<PAGE>
United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB/A-1
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
March 31, 2000 0-28225
WORLDNET RESOURCE GROUP, INC.
(Exact name of registrant as specified in its charter)
UTAH
-----
(State or other jurisdiction of incorporation or organization)
91-2063237
-----------
(I.R.S. Employer Identification No.)
4052 Del Rey Avenue, Suite 108
Marina Del Rey, California 90292
----------------------------------
(Address of principal executive offices)
(310) 578-6950
---------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
X Yes No
---- -----
State the number of shares outstanding of each of the registrants classes
of common equity, as of the latest practicable date.
Common stock, par value $.001; 45,722,084 shares outstanding
as of October 2, 2000
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PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
WORLDNET RESOURCES GROUP, INC.
(f/k/a/ MULTI-MEDIA INDUSTRIES CORPORATION) AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
ASSETS
------
December 31, March 31,
------------ ------------
1999 2000
------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 18,872 $ 19,045
Inventory 21,639 21,639
Notes Receivable, related party - 25,360
Due from Carrentaldirect.com - 600,000
Prepaid loan fees - 1,242,833
Due from stockholders 29,912 59,354
------------ ------------
Total Current Assets 70,423 1,968,231
------------ ------------
PROPERTY AND EQUIPMENT, net 17,544 24,836
GOODWILL 150,540 327,671
INVESTMENTS 979,849 979,849
RECORD MASTERS 513,000 513,000
REMASTERING COSTS, net 150,567 134,526
RECORD LICENSE RIGHTS 1,000 1,000
------------ ------------
$ 1,882,923 $ 3,949,113
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payables and accrued expenses $ 274,779 $ 265,607
Due to related parties 370,666 81,058
Stockholders Advances 397,197 -
Due to Planet Entertainment Co. 180,615 180,615
Convertible Debt - 855,000
------------ ------------
Total Current Liabilities 1,223,257 1,382,280
------------ ------------
STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 50,000,000
shares authorized; no shares issued and
outstanding - -
Common stock, $.001 par value; 100,000,000
shares authorized; 6,391,711 and 20,058,138
shares issued and outstanding respectively 6,392 20,058
Contributed Capital
Additional Paid-In Capital 14,144,008 16,967,535
Accumulated (deficit) (13,490,734) (14,420,760)
------------ ------------
Total Stockholders' Equity 659,666 2,566,833
------------ ------------
$ 1,882,923 $ 3,949,113
============ ============
</TABLE> 2 </Page>
<PAGE>
WORLDNET RESOURCES GROUP, INC.
(f/k/a/ MULTI-MEDIA INDUSTRIES CORPORATION) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
--------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
-----------------------------
March 31,
-----------------------------
2000 1999
-----------------------------
<S> <C> <C>
SALES $ - $ -
COST OF SALES - -
------------- -------------
GROSS PROFIT - -
------------- -------------
OPERATING EXPENSES
Selling, general and administrative 366,632 49,119
Depreciation and amortization 27,114 15,289
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Total Operating Expenses 393,746 64,408
------------- -------------
OTHER INCOME (EXPENSES):
Amortization of loan fees (537,167) -
Interest expense - (2,575)
Interest income 887 -
------------- -------------
Total Other Expenses (536,280) (2,575)
------------- -------------
NET (LOSS) $ (930,026) $ (66,983)
============= =============
NET (LOSS) PER COMMON SHARE BASIC AND DILUTED $ (0.06) $ (0.02)
============= =============
Weighted Average Number of Common Shares
Outstanding 15,309,104 3,293,326
============= =============
</TABLE>
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<PAGE>
WORLDNET RESOURCES GROUP, INC.
(f/k/a/ MULTI-MEDIA INDUSTRIES CORPORATION) AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
-----------------------------
March 31,
-----------------------------
2000 1999
-----------------------------
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss) $ (930,026) $ (66,983)
Adjustments to reconcile net (loss) to net
cash provided (used) by operations:
Depreciation and amortization 27,114 15,289
Stock issued for services 55,002 -
Stock issued for loan fees 378,167 -
Changes in:
Advances to acquisition target (600,000) -
Due from stockholders (29,442) -
Accounts payable and accrued expenses 87,457 49,119
Accrued interest expense - 2,575
------------- -------------
Cash Flows Provided (Used) by
Operating Activities (1,011,728) -
------------- -------------
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Purchase of equipment (8,107) -
Cash paid for acquisition of Navitec (150,000) -
Cash paid for investments (289,608) -
Collection of notes receivable 20,000 -
------------- -------------
Cash Flows Provided (used) by
Investing Activities (427,715) -
------------- -------------
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Sale of Common Stock 153,651 -
Repayment of advances from stockholders (69,035) -
Proceeds from sale of convertible debt 1,355,000 -
------------- -------------
Cash Flows Provided (Used) by
Financing Activities 1,439,616 -
------------- -------------
NET CHANGES IN CASH 173 -
CASH, BEGINNING OF PERIOD 18,872 95
------------- -------------
------------- -------------
CASH, END OF PERIOD $ 19,045 $ 95
============= =============
</TABLE>
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NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements (the
"financial statements") include the accounts of WorldNet Resource Group and
its subsidiaries (the "Company"). All material inter-company transactions
have been eliminated upon consolidation. The financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions for
Form 10-QSB. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, the financial statements contain all
material adjustments, consisting only of normal recurring adjustments
necessary to present fairly the financial condition, results of
operations, and cash flows of the Company for the interim periods
presented.
The results of the three months ended March 31, 2000 are not
necessarily indicative of the results of operations for the full year.
These financial statements and related footnotes should be read in
conjunction with the financial statements and footnotes included in the
Company's 8-K/A-1 filed with the Securities and Exchange Commission
on September 7, 2000.
Certain amounts in the prior year's financial statements have been
reclassified for comparative purposes to conform to the current year. These
reclassifications had no effect on results of operations or retained
earnings as previously reported.
NOTE 2-ACQUISITIONS
Acquisition of Eccount, Inc.
----------------------------
During January 2000, the Company acquired 100% of the outstanding
shares of Eccount, Inc. in exchange for 12,000,000 shares of the Company's
restricted common stock. Eccount was owned by the Company's Chairman of
the Board and therefore, the acquisition price of Eccount was limited to
the predecessor cost of $23,500. By exchanging 12,000,000 shares of the
Company's restricted common stock, there was a change in control of the
Company. The Company accounted for its acquisition of Eccount under the
purchase method.
Engulf and Devour Creative Group, Inc.
--------------------------------------
During March 2000, the Company entered into a letter of intent to
purchase all of the outstanding shares of Engulf and Devour Creative Group,
Inc., a web site design and development company. The agreement was later
rescinded.
WorldAg.com, Inc.
-----------------
During March 2000, the Company entered into a letter of intent with
Hagen Marketing and Communications, Inc. (Hagen) to form a joint venture
called WorldAg.com, Inc. (WorldAg), a company which will sell agricultural
5
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and related industry products over the internet. During April 2000, the
Company entered into a development agreement with Hagen to design and build
the WorldAg.com website to be owned 60% by the Company and 40% by Hagen.
The Company was to fund WorldAg $200,000 delivered in six equal monthly
installments and to pay the rental costs for WorldAg at the Company's
corporate headquarters. In addition, the Company was to issue 750,000
shares of its common stock and grant a warrant to purchase additional
750,000 shares at $1.00 expiring three years from the date of the agreement
to the principals of Hagen. Warrants to purchase an additional 400,000 shares
of the Company's common stock were to be reserved for use in an employee
incentive plan for WorldAg. The Company is negotiating a rescission of
this agreement.
NOTE 3- CONVERTIBLE DEBT
Series A Convertible Notes
--------------------------
On March 1, 2000, the Company sold Series A 8% Convertible Notes due
on May 1, 2000 with a face amount of $555,000. The Company paid loan fees
of approximately $55,000 in cash and issued 550,000 shares of common stock
valued at $1,249,000. Interest is payable monthly at 8% per annum. The
notes are convertible into shares of common stock based upon the current
market price of the Company's common stock on the date of conversion at the
option of the note holder. If the note is in default, interest will accrue
on the entire amount in default at 10% per annum. The notes are in
default, but the Company is attempting to negotiate an extension of terms.
Series B Notes Payable
----------------------
On March 15, 2000, the Company sold Series B 8% Notes due on June 16,
2000 with a face amount of $300,000. The Company paid loan fees of
approximately $39,000 in cash and issued 150,000 shares of common stock
valued at $365,000. Interest is payable monthly at 8% per annum. If the
note is in default, interest will accrue on the entire amount in default at
10% per annum.
NOTE 4 - SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
During the three months ended March 31, 2000, outstanding notes
payable and accrued expenses totaling $979,795 were exchanged for 831,816
shares of common stock, as payment in full.
During March 2000, warrants to purchase 700,000 shares of common stock
were exercised.
During February 2000, the Company issued 21,000 shares of common stock
in exchange for a non-interest bearing note receivable of $45,360. The
Company has collected $20,000 of this receivable.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL STATEMENTS
This Form 10-QSB contains certain forward-looking statements. For
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as may, will,
expect, believe, anticipate, estimate or continue or comparable terminology
are intended to identify forward-looking statements. These statements by
their nature involve substantial risks and uncertainties, and actual
results may differ materially depending on a variety of factors.
6 </Page>
<PAGE>
General
The Company was incorporated in 1981 in the state of Utah. The
Company changed its name from Multi-Media Industries Corp. to WorldNet
Resource Group, Inc. in February 2000.
In January 2000, control of the Company was acquired by the current
controlling shareholders. Since that time, the Company has undertaken to
reorganize its management and business strategy. While the Company will
continue to work in the entertainment industry, the Company will also act
as an incubator for internet-related companies primarily focused on helping
traditional brick-and-mortar businesses take advantage of new media
technology. The Company will develop these companies either as majority-
owned subsidiaries or through strategic partnering arrangements. The
Company may also acquire or partner with existing internet companies whose
business model or technology complements the Company's strategy and
enhances its products and services.
The Company has two primary criteria for evaluating companies for
acquisition and development. The first is based on demonstrated synergies
with the Company's core business and the ability to promote synergistic
business relationships among the companies within its portfolio. The
second criteria will be the ability of that company or business model to
generate revenues within a short period of time, preferably 90 days.
The Company will also seek to realize gains through the selective sale
of minority interests in its subsidiaries to outside investors. In some
cases, the Company may also seek to sell all or a majority interest in some
subsidiaries. The Company believes that this strategy provides it the
ability to increase shareholder value and provide capital to support future
growth in the Company's subsidiaries and investments. The Company expects
to continue to develop and refine the products and services of its
business, with the goal of increasing revenue as new products are
commercially introduced, and to continue to pursue the acquisition of or
investment in, additional allied companies and technologies.
The Company currently owns or is negotiating the acquisition of all or
a majority interest in several companies including, Eccount, Inc.,
AnythingSurplus.com, Inc., Century Records, Inc., and Randall
Entertainment, Inc. The Company has minority interests in Auctionfun.com,
Inc., and Hall of Fame Partners, Inc.
Products and Services
The products and services of the Company's subsidiaries as of August
31, 2000, include the following:
Eccount
The Company acquired Eccount in January 2000, when it issued
12,000,000 post-split shares to Stephen Brown to acquire all of the issued
and outstanding shares of Eccount. Eccount will be an online incentive
bank consisting of electronic dollars earned by members when shopping on
the internet for goods or services from member merchants. These eccount
dollars in turn can be used by the eccount members as payment for purchases
from member merchants within the system. Eccount will be used to enhance
and encourage business among member merchants, particularly the Company's
subsidiaries. The Company will target a wide range of businesses to be
member merchants including supermarkets, telecommunications companies,
airlines, credit card companies, music and booksellers, leading online
merchants and content providers, and others.
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Eccount will also sell on-line direct marketing services to its member
merchants and others.
AnythingSurplus.com
AnythingSurplus was established to be the premier internet site
providing an on-line discount store that specializes in providing retail
surplus inventory to consumers, and to a lesser extent to businesses. The
surplus inventory will come from a variety of industries including home
electronics, furniture, sporting goods, pet supplies, clothing, and more.
All merchandise will be sold on consignment. Revenue will be generated by
equally splitting excess revenues over merchandise liquidation value with
the partnering companies.
The Company is currently building a web site for AnythingSurplus,
which will be accessible at http://www.anythingsurplus.com.
Auctionfun.com
The Company acquired a five percent interest in Auctionfun in December
1999. Auctionfun is a development stage company established to be a premier
source for buying and selling products and/or services in a unique and
entertaining auction format on the internet. As the name suggests, the
niche of Auctionfun is on the actual transaction. The focus is to provide
a fun and enjoyable experience for consumers as they shop and barter on-
line.
In addition to the auction service, Auctionfun will create a site
where communities can develop around specific products and business
categories. For instance, train collectors can meet people with the same
interests, distributors can chat with manufacturers, and corporations can
engage distributors and consumers with new promotions. This will be done
through providing a community section on the web site. These sections
provide a hub to communicate and will contain links to specific products,
associations, clubs, and other related sites.
Century Records
Century is involved in various areas of the recorded music industry.
Century's principal activities include the acquisition, licensing,
production, marketing and distribution of high quality recorded music in a
variety of music formats: Compact Disks (CD's), video, CD-ROM and to a
lesser extent, cassette tapes. Century produces such types of music as
gospel, adult contemporary, reggae, top 40, blues, country, rap, rock,
instrumental, rock and roll, jazz, pop rock, classical, easy listening, big
band, rhythm and blues, various ethnic folk and music recordings.
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Century owns a Master Catalog of about of 4,000 song titles. Ownership
of such master recordings gives the owner all the rights to commercially
exploit the master recordings in any formats, which are legally
permissible. The owner of a master recording pays the artist continuing
royalty on revenues generated by the commercial exploitation of the master
recordings. The usual industry terms of such royalty arrangements require
continuing royalties on net sales. In certain instances, Century's rights
to these master recordings are not exclusive.
Hall of Fame Partners
The Company owns a 20% interest in Hall of Fame Partners. Hall of
Fame is a development stage company established to create a national Big
Band & Jazz Hall of Fame Museum, produce an annual network television
awards show and stage an annual celebrity golf tournament. Hall of Fame
currently owns the exclusive license to the Federal Trademark of "The
National Big Band & Jazz Hall of Fame Museum", and has a contract with Emmy
Award winner Steve Binder to produce and direct the television awards show.
Although Hall of Fame will make great efforts to ensure the success of all
three activities, the museum is the main focus of the project.
Hall of Fame believes it will gain most of the exposure for the museum
through promotional events. The two main promotional activities that will
take place annually are the production of the television awards show and
the celebrity golf tournament. In addition, Hall of Fame will develop a
website museum. The virtual museum will contain over 1,500 musician
biographies, and provide a taste for the actual museum. Also, admission
tickets will be available for purchase on-line.
Randall Entertainment
Randall Entertainment is currently inactive.
Liquidity and Capital Resources
-------------------------------
Since our inception, we have financed our operations primarily through
loans and private sales of our equity securities. As of March 31, 2000, we
had $19,045 in cash. For the three months ended March 31, 2000, operating
activities used net cash of $1,011,728 primarily from a net loss from
operations of $930,026, which was offset by depreciation and amortization
of $27,114, amortization of loan fees of $378,167 and issued stock for
services valued at $55,002. The Company also advanced $600,000 to an
acquisition target.
For the three months ended March 31, 2000, investing activities used
net cash of $427,715, primarily for the acquisition of Navitec (the
Company's recently completed reverse merger) and for other investments.
Financing activities provided net cash of $1,439,616, primarily from
the proceeds from the sale of convertible debt, which totaled $1,355,000
and the sale of common stock.
Results Of Operations
---------------------
Comparison of the three months ended March 31, 2000 and the three
months ended March 31, 1999.
------------------------------------------------------------------
Revenues
The Company had no revenues during the three month periods ended March
31, 2000 and 1999.
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Selling, General and Administrative Expenses
--------------------------------------------
Selling, general and administrative expenses increased from $49,119 to
$366,632, or by 646% for the three months ended March 31, 2000 as compared
to the corresponding period in 1999. The increases for the three months
were primarily due to increase in Web development expense, business
development expense, investor relations and promotions, and legal and
accounting fees.
Depreciation and Amortization
-----------------------------
Depreciation expense during the three months ended March 31, 2000 was
$814 as compared to $233 for the three months ended March 31, 1999.
Amortization expense during the three months ended March 31, 2000 was
$26,300 increasing from $15,056 or by 75%. Amortization for goodwill
totaled $10,258 for the three months ended March 31, 2000, as compared to
$0 during the prior period. The increase in goodwill came as a result of
the AnythingSurplus.com and Navitec acquisitions. Amortization expense for
record re-mastering costs was $15,056 and $16,043 for the three month
periods ended March 31, 2000 and 1999, respectively.
Financing Costs
---------------
Financing costs during the three months ended March 31, 2000 were
$537,167 as compared to $0 for the three months ending March 31, 1999. The
increase consisted of loan fees in connection to the issuance of various
convertible notes issued during the period, including the fair market value
of warrants issued in connection with the financing.
Interest Expense
----------------
There was no interest expense during the three months ended March 31,
2000 as compared to $2,575 for the corresponding prior period.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
--------------------------
On July 31, 1998, TopSpeed Corporation filed suit against the Company
in the Third Judicial District Court in Salt Lake County, State of Utah,
claiming that the Company failed to pay TopSpeed for services rendered. On
January 26, 1999, a default judgment was entered against the Company in the
amount of $11,682.77. In March 2000, the Company paid TopSpeed $5,198.00
in exchange for a full and complete release of all of TopSpeed's claims
against the Company. A Satisfaction of Judgment was filed by TopSpeed in
April 2000.
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Item 2. Changes in Securities
------------------------------
No instruments defining the rights of the holders of any class of
registered securities have been materially modified, limited or qualified.
The following securities, which are not registered under the
Securities Act of 1933, were issued by the Company during the quarter ended
March 31, 2000.
On January 10, 2000, the Company sold 27,500 shares of its common
stock to an accredited investor. The Company received total consideration
of $100,650. These shares were issued pursuant to exemptions from
registration requirements set forth in Rule 504 of Regulation D and Section
3(b) of the Securities Act of 1933.
On January 28, 2000 the Company issued 12,000,000 restricted shares of
its common stock in exchange for all of the 10,000 issued and outstanding
shares of Eccount, Inc. These shares were issued pursuant to an exemption
from registration under Section 4(2) of the Securities Act of 1933. No
cash was received by the Company. With the completion of this transaction,
control of the Company was acquired by the sole shareholder of Eccount.
On February 3, 2000, the Company issued 21,000 shares of its common
stock to an accredited investor in exchange for a Promissory Note in the
amount of $45,360. The Promissory Note is non-interest bearing and payable
on demand. These shares were issued pursuant to exemptions from
registration requirements set forth in Rule 504 of Regulation D and Section
3(b) of the Securities Act of 1933. The Company has made demand on the
Promissory Note. To date, $20,000 of the $45,360 has been paid to the
Company.
Also on February 3, 2000, the Company issued a 8% Series A Senior
Subordinated Convertible Redeemable Debenture due on February 3, 2002, with
a face amount of $500,000. The Debenture was immediately convertible into
common shares of the Company. The Company received total consideration of
$435,000. On February 3, 2000, the Debenture was converted into 520,835
common shares of the Company at a conversion price of $0.96 per share. The
Debenture , and the shares underlying the Debenture were issued pursuant to
exemptions from registration requirements set forth in Rule 504 of
Regulation D and Section 3(b) of the Securities Act of 1933.
On February 7, 2000, the Company issued 8,334 common shares to
Internet Marketing Consortium for certain internet marketing services
provided to the Company. The services provided were valued at $30,000.
The shares were issued pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933.
On February 16, 2000, the Company issued 69,444 restricted shares of
its common stock to a consultant retained to assist the Company locate
acquisition or merger prospects to further develop the Company's business
and to assist the Company with the completion of any such transaction.
These shares were issued pursuant to an exemption from registration set
forth in Section 4(2) of the Securities Act of 1933.
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On March 1, 2000, the Company issued four 8% Convertible Notes due on
May 1, 2000, with a total face amount of $555,000. Pursuant to the terms
of the Notes, which all have identical terms except for the face amount,
the Company also issued warrants to purchase 550,000 shares of its
restricted common stock at $0.01 per share. The warrants were exercised
immediately and 550,000 restricted shares were issued by the Company. The
Company received total consideration of $500,000. Interest on the note is
payable monthly. The Note is convertible into restricted shares of the
Company's common stock based upon the current market price on the date of
conversion. The Note provides interest at 10% per annum on the entire
outstanding balance if the Company defaults upon the Note. The Note, the
shares underlying the Note, the warrants and the shares underlying the
warrants were issued pursuant to an exemption from registration pursuant to
Section 4(2) of the Securities Act of 1933.
On March 16, 2000, the Company sold an 8% Note due on June 16, 2000,
with a face amount of $300,000 and warrants to purchase 150,000 shares of
restricted common stock at $0.01 per share. The warrants were exercised
immediately. The Company received $261,000. Interest on the note is
payable monthly at 8% per annum. If the Company defaults on the Note,
interest will accrue on the entire amount in default at 10% per annum. The
Note, the warrants, and the shares underlying the warrants were issued
pursuant to an exemption from registration pursuant to Section 4(2) of the
Securities Act of 1933.
On March 28, 2000, the Company issued 8,334 restricted common shares
to its former president for services rendered during 1999. The services
provided were valued at $12,500. The shares were issued pursuant to an
exemption from registration under Section 4(2) of the Securities Act of
1933.
On March 28, 2000, the Company issued 27,000 restricted common shares
to its former secretary for services rendered during 1999 and the first
quarter of 2000. The services provided were valued at $40,500. The shares
were issued pursuant to an exemption from registration under Section 4(2)
of the Securities Act of 1933.
On March 28, 2000, the Company issued 10,000 restricted common shares
for rental expense incurred during 1999 and the first quarter of 2000. The
rental expense was valued at $15,000. The shares were issued pursuant to
an exemption from registration under Section 4(2) of the Securities Act of
1933.
On March 28, 2000, the Company issued 126,840 restricted common shares
to its president for services rendered and for reimbursement of expenses
incurred on behalf of the Company. The services and reimbursement were
valued at $190,260. The shares were issued pursuant to an exemption from
registration under Section 4(2) of the Securities Act of 1933.
On March 28, 2000, the Company issued 134,312 restricted common shares
to resolve an outstanding debt of $201,468. The shares were issued
pursuant to an exemption from registration under Section 4(2) of the
Securities Act of 1933.
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Item 5. Other Information
--------------------------
The Company incorporates fully herein by reference the Form 8-Ks it
filed on February 7, 2000 and March 28, 2000.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(A) Exhibits. The following exhibits are included as part of
this report:
Exhibit SEC
Number Ref. Title of Document Location
---------------------------------------------------------------------------
2.01 2 Agreement and Plan of As Filed
Reorganization
4.01 4 8% Series A Senior Subordinated As Filed
Convertible Redeemable Debenture
4.02 4 8% Convertible Notes As Filed
No. A 001- A004
4.03 4 8% Convertible Note As Filed
No. B 001
27.01 27 Financial Data Schedule As Filed
(B) Reports on Form 8-K
On February 7, 2000, Navitec Group, Inc., a reporting company filed a
Form 8-K reporting that it had been acquired by the Company. The pro-forma
financial statements required to be filed with this 8-K, are not finished
and have not been filed.
On March 28, 2000, the Company filed Form 8-K reporting the
resignations of William K. Beck, Edward Superfon, and Robert C. Stenquist
as directors, and the resignation of Robert C. Stenquist as the Secretary.
The Company also reported the appointment of Debra Gilson as Secretary and
Treasurer and Robert C. Stenquist as assistant secretary. The 8-K
disclosed that the Company had reached agreements in principal to acquire
all of the issued and outstanding shares of Car Rental Direct.com, Inc.,
and Engulf and Devour Creative Group, Inc. Finally, the 8-K also stated
that the Company had reached an agreement in principle to enter into a
joint venture agreement with Hagen Marketing & Communications, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this to be signed on its behalf by the
undersigned thereunto duly authorized.
WorldNet Resource Group, Inc.
October 5, 2000 /s/ Stephen Brown
------------------------
Stephen Brown
Chief Executive Officer, President and Director
October 5, 2000 /s/ Noel Navarro
------------------------
Noel Navarro
Vice President, Secretary, Treasurer and
Chief Accounting Officer
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