercompany investments, loans and advances
have been eliminated in the consolidation process. There have been no sales or
expenses incurred between the two entities.
Minority interest is currently a deficit amount and the minority shareholder has
no obligation to reimburse the Company for any losses incurred. Accordingly no
minority interest has been recorded in the financial statements.
NOTE #4 - Loans Payable
The Company received stock subscriptions for shares of its common stock totaling
$500,000. The stock subscriptions were not accepted by the Company and $425,778
was returned to the subscribers and the balance of $74,222 is to be repaid by
April 27, 2000.
7
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
Our Development. We were originally incorporated as AMERICAN FINANCIAL SEMINARS,
INC., pursuant to the laws of the State of Florida on July 17, 1992. We were
inactive through June 1, 1998, because our corporate powers and privileges had
been suspended by the Florida Secretary of State as a result of our failure to
pay franchise taxes or file reports. We were reinstated on June 4, 1998. On June
5, 1998, we filed an Amendment to our Articles of Incorporation increasing our
authorized capital stock from 1,000 shares of $1.00 par value common stock to
50,000,000 shares of $.001 par value common stock. On October 26, 1998, we filed
an Amendment to our Articles of Incorporation changing to ENVIRONMENTAL OIL
TECHNOLOGIES, INC. On January 11, 1999, we filed an Amendment to our Articles of
Incorporation changing our name to AMERICAN INDUSTRIAL MINERALS GROUP, INC. On
April 1, 1999, we filed an Amendment to our Articles of Incorporation changing
our name to NETWORTHUSA.COM, INC. (previously defined as the "Company"). Our
address is 8 Gaucho Drive, Rolling Hills Estates, California 90274. Our phone
number is (310) 831-9285.
We have changed our management personnel several times since our inception in
1992. Specifically, from 1992 through July 15, 1998, our sole director was Mark
Bryn. On July 15, 1998, Mr. Bryn resigned and John Xinos was appointed to serve
as our sole director. Mr. Xinos was also appointed our President, Secretary and
Treasurer. On or about January 7, 1999, Mr. Xinos resigned as our director,
President, Secretary and Treasurer and Karl Hartz was appointed as our director
and President, Secretary and Treasurer. On or about April 18, 1999, Mr. Hartz
resigned as our director, President, Secretary and Treasurer and Robert Lockwood
was appointed our sole director, President, Secretary and Treasurer. On or about
January 14, 2000, Mr. Andre Pierrard was appointed to our Board of Directors. On
or about February 4, 2000, Mr. Robert Gove resigned as our director. On or about
February 4, 2000, Mr. Thomas Burke, Mr. Gregory Alan Burns, Mr. David R. Miller
and Mr. Salvatore Buffone were appointed to our Board of Directors. On or about
that same date, Mr. Burns was appointed as our President, Mr. Miller was
appointed as Vice President, Mr. Pierrard was appointed as Vice President and
Chief Operating Officer, Mr. Buffone was appointed Treasurer and Herbert Brugh
was appointed as Secretary. Mr. John F. Moody was appointed as Chairman of the
Board of the Advisory Board. On or about March 27, 2000, Mr. Burns resigned as
an officer and a director. The remaining directors are: James Davis, Robert
Lockwood, David Miller and Andre Pierrard. The current officers are: Robert
Lockwood as President and David Miller as Secretary and Treasurer.
Our Business. We originally organized under the name AMERICAN FINANCIAL
SEMINARS, INC. for the purpose of engaging in the business of promoting
financial seminars. After changing our name to ENVIRONMENTAL OIL TECHNOLGIES,
INC., we amended our business plan to contemplate commercial oil reclamation in
Europe. After changing our name to AMERICAN INDUSTRIAL MINERALS GROUP, INC., we
amended our business plan to contemplate commercial mining exploration activity.
On January 31, 1999, we entered into four contracts for the acquisition of
mineral rights (or entities owning mineral rights). On March 31, 1999, we
determined the financial requirements for mining operations in Canada exceeded
our budget and rescinded these four contracts. After changing our name to
NETWORTHUSA.COM, INC., we amended our 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.
In or around March, 2000, we caused NetworthEurope.com.S.A. to be formed in
Luxembourg as our subsidiary. The total authorized capital of
NetworthEurope.com.S.A. is 310 shares, 309 of which are owned by the Company and
1 of which is owned by Jim Penning.
2
<PAGE>
We have entered into a letter of intent with Laxford Finance Inc., a Luxembourg
corporation ("Laxford"), to organize an asset management company pursuant to the
laws of Luxembourg. We intend to operate this venture with Laxford through our
subsidiary, NetworthEurope.com, S.A., a Luxembourg corporation. The Letter of
Intent contemplates that our subsidiary will own approximately fifty percent
(50%) in exchange for providing fifty percent of the initial start up capital.
We anticipate that Laxford and a few financial institutions in Europe and North
America will own the remaining fifty percent of the asset management company. We
also anticipate that Laxford will provide initial asset management business to
commence immediate operations. We are currently negotiating a finalized
agreement for this venture.
Liquidity. We have been in the development stage since July 17, 1992
(inception). As of March 31, 2000, we had current assets of $11,225, $10,655 of
which is represented in cash. At March 31, 2000, we had current liabilities of
$80,449, the majority of which was represented by a loan payable of $74,222
which was due and payable on April 27, 2000. We did not have the cash available
to pay $74,222 obligation, and therefore, one of our officers and directors
loaned us the money to repay the debt.
We believe that we will require financing of approximately $1,000,000 for
working capital during the next six months and to fund the required investment
for the venture with Laxford. We will be required to raise additional funds or
arrange for additional financing over the next 12 months to adhere to our
development schedule. No assurance can be given, however, that we will have
access to additional cash in the future, or that funds will be available on
acceptable terms to satisfy our cash requirements.
Results of Operations. As of March 31, 2000, we have not yet realized any
revenue from operations. The Statement of Cash Flows for the three month period
ended March 31, 2000 specifies a net loss of $61,786. We cannot predict when we
will begin realizing positive revenue.
Our success is materially dependent upon our ability to satisfy additional
financing requirements. We are reviewing our options to raise substantial equity
capital. We cannot presently estimate when we will begin to realize positive
gross revenue. In order to satisfy our requisite budget, management has held and
continues to conduct negotiations with various investors. We anticipate that
these negotiations will result in additional investment income for us. To
achieve and maintain competitiveness, we may be required to raise additional
substantial funds. We anticipate that we will need to raise significant capital
to develop, promote and conduct our operations. Such capital may be raised
through public or private financing as well as borrowing and other sources.
There can be no assurance that funding for our operations will be available
under favorable terms, if at all. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds by entering into
arrangements with collaborative partners or others that may require us to
relinquish rights to certain products and services that we would not otherwise
relinquish.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
None
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned in the City of Vancouver, British Columbia, on May 19, 2000.
NetworthUSA.com, Inc.,
a Florida corporation
By: /s/ David R. Miller
-------------------------
David R. Miller
Its: Secretary and Treasurer
4
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001096688
<NAME> NETWORTHUSA.Com, Inc.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 10,655
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,225
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,645
<CURRENT-LIABILITIES> 80,449
<BONDS> 0
0
0
<COMMON> 8,500
<OTHER-SE> (77,304)
<TOTAL-LIABILITY-AND-EQUITY> 11,645
<SALES> 0
<TOTAL-REVENUES> 1,846
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 63,632
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (61,786)
<INCOME-TAX> 0
<INCOME-CONTINUING> (61,786)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (61,786)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
