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United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter Ended Commission File Number
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September 30, 2000 0-28225
WORLDNET RESOURCE GROUP, INC.
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(Exact name of registrant as specified in its charter)
UTAH
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(State or other jurisdiction of incorporation or organization)
91-2063239
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(I.R.S. Employer Identification No.)
4052 Del Rey Avenue, Suite 108
Marina Del Rey, California 90292
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(Address of principal executive offices)
(310) 578-6950
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Act:
None
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
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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; 43,238,138 shares outstanding
as of November 17, 2000
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WORLDNET RESOURCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
ASSETS
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December 31, September 30,
1999 2000
<S> <C> <C>
CURRENT ASSETS
Cash $ 18,872 $ 991
Inventory 21,639 21,639
Stock Subscriptions Receivable - 250,000
Notes Receivable - 25,360
Due from Car Rental Direct.com - 200,000
Due from Stockholders 29,912 29,912
Prepaid Expenses - 100,000
Total Current Assets 70,423 627,902
PROPERTY AND EQUIPMENT, net 17,544 108,955
GOODWILL 150,540 280,922
INVESTMENTS 979,849 1,144,231
RECORD MASTERS 513,000 513,000
REMASTERING COSTS, net 150,567 102,443
RECORD LICENSE RIGHTS 1,000 1,000
$ 1,882,923 $ 2,778,453
LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
Accounts payables and accrued expenses $ 274,779 $ 366,222
Payroll Liabilities - 33,664
Due to related parties 370,666 245,831
Stockholders Advances 397,197 -
Due to Planet Entertainment Co. 180,615 180,615
Due to Investments - 500,000
Items in Litigation - 1,207,132
Accrued Interest - 34,400
Total Current Liabilities 1,223,257 2,567,864
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
100,000,000 shares authorized;
6,391,711 and 43,238,138 shares
issued and outstanding 6,392 43,238
Additional Paid-In Capital 14,144,008 17,875,255
Accumulated (deficit) (13,490,734) (17,707,904)
Total Stockholders Equity 659,666 210,589
$ 1,882,923 $ 2,778,453
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WORLDNET RESOURCE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Nine For the Three
Months Ended Months Ended
September 30, September 30,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
SALES $ - $ - $ - $ -
COST OF SALES - - - -
GROSS PROFIT - - - -
OPERATING EXPENSES:
General and Administrative 955,629 158,685 285,857 85,503
Failed Acquisition costs 218,343 - - -
Depreciation and amortization 96,926 45,867 59,422 15,289
Total Operating Expenses 1,270,898 204,552 345,279 100,792
OTHER INCOME ( EXPENSES):
Amortization of loan fees (1,780,000) - - -
Interest expense (386,532) (6,306) 369,432 (1,156)
Interest Income 1,257 - - -
Total Other Expenses (2,165,275) (6,306) 369,432 (1,156)
NET (LOSS) $(3,436,173) $(210,858) $ (299,578) $(101,948)
NET (LOSS) PER COMMON SHARE
BASIC AND DILUTED $ (0.13) * $ (0.03) $ (0.03)
Weighted Average Number of
Common Shares Outstanding 24,873,351 39,538,761 9,285,808 3,295,879
*Less Than $(.01) per share
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WorldNet Resource Group, Inc.
Consolidated Statement of Cash Flow
For 3rd QTR Ending September, 2000
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<CAPTION>
For the Nine Months Ended
September 30,
1999 2000
<S> <C> <C>
CASH FLOWS FROM (TO) OPERATING ACTIVITIES:
Net (loss) $ (210,859) $ (3,436,173)
Adjustments to reconcile net (loss)
to net cash provided (used) by operations:
Depreciation and amortization 45,868 96,926
Loss on Impairment of Assets - -
Stock Issued for Services and failed
acquisitions 3,063 240,002
Stocks Issued for Loan Fees - 1,621,000
Bad Debt from advances to acquisition target - -
Changes in :
Prepaid Expenses - 100,000
Due from Stockholders - 40,000
Accounts Payable and Accrued Expenses 135,380 85,633
Advances to acquisition target - (650,000)
Accrued Interest 6,306 34,400
Payments received by stockholder - 469,116
Cash Flows Provided (Used) by Operating
Activities (20,242) (1,399,096)
CASH FLOWS FROM (TO) INVESTING ACTIVITIES:
Advances to AuctionFun (150,750) -
Purchases of Equipment - (91,094)
Cash Paid for acquisition of Navitec - (150,000)
Cash Paid for Investments - (66,879)
Collection of Notes Receivable - 20,000
Cash Flows Provided (used) by Investing
Activities (150,750) (287,973)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
Sale of Common Stock - 153,648
Repayment of advances from stockholders - (69,035)
Advances from Stockholders 201,075 245,831
Proceeds of Convertible Debt - 1,355,000
Cash Flows Provided (Used) by Financing
Activities 201,075 1,685,444
NET CHANGES IN CASH 30,083 (1,625)
CASH, BEGINNING OF PERIOD 95 2,616
CASH, END OF PERIOD $ 30,178 $ 991
</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 for the three and nine months ended September 30, 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
presentation. These reclassifications had no effect on results of
operations or retained earnings as previously reported.
NOTE 2 - ACQUISITIONS
Acquisition of UltraVu.com, Inc.
--------------------------------
The Company recently finalized the acquisition 100% of the outstanding
shares of UltraVu.com, Inc. in exchange for 3,000,000 of the Company's
restricted common stock.. Ninety of UltraVu.com, Inc. was owned by the
Company's Chairman of the Board and the other ten percent was owned a non-
affiliated third party. By exchanging 3,000,000 shares of the Company's
restricted common stock, there was a change in control of the Company. The
Company accounted for its acquisition of UltraVu.com, Inc. under the
purchase method.
Acquisition of Sprocket Music, Inc.
-----------------------------------
The Company recently finalized the acquisition 100% of the outstanding
shares of Sprocket Music, Inc., in exchange for 4,500,000 of the Company's
restricted common stock. Approximately 33% of Sprocket Music, Inc. was
owned by the Company's Chairman of the Board and the other 67% were owned
by several non-affiliated third parties. By exchanging 4,500,000 shares of
the Company's restricted common stock, there was a change in control of the
Company. The Company accounted for its acquisition of Sprocket Music, Inc.,
under the purchase method.
NOTE 3 - CONVERTIBLE DEBT
In August 2000, the holders of the Series A 8% Convertible Notes due
on May 1, 2000, and the series B 8% Notes Due on June 16, 2000, entered
into litigation with the Company to collect on past due amounts, plus
interest and legal fees. In October 2000, the note holders were granted a
judgment of $1,204,246.
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NOTE 4 - SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING
ACTIVITIES
On August 10, 2000, the Company issued 2,000,000 restricted shares of
common stock to the Company's Chairman of the Board in exchange for his 20%
interest in MyMobileCity.com, Inc. The Company recorded this transaction
using the purchase method of accounting.
On August 11, 2000, the Company made a five for one stock exchange
with Entertech Media Group. The Company issued 10,000,000 restricted shares
of common stock for 2,000,000 Entertech Media Group restricted shares of
common stock; as a result the Company now owns approximately 9% of
Entertech Media Group. The Company recorded this transaction using the
purchase method of accounting.
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.
General
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The Company was incorporated in 1981 in the state of Utah. The Company
changed its name 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. The Company seeks to
develop and operate new technology ventures, which are poised to create
synergies with traditional real-world businesses.
The plan is to build a portfolio of technology companies that can
partner with and complement brick-and-mortar companies. The Company will
create or acquire, launch, and operate technology companies that offer
online services that enhance the products and services of traditional
offline businesses. Through the operation of majority-owned subsidiaries,
and taking strategic positions in other related technology companies the
Company will enhance the development and growth of traditional businesses
through new media technology.
The Company may seek to realize gains on its investments 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 with the ability to increase shareholder value and
provide capital to support future growth in the Company's subsidiaries and
investments.
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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
Company believes that through the development or acquisition of
complementary businesses, strategic alliances among its subsidiaries can
increase their profitability. 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 is currently negotiating the acquisition of or owns all or
a majority interest in several companies including, UltraVu.com, Inc.,
Eccount.com, Inc., AnythingSurplus.com, Inc., SprocketMusic, Inc.,
SprocketRadio.com, Inc., That'sTheTicket, Inc., Century Records, Inc., and
Randall Entertainment, Inc. The Company is also currently negotiating the
acquisition of or owns minority interests in MyMobileCity, Inc., EnterTech
Media Group, Inc., Auctionfun.com, Inc., Hall of Fame Partners, Inc. and
USOnline.com.
Products and Services
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The products and services of the Company's subsidiaries as of
September 30, 2000, include the following:
UltraVu.com
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In November 2000, the Company finalized the acquisition of
UltraVu.com, Inc., from Stephen Brown and Home Equity Builders. The Company
issued 3,000,000 restricted shares of Company common stock to Stephen Brown
and to a non-affiliated third party. Stephen Brown received 2,500,000 of
those shares. The remaining shares were issued to a non-affiliated third
party.
UltraVu is a streaming media solutions provider that specializes in
simplifying Internet video for business applications. The Company has
developed a host of outsourced service offerings customized for unique
business applications, including video encoding, streaming media management
and hosting, and a customizable video player that supports Microsoft's
Windows Media format.
UltraVu enables e-commerce companies, online advertisers, corporate
users and individuals to easily and reliably convey their message via video
over the Internet. In addition, we provide professional support for
website integration and free consulting services to get the most from your
video content.
UltraVu believes that the use of streaming media technologies by
businesses and individuals will continue to grow at an accelerating pace
and the Company will aggressively develop product applications and services
to meet the needs of this growing market.
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MyMobileCity
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In August 2000, the Company acquired Stephen Brown's 20% interest in
MyMobileCity in exchange for 2,000,000 restricted shares of Company common
stock.
MyMobileCity is a development house created to provide businesses with
application, service, and distribution solutions on the wireless Internet.
MyMobileCity develops new and original wireless technologies and applies
them in "real-world" applications, enhancing both the business' and end-
user's experience. MyMobileCity seeks to be the premier wireless solutions
provider, connecting businesses with consumers on wireless devices.
MyMobileCity will derive its revenue from consulting, development,
hosting, licensing, and distribution commissions. MyMobileCity's
development services will provide a complete solution for a wireless
presence.
EnterTech Media Group
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In August 2000, the Company exchanged 10,000,000 restricted shares of
its common stock for 2,000,000 restricted shares of EnterTech common stock.
WNRG is negotiating a strategic agreement with EnterTech to
collaborate on the production of programming for the Internet and visual
telephone based technologies, both wired and wireless. The companies are
also considering expanding their websites to include areas devoted to
original and re-purposed 3D content, as well as specific programming such
as children's programming and science fiction. It is anticipated that this
content will be marketed on a business-to-business basis to sites using the
UltraVu Player.
Eccount
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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 book sellers, leading online
merchants and content providers, and others.
Eccount will also sell on-line direct marketing services to its member
merchants and others.
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AnythingSurplus.com
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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.
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Auctionfun.com
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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 suggest, 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.
Sprocket Music
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Sprocket Music will be a traditional record label company. Sprocket
will find and sign artists to its label and engage in all other activities
associated with a record label company. Sprocket will have a traditional
off-line retail distribution system. Sprocket, will also have an on-line
presence. Music from its artists will be downloadable via mp3 technology.
The Company finalized its acquisition of Sprocket Music, Inc. from
Stephen Brown and several other non-affiliated third parties. The Company
issued 4,500,000 restricted common shares for this acquisition. Pursuant
to the terms of the agreement, Mr. Brown will receive 1,500,000 of those
shares. The remaining shares will go to non-affiliated third parties.
Century Records
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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
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The Company owns a 20% interest in Hall of Fame. 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/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
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Randall Entertainment is currently inactive.
Liquidity and Capital Resources
-------------------------------
Since our inception, we have financed our operations primarily through
advances from stockholder, loans and private sales of our equity
securities. As of Sept. 30, 2000, we had $991.00 in cash. For the nine
months ended September 30, 2000, operating activities used net cash of
$988,060 primarily from a net loss from operations of $3,436,173, which was
offset by depreciation and amortization of $96,926, amortization of loan
fees of $1,621.00 and stock issued services and failed acquisition costs
valued at $240,002.
For nine months ended September 30, 2000, investing activities used
net cash of $287,973 primarily for the acquisition of a percentage share of
MyMobileCity and full acquisition of Sprocket Music, Inc and UltraVu.com,
Inc., respectively, including the purchase of computer equipment and
accessories.
Cash flows provided by financing activities amounted to $1,685,444 of
which proceeds from the sale of convertible debt equaled $1,355,000 and net
of $176,796 advances from stockholder.
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Results Of Operations
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Comparison of the nine months ended September 30, 2000 and the nine
months ended September 30, 1999.
REVENUE
The Company had no revenues during the nine months ended September 30,
2000 and 1999.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, General and Administrative expenses increased by $200,354 or
234% compared to the three months ended for the same quarter last year;
while, for the last nine months ended the Company's General and
Administrative expenses increased by $796,944 or 502% as compared to the
last nine months ended for the same period last year. The reason behind
this is the increased activity in the Company's operation. The Company has
since hired approximately 14 additional employees since last year.
Depreciation and Amortization have increased by 111% due to the increased
activity in the Company's operation.
INTEREST EXPENSE
Interest expense for the nine months period ended September 30, 2000
was $369,432 as compared to $6,036 for the corresponding prior period due
to the increase in debt outstanding during the period.
FAILED ACQUISITIONS
A total of $218,343 in failed acquisitions represented expenses
covering salaries, sales and marketing promotions, professional fees and
other organizational costs incurred during the time. The Company was
establishing an Internet platform for an agricultural business concern but
considered that such activity was not in the best interest of the Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no significant changes in the Company's legal matter
with H.A.A., Inc, Birdie Capital Corporation, Forest Equities, and Steven
Berger.
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, were issued by the Company since July 1,
2000:
On July 31, 2000, the Company issued of 500,000 restricted common
shares and on August 11, 2000, the Company issued 2,500,000 restricted
common shares to acquire certain information streaming technology, domain
names, business concepts, business plans, industry contacts and know how
from its developers. The 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. Stephen Brown, the Company President received
2,500,000 shares of the restricted common stock. The remaining shares were
issued to a non-affiliated third party.
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On August 8, 2000, the Company issued of 4,500,000 to acquire certain
domain names, business concepts, business plans, industry contacts and know
how. The 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. Stephen Brown, the Company President received 1,500,000
shares of the restricted common stock. The remaining shares were issued to
a non-affiliated third party.
On August 10, 2000, the Company issued 800,000 restricted common
shares to a consultant for investment marketing and analysis services to be
provided by the consultant. The services were valued at $100,000. The
shares were issued pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933.
On August 10, 2000, the Company issued 2,000,000 restricted common
shares to Latymer Investments as a collateral for a convertible debenture.
This convertible debenture is expected to materialize in November 2000. The
shares were issued pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933.
On August 11, 2000, the Company issued 10,000,000 shares of its
restricted common stock in exchange for 2,000,000 restricted shares of
EnterTech Media Group, Inc., common shares. The 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.
On August 21, 2000, the Company issued 2,000,000 restricted shares to
Stephen Brown to acquire his 20% interest in MyMobileCity. The 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.
On August 28, 2000, the Company granted Stephen Brown, its President,
an option to acquire up to 500,000 shares of Company common stock pursuant
to the WorldNet Resource Group, Inc., 2000 Incentive Stock Option Plan.
The option was granted to Mr. Brown, in lieu of salary for the third
quarter of 2000. The exercise price of the option is $.069, which is
equal to 110% of the closing price of the stock on the grant date. The
option was issued pursuant to an exemption from registration under Section
4(2) of the Securities Act of 1933. No cash was received by the Company.
On November 17, 2000, the Company issued 500,000 common shares to
Poulton & Yordan for consulting services rendered in connection with the
Company's various mergers and acquisitions. These shares were granted
under the WorldNet Resource Group, Inc., 2000 Incentive Stock Option Plan.
The shares were issued pursuant to a Form S-8 Registration Statement filed
by the Company on November 7, 2000.
Item 5. Other Information
On August 28, 2000, the Board of Directors of the Company approved the
WorldNet Resource Group, Inc., 2000 Incentive Stock Option Plan. Pursuant
to the Plan, the Company granted Stephen Brown, its President, an option to
acquire up to 500,000 shares of Company common stock. The option was
granted to Mr. Brown, in lieu of salary for the third quarter of 2000. The
Company also granted a stock award to Poulton & Yordan for consulting
services rendered to the Company relating to merger and acquisition
transactions.
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On October 20, 2000, the Company entered into a non-binding letter of
intent to acquire a minority interest in USOnline.com, Inc. Pursuant to
the letter of intent, the Company will purchase shares of USOnline common
stock for cash. Under the proposed terms of the letter of intent, the
Company was to purchase 250,000 shares by November 5, 2000. That
acquisition did not occur. The Company anticipates a Definitive Agreement
will be negotiated and entered into and the transaction will be closed
within 60 days of the date of this Form 10-QSB.
On November 7, 2000, the Company entered into a non-binding letter of
intent to acquire all of the issued and outstanding common stock of That's
The Ticket, Inc. The Company anticipates a Definitive Agreement will be
negotiated and entered into and the transaction will be closed within 60
days of the date of this Form 10-QSB.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits. The following exhibits are included as part of this
report:
Exhibit SEC Exhibit
Number Ref. Number Title of Document Location
------- ----------- ---------------------------------- ---------
10.01 10 Letter of Intent to Acquire Attached
Shares of USOnline.com, Inc.
10.02 10 Letter of Intent to Acquire Attached
That's The Ticket, Inc.
10.03 10 Agreement to Acquire Interest Attached
In MyMobileCity.Com, Inc.
10.04 10 WorldNet Resource Group, Inc. (1)
2000 Incentive Stock Option Plan
10.04 10 Share Exchange Agreement Attached
27.01 27 Financial Data Schedule Attached
(1) Incorporated herein by reference from the Registrant's Registration
Statement on Form S-8 filed November 7, 2000 (File No. 333-49440).
(B) Reports on Form 8-K
None.
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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.
November 20, 2000 /s/ Stephen Brown
------------------
Stephen Brown
Chief Executive Officer, President
and Director
November 20, 2000 /s/ Noel Navarro
------------------
Noel Navarro
Vice President of Finance,
Secretary and Treasurer
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