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 JUNE 30, 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 (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation
or organization)
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 August 10, 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
June 30, 2000 and December 31, 1999
<PAGE>
NETWORTHUSA.COM., Inc.
(A Development Stage Company)
Balance Sheets
June 30, 2000 (Consolidated Unaudited) and December 31, 1999
June December
30, 2000 31, 1999
--------- ---------
Assets
Current Assets
Cash $ 5,604 $ 1,071
--------- ---------
Total Current Assets 5,604 1,071
Other Assets
Domain Name 420 420
--------- ---------
Total Other Assets 420 420
--------- ---------
Total Assets $ 6,024 $ 1,491
========= =========
Liabilities & Stockholders' Equity
Current Liabilities
Accrued Expenses $ 8,386 $ 3,606
Notes Payable - Shareholders 79,222 5,000
--------- ---------
Total Current Liabilities 87,608 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 139,825 139,825
Deficit Accumulated in the Development Stage (229,909) (155,440)
--------- ---------
Total Stockholders' Equity (81,584) (7,115)
--------- ---------
Total Liabilities & Stockholders' Equity $ 6,024 $ 1,491
========= =========
<PAGE>
NETWORTHUSA.Com, Inc.
(A Development Stage Company)
Statement Of Operations (Unaudited)
For the Three Months Period April 1, 2000 to June 30, 2000 (Consolidated)
and the Three Months Period April 1, 1999
to June 30, 1999 For the Six Months Period January
1, 2000 to June 30, 2000 (Consolidated)
and the Six Months Period January 1, 1999 to June 30, 1999
<TABLE>
<CAPTION>
April April January January
1, 2000 1, 1999 1, 2000 1, 1999
to June to June to June to June
30, 2000 31, 1999 30, 2000 30, 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues
Interest Income $ -0- $ -0- $ -0- $ -0-
Expenses
Consulting Services -0- -0- 24,000 12,500
Legal & Accounting Fees 3,677 4,000 20,009 5,200
General & Administrative 3,483 1,177 30,460 3,228
----------- ----------- ----------- -----------
Total Expenses 7,160 5,177 74,469 20,928
----------- ----------- ----------- -----------
Net Loss ($ 7,160) ($ 5,177) ($ 74,469) ($ 20,928)
=========== =========== =========== ===========
Loss Per Share (0.00) (0.00) (0.01) (0.00)
Weighted Average
Shares Outstanding 8,500,000 8,500,000 8,500,000 8,500,000
</TABLE>
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 June 30, 2000 (Consolidated)
and the Period January 1, 1999 to June 30, 1999
June June
30, 2000 31, 1999
--------- ---------
Cash Flows from Operating Activities
Net Loss ($ 74,469) ($ 20,928)
Changes in Operating Assets & Liabilities;
Increase in Accrued Expenses 4,780 (102,991)
--------- ---------
Net Cash Used by Operating Activities (69,689) (123,919)
Cash Flows from Investing Activities -0- -0-
--------- ---------
Cash Flows from Financing Activities
Notes Payable - Shareholders 74,222 -0-
--------- ---------
Net Cash Provided from Financing Activities 74,222 -0-
--------- ---------
Increase (Decrease) in Cash 4,533 (123,919)
Cash at Beginning of Period 1,071 124,990
--------- ---------
Cash at End of Period $ 5,604 $ 1,071
========= =========
See accountant's review report and accompanying notes
5
<PAGE>
8
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 $500,000
was returned to the shareholders. The Company borrowed $75,222 from shareholder
to provide working capital funds during the developmental stage.
NOTE #5 - Going Concern
Since its inception the Company has incurred losses from its operations. Funds
have been provided by shareholders to working capital. The Company will attempt
to acquire working capital from the sale of its common stock and a business
opportunity through a merger or acquisition.
The Company is continuing the business plan for the development of an Internet
banking system. This will require significantly more time and capital to
accomplish than initially estimated. There is no specific detail yet for
implementing this plan.
The Company is still having discussions and researching the establishment of an
asset management company with Laxford Finance, Inc. The letter of intent, that
was signed previously, has not been further negotiated into a final agreement
and remains open at this time.
The Internet Banking System and Asset Management programs remain in the planning
stage, The Company is now looking to an earlier opening of additional business
operations. Discussions have commenced with other individuals and entities for
incubation or acquisition of related businesses to provide operations and income
for the Company . These discussions are related to associates of the Company and
its previously established Luxembourg subsidiary. The Company will require
$1,000,000.00 in working capital for this portion of the business operations and
is planning for the financing to initiate the program.
June 1, 2000, Mr. Robert Lockwood resigned as an officer and director of the
Company. Mr. James Davis also resigned as a Director of the Company on June 1,
2000. Mr. David R. Miller was placed as the sole officer of the Company and the
remaining directors are David R. Miller and Andre Pierrard.
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<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.
The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.
Our Business. We intend to develop an Internet banking system offering
international private banking services and securities brokerage services. Our
development and proposed operations have been delayed significantly due to our
inability to raise the capital necessary to fund our development. We are
currently discussing joint venture and acquisition opportunities with various
individuals and entities with related businesses in order to develop operations
and generate revenues.
In March 2000, we entered into a letter of intent with Laxford Finance Inc., a
Luxembourg corporation ("Laxford"), to form an asset management company in
Luxembourg, which we intended to operate with Laxford through our subsidiary,
NetworthEurope.com, S.A., a Luxembourg corporation. We are currently researching
the feasibility of establishing an asset management company with Laxford and we
have not negotiated a final agreement with Laxford.
On June 1, 2000, James Davis resigned as a director of the Company and Robert
Lockwood resigned as President and a director of the Company. David R. Miller is
our President, Secretary, Treasurer and a director of the Company and Andre
Pierrard remains as a director of the Company.
Liquidity. We have been in the development stage since July 17, 1992
(inception). As of June 30, 2000, we had current assets of $5,604, all of which
is represented in cash and current liabilities of $87,608, the majority of which
was represented by a loan payable to a shareholder of $79,222.
2
<PAGE>
Results of Operations. As of June 30, 2000, we have not yet realized any revenue
from operations. The Statement of Cash Flows for the three month period ended
June 30, 2000 specifies a net loss of $7,160. We cannot predict when we will
begin realizing positive revenue.
Our Plan of Operation for the Next 12 Months. We are continuing to review our
business plan and evaluate various opportunities. We anticipate that we will
require approximately $1,000,000.00 in working capital to fund our proposed
operations. 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.
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
27 Financial Data Schedule
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 Toronto, Ontario, on August 11, 2000.
NetworthUSA.com, Inc.,
a Florida corporation
By: /s/ David R. Miller
----------------------------------
David R. Miller
Its: President, Secretary and Treasurer
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