SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
<P>
FORM 8-K12G3
<P>
CURRENT REPORT
<P>
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
Date of Report (Date of earliest event reported):
May 11, 2000
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WORLD AM COMMUNICATIONS, INC.
<P>
(Exact Name of Registrant as Specified in Its Charter)
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Florida
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(State or Other Jurisdiction of Incorporation)
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000-2989759-3253968
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(Commission File Number) (IRS Employer
Identification No.)
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1400 W.122nd AVENUE, SUITE 104, WESTMINSTER, COLORADO 80234
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(Address of Principal Executive Offices) (Zip Code)
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(303) 452-0022
<P>
(Registrant's Telephone Number, Including Area Code)
<P>
ALLMON MANAGEMENT INC.
128 APRIL ROAD
PORT MOODY, BRITISH COLUMBIA, CANADA V3H-3M5
<P>
(Former Name or Former Address, if Changed Since Last
Report)
<P>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
<P>
Pursuant to an Agreement and Plan of Merger (the
"Acquisition Agreement") effective May 11, 2000, World Am
Communications, Inc., a Florida corporation (the "Company"),
acquired one hundred percent (100%) of all the issued and
outstanding shares of common stock ("Common Stock") of
Allmon Management Inc., a Delaware corporation ("Allmon"),
from Gerald Ghini and Robert Hainey, together representing
all of the shareholders of issued and outstanding common
stock of Allmon, for $25,000 and 150,000 shares of $0.0001
par value common stock of the Company (the "Acquisition").
<P>
The Acquisition was approved by the Board of Directors and a
majority of the shareholders of both Allmon and the Company
on May 11, 2000. The Acquisition is intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended ("IRC").
<P>
Upon effectiveness of the Acquisition, pursuant to Rule
12g-3(a) of the General Rules and Regulations of the
Securities and Exchange Commission (the "Commission"), the
Company elected to become the successor issuer to Allmon for
reporting purposes under the Securities Exchange Act of 1934
(the "Act") and elects to report under the Act effective May
11, 2000.
<P>
As of the effective date of the Acquisition Agreement,
Allmon shall assume the name of the Company. The Company's
officers and directors will become the officers and
directors of Allmon. As of the Effective Date, Mr. Ghini
shall have resigned as an officer and director of Allmon.
<P>
No subsequent changes in the officers, directors and five
percent shareholders of the Company are presently known. The
following table sets forth information regarding the
beneficial ownership of the shares of the Common Stock (the
only class of shares previously issued by the Company) at
May 11, 2000 by (i) each person known by the Company to be
the beneficial owner of more than five percent (5%) of the
Company's outstanding shares of Common Stock, (ii) each
director of the Company, (iii) the executive officers of the
Company, and (iv) by all directors and executive officers of
the Company as a group, prior to and upon completion of this
Offering. Each person named in the table, has sole voting
and investment power with respect to all shares shown as
beneficially owned by such person and can be contacted at
the address of the Company.
<P>
<TABLE>
<S> <C> <C> <C>
NAME OF SHARES OF
TITLE OF CLASS BENEFICIAL OWNER COMMON STOCK PERCENT OF CLASS
- -------------------------------------------------------------------------
Common James H. Alexander 18,000,000 29.12%
<P>
Paul M. Labarile 18,000,000 29.12%
<P>
Richard M. Muller -0- 0%
<P>
W.C. Entertainment 12,000,000 19.41%
& Promotions, Inc. (a)
<P>
DIRECTORS AND 36,000,000 58.24%
OFFICERS AS A
GROUP (3)
</TABLE>
<P>
(a) Robert Esposito, 2215 Highpointe Drive, Brandon,
Florida 33511 is the beneficial owner of W.C. Entertainment
& Promotions, Inc.
<P>
The following is a biographical summary of the directors and
officers of the Company:
<P>
James H. Alexander, 62, has been President and Chief
Executive Officer of World Am since February 18, 2000, the
date that Isotec became a wholly owned subsidiary of World
Am. Mr. Alexander was the founder of Isotec, Inc., a
company engaged in the design, manufacture and installation
of access control portals for the security markets involving
weapons detection and asset protection, personnel and
material, control for federal and state government,
financial institutions, and business/commercial
applications. In 1992, he founded T.D.I., Inc. and has been
its President since that time. Such company is engaged in
sales and marketing of security products, consulting, fund
raising, acquisition and mergers of established and start-up
hi-technology firms. From 1992 through 1997, Mr. Alexander
was General Manager and Chief Operating Officer of Zykronix,
Inc., a company that designs and produces the world's
smallest computers for the industrial and commercial
markets. As Chief Operating Officer of such company from
1995 through 1997, he was responsible for restructure of the
organization and all business activities of the company
including Profit and Loss statements, production, sales and
marketing, contracts, materials, finance and administration.
During 1997 and 1998, Mr. Alexander also was the managing
broker and a consultant to Lafayette Century 21 Agency-Corp.
Relocation and Marketing located in Colorado and from
January 1993 to November 1995 was the director of corporate
relocations for Moore and Company Relators located in
Colorado. Mr. Alexander attended Rollins Colleges where he
took courses leading to BSBA.
<P>
Paul M. Labarile, 53, has been Chief Technical Officer for
World Am since February 18, 2000, the date that Isotec
became a wholly owned subsidiary of World Am. Prior to such
time he was the Chief Technical Officer of Isotec, Inc. a
company engaged in the design, manufacture and installation
of access control portals for the security markets involving
weapons detection and asset protection, personnel and
material, control for federal and state government,
financial institutions, and business/commercial
applications. From 1997 through 1998, he was employed by
Sytron Inc. where he assisted Sytron in its transfer upon
acquisition of Campbell Engineering Co. by Sytron. From
1990 through 1997, Mr. Labarile was employed by Campbell
Engineering Co. as the Executive Vice President of
Engineering responsible for design of commercial lines of
Access Control Portals including low cost integrated
interlocking weapons detector portals for financial
institutions. He was also responsible for the design of
hands free automatic sliding door portals with the "one step
walking weight system." His other responsibilities were to
analyze and define, design, develop, and engineer and
implement solutions to security requirements for DOE, DOD,
and Commercial accounts. Mr. Labarile received his A.A.
degree in Electronics from Diablo Valley College located in
Concord, California.
<P>
Richard M. Muller, 47, has been a Director of World Am since
February 18, 2000, the date that Isotec became a wholly
owned subsidiary of World Am. Since 1999, he has been the
Vice President of Finance and Administration and a Director
of Isotec, Inc. From 1986 to the present, he has served as
the attorney-in-fact of Denora Corporation based in Aruba.
Denora is a multi-national investment company. He is
responsible for the organization and implementation of all
fiscal and administrative activities. In addition, he
serves as the manager of all domestic and foreign investment
portfolios. In 1975 Mr. Muller received a Bachelor of
Science Degree in Business Administration from the
University of Colorado at Boulder.
The Directors named above will serve until the next annual
meeting of the shareholders of the Company in the year 2001.
Directors will be elected for one-year terms at each annual
shareholder's meeting. Officers hold their positions at the
appointment of the Board of Directors.
<P>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
<P>
Pursuant to the Acquisition Agreement, the Company acquired
one hundred percent (100%) of the issued and outstanding
shares of common stock (Common Stock) of Allmon from Gerald
Ghini and Robert Hainey, together representing all of the
shareholders of issued and outstanding Common Stock of
Allmon, for $25,000 and 150,000 shares of $0.0001 par value
common stock of the Company. In evaluating the Acquisition,
Allmon used criteria such as the value of the Company's
business relationships, goodwill, the Company's ability to
compete in the security and automated passage control
industry, the Company's current and anticipated business
operations, and the background of the Company's officers and
directors in the security industry. No material
relationship exists between the selling shareholders of
Allmon or any of its affiliates, any director or officer, or
any associate of any such director or officer of Allmon and
the Company. The consideration exchanged pursuant to the
Acquisition Agreement was negotiated between Allmon and the
Company in an arm's-length transaction. The consideration
paid derived from the Company's cash on hand and treasury
stock.
<P>
World Am, through its wholly owned subsidiary, Isotec, Inc.
has developed and is in the process of developing innovative
systems and operations that will allow the Company to
establish itself as a leader in the field of Security and
Automated Passage Control.
<P>
Over the past twenty years systems have evolved from simple
metal detection devices to sophisticated "man trap" systems
employing state-of-the-art electronics and detection
devices. In recent years the demand for such devices has
escalated as the instances of international and urban
terrorism increases. Today, demand for Automated Passage
Control equipment transcends the past traditional users,
i.e., hi-security Governmental and military installations,
to include Banks, Industrial complexes, laboratories,
airports, schools and retail establishments. The state-of-
the-art in weapons design and drastic reduction in the
package size of such devices has also created a very large
international market for this equipment, especially in third
world countries with a history of political unrest.
<P>
Isotec has assembled a team of senior technical,
sales/marketing and business personnel, possessing years of
design and manufacturing experience in the security field,
to provide the vision and hands-on direction. The technical
personnel have been engaged in the design and manufacture of
Automated Passage Control devices for twenty years and bring
to Isotec fully completed, state-of-the-art designs for
today's applications, and a technical credibility and level
of personnel excellence in the Dealer/Commercial and
Governmental marketplaces. The products developed contain
innovative, modular concepts not heretofore offered by the
industry. New products under development include embedded,
PC based controllers capable of remote diagnostics, optical
turnstiles and digital occupancy sensors.
<P>
Isotec has established a dynamic, fast response, development
and manufacturing organization providing leading edge,
quality, security products, standard and customized systems,
through its dealer (installer) network to commercial
organizations, to OEM customers, and Governmental and
Defense agencies.
<P>
The Company
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<P>
World Am is a Florida Corporation founded in 1994
which, through its wholly owned subsidiary, Isotec, Inc.,
develops, manufactures and distributes Automated Passage
Control and security devices. The Company has been aided in
its endeavors by alliances with several product developers,
sales representatives and dealers, and manufacturers and
suppliers. This business was commenced in February 2000
after the Company undertook a stock purchase agreement with
amongst others, the principals of Isotec, Incorporated,
specifically James H. Alexander and Paul M. Labarile.
Isotec became the Company's wholly owned subsidiary.
Shortly thereafter in April 2000 Isotec acquired all the
assets of Technology Development International ("TDI") (Mr.
Alexander was the sole owner of TDI and did not receive any
compensation for this transaction, a sales and marketing
company representing 23 products in the security industry.
Such products complement Isotec's products.
<P>
Key to the Company's growth and success is the reputation in
the industry of its experienced technical personnel, its
management and marketing expertise, comprising a team
devoted to the goal of achieving an industry position
wherein World Am is acknowledged for the excellence and
quality of its leading edge products. This team consists of
experienced engineers, business, marketing and manufacturing
personnel, Sale Representatives and National Dealers (under
executed agreements).
<P>
Prior Business
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<P>
The Company, under the name Bedroc's of Brandon, Inc.,
formerly operated a family restaurant located in Brandon,
Florida commencing operations in January 1995. On January
3, 1996, the restaurant closed for major renovations related
to the changing of the theme of the restaurant. The Company
completed renovations in July 1997 and reopened in August
1997 as the Garden Grille. In March 1998 the Company
discontinued the restaurant operations (its only business
segment) and proceeded to write-off the net book value of
the restaurant property and equipment. Later that year,
Robert Esposito joined the Company in September 1998, it
changed its name to World Am Communications, Inc. and
commenced operations as a company that provided analog and
digital cellular services in West Central Florida and
provided digital and alphanumeric paging services under
resale contracts. This business plan was unsuccessful and
the Company had no operations until the Isotec Stock
Purchase Agreement was consummated in February 2000.
<P>
Services and Products
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<P>
The Company's business direction currently falls into five
(5) categories; 1) Design and manufacture of a standard
line of Automated Passage Control (APC) systems for
commercial, retail and government use; 2) OEM
manufacturing; 3) Customization/modification of APC
systems per customer specifications; 4) Development of
security devices for APC; and 5) Sales, Marketing and
Distribution of products including Metorex metal detectors,
Axcess and Prism asset tracking devices and digital video
products, RFID smart tags and labels, TSA nuclear
measurement detection devices, Securetec miniature cameras,
and Mark Solutions pre-fabrication prison cells.
<P>
Product Manufacturing
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<P>
The Company performs the fabrication, assembly and test of
the products in its own leased facilities. It has the
experienced mechanical and electronic personnel and
production equipment available to perform the manufacturing
required.
<P>
New Product Development
- -----------------------
<P>
The Company has identified several product enhancement items
as well as new passage control products which are under
development or will be within the next six months. The
Company has formed a relationship with a designer and
manufacturer of a business card sized embedded PC, to design
and manufacture an embedded 586 controller for its standard
line of products. In addition, at the request of a
government lab, it will design a line of optical turnstiles
for both commercial and government sales. Lastly, the
Company is in the process of designing a proprietary,
patentable, digital video occupancy sensor which will
replace cumbersome and expensive weight sensing systems
currently employed in the industry today.
<P>
Custom Products
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<P>
Many dealers and their customers, as well as government
agencies, have a specialized project in mind requiring non-
standard components and architectural considerations. Such
projects are relatively common and require little or no
customer paid non-recurring engineering costs due to the
modular characteristics of the standard design.
<P>
Sales, Marketing, Distribution and Installation
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<P>
Perhaps one of the primary strengths in the Company's
positioning is that all products developed are sold
commercially through a national dealer network,
professionals in the field of applications engineering in
the security field. Sales to the government are handled, in
most cases, directly by the Company or its sales
representatives. World Am equipment is modular in design
and is shipped disassembled for installation in the field.
All systems, commercial and retail, are extremely portable
and can be readily disassembled for installation in other
locations.
<P>
Isotec has designed systems installed at the following
locations:
<P>
Department of Energy
--------------------
Lawrence Livermore National Laboratories
Pantex Plant
Savannah River Project
Rocky Flats Plant
EG & G
Sandia National Laboratories
Los Alamos National Laboratories
U.S. Air Force
--------------
Cape Canaveral AFB
Vandenberg AFB
Falcon AFB
Ellsworth AFB
Kirtland AFB
Minot AFB
Aerospace
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Rockwell International
Boeing
Ford Aerospace
General Electric
Harris Corporation
Commercial
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John Hancock Insurance
Mellon Bank
Household Credit Union
Business Bank
Wells Fargo Bank
Albertson's Credit Union
Arundel Federal Savings
<P>
Product Quality and Customer Service
- ------------------------------------
<P>
The Company's goal is to become the leader in the design and
manufacture of quality built Passage Control devices through
the use of approved material and finish suppliers and the
use of in house quality standards and procedures. The
Company will take a pro-active approach to customer needs
and satisfaction through continued contact, problem
resolution, product improvement, innovative features and
cost reduction efforts.
<P>
Product Description
- --------------------
<P>
WEAPONS CONTROL SYSTEMS - These systems are fabricated as
one or two lane structures with interlocking doors designed
to prevent weapons from entering a facility. They
incorporate a high strength tubular aluminum structure with
heavy-duty narrow stile doors and closer hardware. Magnetic
locks, sensors, display(s) and control electronics are
incorporated to monitor all interlock functions while a
variety of metal detectors can be used to scan for weapons.
Ballistic panels up to Level III can be installed in these
structures providing a deterrent as required by the
customer. Site specific applications employing modular
designs and various construction materials, i.e. laminated
oak and ballistic fiberglass, to match architectural
requirements are available. This product is used for any
application requiring weapons monitoring.
<P>
PASSAGE CONTROL SYSTEMS - These systems are fabricated as
two door bi-directional structures with interlocking doors
designed to prevent unauthorized individuals from entering a
facility. These systems incorporate a high strength tubular
aluminum structure with heavy-duty narrow stile doors and
closer hardware. Locks, sensors, displays and control
electronics are incorporated to monitor all interlock
functions while a variety of card readers, keypads and or
biometric devices can be installed to identify the occupant
before passage. This system also has the advantage of
incorporating a occupancy weight system thereby allowing one
person to pass at a time. This product can be used in any
high security applications requiring personnel monitoring.
<P>
ASSET PROTECTION SYSTEMS - These systems are fabricated as
single door passage monitors with two door bi-directional
structures with interlocking systems designed to prevent
unauthorized assets from entering or leaving a facility.
These systems incorporate a high strength tubular aluminum
structure with heavy-duty narrow stile doors and closer
hardware. Locks, sensors, displays and control electronics
are incorporated to monitor all interlock functions. This
system is best suited for applications requiring control of
company assets.
<P>
PASSAGE MONITORS - Passage Monitors are designed to replace
the standard door trim providing a directional I/R Light
Curtain to sense the direction of personnel passing through
it. These monitors work as a low cost occupancy detection
device and can be connected to existing card readers,
keypads and or biometric devices to unlock doors and provide
a method of passage monitoring. Two Passage Monitors can be
connected together to provide a complete interlock system.
These devices can be used where light to moderate access
control is required.
<P>
PEDESTRIAN TRAFFIC MONITORS - Pedestrian Traffic Monitors,
also known as electronic turnstiles, provide directional
control of personnel passing into and out of a facility.
This device can be used as a stand-alone indicator or be
coupled to a card access system. A number of features are
built into this product, which allow remote monitoring and
control. These devices can be used anywhere light access
control is required.
<P>
PEDESTRIAN COUNTERS - An inexpensive method of keeping track
of the number of individuals passing through your doors can
be accomplished with the ISOTEC Pedestrian Counter. These
counters can monitor standard 3-6 wide openings or optional
20-30 foot openings. Every system has a seven-character
display with key lock reset.
<P>
DIGITAL OCCUPANCY & ACCESS CONTROL SENSOR SYSTEM - This
device is a ceiling mounted occupancy recognition and
control system designed for any application requiring
occupancy detection, anti-tailgating and object detection.
When calibrated to the area installed this device will
recognize one or more people passing through a given area
and or zone. The unique software will also recognize and
alarm if a package is left behind. These devices features
user programmable functions such as room size calibration,
multi-user entry and exit and alarm functions associated
with passage tampering, parcel drops and approach sensing.
This device will also send to a video monitor, in case of an
alarm, a visual of the occupant zone. This device will be
available by the middle of the year 2000.
<P>
SITE SPECIFIC DESIGNS FOR ANY APPLICATION - No standard
application can solve everyone's security needs. ISOTEC
provides solutions for most any passage control situation.
Simply making a phone call can access our many years of high
and medium security knowledge.
<P>
GENERAL PURPOSE WALK-THROUGH METAL DETECTORS - These uniform
sensitivity walk-through metal detectors are perfect for any
general-purpose application requiring detection of metal
objects regardless of orientation. They are equipped with a
patented cross-pulsed magnetic field detection system to
provide good security plus optimum traffic flow.
Applications include Airports, Banks, Public Buildings,
Industry, Hospitals, and Casinos.
<P>
HIGH SENSITIVITY WALK-THROUGH METAL DETECTORS - These narrow
passage, high sensitivity systems are used where both
ferrous and non-ferrous materials are to be detected, such
as small knives, razor blades, items made from precious
metals and computer chips. Applications include Prisons,
computer chip manufacturers, manufacturers of precious
metals, and Mints.
<P>
HIGH DISCRIMINATION WALK-THROUGH METAL DETECTORS - With less
than a 5% faults alarm rate, in favorable conditions, these
metal detectors are one of the most popular. They are
equipped with a patented cross-pulsed magnetic field
detection system and improved interference rejection to
provide a high discrimination of objects passing through it.
Applications include Airports, Banks, Public Buildings,
Prisons, Industry, Stadiums, Hospitals, Power Plants, Hotels
and Casinos.
<P>
MULTI-ZONE WALK-THROUGH METAL DETECTORS - The multi-zone
walk through metal detector is like having eight individual
high discrimination metal detectors in one package. Each
zone can be individually programmed with it's own
sensitivity. Any weapon detected is displayed on a light bar
at the point where the object was detected. Applications
include Airports, Banks, Public Buildings, Prisons,
Industry, Stadiums, Hospitals, Power Plants, Hotels and
Casinos.
<P>
HAND HELD METAL DETECTORS - Mobile personnel screening can
be accomplished through the use of a lightweight, battery
powered and highly sensitive hand held metal detector.
Popular for any application requiring mobile personnel
screening.
<P>
SECURITY MONITORING SOFTWARE - A PC based control system,
for Windows 95/98/NT, is available to connect multiple metal
detectors together to provide a remote network for
monitoring and adjustment of all Metor walk-through metal
detectors. This product can be used with any of the above
applications where multiple systems are required.
<P>
DIGITAL COMPRESSION MODULE - Prism offers several models of
digital compression modules for the transmission of live
audio and video signals over a standard telephone line. A
unique feature of these modules is their patented digital
compression technology (CODEC). Other features depending on
model include analog or digital transmissions, pan/tilt/zoom
and multiplex.
<P>
DIGITAL VIDEO CAMERA - This CCD digital video camera has
been designed for TCP/IP addressable networks. It features
full-time standard video output that interfaces to existing
CCTV equipment, providing local output for recording to a
VCR, displaying on video monitors, and matrix switches.
<P>
DIGITAL NETWORK SOFTWARE - Prism offers full featured, fully
functional Windows based software packages for desktop or
laptop computers. With these software programs any PC can be
used as a video receiver. This software supports live
digital audio and video over standard telephone lines,
cellular phone communication and is Internet compatible.
Features include optimizing of system images, frame size, or
frame rate, along with the ability to operate pan/tilt/zoom
camera control. This software also supports multiple black
and white, color or infrared cameras, and four levels of
operator security. Applications include central station
monitoring, covert surveillance, digital video recording,
remote access control, remote facility management, video
alarm verification, and video guard tour check.
<P>
LONG RANGE PROXIMITY READER - These readers can be mounted
anywhere within 80 feet of the antenna assembly. Several
communication formats are available. Their transmit range
depends on the antenna selected which can be set up to 30
feet.
<P>
HIGH PERFORMANCE LONG RANGE ACTIVE TAGS - Axcess provides a
high performance active RFID tag suitable for a wide variety
of applications. These tags come in three forms: Vehicle,
Personnel and Asset. Operating range is typically 30 feet.
Each tag can be read in a variety of positions or
orientations with respect to the reader antenna. Tags
transmit data at a rate of up to 1K bits per second for high
speed performance and reliability.
<P>
PROXIMITY ANTENNAS - Axcess provides several standard
antennas each with it's own Automatic Tuning Unit (ATU).
These antennas can be placed in walls, in door ways and in
roads and streets. They can be custom built to suite most
any application. Antennas can be designed and built to fit
site specific applications. Check with the factory for
details.
<P>
RESOURCE MANAGEMENT SOFTWARE- This software package
provides the following capabilities: Tag monitoring -
detects tags at system readers and creates a tag transaction
history database. This software package also provides the
ability to lock and unlock doors based on tag detection with
time and zone restrictions. A functional linkage can then be
made to link employee tags and assets
<P>
PROXIMITY READERS - RFID offers a number of inexpensive
reader/writers for non-demanding general identification
needs based 125Khz technology. Readers are available in a
variety of packages for most any application. They have read
ranges of 1 foot to 30 feet and can be customized for site
specific applications including asset tracking and control
of equipment and personnel.
<P>
PROXIMITY TAGS - RFID offers a number of tag technologies
from 13.56Mhz to 125Khz. The 13.56 Mhz tags are the least
expensive tags on the market employing a variety of read
ranges and sizes with Read Only or Read/Write capabilities.
<P>
ELECTRONIC LOCKS - This U.L tested and listed product
replaces most combination locks for a quick and easy access
to a safe. Lock combinations can be changed without the aid
of a locksmith allowing the user to change codes at random.
Wilson Safe provides these locks as an option on any of
their listed safes.
<P>
DEPOSIT SAFES FOR CASH CONTROL - These solid steel "B" rated
safes are designed to allow quick deposits without actual
access inside the safe. Although instant protection against
hold-ups or burglary, these safes are not recommended for
overnight storage of cash.
<P>
DATA SAFES FOR COMPUTER MEDIA - These safes are specifically
design to protect digital files that might otherwise be lost
in a standard fire safe. These safes have been tested at
1,832 degrees Fahrenheit for one hour yet kept the internal
temperature to less than 125 degrees Fahrenheit and 85%
humidity.
<P>
FIRE SAFES - These safes are designed to protect documents
and valuables for one hour on small safes and two hours on
the larger safes. These one and two hour safes combine the
"B" rate burglary resistance with excellent fire resistance
with internal temperatures kept below 350 degrees
Fahrenheit.
<P>
"B"&"C" RATED SECURITY CHESTS - Available in a variety of
sizes these safes are a good choice for the security of cash
and valuables for Home and Business. These safes are
constructed of solid steel for excellent protection against
forced entry. The "B" rate safe have 1/2" steel doors and 1/4"
body. The "C" rate has a full 1" door and 1/2" body for
additional protection.
<P>
GAMMA PORTAL MONITORS - These monitors are designed to
automatically scan for special nuclear materials on
personnel passing though it. They are intended for
applications where relatively low energy emissions from U235
and Pu239 are the main concern. These monitors are used in
uranium enrichment plants, weapons manufacturing plants,
weapons storage sites, nuclear laboratories and nuclear
waste disposal and storage sites.
<P>
GAMMA WASTE MONITORS - These monitors are design to
automatically scan for special nuclear materials on
personnel passing though it. They are intended for
applications where relatively low energy emissions from U235
and Pu239 are the main concern. These monitors are used in
uranium enrichment plants, weapons manufacturing plants,
weapons storage sites, nuclear laboratories and nuclear
waste disposal and storage sites.
<P>
HAND-HELD GAMMA MONITORS - These hand-held monitors are
design to locate radioactive sources and to measure their
intensity in the field. They are suitable for hand-held
vehicular and pedestrian monitoring.
<P>
Competition. The Company will be the strongest competitor
in its niche by identifying and utilizing in a timely manner
the best, proven technology in the industry. It will be
positioned to quickly analyze and be prepared to invest in
attractive projects that meet its financial criteria. The
Company will differentiate itself by consistently selecting
and investing in projects that produce attractive returns at
a reasonable investment level. Availability of high quality
project data, production infrastructure and environmental
safeguards will be major factors when grading investment
opportunities. Risk management will be a major factor in
all of our business decisions.
<P>
MANAGEMENT COMPENSATION. The following table sets forth the
annualized base salary that indicates that the compensation
for our executive officers and directors has not exceeded
$100,000 on an annualized basis. We reimburse our officers
and directors for any reasonable out-of-pocket expenses
incurred on our behalf.
<P>
<TABLE>
<S> <C> <C> <C> <C>
SUMMARY COMPENSATION TABLE LONG-TERM COMPENSATION
-------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL STOCK UNDERLYING
POSITION YEAR SALARY($) AWARDS OPTIONS
- -------------------------------- ---------- ---------- ---------- ------------
None
</TABLE>
RISK FACTORS
<P>
LIMITED OPERATING HISTORY: Although the Company was founded
in 1994 and its prior business plan failed, its present
business plan is newly-organized, in its initial stages of
development, and lacks a substantial prior operating
history. The Company's prospects must be considered in
light of the risks, expenses and difficulties frequently
encountered by companies in early stages of development.
Such risks include, but are not limited to, an evolving and
unproven business model and the management of growth. To
address these risks, the Company must, among other things,
maintain and significantly increase its customer base,
implement and successfully execute its business and
marketing strategy, respond to competitive developments, and
attract, retain and motivate qualified personnel.
<P>
There is no assurance that the Company's business strategy
will be successful, or that additional capital will not be
required to continue business operations.
<P>
As of May 15, 2000, the Company had limited working capital.
The Company has limited material tangible assets. To date,
the Company has not created any revenues and, as a result of
the significant expenditures that the Company plans to make
in sales and marketing, research and development and general
and administrative activities over the near term, the
Company expects that it will continue to incur significant
operating losses and negative cash flows from operations on
both a quarterly and annual basis for the foreseeable
future. For these and other reasons, there can be no
assurance that the Company will ever achieve or be able to
sustain profitability.
<P>
DEPENDENCE ON KEY MANAGEMENT. The Company is highly
dependent on the services of James H. Alexander, Chief
Executive Officer and President and Paul M. Labarile, Chief
Technical Officer. The loss of their services could have a
materially adverse impact on the Company. The Company does
not currently maintain any key-man life insurance policy
with respect to any of these key management personnel.
<P>
POSSIBLE DIFFICULTY IN RAISING ADDITIONAL EQUITY CAPITAL.
There is no assurance that the Company will be able to raise
equity capital in an amount which is sufficient to continue
operations. In the event the Company requires financing, the
Company will seek such financing through bank borrowing,
debt or equity financing, corporate partnerships or
otherwise. There can be no assurance that such financing
will be available to the Company on acceptable terms, if at
all. The Company does not presently have a credit line
available with any lending institution. Any additional
equity financing may involve the sale of additional shares
of the Company's Common Stock or Preferred Stock on terms
that have not yet been established.
<P>
RISKS OF RAPID GROWTH. The Company anticipates a period of
rapid growth, which may place strains upon the Company's
management and operational resources. The Company's ability
to manage growth effectively will require the Company to
integrate successfully its business and administrative
operations into one dynamic management structure.
<P>
POSSIBLE ISSUANCE OF ADDITIONAL SHARES. The Company has
authorized 125,000,000 shares of Common Stock. The Company
presently has outstanding 61,807,049 shares of Common Stock,
the only class of stock of the Company for which shares have
been previously issued. As of the Effective Date of the
Acquisition Agreement, the Company will have authorized, but
un-issued, 63,192,951 shares of Common Stock which are
available for future issuance. The Company may issue shares
of Common Stock beyond those already issued for cash,
services, or as further employee incentives. To the extent
that additional shares of Common Stock or Preferred Stock
are issued, the percentage of the Company's issued and
outstanding shares of stock shall be increased and the
issuance may cause dilution in the book value per share.
<P>
DIVIDENDS NOT LIKELY. No dividends on the Company's Common
Stock have been declared or paid by the Company to date. The
Company does not presently intend to pay dividends on shares
for the foreseeable future, but intends to retain all
earnings, if any, for use in the Company's business. There
can be no assurance that dividends will ever be paid on the
Common Stock of the Company.
<P>
RISKS ASSOCIATED WITH NEW PRODUCTS AND NEW MARKETS. The
business of developing, manufacturing and distributing
Automated Passage Control and security devices is
characterized by rapid technological changes, changing
customer requirements, frequent service and product
enhancements and introductions, and emerging industry
standards. The introduction of services or products
embodying new technologies and the emergence of new industry
standards can render existing services or products obsolete
and unmarketable. The Company's future success will depend,
in part, on its ability to develop and use new technologies,
respond to technological advances, enhance its existing
services and products and, develop new services and products
on a timely and cost-effective basis. There can be no
assurance that the Company will be successful in effectively
developing or using new technologies, responding to
technological advances or developing, introducing or
marketing service and product enhancements or new services
and products. In addition, the Company may enter into new
markets in connection with enhancing its existing services
and products and developing new services and products. There
can be no assurance that the Company will be successful in
pursuing new opportunities or will compete successfully in
any new markets.
<P>
SUBSTANTIAL COMPETITION. A number of the Company's
competitors have significantly greater financial, technical,
administrative, manufacturing, marketing and other resources
than the Company. Some of the our competitors also offer a
wider range of services and products than us and have
greater name recognition and more extensive customer bases
than we do. These competitors may be able to respond more
quickly to new or changing opportunities and technologies
than we can. Moreover, current and potential competitors
have established or may establish cooperative relationships
among themselves or with third parties or may consolidate to
enhance their services and products. We expect that new
competitors or alliances among competitors will emerge and
may acquire significant market share.
<P>
The Company must overcome significant barriers to enter into
the business of developing, manufacturing and distributing
Automated Passage Control and security devices as a result
of its limited operating history. Many of its competitors
have substantially greater financial, technical, managerial
and marketing resources, longer operating histories and
greater name recognition. Such competitors may be able to
devote more resources to developing and manufacturing
security devices than our Company. There can be no assurance
that the Company will be able to compete effectively with
current or future competitors or that the competitive
pressures faced by the Company will not have a material
adverse effect on the Company's business, financial
condition and operating results.
<P>
RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND
RELATIONSHIPS. The Company has pursued and may in the future
pursue strategic acquisitions of complimentary businesses
and technologies. Acquisitions entail numerous risks,
including difficulties in the assimilation of acquired
operations and products, diversion of management's attention
to other business concerns, amortization of acquired
intangible assets, and potential loss of key employees of
acquired companies. There can be no assurance that the
Company will be able to integrate successfully any
operations, personnel, services or products that might be
acquired in the future or that any acquisition will enhance
the Company's business, financial condition or operating
results.
<P>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
- -----------------------------------
<P>
No court or governmental agency has assumed jurisdiction
over any substantial part of the Company's business or
assets.
<P>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
- ------------------------------------------------------
<P>
Guida & Jimenez, P.A. prepared the Company's audited
financial statements for the fiscal year ended June 30,
1998. Michael Johnson & Co., LLC prepared the Company's
audited financial statements for the fiscal year ended June
30, 1999 and the six month period ended December 31, 1999.
Finally, Michael Johnson & Co., LLC prepared the Company's
reviewed financial statements for the quarter ended March
31, 2000 and unaudited pro forma combined condensed
financial statements contained herein. Michael Johnson &
Co., LLC was retained as the Company's new accountants upon
the finalization of the Isotec transaction described herein.
<P>
ITEM 5. OTHER EVENTS
- --------------------
<P>
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, the Company elected to become the successor
issuer to Allmon Management Inc. for reporting purposes
under the Securities Exchange Act of 1934 and elects to
report under the Act effective May 11, 2000.
<P>
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
- --------------------------------------------------------
<P>
No directors have resigned due to a disagreement with the
Company since the date of the last annual meeting of
shareholders. Robert Esposito, formerly the sole director
and sole officer of the Company, resigned his position as an
officer and director of the Company upon the finalization of
the Isotec transaction described hereinabove.
<P>
ITEM 7. FINANCIAL STATEMENTS
- ----------------------------
<P>
The audited consolidated financial statements for the year
ending June 30, 1999, the year ending June 30, 1998, the
audited consolidated financial statements for the six month
period ending December 31, 1999 and the reviewed financial
statements for the quarter ending March 31, 2000 are filed
herewith. We have also included the unaudited pro forma
combined financial statements for the quarter ending March
31, 2000.
<P>
ITEM 8. CHANGE IN FISCAL YEAR
- ------------------------------
<P>
There has been no change in the Company's fiscal year.
<P>
WORLD-AM COMMUNICATIONS, INC.
<P>
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
<P>
FOR THE PERIOD ENDED MARCH 31, 2000
<P>
PRO FORMA COMBINED CONDENSED FINANCIAL DATA
<P>
To the Board of Directors
World-Am Communications
Brandon, FL
<P>
The Unaudited Pro Forma Combined Statement of Operations
of the Company for the three-month period ended March 31,
2000 (the "Pro Forma Statements of Operations") and the
Unaudited Pro Forma Combined Balance Sheet of the Company
as of March 31, 2000, have been prepared to illustrate
the estimated effect of the Allmon Management, Inc
Transactions. The Pro Forma Financial Statements do not
purport to be indicative of the results of operations or
financial position of the Company that would have
actually been obtained had such transactions been
completed as of the assumed dates and for the period
presented, or which may be obtained in the future. The
pro forma adjustments are described in the accompanying
notes and are based upon available information and
certain assumptions that the Company believes are
reasonable. The Pro Forma Financial Statements should be
read in conjunction with the separate historical
consolidated financial statements of World-Am
Communications and Allmon Management, Inc. and the notes
thereto.
<P>
A preliminary allocation of the purchase price has been
made to major categories of assets and liabilities in the
accompanying Pro Forma Financial Statements based on
available information. The actual allocation of purchase
price and the resulting effect on income from operations
may differ significantly from the pro forma amounts
included herein. These pro forma adjustments represent
the Company's preliminary determination of purchase
accounting adjustments and are based upon available
information and certain assumptions that the Company
believes to be reasonable. Consequently, the amounts
reflected in the Pro Forma Financials Statements are
subject to change, and the final amounts may differ
substantially.
<P>
Denver, Colorado
May 12, 2000
<P>
WORLD AM COMMUNICATIONS, INC.
UNAUDITED PRO FORMA COMBINED
BALANCE SHEET
<TABLE>
<S> <C> <C> <C> <C>
World-Am Allmon
Communications Management
March 31, March31, Pro Forma Pro Forma
2000 2000 Adjustments Combined
-----------------------------------------------------
ASSETS
<P>
Cash and cash equivalents $18,992 $0 $0 $18,992
Accounts receivable 39,548 0 0 39,548
Inventory 22,012 0 0 22,012
-----------------------------------------------------
Total Current assets 80,552 0 0 80,552
-----------------------------------------------------
Equipment and furniture, net 4,172 0 0 4,172
Organization costs 10,577 210 (210) 10,577
Acquisition of subsidiary 150 0 150
-----------------------------------------------------
TOTAL ASSETS $95,451 $210 $(210) $95,451
=====================================================
LIABILITIES AND STOCKHOLDER'S EQUITY
<P>
Accounts payable - trade $459,747 $0 $0 $459,747
Accrued liabilities 14,771 0 0 14,771
Payroll taxes payable 56,687 0 0 56,687
Notes payable 23,250 0 0 23,250
-----------------------------------------------------
Total Current Liabilities 554,455 0 0 554,455
-----------------------------------------------------
Capital stock 61,557 210 (210) 61,557
Stock subscription receivable (15,950) 0 0 (15,950)
Paid-in capital 1,089,984 0 0 1,089,984
Retained earnings (deficit) (1,594,595) 0 0 (1,594,595)
-----------------------------------------------------
Total Stockholders' equity (459,004) 210 (210) (459,004)
<P>
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $95,451 $210 $(210) $95,451
========================================================
<P>
WORLD AM COMMUNICATIONS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
</TABLE>
<TABLE>
<S> <C> <C>
World-Am Allmon
Communications Management
Three Month Twenty Eight Day
Period Ended Period Ended
March 31, March 31, Pro Forma
2000 2000 Combined
-----------------------------------------------------------
Net Revenue $27,097 $0 $27,097
<P>
Cost of Goods Sold 1,795 0 1,795
-----------------------------------------------------------
Gross Profit 25,302 0 25,302
-----------------------------------------------------------
Sales and marketing 3,453 0 3,453
General and administrative 59,095 0 59,095
Amortization of Acquired
Intangible Assets 0 0 0
-----------------------------------------------------------
Net Income (Loss) From
Operations $(37,246) $0 $(37,246)
===========================================================
<P>
Per share data:
Loss per share $(0.001) $(0.001)
===========================================================
<P>
Weighted average of
shares outstanding 50,557,050 50,607,050
===========================================================
</TABLE>
<P>
WORLD-AM COMMUNICATIONS, INC.
<P>
Notes to the Unaudited Pro Forma Combined Statements of
Operations
<P>
On May 11, 2000, World-Am Communications, Inc and Allmon
Management, Inc. agreed upon a plan of reorganization.
The agreement stated that World-Am would exchange 150,000
shares of stock for all of the common stock of Allmon
Management, Inc.
<P>
The Allmon Acquisition was accounted for by the purchase
method of accounting. Under the purchase method of
accounting the total purchase price is allocated to
intangible assets. The adjustments are to eliminate all
intercompany transactions and retained deficit as a
result of the Allmon Acquisition.
<P>
The accompanying pro forma information is presented for
illustrative purposes only and is not necessarily
indicative of the financial position or results of
operations which would actually have been reported had
the acquisition been in effect during the periods
presented, or which may be reported in the future.
<P>
The accompanying Pro Forma Condensed Combined Financial
Statements should be read in conjunction with the
historical financial statements and related notes thereto
for World-Am Communications and Allmon Management, Inc.
<P>
WORLD-AM COMMUNICATIONS, INC.
<P>
FINANCIAL STATEMENTS
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000
<P>
World-Am Communications, Inc.
Index to Financial Statements
<P>
Accountant's Review Report 1
<P>
Balance Sheet 2
<P>
Statement of Operations 3
<P>
Statement of Changes in Stockholders' Equity 4
<P>
Statement of Cash Flows 5
<P>
Notes to Financial Statements 6-9
<P>
MICHAEL JOHNSON & CO., LLC
Certified Public Accountants
9175 East Kenyon Avenue, Suite 100
Denver, Colorado 80237
<P>
ACCOUNTANT'S REVIEW REPORT
<P>
To the Board of Directors
World-Am Communications, Inc.
Brandon, FL
<P>
We have reviewed the accompanying balance sheet of World-Am
Communications, Inc. as of March 31, 2000, and the related
statements of operations, cash flows, and changes in
stockholders' equity for the three month period then ended,
in accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of
Certified Public Accountants. All information included in
these financial statements is the representation of the
management of World-Am Communications, Inc.
<P>
A review consists principally of inquiries of company
personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding
the financial statements taken as a whole. Accordingly, we
do not express such an opinion.
<P>
Based on our review, we are not aware of any material
modifications that should be made to the accompanying
statements of operations, changes in stockholders equity,
and cash flows in order for them to be in conformity with
generally accepted accounting principles.
<P>
Denver, Colorado
May 12, 2000
<P>
WORLD AM COMMUNICATIONS, INC.
Balance Sheet
March 31, 2000
<TABLE>
<S> <C>
ASSETS:
Current Assets:
Cash $18,992
Accounts receivable 39,548
Inventory 22,012
-----------
Total Current Assets 80,552
-----------
Property and Equipment:
Office equipment 2,887
Computers 1,285
-----------
Property and Equipment, net 4,172
-----------
Other Assets:
Organization costs - net 577
Goodwill 10,000
-----------
10,577
-----------
TOTAL ASSETS $95,301
===========
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
<P>
Current Liabilities:
Accounts payable $459,747
Taxes payable 56,687
Accrued expenses 14,771
Note payable 23,250
------------
Total Current Liabilities 554,455
------------
Stockholders' Equity (Deficit):
Common stock, $.001 par value, 125,000,000
<P>
shares authorized, 61,557,050, issued and
outstanding 61,557
Share subscription receivable (15,950)
Additional paid-in capital 1,089,834
Retained deficit (1,594,595)
-------------
Total Stockholders' Equity (459,154)
<P>
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $95,301
</TABLE>
<P>
WORLD-AM COMMUNICATIONS, INC.
Statement of Operations
For the Three Month Period Ended March 31, 2000
<TABLE>
<S> <C>
REVENUES: $27,097
<P>
COST OF GOODS SOLD 1,795
<P>
GROSS PROFIT 25,302
<P>
OPERATING EXPENSES:
Sales and Marketing 3,453
General and Administrative 59,095
----------
Total Operating Expenses 62,548
----------
Net Loss from Operations $(37,246)
==========
Weighted average number of
shares outstanding 50,557,050
============
Net Loss Per Share $(0.001)
===========
<P>
</TABLE>
<P>
WORLD AM COMMUNICATIONS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Additional Stock
Common Stock Paid-In Subscription Accumulated
Shares Amount Capital Receivable Deficit Totals
-----------------------------------------------------------------------
Balance -
June 30, 1998 28,557,050 $28,557 $1,015,884 $0 $(1,276,784) $(232,343)
<P>
Net loss for year 0 0 0 0 (84,229) (84,229)
--------------------------------------------------------------------------
Balance -
June 30, 1999 28,557,050 28,557 1,015,884 0 (1,361,013) (316,572)
--------------------------------------------------------------------------
<P>
Net loss for six
month period
ended 0 0 0 0 (137,696) (137,696)
---------------------------------------------------------------------------
Balance -
December 31,1999 28,557,050 28,557 1,015,884 0 (1,498,709) (454,268)
---------------------------------------------------------------------------
Stock issuance
for subsidiary 30,326,250 30,326 (30,326) 0 (58,640) (58,640)
Stock issuance
for cash 2,673,750 2,674 104,276 (15,950) 0 91,000
Net loss for
three month period 0 0 0 0 (37,246) (37,246)
---------------------------------------------------------------------------
Balance -
March 31, 2000 61,557,050 $61,557 $1,089,834 $(15,950) $(1,594,595) $(459,154)
---------------------------------------------------------------------------
</TABLE>
<P>
WORLD AM COMMUNICATIONS, INC.
Statement of Cash Flows
For the Three Month Period Ended march 31, 2000
Indirect Method
<TABLE>
<S> <C>
Cash Flows From Operating Activities:
Net (Loss) $(37,246)
Adjustments to reconcile net loss
to net cash used in operating activities:
Changes in assets and liabilities:
(Increase) in accounts receivable (12,020)
Decrease in inventory 657
(Decrease) in accounts payable (28,399)
Increase in payroll liabilities 7,206
(Decrease) in accrued expenses (1,967)
------------
(1,967)
------------
Net Cash Used in Operating Activities (71,769)
------------
<P>
Cash Flow From Investing Activities:
Purchase of equipment (587)
------------
Net Cash Provided By Investing Activities (587)
------------
Cash Flow From Financing Activities:
Issuance of common stock 91,000
------------
Net Cash Provided By Financing Activities 91,000
------------
Increase in Cash 18,644
<P>
Cash and Cash Equivalents -
Beginning of period 348
<P>
Cash and Cash Equivalents -
End of period $18,992
============
<P>
Supplemental Cash Flow Information:
Interest paid $0
============
Taxes paid $0
============
</TABLE>
<P>
World-Am Communications, Inc.
Notes to Financial Statements
March 31, 2000
<P>
NOTE 1 - ORGANIZATION AND PRESENTATION:
- --------------------------------------
<P>
World-Am Communications, Inc. (the Company) was incorporated
in the state of Florida on July 1, 1994 under the name of
Bedroc's of Brandon, Inc. The
Company changed its name to
World-Am Communications on September 16, 1998. The Company
commenced operations in January 1995 as a family restaurant
in Brandon, Florida. In September 1996, the restaurant
closed for renovations and reopened in August 1997. In
March 1998, the Company discontinued the restaurant
operations (its only business segment) and wrote-off the net
book value of the restaurant property and equipment.
<P>
The Company's fiscal year end is December 31.
<P>
Basis of Accounting:
<P>
These financial statements are presented on the accrual
method of accounting in accordance with generally accepted
accounting principles. Significant principles followed by
the Company and the methods of applying those principles,
which materially affect the determination of financial
position and cash flows, are summarized below:
<P>
Revenue Recognition
<P>
Product Sales are sales of on-line products and specialty
items. Revenue is recognized at the time of sale.
<P>
Cash and Cash Equivalents
<P>
The Company considers all highly liquid debt instruments,
purchased with an original maturity of three months or less,
to be cash equivalents.
<P>
Property and Equipment
Property and equipment is stated at cost. The cost of
ordinary maintenance and repairs is charged to operations
while renewals and replacements are capitalized.
Depreciation is computed on the straight-line method over
the following estimated useful
lives:
<P>
Manufacturing Equipment 5 years
Furniture & Equipment 5 years
<P>
Income Taxes:
<P>
The Company accounts for income taxes under SFAS No. 109,
which requires the asset and liability approach to
accounting for income taxes. Under this method, deferred
tax assets and liabilities are measured based on differences
between financial reporting and tax bases of assets and
liabilities measured using enacted tax rates and laws that
are expected to be in effect when the differences are
expected to reverse.
<P>
Use of Estimates:
<P>
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from these estimates.
<P>
World-Am Communications, Inc.
Notes to Financial Statements
March 31, 2000
<P>
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
- ----------------------------------------------------
<P>
Inventories
<P>
Inventories are stated at cost, which is not in excess of
market determined using the first-in, first-out (FIFO)
method. Inventory consist of raw materials only.
<P>
Net earning (loss) per share
<P>
Net income per share has been computed by dividing the
weighted average number of common shares and equivalents
outstanding.
<P>
Fair Value of Financial Instruments
<P>
The carrying amount of cash, accounts receivable, accounts
payable and accrued expenses are considered to be
representative of their respective fair values because of
the short-term nature of these financial instruments. The
carrying amount of the notes payable are reasonable
estimates of fair value as the loans bear interest based on
market rates currently available for debt with similar
terms.
<P>
Goodwill
<P>
Goodwill, which represents the excess of the purchase price
over the fair value of net assets acquired, is amortized on
a straight-line basis over the expected periods to be
benefitted. The Company assesses the recoverability of
goodwill periodically by determining whether the
amortization of goodwill balance over its remaining life can
be recovered through projected undiscounted cash flows. The
amount of goodwill impairment, if any, is charged to
operations in the period in which goodwill impairment is
determined by management. There was no amortization of
goodwill for the period ended March 31, 2000.
<P>
NOTE 2 NOTE PAYABLE:
- -----------------------
<P>
Note payable consist of one unsecured note payable of
$23,250 , payable to an individual, due on demand, with
interest at 8%.
<P>
NOTE 3 COMMITMENTS AND CONTINGENCIES:
- --------------------------------------
<P>
Lease Commitments
<P>
As of June 30, 1998, the Company was in default on the
rental operating lease. Amounts accrued through this date
totaled $39,000. Because of this default situation, the
Company has surrendered possession of the premises in
expectation of the landlord lessor terminating the lease.
Moreover, since the Company has ceased restaurant
operations, it is the opinion of management that the
landlord lessor will likely seek an amount due which is not
expected to exceed the accrued
<P>
Tax Contingencies
<P>
The Company has not filed monthly sales tax returns with the
Department of Revenue, State of Florida, and payroll tax
returns for many fiscal periods. Accordingly, interest and
penalties have been accrued. The estimated balance is
$37,044.
<P>
World-Am Communications, Inc.
<P>
Financial Statements
For the Year Ended June 30, 1999
and the Six Month Period Ended December 31, 1999
<P>
World-Am Communications, Inc.
Index to Financial Statements
<P>
Report of Independent Auditor's 1
<P>
Balance Sheet 2
<P>
Statement of Operations 3
<P>
Statement of Changes in Stockholders' Equity 4
<P>
Statement of Cash Flows 5
<P>
Notes to Financial Statements 6-10
<P>
MICHAEL JOHNSON & CO., LLC
Certified Public Accountants
9175 East Kenyon Avenue, Suite 100
Denver, Colorado 80237
<P>
INDEPENDENT AUDITOR'S REPORT
<P>
To the Board of Directors
World-Am Communications, Inc.
Brandon, FL
<P>
We have audited the accompanying balance sheets of World-Am
Communications, Inc.as of December 31, 1999, and June 30,
1999, and the related statements of operations, cash flows,
and changes in stockholders' equity for the year then ended
June 30, 1999 and the six month period then ended December
31, 1999. These financial statements are the responsibility
of the Company's management. Our responsibility is to
express an opinion on these financial statements based on
our audits.
<P>
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
<P>
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
positions of World-Am Communications, Inc. at December 31,
1999 and June 30, 1999, and the results of its operations
and its cash flows for the year then end June 30, 1999 and
the six month period then ended December 31, 1999, in
conformity with generally accepted accounting principles.
<P>
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
As described in Note 4 to the financial statements,
conditions exist which raise substantial doubt about the
Company's ability to continue as a going concern unless it
is able to generate sufficient cash flows to meet its
obligations and sustain its operations. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty.
<P>
/s/ Michael Johnson & Co., LLC
- ------------------------------
Denver, Colorado
May 10, 2000
<P>
WORLD AM COMMUNICATIONS, INC.
Balance Sheets
<TABLE>
<S> <C> <C>
December 31, June 30,
1999 1999
-------------------------------------
ASSETS:
Current Assets:
Cash $0 $0
Prepaid expense and deposits 0 0
-------------------------------------
Total Current Assets 0
0
<P>
Other Assets
Organization costs - net 577 1,155
Goodwill 10,000 10,000
--------------------------------------
Total Other Assets 10,577 11,155
--------------------------------------
TOTAL ASSETS $10,577 $11,155
======================================
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable $421,301 $284,183
Accrued rent 6,500 6,500
Taxes payable 37,044 37,044
---------------------------------------
Total Current Liabilities 464,845 327,727
---------------------------------------
Stockholders' Deficit:
Common stock, $.0001 par value; 500,000,000
shares authorized, 114,228,200 shares
issued and outstanding, respectively 11,423 11,423
Preferred stock, $.0001 par value, 80,000,000 shares
authorized, none issued and outstanding 0 0
Additional paid-in capital 1,033,018 1,033,018
Accumulated deficit (1,498,709) (1,361,013)
--------------------------------------
Total Stockholders' Deficit (454,268) (316,572)
--------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $10,577 $11,155
======================================
</TABLE>
<P>
WORLD AM COMMUNICATIONS, INC.
Statement of Operations
<TABLE>
<S> <C> <C>
For the
Six Month For the
Period Ended Year Ended
December 31, June 30,
1999 1999
------------------------------------
<P>
REVENUES: $0 $0
<P>
OPERATING EXPENSES:
Sales and marketing 0 0
General and administrative 137,696 84,229
-------------------------------------
Total Operating Expenses 137,696 84,229
-------------------------------------
Net Loss from Operations $(137,696) $(84,229)
=====================================
<P>
Weighted average number of
shares outstanding 114,228,200 114,228,200
=====================================
<P>
Basic and diluted net loss per share $(0.001) $(0.001)
=====================================
<P>
</TABLE>
<P>
WORLD AM COMMUNICATIONS, INC.
Statements of Changes in Stockholders' Deficit
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Totals
------------------------------------------------------------------------
Balance -
June 30, 1998 114,228,200 $ 11,423 $1,033,018 $(1,276,784) $(232,343)
<P>
Net loss for year 0 0 0 (84,229) (84,229)
------------------------------------------------------------------------
Balance -
June 30, 1999 114,228,200 11,423 1,033,018 (1,361,013) (316,572)
-------------------------------------------------------------------------
Net loss for six month
period ended 0 0 0 (137,696) (137,696)
-------------------------------------------------------------------------
Balance -
December 31,1999 114,228,200 $11,423 $1,033,018
$(1,498,709) $(454,268)
</TABLE>
<P>
WORLD AM COMMUNICATIONS, INC.
Statement of Cash Flows
Indirect Method
<TABLE>
<S> <C> <C>
For the
Six Month For the
Period Ended Year Ended
December 31, June 30,
1999 1999
--------------------------------------
<P>
Cash Flows From Operating Activities:
Adjustments to reconcile net loss to net cash
used in operating activities:
Net (Loss) $(137,696) $(84,229)
Depreciation and amortization 558 1,154
Changes in assets and liabilities:
Increase in accounts payables and
accrued expenses 137,138 83,075
-------------------------------------
137,696 84,229
------------------------------------
Net Cash Used in Operating Activities 0 0
------------------------------------
Cash Flow From Investing Activities:
Purchase of property and equipment 0 0
------------------------------------
Net Cash Used In Investing Activities 0 0
------------------------------------
Cash Flow From Financing Activities:
Proceeds from the issuance of common shares 0 0
------------------------------------
Net Cash Provided By Financing Activities 0 0
<P>
Increase (Decrease) in Cash 0 0
<P>
Cash and Cash Equivalents - Beginning of period 0 0
-----------------------------------
Cash and Cash Equivalents - End of period $0 $0
====================================
<P>
Supplemental Cash Flow Information:
Cash paid during period for:
Interest paid $0 $0
===================================
Taxes paid $0 $0
</TABLE>
<P>
WORLD-AM COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND JUNE 30, 1999
<P>
NOTE 1 - ORGANIZATION AND PRESENTATION:
- ---------------------------------------
<P>
World-Am Communications, Inc. (the Company) was incorporated
in the state of Florida on July 1, 1994 under the name of
Bedroc's of Brandon, Inc. The Company changed its name to
World-Am Communications on September 16, 1998. The Company
commenced operations in January 1995 as a family restaurant
in Brandon, Florida. In September 1996, the restaurant
closed for renovations and reopened in August 1997. In
March 1998, the Company discontinued the restaurant
operations (its only business segment) and wrote-off the net
book value of the restaurant property and equipment.
<P>
The Company's fiscal year end is June 30.
<P>
Basis of Accounting:
<P>
These financial statements are presented on the accrual
method of accounting in accordance with generally accepted
accounting principles. Significant principles followed by
the Company and the methods of applying those principles,
which materially affect the determination of financial
position and cash flows, are summarized below:
<P>
Cash and Cash Equivalents
<P>
The Company considers all highly liquid debt instruments,
purchased with an original maturity of three months or less,
to be cash equivalents.
<P>
Income Taxes:
<P>
The Company accounts for income taxes under SFAS No. 109,
which requires the asset and liability approach to
accounting for income taxes. Under this method, deferred
tax assets and liabilities are measured based on differences
between financial reporting and tax bases of assets and
liabilities measured using enacted tax rates and laws that
are expected to be in effect when the differences are
expected to reverse.
<P>
Use of Estimates:
<P>
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from these estimates.
<P>
Goodwill
<P>
Goodwill, which represents the excess of the purchase price
over the fair value of net assets acquired, is amortized on
a straight-line basis over the expected periods to be
benefited. The Company assesses the recoverability of
goodwill periodically by determining whether the
amortization of goodwill balance over its remaining life can
be recovered through projected undiscounted cash flows. The
amount of goodwill impairment, if any, is charged to
operations in the period in which goodwill impairment is
determined by management. There was no amortization of
goodwill for the year end June 30, 1999 or six month period
ended December 31, 1999.
<P>
World-Am Communications, Inc.
Notes to Financial Statements
December 31, 1999 and June 30, 1999
<P>
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued):
- ----------------------------------------------------
<P>
Net earning (loss) per share
<P>
Net loss per share is based on the weighted average number
of common shares and common share equivalents outstanding
during the period.
<P>
Revenue Recognition
<P>
Product Sales are sales of on-line products and specialty
items. Revenue is recognized at the time of sale.
<P>
Fair Value of Financial Instruments
<P>
The carrying amount of accounts payable and accrued expenses
are considered to be representative of their respective fair
values because of the short-term nature of these financial
instruments.
<P>
NOTE 2 - INCOME TAXES
- ----------------------
<P>
There has been no provision for U.S. federal, state, or
foreign income taxes for any period because the Company has
incurred losses in all periods and for all jurisdictions.
<P>
Deferred income taxes reflect the net tax effects of
temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for income tax purposes. Significant components
of deferred tax assets are as follows:
<P>
<TABLE>
<S> <C>
Deferred tax assets
Net operating loss carryforwards $1,498,709
Valuation allowance for deferred tax assets (1,498,709)
Net deferred tax assets $ -
============
</TABLE>
<P>
Realization of deferred tax assets is dependent upon future
earnings, if any, the timing and amount of which are
uncertain. Accordingly, the net deferred tax assets have
been fully offset by a valuation allowance. As of December
31, 1999, the Company had net operating loss carryforwards
of approximately $1,498,709 for federal income tax purposes.
These carryforwards, if not utilized to offset taxable
income begin to expire in 2009. Utilization of the net
operating loss may be subject to substantial annual
limitation due to the ownership change limitations provided
by the Internal Revenue Code and similar state provisions.
The annual limitation could result in the expiration of the
net operating loss before utilization.
<P>
NOTE 3 COMMITMENTS AND CONTINGENCIES:
- ----------------------------------------
<P>
Lease Commitments
<P>
As of June 30, 1998, the Company was in default on the
rental operating lease. Amounts accrued through this date
totaled $39,000. Because of this default situation, the
Company has surrendered possession of the premises in
expectation of the landlord lessor terminating the lease.
Moreover, since the Company has ceased restaurant
operations, it is the opinion of management that the
landlord lessor will likely seek an amount due which is not
expected to exceed the accrued amount of $39,000 at June 30,
1999 and December 31, 1999.
<P>
World-Am Communications, Inc.
Notes to Financial Statements
December 31, 1999 and June 30, 1999
NOTE 3 COMMITMENT AND CONTINGENCIES (Continued):
- ---------------------------------------------------
<P>
Tax Contingencies
<P>
The Company has not filed monthly sales tax returns with the
Department of Revenue, State of Florida, and payroll tax
returns for the fiscal periods ended June 30, 1999 and
December 31, 1999. Accordingly, interest and penalties have
been accrued. The estimated balance is $37,044.
<P>
Litigation
<P>
On March 23, 1998, ADP Total Source III filed a writ of
garnishment in the Circuit Court of the State of Florida,
County of Hillsborough against the Company seeking
reimbursement of services in the amount of $66,491, which is
included in the accounts payable amount.
<P>
On June 24, 1998, Prime Source Management Solutions, a
provider of employee leasing services, was awarded $74,882
in the Circuit Court of the State of Florida, County of
Hillsborough, including an amount for trebled damages.
<P>
The Company has received various attorney collection letter
notices from different vendors related to past due amounts.
These amounts are included in the accounts payable totals at
June 30, 1999 and December 31, 1999. Management is in
active negotiations to settle all open accounts with the
respective vendors.
<P>
NOTE 4 -GOING CONCERN:
- ----------------------
<P>
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which contemplates continuation of the Company as a going
concern. The Company has experienced significant losses
from discontinued operations. As shown in the financial
statements, the Company incurred a net loss of $84,229 for
fiscal year ended June 30, 1999 and a loss of $137,696 for
the six-month period ended December 31, 1999.
<P>
The future success of the Company is likely dependent on its
ability to attain additional capital to develop its proposed
products and ultimately, upon its ability to attain future
profitable operations. There can be no assurance that the
Company will be successful in obtaining such financing, or
that it will attain positive cash flow from operations.
<P>
BEDROC'S OF BRANDON, INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998
<P>
TABLE OF CONTENTS
Page
Accountants' Report 1
Consolidated Balance Sheet 2
Consolidated Statement of Operations 3
Consolidated Statement of Stockholders' Equity 4
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 6 12
<P>
GUIDA & JIMENEZ, PA.
CERTIFIED PUBLIC ACCOUNTANTS
<P>
Report of Independent Auditors
<P>
To the Board of Directors
Bedroc's of Brandon, Inc.
Tampa, Florida
<P>
We have audited the accompanying balance sheet of Bedroc's
of Brandon, Inc. as of June 30, 1998 and the related
statement of operations, stockholders' equity and cash flows
for the year then ended. These financial statements are the
responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.
<P>
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan
and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining on a, test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
<P>
Going concern.
<P>
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Bedroc's of Brandon, Inc., and the results of
operations and its cash flow for the year then ended, in
conformity with generally accepted accounting principles.
<P>
/s/ Guida & Jimenez
- ---------------------
Guida & Jimenez
Tampa, Florida
August 18, 1998
<P>
MEMBER:
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS FLORIDA
INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AICPA DIVISION OF
FIRMS
<P>
1308 WEST SLIGH AVENUE
TAMPA. FLORIDA 33604
TELEPHONE (813) 933-.2336
FACSIMILE (813) 935-8721
<P>
BEDROC'S OF BRANDON, INC.
CONSOLIDATED BALANCE SHEET
June 30, 1998
<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS:
Cash -
Inventory -
Other current assets -
------------
Total Current Assets -
------------
<P>
PROPERTY AND EQUIPMENT
OTHER ASSETS:
Security deposits -
Organization costs, net $2,309
Goodwill 10,000
--------------
Total other assets 12,309
<P>
TOTAL ASSETS $12,309
==============
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY
<P>
CURRENT LIABILITIES:
Accounts payable $201,053
Accrued rent 6,500
Taxes payable 37,044
Other current liabilities 55
--------------
Total current liabilities 244,652
<P>
LONG-TERM LIABILITIES -
--------------
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value; authorized 500,000,000
shares; issued and outstanding 114,228,200 11,423
Preferred stock, $.0001 par value; authorized 80,000,000;
issued and outstanding 0
Additional paid-in-capital 1,033,018
Accumulated deficit (1,276,784)
--------------
Total stockholders' equity (232,343)
--------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $12,309
==============
</TABLE>
<P>
See accompanying notes to these financial statements.
<P>
BEDROC'S OF BRANDON, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
For The Year Ended June 30, 1998
<TABLE>
<S> <C>
DISCONTINUED OPERATIONS:
Loss from restaurant operations, net of -0- income taxes $(181,925)
Loss on disposal of restaurant properly and equipment,
net of -0- income taxes (289,899)
----------------
NET LOSS ON DISCONTINUED OPERATIONS $ (471,824)
================
<P>
BASIC EARNINGS PER SHARE:
Loss from discontinued restaurant operations, net of tax $(0.005)
Loss on disposal of discontinued operations, net of tax (0.009)
----------------
Net Loss $(0.014)
================
</TABLE>
<P>
See accompanying notes to these financial statements.
<P>
BEDROC'S OF BRNADON, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
June 30, 1998
<TABLE>
<S> <C> <C> <C> <C> <C>
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Totals
------------------------------------------------------------------------
Balance -
June 30, 1996 1,500 $ 1,500 $ - $ ( 502,205) $(500,705)
<P>
Issuance of
common stock 4,209,100 2,711 411,289 414,000
Net loss 0 0 0 (302,755) (302,755)
------------------------------------------------------------------------
Balance -
June 30, 1997 4,210,600 4,211 411,289 ( 804,960) (389,460)
-------------------------------------------------------------------------
Adjustment to par value
from $.001 to
$.0001 0 (3,790) 3,790 0 0
<P>
Issuance of
common stock 110,017,600 11,002 96,581 0 107,583
<P>
Reclassification of
debt to equity 0 0 521,358 0 521,358
<P>
Net Loss 0 0 0 (471,824) (471,824)
-------------------------------------------------------------------------
Balance -
June 30,1998 114,228,200 $11,423 $1,033,018 $(1,276,784) $(232,343)
</TABLE>
BEDROC'S OF BRANDON, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
For The Year Ended June 30, 1998
<TABLE>
<S> <C>
CASH FLOWS USED IN DISCONTINUED OPERATING ACTIVITIES:
Loss $(471,824)
Adjustments to reconcile loss to net cash provided by
discontinued operating activities:
Depreciation and amortization 54,058
Loss on disposal of restaurant property and equipment 289,899
Changes in assets and liabilities:
Decrease in inventory 1,606
Decrease in other current assets and security deposits 26,859
Increase in accounts payable 140,025
Decrease in accrued interest - shareholder (117,935)
Decrease in accrued rent (83,849)
Increase in taxes payable 37,044
Decrease in other current liabilities (1,068)
----------------
NET CASH PROVIDED BY DISCONTINUED OPERATIONS (125,185)
<P>
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment -
---------------
NET CASH USED IN INVESTING ACTIVITIES -
---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payback on advances from shareholder (7,340)
Proceeds from the issuance of common stock 34,000
---------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 26,660
---------------
NET INCREASE (DECREASE) IN CASH (98,525)
<p>
CASH, BEGINNING OF PERIOD 98,525
---------------
CASH, END OF PERIOD $ -
===============
</TABLE>
See accompanying notes to these Financial statements.
<P>
BEDROC'S OF BRANDON, INC
NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 1998
<P>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
<P>
This summary of significant accounting policies of Bedroc's
of Brandon, Inc.(the Company) is presented to assist in
understanding the Company's financial statements. The
financial statements and notes are the representation of the
Company's management who is responsible for their integrity
and objectivity. These accounting policies conform to
generally accepted accounting principles and have been
consistently applied in the preparation of the financial
statements.
<P>
Business Activity
<P>
Bedroc's of Brandon, Inc. (the Company), a Florida
corporation, was incorporated on July 1, 1994. The Company
operated a family restaurant in Brandon, Florida commencing
operations in January 1995. On September 3, 1996, the
restaurant closed for major renovations related to the
changing of the theme of the restaurant. The Company
completed renovations in July 1997 and reopened in August
1997 as the Garden Grille. In March 1998, the Company
discontinued the restaurant operations (its only business
segment) and proceeded to write-off the net book value of
the restaurant property and equipment.
<P>
The amounts of current liabilities, as of June 30, 1998,
relate to the discontinued operations. The founding
officer/director resigned from the Company in March 1998 and
a new chief executive officer assumed responsibilities of
the Company. Also, see Note 11 regarding subsequent events.
<P>
Estimates
<P>
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of
management estimates.
<P>
Inventory
<P>
Inventory is stated at the lower of cost or market,
determined by the first-in, first-out method.
<P>
Property and Equipment
<P>
Property and equipment are stated at cost. Depreciation of
property and equipment is provided using the straight-line
method at rates based on the estimated useful life of the
assets. Furniture and equipment are depreciated over a five
to seven year period. Leasehold improvements are amortized
over the life of the lease. Organization costs are being
amortized by the straight-line method over 5 years.
Depreciation and amortization expense for the year ended
June 30, 1998 amounted to $54,058.
<P>
Goodwill
<P>
Goodwill, which represents the excess of the purchase price
over the fair value of net assets acquired, is amortized on
a straight-line basis over the expected periods to be
benefited. The Company assesses the recoverability of
goodwill periodically by determining whether the
amortization of goodwill balance over its remaining life can
be recovered through projected undiscounted cash flows. The
amount of goodwill impairment, if any, is charged to
operations in the period in which goodwill impairment is
determined by management. There was no amortization of
goodwill for the years ended June 30, 1998.
<P>
BEDROC'S OF BRANDON, INC
NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 1998
<P>
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
- -----------------------------------------------------------
<P>
Income Taxes
<P>
The Company provides for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 (SFAS
No. 109), Accounting for Income Taxes. SFAS No. 109
provides that deferred income taxes are recognized for the
tax consequences of temporary differences between the
financial reporting basis and the tax basis of the Company's
assets and liabilities. The Company incurred a loss for the
year ended June 30, 1998. Accordingly, no provision for
federal income tax has been reflected in the financial
statements. The loss carryforward can be carried forward
and applied against taxable income until the loss is used
up, or for maximum of fifteen years.
Per Share Information
<P>
Basic earnings per share information is based on the
weighted average number of common shares outstanding during
the year. The weighted average number of common shares as
of June 30, 1998 was 33,852,867.
<P>
NOTE 2: ABILITY TO CONTINUE AS A GOING CONCERN
- -------------------------------------------------
<P>
The Company's losses from discontinued operations of
$471,824 for the year ended June 30, 1998, and its negative
working capital at June 30, 1998 of $244,652, raise
substantial doubt about its ability to continue as a going
concern for a reasonable period of time. Also refer to Note
11 regarding subsequent events.
<P>
NOTE 3: PROPERTY AND EQUIPMENT
- ------------------------------
<P>
The Company discontinued restaurant operations (its only
business segment) in March 1998 and proceeded to write-off
property and equipment with a net book value of
approximately $290,000. Additionally, as part of the
discontinuation of operations, security deposits were
forfeited in the amount of $20,600.
<P>
NOTE 4: LOAN PAYABLE TO STOCKHOLDER
- -----------------------------------
<P>
At June 30, 1997, the loan payable to the founding
director/stockholder consisted of non-interest bearing
advances received by the Company. - Interest was imputed at
9% per annum for financial statement purposes. At June 30,
1998, the outstanding balance of approximately $521,000 was
reclassified as additional paid-in-capital per agreement
between the founding director/stockholder and the Company.
At June 30, 1997, accrued interest in the amount of
approximately $117,000 was forgiven by the founding
director/stockholder. This write-off is reflected in the
current year's discontinued restaurant operations.
<P>
BEDROC'S OF BRANDON, INC .
NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 1998
<P>
NOTE 5: COMMITMENTS AND CONTINGENCIES
- --------------------------------------
<P>
Rent Commitments
<P>
The Company rented its restaurant under an operating lease
with an original expiration date of December 31, 2001. The
lease provided for a minimum monthly rent of $6,500 with an
additional percentage rent equal to 5% of the annual gross
sales in excess of $1,300,000. The lease required the
Company to pay for any increase in real estate taxes
subsequent to the base year 1994, and provided for four five
year renewal options with a 5% increase in the base rent in
each five year period. The lease also provided an option
for the Company to purchase the premises if the owner
obtained a firm offer from a purchaser. The Company could
then have elected to purchase the premises at the same price
and on the same terms of such offer. For the year ended
June 30, 1998 the future annual minimum lease payments are:
<P>
Year Amount
------ --------
1999 $ 78,000
2000 78,000
2001 78,000
2002 39,000
Thereafter None
----------
$ 273,000
-----------
<P>
Rent expense on discontinued operations for the years ended
June 30, 1998 amounted to $78,000.
<P>
As of June 30, 1998, the Company is in default on the rental
operating lease. Amounts accrued through this date total
$39,000, which reflects rental expense for the period
January 1, 1998 through June 30, 1998. Because of this
default situation, the Company has surrendered possession of
the premises in expectation of the landlord lessor
terminating the lease. Moreover, since the Company has
ceased restaurant operations, it is the opinion of
management that the landlord lessor will likely seek an
amount due which is not expected to exceed the accrued
amount of $39,000 at June 30, 1998.
<P>
Sales Tax Contingencies
<P>
Regarding State of Florida sales tax, the Company has not
filed monthly returns with the Department of Revenue for the
fiscal year ended June 30, 1998. Accordingly, interest and
penalties have been accrued in the amount of $12,544 for the
year ended June 30, 1998
<P>
NOTE 6: LITIGATION
- ------------------
<P>
ADP Total Source I//, Inc.
<P>
On March 23, 1998, ADP Total Source 111, Inc. filed a writ
of garnishment in the Circuit Court of the State of Florida,
County of Hillsborough against the Company seeking
reimbursement of services in the amount of $66,491, which is
included in the accounts payable amount at June 30, 1998.
Management believes this amount to be owed to ADP Total
Source III Inc.
<P>
BEDROC'S OF BRANDON, INC.
NOTES TO FINANCIAL STATEMENT
For The Year Ended June 30, 1998
<P>
NOTE 6: LITIGATION (Continued)
- -----------------------------
<P>
Prime Source Management Solutions, Inc.
<P>
On June 24, 1998, Prime Source Management Solutions, Inc., a
provider of employee leasing services, was awarded $74,882
in the Circuit Court of the State of Florida, County of
Hillsborough, including an amount for trebled damages. Of
this amount, the Company has accrued in accounts payable
$19,596 for the year ended June 30, 1998. Because the
Company has discontinued restaurant operations (its only
business segment), it is the opinion of management that
Prime Source Management Solutions, Inc. will likely settle
for a lesser amount that does not include the trebled
damages.
<P>
Open Accounts
<P>
As of June 30, 1998, the Company has received various
attorney collection letter notices from different vendors
related to past due amounts totaling approximately $43,000.
This amount is included in accounts payable at June
30,.1998. Management is in active negotiations to settle all
open accounts with the respective vendors.
<P>
NOTE 7: STOCKHOLDERS' EQUITY
- ----------------------------
<P>
Change in Par Value
<P>
In. July 1997, the Board of Directors approved a decrease in
the par value of common stock from $.001 to $.0001.
<P>
Private Placement
<P>
Pursuant to a private stock offering memorandum dated
February 1997, the Company issued 17,600 shares of common
stock during the year ended June 30, 1998.
<P>
Common Stock Issued in Acquisition
<P>
On March 20, 1998, the Company acquired WC Entertainment,
Inc. a start-up entertainment booking company. In
connection with the acquisition, the Company issued
100,000,000 shares of its common stock. The acquisition was
accounted for using the purchase method. Accordingly, for
financial reporting purposes, the 100,000,000 shares will be
considered outstanding as of the date of the acquisition.
The purchase price was $10,000; since WC Entertainment had
not begun operations, no assets existed on the acquisition
date hence, the $10,000 was allocated to the Company's
goodwill. Also see Note 9 regarding related party
transactions.
<P>
Common Stock Issued Upon Default of Note Payable
<P>
The Company had a short-term 9% note payable dated February
2, 1998 that was due on May 2, 1998, in the amount of
$60,000. For purposes of this loan, 10,000,000 shares of
common stock were used as collateral. Upon the Company
defaulting on this short-term note payable in May 1998, the
1 0,000,000 shares were issued to the lender in satisfaction
of the debt.
<P>
BEDROC'S OF BRANDON, INC
NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 1998
<P>
NOTE 7: STOCKHOLDERS' EQUITY (Continued)
- ----------------------------------------
<P>
Conversion of Loan Payable-Shareholder to Equity
At June 30, 1998, the outstanding balance of approximately
$521,000 due the founding director/shareholder was
reclassified as additional paid-in-capital per an
understanding between the founding director/shareholder and
the Company. See also Note 4 Loan Payable to Stockholder
and Note 9 Related Party Transactions.
<P>
NOTE 8: STATEMENT OF CASH FLOWS
- --------------------------------
<P>
For the year ended June 30, 1998, non-cash investing and
financing activities included the following:
<P>
-issuance of 1 00,000,000 shares of common stock to
acquire a start-up entertainment booking company, which
generated goodwill in the amount of $10,000, also see Note 7
Stockholders' Equity
<P>
-Disposal of property and equipment due to discontinued
restaurant operations with a net book value of approximately
$290,000, also see Note 3 Property and Equipment
<P>
-issuance of 10,000,000 shares of common stock as
collateral used to satisfy a default on a 60,000 short-term
note payable, also see Note 7 Stockholders' Equity
<P>
-Reclassification of loan payable-shareholder in the
amount of $521,340 to additional paid-in-capital, also see
Note 4 Loan Payable Stockholder and Note 7 Stockholders'
Equity
<P>
For the years ended June 30, 1998 interest expense paid
amounted to $5,000.
<P>
NOTE 9: RELATED PARTY TRANSACTIONS
- -----------------------------------
<P>
In March 1998, Vicki Carapella, the founding director,
resigned the position of President, a non-salaried position
in the Company. In April 1998, this founding director sold
approximately 3,942,000 shares of common stock leaving her
57,000 shares of common stock. Also see Note 4 Loan Payable
to Stockholder.
<P>
The new President of the Organization., Robert Esposito,
assumed managerial responsibilities in March 1998 when his
solely owned entertainment booking company was acquired by
the Company in a noncash transaction involving the issuance
of 100,000,000 shares of the Company's common stock. Also,
see Note 7 Stockholders' Equity.
<P>
During the year ended June 30, 1997, 45,000 shares of common
stock were issued to Richard Anslow, an attorney, in payment
for services. As of June 30, 1998, this shareholder was
owed approximately $10,000 for additional services rendered.
<P>
BEDROC'S OF BRANDON, INC
NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 1998
<P>
NOTE 10: FOURTH QUARTER ADJUSTMENTS
- -----------------------------------
<P>
During the three months ended June 30, 1998, the Company
recorded the following significant fourth quarter
adjustments:
<P>
<TABLE>
<S> <C>
Write-off of property and equipment, net of accumulated
depreciation $289,899
Write-off of security deposits forfeited 20,624
Write-down of accrued interest 117,935
------------
$428,458
------------
</TABLE>
<P>
NOTE 11: SUBSEQUENT EVENTS
- --------------------------
<P>
Business Combination
<P>
In August of 1998 World Am Acquisition, a wholly owned
subsidiary of Bedroc's, Inc., agreed to acquire Florida
Wireless, Inc. (Florida Wireless), a Florida Corporation
doing business in the telecommunications industry. In the
transaction, accounted for under the
purchase method, the Company will purchase all the assets of
Florida Wireless by issuing 12,692,022 shares of Bedroc's'
common stock valued at $6,346,011 and assuming Florida
Wireless liabilities of $1,096,000. The excess purchase
price over the estimated fair value of the assets is
$7,142,785 and will be amortized using the straight-line
method
over 20 years. The following unaudited pro forma financial
statements are included in order to illustrate the effect of
this transaction on the Company's June 30, 1998
financial statements.
<P>
UNAUDITED PRO FORMA COMBINED BALANCE SHEET
June 30, 1998
(in thousands)
<TABLE>
<S> <C> <C> <C>
Proforma
Adjustments
Company for Florida Company
as Wireless Pro Forma
Reported Transaction Combined
--------------------------------------
Assets
Current assets $ - $220,617 $220,617
Property and equipment, net - 76,708 76,708
Other assets, net 12,309 7,144,730 7,157,039
---------------------------------------
Total assets $12,309 $ 7,442,055 $7,454,364
=======================================
Liabilities
Current liabilities $244,652 $739,218 $983,870
Other liabilities - 356,826 356,826
---------------------------------------
Total liabilities 244,652 1,096,044 1,340,696
Stockholders' Equity
Common stock 11,423 1,269 12,692
Additional paid in capital 1,033,018 6,344,742 7,377,760
Retained deficit (1,276,784) (1,276,784)
----------------------------------------
Total stockholders' equity (232,343) 6,346,011 6,113,668
Total liabilities and
stockholders' equity $12,309 $7,442,055 $ 7,454,364
========================================
</TABLE>
<P>
BEDROC'S OF BRANDON, INC
NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 1998
<P>
NOTE ll: SUBSEQUENT EVENTS (Continued)
- --------------------------------------
<P>
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
June 30,1998
(in thousands)
<TABLE>
<S> <C> <C> <C>
Proforma
Adjustments
Company for Florida Company
as Wireless Pro Forma
Reported Transaction Combined
--------------------------------------
Gross revenues $ - $582,844 $582,844
Cost of sales - 369,713 369,713
---------------------------------------
Gross profit - 213,131 213,131
General and administrative
expenses - 290,393 290,393
Depreciation and amortization - 8,472 8,472
--------------------------------------
Net loss before discontinued
operations - (85,734) (85,734)
Loss from restaurant operations (181,925) - (181,925)
Loss on disposal of restaurant property and
equipment (289,899) - (289,899)
---------------------------------------
Loss on discontinued operations (471,824) - (471,824)
---------------------------------------
Net income (471,824) $(85,734) $(557,558)
========================================
</TABLE>
<P>
Purchase of Marketable Securities
<P>
In order to secure additional capital for the financing of
the telecommunication acquisition, the Company purchased all
of the capital stock in a company whose major asset is
marketable securities in an exchange of Bedroc's stock
valued at $5,000,000.
<P>
Index to Exhibits
<P>
2.1 Stock Acquisition and Reorganization Agreement by
and among World Am Communications, Inc. and Allmon
Management Inc. dated May 11, 2000.
<P>
3.1 Articles of Incorporation of World Am
Communications, Inc. as amended.
<P>
3.2 By-Laws of World Am Communications, Inc.
<P>
17.1 Resignation Letter of Gerald Ghini.
<P>
27.1. Financial Data Schedule.
<P>
SIGNATURES
<P>
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 hereunto duly
authorized.
<P>
World Am Communications. Inc.,
a Florida corporation
DATED: May 16, 2000
/s/ James Alexander
------------------------------
James Alexander
President
AGREEMENT AND PLAN OF MERGER
<P>
AGREEMENT AND PLAN OF MERGER between ALLMON
CORPORATION, a Delaware corporation ("Allmon"), and
WORLD-AM COMMUNICATIONS INC., a Florida corporation
("World-Am"), Allmon and World-Am Communications Inc.
being sometimes referred to herein as the "Constituent
Corporations."
<P>
WHEREAS, the board of directors of each
Constituent Corporation deems it advisable that the
Constituent Corporations merge into a single corporation
in a transaction intended to qualify as a reorganization
within the meaning of Section 368 (a)(1)(A) of the
Internal Revenue Code of 1986, as amended ("the Merger");
<P>
NOW, THEREFORE, in consideration of the premises
and the respective mutual covenants, representations and
warranties herein contained, the parties agree as
follows:
<P>
1. SURVIVING CORPORATION. Allmon shall be merged
with and into World-Am, which shall be the surviving
corporation in accordance with the applicable laws of its
state of incorporation.
<P>
2. MERGER DATE. The Merger shall become
effective (the" Merger Date") May 11, 2000.
<P>
3. TIME OF FILINGS. The Articles of Merger shall
be filed with the Department of State of the State of
Florida and the Certificate of Merger shall be filed with
the Secretary of State of Delaware upon the approval, as
required by law, of this agreement by the Constituent
Corporations and the fulfillment or waiver of the terms
and conditions herein. These filings will be completed
within two weeks from the execution of this Agreement.
<P>
4. GOVERNING LAW. The surviving corporation
shall be governed by the laws of the State of
incorporation of World-Am.
5. CERTIFICATE OF INCORPORATION. The Articles of
Incorporation of World-Am Communications Inc. shall be
the Articles of Incorporation of the surviving
corporation from and after the Merger Date, subject to
the right of World-Am to amend its Articles of
Incorporation in accordance with the laws of the State of
its incorporation.
<P>
6. BYLAWS. The Bylaws of the surviving
corporation shall be the Bylaws of World-Am
Communications Inc. as in effect on the date of this
agreement.
<P>
7. BOARD OF DIRECTORS AND OFFICERS. The
officers and directors of World-Am, or such other persons
as shall be selected by it, shall be the officers and
directors of the surviving corporation following the
Merger Date.
<P>
8. NAME OF SURVIVING CORPORATION. The name of
the surviving corporation will continue as "World-Am
Communications Inc." unless changed by World-Am.
<P>
9. CONVERSION. The mode of carrying the Merger
into effect and the manner and basis of converting the
shares of Allmon into shares of World-Am are as follows:
<P>
9.1. The aggregate number of shares of Allmon
Common Stock issued and outstanding on the Merger Date
shall, by virtue of the Merger and without any action on
the part of the holders thereof, be converted into an
aggregate of 150,000 shares of World-Am Communications
Inc. Common Stock adjusted by any increase for fractional
shares and reduced by any Dissenting Shares (defined
below) and shall be distributed as shown opposite the
Allmon shareholders names in Exhibit A.
<P>
The World-Am Common Stock to be issued hereunder ("the
World-Am Communications Inc. Shares") will be free
trading without any restrictions.
<P>
$25,000.00 will be paid by World-Am to the following:
$22,321 to Applecross Centre Development Ltd., a British
Columbia , Canada Co. controlled by Gerald Ghini and
$2,679 to Robert Hainey.
<P>
9.2. Upon completion of the Merger, there shall
be 40,000,000 shares of World-Am Communications Inc.
Common Stock issued and outstanding, subject to such
adjustments, held as follows: 133,929 common shares held
by Gerald Ghini, 16,071 common shares held by Robert
Hainey and 39,850,000 common shares held by the other
shareholders of World Am.
<P>
9.3. All outstanding Common or Preferred Stock
of Allmon and all warrants, options or other rights to
its Common or Preferred Stock shall be retired and
canceled as of the Merger Date.
<P>
9.4. Each share of Allmon Common Stock that is
owned by Allmon as treasury stock shall, by virtue of the
Merger and without any action on the part of Allmon, be
retired and canceled as of the Merger Date.
<P>
9.5. Each certificate evidencing ownership of
shares of World-Am Common Stock issued and outstanding on
the Merger Date or held by World-Am in its treasury shall
continue to evidence ownership of the same number of
shares of World-Am Common Stock.
<P>
9.6. World-Am Common Stock shall be issued to
the holders of Allmon Common Stock in exchange for their
shares on a prorata bases in accordance with each
holder's relative ownership of the Allmon Common Stock
that is being exchanged.
<P>
9.7. The shares of World-Am Common Stock to be
issued in exchange for Allmon Common Stock hereunder
shall be proportionately reduced by any shares owned by
Allmon shareholders who shall have timely objected to the
Merger (the" Dissenting Shares") in accordance with the
provisions of the General Corporation Law of Delaware, as
provided therein.
<P>
10. EXCHANGE OF CERTIFICATES. As promptly as
practicable after the Merger Date, each holder of an
outstanding certificate or certificates theretofore
representing shares of Allmon Common Stock (other than
certificates representing Dissenting Shares) shall
surrender such certificate(s) for cancellation to the
party designated herein to handle such exchange (the
"Exchange Agent"), and shall receive in exchange a
certificate or certificates representing the number of
full shares of World-Am Communications Inc. Common Stock
into which the shares of Allmon Common Stock represented
by the certificate or certificates so surrendered shall
have been converted. Any exchange of fractional shares
will be rounded up to the next highest number of full
shares. World-Am Communications Inc. may, in its
discretion, require a bond in customary form before
issuing any share certificate where a corresponding share
certificate has not been delivered by a shareholder of
Allmon because of loss or other reason.
<P>
11. UNEXCHANGED CERTIFICATES. Until surrendered,
each outstanding certificate that prior to the Merger
Date represented Allmon Common Stock (other than
certificates representing Dissenting Shares) shall be
deemed for all purposes, other than the payment of
dividends or other distributions, to evidence ownership
of the number of shares of World-Am Common Stock into
which it was converted. No dividend or other
distribution payable to holders of World-Am Common Stock
as of any date subsequent to the Merger Date shall be
paid to the holders of outstanding certificates of Allmon
Common Stock; provided, however, that upon surrender and
exchange of such outstanding certificates (other than
certificates representing Dissenting Shares), there shall
be paid to the record holders of the certificates issued
in exchange therefore the amount, without interest
thereon, of dividends and other distributions that would
have been payable subsequent to the Merger Date with
respect to the shares of World-Am Common Stock
represented thereby.
<P>
12. EFFECT OF THE MERGER. On the Merger Date,
the separate existence of Allmon shall cease (except
insofar as continued by statute), and it shall be merged
with and into World-Am. All the property, real, personal
and mixed, of each of the Constituent Corporations, and
all debts due to either of them, shall be transferred to
and vested in World-Am, without further act or deed.
World-Am shall thenceforth be responsible and liable for
all the liabilities and obligations, including
liabilities to holders of Dissenting Shares, of each of
the Constituent Corporations, and any claim or judgment
against either of the Constituent Corporations maybe
enforced against World-Am.
<P>
13. REPRESENTATIONS AND WARRANTIES OF ALLMON.
Allmon represents and warrants that:
<P>
13.1. CORPORATE ORGANIZATION AND GOOD STANDING.
Allmon is a corporation duly organized, validly existing,
and in good standing under the laws of the State of
Delaware, and is qualified to do business as a foreign
corporation in each jurisdiction, if any, in which its
property or business requires such qualification.
<P>
13.2. REPORTING COMPANY STATUS. Allmon has
filed with the Securities and Exchange Commission a
registration statement in form 10-SB, which became
effective pursuant to the Securities Exchange Act of 1934
on May 9, 2000 and is a reporting company pursuant to
Section (g) thereunder.
<P>
13.3. REPORTING COMPANY FILINGS. Allmon has
timely filed and is current on all reports required to be
filed by it pursuant to Section 13 of the Securities
Exchange Act of 1934.
13.4. CAPITALIZATION. Allmon's authorized
capital stock consists of 100,000,000 shares of Common
Stock, $.0001 par value, of which 5,000,000 shares are
issued and outstanding.
<P>
13.5. ISSUED STOCK. All the outstanding shares
of its Common Stock are duly authorized and validly
issued, fully paid and non-assessable.
<P>
13.6. STOCK RIGHTS. Except as set out by
attached schedule, there are no stock grants, options,
rights, warrants or other rights to purchase or obtain
Allmon Common or Preferred Stock issued or committed to
be issued.
<P>
13.7. CORPORATE AUTHORITY. Allmon has all
requisite corporate power and authority to own, operate
and lease its properties, to carry on its business as it
is now being conducted and to execute, deliver, perform
and conclude the transactions contemplated by this
agreement and all other agreements and instruments
related to this agreement
<P>
13.8 COMPLIANCE WITH RULE 12g-3. As a result
of the merger and in accordance with Rule 12g-3, WORLD-AM
COMMUNICATIONS INC. will be the successor company and the
common stock will be deemed qualified for listing on the
Bulletin Board.
<P>
13.9. FINANCIAL STATEMENTS. Allmon's financial
statements dated March 8, 2000, copies of which will have
been delivered by Allmon to World-Am prior to the Merger
Date (the "Allmon Financial Statements"), fairly present
the financial condition of Allmon as of the date therein
and the results of its operations for the periods then
ended in conformity with generally accepted accounting
principles consistently applied.
<P>
13.10 ABSENCE OF UNDISCLOSED LIABILITIES. Except
to the extent reflected or reserved against in the Allmon
Financial Statements, Allmon did not have at that date
any liabilities or obligations (secured, unsecured,
contingent, or otherwise) of a nature customarily
reflected in a corporate balance sheet prepared in
accordance with generally accepted accounting principles.
<P>
13.11. NO MATERIAL CHANGES. There has been no
material adverse change in the business, properties or
financial condition of Allmon since the date of the
Allmon Financial Statements.
<P>
13.12. LITIGATION. There is not, to the
knowledge of Allmon, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory
proceeding or investigation, threatened or contemplated
against Allmon or against any of its officers.
<P>
13.13. CONTRACTS. Allmon is not a party to any
material contract not in the ordinary course of business
that is to be performed in whole or in part at or after
the date of this agreement.
<P>
13.14. TITLE. Allmon has good and marketable
title tall the real property and good and valid title to
all other property included in the Allmon Financial
Statements. The properties of Allmon are not subject to
any mortgage, encumbrance or lien of any kind except
minor encumbrances that do not materially interfere with
the use of the property in the conduct of the business of
Allmon.
<P>
13.15. TAX RETURNS. All required tax returns
for federal, state, county, municipal, local, foreign and
other taxes and assessments have been properly prepared
and filed by Allmon for all years for which such returns
are due unless an extension for filing any such return
has been filed. Any and all federal, state, county,
municipal, local, foreign and other taxes and
assessments, including any and all interest, penalties
and additions imposed with respect to such amounts have
been paid or provided for. The provisions for federal
and state taxes reflected in the Allmon Financial
Statements are adequate to cover any such taxes that may
be assessed against Allmon in respect of its business and
its operations during the periods covered by the Allmon
Financial Statements and all prior periods.
<P>
13.16. NO VIOLATION. Consummation of the Merger
will not constitute or result in a breach or default
under any provision of any charter, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of
Allmon is subject or by which Allmon is bound.
<P>
14. REPRESENTATIONS AND WARRANTIES OF WORLD AM.
World-Am Communications Inc. represents and warrants
that:
<P>
14.1. CORPORATE ORGANIZATION AND GOOD STANDING.
World-Am Communications Inc. is a corporation duly
organized, validly existing, and in good standing under
the laws of the State of Florida and is qualified to do
business as a foreign corporation in each jurisdiction,
if any, in which its property or business requires such
qualification.
<P>
14.2. CAPITALIZATION. World-Am's authorized
capital stock consists of 125,000,000 shares of Common
Stock, $.001 par value, of which 40,000,000 shares are
issued and outstanding, and 10,000,000 shares of
preferred stock, of which none are issued and
outstanding.
<P>
14.3. ISSUED STOCK. All the outstanding shares
of its Common Stock are duly authorized and validly
issued fully paid and nonassessable.
<P>
14.4. STOCK RIGHTS. There are no stock grants,
options, rights, warrants or other rights to purchase or
obtain World-Am Common or Preferred Stock issued or
committed to be issued.
<P>
14.5 CORPORATE AUTHORITY. World-Am
Communications Inc. has all Requisite corporate power and
authority to own, operate and lease its properties, to
carry on its business as it is now being conducted and to
execute, deliver, perform and conclude the transactions
contemplated by this Agreement and all other agreements
and instruments related to this agreement.
<P>
14.6. SUBSIDIARIES. Except as set out in
Disclosure Schedule 14.6, World-Am Communications Inc.
has no subsidiaries.
<P>
14.7. FINANCIAL STATEMENTS. World-Am's
Financial Statements fairly present the financial
condition of World-Am as of the date therein and the
results of its operations for the periods then ended in
conformity with generally accepted accounting principles
consistently applied.
<P>
14.8. ABSENCE OF UNDISCLOSED LIABILITIES.
Except to the extent reflected or reserved against in the
World-Am Communications Inc. Financial Statements, World-
Am did not have at that date any liabilities or
obligations (secured, unsecured, contingent, or
otherwise) of nature customarily reflected in a corporate
balance sheet prepared in accordance with generally
accepted accounting principles.
<P>
14.9. NO MATERIAL CHANGES. There has been no
material adverse change in the business, properties or
financial condition of World-Am since the date of the
World-Am Communications Inc. Financial Statements.
<P>
14.10. LITIGATION. Except as set out in
Disclosure Schedule 14.10, there is not, to the knowledge
of World-Am, any pending, threatened, or existing
litigation, bankruptcy, criminal, civil, or regulatory
proceeding or investigation, threatened or contemplated
against World-Am or against any of its officers.
<P>
14.11. CONTRACTS. World-Am is not a party to
any material contract not in the ordinary course of
business or in the course of its proposed acquisitions
that is to be performed in whole or in part at or after
the date of this Agreement.
<P>
14.12. TITLE. World-Am Communications Inc. has
good and marketable title to all the real property and
good and valid title to all other property included in
the World-Am Financial Statements. The properties of
World-Am are not subject to any mortgage, encumbrance or
lien of any kind except minor encumbrances that do not
materially interfere with the use of the property in the
conduct of the business of New Millennium.
<P>
14.13. TAX RETURNS. All required tax returns
for federal, state, county, municipal, local, foreign and
other taxes and assessments have been properly prepared
and filed by World-Am for all years for which such
returns are due unless an extension for filing any such
return has been filed. Any and all federal, state,
county, municipal, local, foreign and other taxes and
assessments, including any and all interest, penalties
and additions imposed with respect to such amounts have
been paid or provided for. The provisions for federal
and state taxes reflected in the World-Am Financial
Statements are adequate to cover any such taxes that
maybe assessed against World-Am in respect of its
business and its operations during the periods covered by
the World-Am Financial Statements and all prior periods.
<P>
14.14. NO VIOLATION. Consummation of the Merger
will not constitute or result in a breach or default
under any provision of any charter, bylaw, indenture,
mortgage, lease, or agreement, or any order, judgment,
decree, law, or regulation to which any property of
World-Am is subject or by which World-Am Communications
Inc. is bound.
<P>
15. CONDUCT OF ALLMON PENDING THE MERGER DATE.
Allmon covenants that between the date of this Agreement
and the Merger Date:
<P>
15.1. No change will be made in Allmon's
Articles of Incorporation or bylaws.
15.2. Allmon will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber,
purchase, or otherwise acquire any of its capital stock
other than as provided herein.
<P>
15.3. Allmon will use its best efforts to
maintain and preserve its business organization, employee
relationships and goodwill intact, and will not enter
into any material commitment except in the ordinary
course of business.
<P>
16 CONDUCT OF WORLD-AM COMMUNICATIONS INC.
PENDING THE MERGER DATE. World-Am covenants that between
the date of this Agreement and the Merger Date:
<P>
16.1. No change will be made in World-Am's
Articles of incorporation or bylaws.
<P>
16.2. World-Am will not make any change in its
authorized or issued capital stock, declare or pay any
dividend or other distribution or issue, encumber,
purchase, or otherwise acquire any of its capital stock
otherwise than as provided herein.
<P>
16.3. World-Am will use its best efforts to
maintain and preserve its business organization, employee
relationships and goodwill intact, and will not enter
into any material commitment except in the ordinary
course of business.
<P>
17. CONDITIONS PRECEDENT TO OBLIGATION OF WORLD-AM.
World-AM's obligation to consummate the Merger shall
be subject to fulfillment on or before the Merger Date of
each of the following conditions, unless waived in
writing by Allmon:
<P>
17.1. WORLD-AM'S REPRESENTATIONS AND WARRANTIES.
The representations and warranties of World-Am set forth
herein shall be true and correct at the Merger Date as
though made at and as of that date, except as affected by
transactions contemplated hereby.
<P>
17.2. WORLD-AM'S COVENANTS. World-Am shall have
performed all covenants required by this agreement to be
performed by it on or before the Merger Date.
<P>
17.3. APPROVAL. World-Am shall have approved
this agreement in such manner as is required by law
including all appropriate action by directors and, if
required, by shareholders.
<P>
17.4. SUPPORTING DOCUMENTS OF WORLD-AM. World-Am
Communications Inc. shall have delivered to Allmon
supporting documents in form and substance satisfactory
to Allmon to the effect that:
<P>
(I) World-Am Communications Inc. is a corporation
duly organized, validly existing, and in good standing.
<P>
(ii) World-Am's authorized and issued capital
stock is asset forth herein.
<P>
(iii) The execution and adoption of this
agreement have been duly authorized by World-Am
Communications Inc. in such manner as is required bylaw
including all appropriate action by directors and, if
required, by shareholders.
<P>
18. CONDITIONS PRECEDENT TO OBLIGATION OF WORLD-AM.
World-Am's obligation to consummate the Merger shall
be subject to fulfillment by Allmon on or before the
Merger Date of each of the following conditions, unless
waived in writing by World-Am:
<P>
18.1. ALLMON'S REPRESENTATIONS AND WARRANTIES.
The representations and warranties of Allmon set forth
herein shall be true and correct at the Merger Date as
though made at and as of that date, except as affected by
transactions contemplated hereby.
<P>
18.2. ALLMON'S COVENANTS. Allmon shall have
performed all covenants required by this agreement to be
performed by it on or before the Merger Date.
<P>
18.3. APPROVAL. Allmon shall have approved this
Agreement in such manner as is required by law including
all appropriate action by directors and, if required, by
shareholders.
<P>
18.4. SUPPORTING DOCUMENTS OF ALLMON. Allmon
shall have delivered to World-Am supporting documents in
form and substance satisfactory to World-Am to the effect
that:
<P>
(I) Allmon is a corporation duly organized,
validly existing, and in good standing.
<P>
(ii) Allmon's authorized and issued capital stock
is as set forth herein.
<P>
(iii) The execution and adoption of this
Agreement have been duly authorized by Allmon in such
manner as is required bylaw including all appropriate
action by directors and, if required, by shareholders.
<P>
19. ACCESS. From the date hereof to the Merger
Date, World-Am and Allmon shall provide each other with
such information and permit each other's officers and
representatives such access to its properties and books
and records as the other may from time to time reasonably
request. If the Merger is not consummated as defined
hereafter, all documents and consideration received in
connection with this agreement shall be returned to the
party furnishing such documents and consideration, and
all information so received shall be treated as
confidential.
<P>
20. CLOSING.
<P>
20.1. The transfers and deliveries to be made
pursuant to this agreement (the "Closing") shall be made
by and take place at the offices of the Exchange Agent or
other location designated by the Constituent Corporations
without requiring the meeting of the parties hereof. All
proceedings to be taken and all documents to be executed
at the Closing shall be deemed to have been taken,
delivered and executed simultaneously, and no proceeding
shall be deemed taken nor documents deemed executed or
delivered until all have been taken, delivered and
executed.
<P>
20.2. Any copy, facsimile telecommunication or
other reliable reproduction of the writing or
transmission required by this agreement or any signature
required thereon may be used in lieu of an original
writing or transmission or signature for any and all
purposes for which the original could be used, provided
that such copy, facsimile telecommunication or other
reproduction shall be complete reproduction of the entire
original writing or transmission or original signature.
<P>
20.3. At the Closing, Allmon shall deliver to
the Exchange Agent in satisfactory form, if not already
delivered to World-Am:
<P>
(I) A list of the holders of record of the shares
of Allmon Common Stock being exchanged, with an
itemization of the number of shares held by each, the
address of each holder, and the aggregate number of
shares of World-Am Common Stock to be issued to each
holder;
<P>
(ii) Evidence of the execution and adoption of
this Agreement in such manner as is required by law
including all appropriate action by directors and, if
required, by shareholders;
<P>
(iii) Certificate of the Secretary of State of
Delaware as of a recent date as to the good standing of
Allmon;
<P>
(iv) Certified copies of the resolutions of the
board of directors of Allmon authorizing the execution of
this agreement and the consummation of the Merger;
<P>
(v) The Allmon Financial Statements;
<P>
(vi) Secretary's certificate of incumbency of the
officers and directors of Allmon;
<P>
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein; and
<P>
(viii) The share certificates for the outstanding
Common Stock of Allmon to be exchanged hereunder or,
where any such certificate is not delivered, an affidavit
of lost certificate or other reason for non-delivery.
<P>
20.4. At the Closing, World-Am Communications
Inc. shall deliver to the Exchange Agent in satisfactory
form, if not already delivered to Allmon:
<P>
(I) A list of its shareholders of record;
<P>
(ii) Evidence of the execution and adoption of
this Agreement in such manner as is required by law
including all appropriate action by directors and, if
required, by shareholders;
<P>
(iii) Certificate of the Secretary of State of
its state of incorporation as of a recent date as to the
good standing of World-Am;
<P>
(iv) Certified copies of the resolutions of the
board of directors of World-Am authorizing the execution
of this agreement and the consummation of the Merger;
<P>
(v) The World-Am Communications Inc. Financial
Statements;
<P>
(vi) Secretary's certificate of incumbency of the
officers and directors of World-Am;
<P>
(vii) Any document as may be specified herein or
required to satisfy the conditions, representations and
warranties enumerated elsewhere herein; and
<P>
(viii) The share certificates of World-Am
Communications Inc. to be delivered to the shareholders
of Allmon hereunder, in proper names and amounts, and
bearing legends, if any, required and appropriate under
applicable securities laws.
<P>
21. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
The representations and warranties of the Constituent
Corporations set out herein shall survive the Merger
Date.
<P>
22. ARBITRATION.
<P>
22.1. SCOPE. The parties hereby agree that any
and all claims (except only for requests for injunctive
or other equitable relief) whether existing now, in the
past or in the future as to which the parties or any
affiliates may be adverse parties, and whether arising
out of this agreement or from any other cause, will be
resolved by arbitration before the American Arbitration
Association within the state of Nevada.
<P>
22.2. CONSENT TO JURISDICTION, SITUS AND JUDGMENT.
The parties hereby irrevocably consent to the
jurisdiction of the American Arbitration Association and
the situs of the arbitration (and any requests for
injunctive or other equitable relief) within the state of
Nevada. Any award in arbitration may be entered in any
domestic or foreign court having jurisdiction over the
enforcement of such awards.
<P>
22.3. APPLICABLE LAW. The law applicable to the
arbitration and this agreement shall be that of the State
of Nevada, determined without regard to its provisions,
which would otherwise apply to question of conflict of
laws.
<P>
22.4. DISCLOSURE AND DISCOVERY. The arbitrator
may, in its discretion, allow the parties to make
reasonable disclosure and discovery in regard to any
matters which are the subject of the Arbitration and to
compel compliance with such disclosure and discovery
order. The arbitrator may order the parties to comply
with all or any of the disclosure and discovery
provisions of the Federal Rules of Civil Procedure, as
they then exist, as may be modified by the arbitrator
consistent with the desire to simplify the conduct and
minimize the expense of the arbitration.
<P>
22.5. RULES OF LAW. Regardless of any practices
of arbitration to the contrary, the arbitrator will apply
the rules of contract and other law of the jurisdiction
whose law applies to the arbitration so that the decision
of the arbitrator will be, as much as possible, the same
as if the dispute had been determined by a court of
competent jurisdiction.
<P>
22.6. FINALITY AND FEES. Any award or decision by
the American Arbitration Association shall be final,
binding and non-appealable except as to errors of law or
the failure of the arbitrator to adhere to the
arbitration provisions contained in this agreement. Each
party to the arbitration shall pay its own costs and
counsel fees except as specifically provided otherwise in
this agreement.
<P>
22.7. MEASURE OF DAMAGES. In any adverse action,
the parties shall restrict themselves to claims for
compensatory damages and\or securities issued or to be
issued and no claims shall be made by any party or
affiliate for lost profits, punitive or multiple damages.
<P>
22.8. COVENANT NOT TO SUE. The parties covenant
that under no conditions will any party or any affiliate
file any action against the other (except only requests
for injunctive or other equitable relief) in any forum
other than before the American Arbitration Association,
and the parties agree that any such action, if filed,
shall be dismissed upon application and shall be referred
for arbitration hereunder with costs and attorney's fees
to the prevailing party.
<P>
22.9. INTENTION. It is the intention of the
parties and their affiliates that all disputes of any
nature between them, whenever arising, whether in regard
to this Agreement or any other matter, from whatever
cause, based on whatever law, rule or regulation, whether
statutory or common law, and however characterized, be
decided by arbitration as provided herein and that no
party or affiliate be required to litigate in any other
forum any disputes or other matters except for requests
for injunctive or equitable relief. This Agreement shall
be interpreted in conformance with this stated intent of
the parties and their affiliates.
<P>
23 SURVIVAL. The provisions for arbitration
contained herein shall survive the termination of this
agreement for any reason.
<P>
23.1. FURTHER ASSURANCES. From time to time, each
party will execute such additional instruments and take
such actions as may be reasonably required to carry out
the intent and purposes of this agreement.
<P>
23.2. WAIVER. Any failure on the part of either
party hereto to comply with any of its obligations,
agreements or conditions hereunder may be waived in
writing by the party to whom such compliance is owed.
<P>
23.3. BROKERS. Each party agrees to indemnify
and hold harmless the other party against any fee, loss
or expense arising out of claims by brokers or finders
employed or alleged to have been employed by the
indemnifying party.
<P>
23.4. NOTICES. All notices and other
communications hereunder shall be in writing and shall be
deemed to have been given if delivered in person or sent
by prepaid first-class certified mail, return receipt
requested, or recognized commercial courier service, as
follows:
<P>
If to Allmon, to:
Allmon Corporation
128 April Rd.
Port Moody, B.C.
Canada V3H-3M5
<P>
If to World-Am, to:
World-Am Communications Inc.
1400W.122nd.Ave, Suite 104
Westminster Colorado, 80234
<P>
24. GOVERNING LAW. This Agreement shall be
governed by and construed and enforced in accordance with
the laws of the State of Nevada.
<P>
25. ASSIGNMENT. This Agreement shall inure to
the benefit of, and be binding upon, the parties hereto
and their successors and assigns; provided, however, that
any assignment by either party of its rights under this
agreement without the written consent of the other party
shall be void.
<P>
26. COUNTERPARTS. This agreement may be executed
simultaneously in two or more counterparts, each of which
shall be deemed an original, but all of which together
shall constitute one and the same instrument. Signatures
sent by facsimile transmission shall be deemed to be
evidence of the original execution thereof.
<P>
27. EXCHANGE AGENT AND CLOSING DATE. The
Exchange Agent shall be Richard Anslow, Tampa Bay,
Florida. The Closing shall take place upon the
fulfillment by each party of all the conditions of
Closing required herein, but not later than 3 days
following execution of this Agreement unless extended by
mutual consent of the parties.
<P>
28. REVIEW OF AGREEMENT. Each party
acknowledges that it has had time to review this
Agreement and, as desired, consult with counsel. In the
interpretation of this agreement, no adverse presumption
shall be made against any party on the basis that it has
prepared, or participated in the preparation of, this
Agreement.
<P>
29. SCHEDULES. All schedules attached hereto,
if any, shall be acknowledged by each party by signature
or initials thereon.
<P>
30. EFFECTIVE DATE. The effective date of this
agreement shall be May11, 2000.
<P>
IN WITNESS WHEREOF, the parties have executed this
Agreement.
<P>
ALLMON CORPORATION
<P>
This 11 day of May 2000
By:/s/ Gerald Ghini
President
<P>
This 11 day of May 2000
By:/s/ Robert Hainey
Shareholder
<P>
WORLD-AM COMMUNICATIONS INC.
<P>
This 11 day of May 2000
By:/s/ Jim Alexander,
President
<P>
EXCHANGE AGENT
<P>
This 11 day of May 2000
By:/s/ Richard Anslow
<P>
EXHIBIT A
<P>
<TABLE>
<S> <C> <C>
Allmon Shares Owned World Am Shares to be Received
<P>
Gerald Ghini - 5,000,000 shares 133,938 shares
Robert Hainey - 600,000 shares 16,071 shares
</TABLE>
ARTICLES OF INCORPORATION OF
<P>
Bedrocs of Brandon, Inc.
<P>
ARTICLE ONE - NAME
------------------
<P>
The name of this corporation is: Bedrocs of Brandon, Inc.
<P>
ARTICLE TWO - DURATION; EFFECTIVE DATE
--------------------------------------
<P>
This corporation shall exist perpetually, commencing as of
the date of execution of these Articles of Incorporation.
<P>
ARTICLE THREE - PURPOSES
------------------------
<P>
This corporation may engage in any activity or business
permitted under the laws of the United States of America and
of this State.
<P>
ARTICLE FOUR - CAPITAL STOCK
----------------------------
<P>
This corporation is authorized to issue Seven Thousand Five
Hundred (7,500) shares of One Dollar ($1.00) par value
common stock.
<P>
ARTICLE FIVE - PRINCIPAL OFFICE
--------------------------------
<P>
The principal office of this corporation is unknown, and the
mailing address of this corporation is: 501 South
Faulkenberg Road, Unit A-3, Tampa, Florida 33619.
<P>
ARTICLE SIX - REGISTERED OFFICE AND REGISTERED AGENT
----------------------------------------------------
<P>
The name of the initial Registered Agent of this corporation
and the street address of the initial Registered Office is
Alberta Carapella, 501 South Faulkenberg Road, Unit A-3,
Tampa, Florida 33619.
<P>
ARTICLE SEVEN - INITIAL BOARD OF DIRECTORS
------------------------------------------
<P>
This corporation shall have one (1) director initially. The
number of directors may be either increased or decreased
from time to time as provided in the ByLaws, but shall never
be less than one (1). The names and addresses of the
initial directors of this corporation is Vickie L.
Carapella, 1711 Paint Branch Way, Brandon, Florida 33511.
<P>
ARTICLE EIGHT - INCORPORATION
-----------------------------
<P>
The name and address of the person signing these Articles of
Incorporation is Vickie L. Carapella, 1711 Paint Branch Way,
Brandon, Florida 33511.
<P>
ARTICLE NINE - AMENDMENT
------------------------
<P>
This corporation reserves the right to amend or repeal any
provisions contained in these Articles of Incorporation, or
any amendment hereto, and any right conferred upon the
shareholders is subject to this reservation.
<P>
ARTICLE TEN - BYLAWS
--------------------
<P>
The initial ByLaws shall be adopted by the Board of
Directors. The power to alter, amend, or repel the Bylaws
or adopt new Bylaws is vested in the Board of Directors,
subject to repeal or change by action of the shareholders.
<P>
ARTICLE ELEVEN - INFORMAL SHAREHOLDER ACTION
--------------------------------------------
<P>
The holders of outstanding shares of the voting stock of the
corporation may act by written agreement without a meeting,
as provided in Florida Statues 607.07.04.
<P>
ARTICLE TWELVE - PREEMPTIVE RIGHTS
----------------------------------
<P>
Each shareholder of this corporation shall have the first
right to purchase shares (and securities convertible into
shares) of any class, kind of series of stock in this
corporation that may from time to time be issued (whether or
not presently authorized), including shares from the
treasury of this corporation, in the ratio that the number
of shares he holds at the time of issue bears to the total
number of shares outstanding exclusive of treasury shares.
This right shall be deemed waived by any shareholder who
does not exercise it and pay for the shares preempted within
thirty (30) days of receipt of a notice in writing from the
corporation stating the prices, terms and conditions of the
issue of shares and inviting him to exercise his preemptive
rights. This right may also be waived by affirmative
written waiver submitted by the shareholder to the
corporation within thirty (30) days of receipt of notice
from the corporation.
<P>
ARTICLE THIRTEEN - CUMULATIVE VOTING
------------------------------------
<P>
In any election of directors by the shareholders, each
shareholder of record entitled to vote shall have the right
to cumulate his shares and to give one candidate as many
votes as shall be equal the number of directors to be
elected multiplied by the number of shares owned by such
stockholder, or to distribute them on the same principal
among as many candidates as he sees fit; provided, however,
that notice shall be given by any shareholder to the
President or a Vice President of the Corporation not less
than twenty-four (24) hours before the item fixed for the
holding of the meeting for the election of directors that he
intends to accumulate his votes at such election. This
right to vote cumulatively shall not be further restricted
or qualified by any provision in the Bylaws of this
corporation.
<P>
IN WITNESS WHEREOF, the undersigned executes these Articles
of Incorporation the 29th day of June 1994.
<P>
/s/ Vickie L. Carapella
-----------------------
Vickie L. Carapella as
Incorporator
<P>
STATE OF FLORIDA
<P>
COUNTY OF HILLSBOROUGH
<P>
The foregoing instrument was acknowledged before me this
29th day of June, 1994 by Vickie L. Carapella who is
personally known to me or who has produced as
identification.
<P>
/s/ Janice Romano
---------------------
Print Name: Janice Romano
Notary Public - Florida
Serial Number CC229643
Commission Expires: 09/20/95
<P>
ACCEPTANCE AND ACKNOWLEDGMENT
-----------------------------
<P>
I hereby accept to act as registered agent, and agree to
comply with the provisions of all statutes relative to the
proper and complete performance of my duties and am familiar
with and accept the obligations of Section 607.0505, Florida
Statutes.
<P>
/s/ Albert J. Carapella
------------------------
Albert J. Carapella, as
Registered Agent
<P>
AMENDED
<P>
ARTICLES OF INCORPORATION OF
<P>
Bedroc's of Brandon, Inc.
<P>
ARTICLE ONE - NAME
------------------
<P>
The name of this corporation is: Bedroc's of Brandon, Inc.
<P>
ARTICLE TWO - CAPITAL STOCK
---------------------------
<P>
This corporation is authorized to issue One Thousand Five
Hundred (1,500) shares of One Dollar ($1.00) par value
common stock.
<P>
IN WITNESS WHEREOF, the undersigned executes these Amended
Articles of Incorporation this 13th day of July, 1994.
<P>
/s/ Vickie L. Carapella
-----------------------
Vickie L. Carapella as
Incorporator
STATE OF FLORIDA
<P>
COUNTY OF HILLSBOROUGH
<P>
The foregoing instrument was acknowledged before me this 6th
day of April, 1995 by Vickie L. Carapella who is personally
known to me or who has produced as identification.
<P>
/s/ Nancy J. Ciccarelli
---------------------
Print Name: Nancy J. Ciccarelli
Notary Public - Florida
Serial Number CC446455
Commission Expires: 03/20/99
<P>
ARTICLES OF AMENDMENT
TO
<P>
ARTICLES OF INCORPORATION OF
<P>
Bedroc's of Brandon, Inc.
<P>
Pursuant to the provision of section 607.1006, Florida
Statutes the undersigned Florida profit corporation adopts
the following articled of amendment to it articles of
incorporation.
<P>
FIRST: Amendment adopted:
<P>
ARTICLE FOUR - AMENDED TO READ that corporation is
authorized to issued fifteen million common shares and one
million preferred shares at .001 par value.
<P>
SECOND: The date of adoption of the amendment was 02/07/97.
<P>
THIRD: Adoption of Amendment
<P>
There are no members or members entitles to vote on the
amendment. The amendment was adopted by the board of
directors. Shareholder approval was not required for this
amendment.
<P>
BEDROC'S OF BRANDON, INC.
<P>
/s/ Vickie L. Carapella
----------------------------
VICKIE L. CARAPELL
President/Secretary and
Sole Director
<P>
Dated: February 7, 1997
<P>
ARTICLES OF AMENDMENT
TO
<P>
ARTICLES OF INCORPORATION OF
<P>
Bedroc's of Brandon, Inc.
<P>
Pursuant to the provision of section 607.1006, Florida
Statutes the undersigned Florida profit corporation adopts
the following articled of amendment to it articles of
incorporation.
<P>
FIRST: Amendment(s) adopted: (INDICATE ARTICLE NUMBER(S)
BEING AMENDED, ADDED OR DELETED)
<P>
ARTICLE FOUR:
Corporation is uathorized to issue 500,000,000 common shares
at $.0001 par value, 40,000,000 preferred class A shares at
$.0001 par value and 40,000,000 preferred class B shares at
$.001 par value.
<P>
SECOND: The date of the amendment(s) was July 1,1997
<P>
THIRD: Adoption of Amendment (CHECK ONE)
<P>
The amendment was adopted by the Board of Directors without
shareholder action, and shareholder action was not required.
<P>
BEDROC'S OF BRANDON, INC.
Corporation Name
<P>
/s/ Vickie L. Carapella
----------------------------
Signature of Officer
<P>
VICKIE L. CARAPELL
President/Secretary and
Sole Director
<P>
Dated: July 2, 1997
<P>
ARTICLES OF AMENDMENT
TO THE
<P>
ARTICLES OF INCORPORATION OF
<P>
Bedroc's of Brandon, Inc.
<P>
Bedroc's of Brandon, Inc. a Florida Corporation (the "Corporation"),
hereby certifies as follows:
<P>
1. The Articles of Incorporation of the Corporation are hereby
amended by deleting the present form of Articles One and Five
in their entirety and by substituting, is lieu thereof, the following:
<P>
ARTICLE ONE - NAME
-------------------
<P>
The name of this corporation is:
World Am Communications, Inc.
<P>
ARTICLE FIVE - PRINCIPLE OFFICE
-------------------------------
<P>
The principle office of this corporation is 2215 Highpoint Drive,
Brandon, Florida 33511.
<P>
2. The foregoing amendments shall become effective as of the
close of business on the date these Articles of Amendment are
approved by the Florida Department of State and all filing fees
due have been paid, all in accordance with the corporation laws
of the State of Florida.
<P>
IN WITNESS WHEREOF, of the Corporation has caused these Articles
of Amendment to be prepared under the signature of its president
and Chairman of the Board of Directors.
<P>
WORLD AM COMMUNICATIONS, INC.
<P>
/s/ Robert Esposito
--------------------------------
Robert Esposito
President and Chairman of
The Board of Directors
<P>
STATE OF FLORIDA
COUNTY OF
<P>
The forgoing instrument was acknowledge before me, under oath,
this 17th day of August, 1998 by Robert Esposito, an individual
known to me, in his capacity as President and Chairman of the
Board of Directors of World-Am Communications, Inc., a Florida
corporation, on behalf of the corporation and for the uses and
purposes described therein.
<P>
Notary
Donald R. Mastropietro
Comm. # CC527461
Expires: January 25, 2000
<P>
BYLAWS
<P>
OF
<P>
WORLDAM COMMUNICATIONS INC.
<P>
ARTICLE I
<P>
SHAREHOLDERS
<P>
1. SHARE CERTIFICATES. Certificates evidencing fully-paid
shares of the corporation shall set forth thereon the
statements prescribed by Section 607.0625 of the Florida
Business Corporation Act ("Business Corporation Act") and by
any other applicable provision of law, must be signed,
either manually or in facsimile, by any one of the following
officers: the President, a Vice President, the Secretary,
an Assistant Secretary, the Treasurer, an Assistant
Secretary, or by an officer designated by the Board of
Directors, and may bear the corporate seal or its facsimile.
If the person who signed, either manually or in facsimile, a
share certificate no longer holds office when the
certificate is issued, the certificate is nevertheless
valid.
<P>
2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue
fractions of a share or pay in money the fair value of
fractions of share: make arrangements, or provide reasonable
opportunity, for any person entitled to or holding a
fractional interest in a share to sell such fractional
interest or to purchase such additional fractional interests
as may be necessary to acquire a full share; and issue
scrip in registered or bearer form, over the manual or
facsimile signature of an officer of the corporation or its
agent, entitling the holder to receive a full share upon
surrendering enough scrip to equal a full share. Each
certificate representing scrip must be conspicuously labeled
"scrip" and must contain the information required by of
Section 607.0625 of the Business Corporation Act. The
holder of a fractional share is entitled to exercise the
rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the
corporation upon liquidation. The holder of scrip is not
entitled to any of these rights unless the scrip provides
for them. The Board of Directors may authorize the issuance
of scrip subject to any condition considered desirable,
including (a) that the scrip will become void if not
exchanged for full shares before a specified date; and (b)
that the shares for which the scrip is exchangeable may be
sold and the proceeds paid to the scripholders.
<P>
3. SHARE TRANSFERS. Upon compliance with any provisions
restricting the transferability of shares that may be set
forth in the articles of incorporation, these Bylaws, or any
written agreement in respect thereof, transfers of shares of
the corporation shall be made only on the books of the
corporation by the registered holder thereof, or by his
attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation, or
with a agent or a registrar and on surrender of the
certificate or certificates for such shares properly
endorsed and the payment of all taxes thereon, if any.
Except as may be otherwise provided by law or these Bylaws,
the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all
purposes as regards the corporation; provided that whenever
any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the
Secretary of the corporation shall be so expressed in the
entry of transfer.
<P>
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of
determining shareholders entitled to notice of or to vote
any meeting of shareholders to demand a special meeting, or
to take any other action, the Board of Directors, of the
corporation may fix a date as the record date for any such
determination of shareholders, such date in any case to be
not more than seventy days before the meeting or action
requiring such determination of shareholders. A
determination of shareholders entitled to notice of or to
vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors
fixes a new record date, which it must do if the meeting is
adjourned to a date more than one hundred twenty days (120)
days after the date fixed for the original meeting.
<P>
5. MEANING OF CERTAIN TERMS. As used herein in respect of
the right to notice of a meeting of shareholders or a waiver
thereof or to participate or vote thereat or to consent or
dissent in writing in lieu of a meeting, as the case may be,
the term "share" or "shares" or "shareholder" or
"shareholders" refers to an outstanding share or shares and
to a holder or holder of record of outstanding shares when
the corporation is authorized to issue only on a class of
shares, and said reference is also intended to include any
outstanding share or shares and any holder or holders of
record of outstanding shares of any class upon which or upon
whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon
whom the Business Corporation Act confers such rights
notwithstanding that the articles of incorporation may
provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
<P>
6.SHAREHOLDER MEETING.
<P>
-TIME. The annual meeting shall be held on the date
fixed from time to time by the directors. A special meeting
shall be held on the date fixed from time to time by the
directors except when the Business Corporation Act confers
the right to call a special meeting upon the shareholders.
<P>
-PLACE. Annual meetings and special meetings shall be
held at such place in or out of the State of Florida as the
directors shall from time to time fix.
<P>
-CALL. Annual meetings may be called by the directors
or the Chairman of the Board of Directors, the Vice Chairman
of the Board of Directors, the President , or the Secretary
or by an officer instructed by the directors or the
President to call the meeting. Special meetings may
be called in like manner.
<P>
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF
NOTICE . The corporation shall notify shareholders of the
date, time, and place of each annual and special
shareholders' meeting. Such notice shall be no fewer than
ten or more than sixty days before the meeting date. Unless
the Business Corporation Act or the articles of
incorporation require otherwise, notice of an annual meeting
need not include a description of the purpose or purposes
for which the meeting need not include a description of the
purpose or purposes for which the meeting is called.
Notice shall be given in the manner provided in Section
607.0141 of the Business Corporation Act, by or at the
direction of the President, the Secretary, or the officer or
persons calling the meeting. Notice of a special meeting
must include a description of the purpose or purposes for
which the meeting is called. Unless the Business
Corporation Act or the articles of incorporation require
otherwise, the corporation is required to give notice only
to shareholders entitled to vote at the meeting. A
shareholder may waive any notice required by the Business
Corporation Act, the articles of incorporation, or the
Bylaws before or after the date and time stated in the
notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the
corporation for inclusion in the objection to lack of notice
or defective notice of the meeting, unless the shareholder
at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting; or waives
objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to
considering the matter when it is presented.
<P>
-VOTING LIST FOR MEETING. After fixing a record date
for a meeting, the corporation shall prepare an alphabetical
list of the names of all its shareholders who are entitled
to notice of a shareholders' meeting, arranged by voting
group, with the address of and number and class and series,
if any of shares held by each shareholder. The
shareholders' list must be available for inspection by any
shareholder, for a period of ten days prior to the meeting
or such sorter time as exists between the record date and
the meeting and continuing through the meeting at the
corporation's principal office, or at a place identified in
the meeting notice in the city where the meeting will be
held, or at the office, of the corporation's transfer agent
or registrar. A shareholder, his agent or attorney is
entitled on written demand to inspect the list subject to
the requirements of Section 607.1602(3) of the Business
Corporation Act, to copy the list, during regular business
hours and at his expense, during the period it is available
for inspection. The corporation shall make the
shareholders' list available at the meeting, and any
shareholder, or his agent or attorney is entitled to inspect
the list at any time during the meeting or any adjournment.
<P>
-CONDUCT OF MEETING. Meetings of the shareholders
shall be presided over by one of the following officers in
the order of seniority and if present and acting - the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, a Vice President, if any, or,
if none of the foregoing is in office and present and
acting, by a chairman to be chosen by the shareholders. The
Secretary of the corporation, or his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if
neither the Secretary nor an Assistant Secretary is present,
the chairman of the meeting shall appoint a secretary of he
meeting.
<P>
-PROXY REPRESENTATION. A shareholder may appoint a
proxy to vote or otherwise act for him by signing an
appointment from, either personally or his attorney-in-fact.
An appointment of a proxy is effective when received by the
Secretary or other officer or agent authorized to tabulate
votes. An appointment is valid for up to eleven months,
unless a longer period is expressly provided in the
appointment form. An appointment of a proxy is revocable by
the shareholder unless the anointment form conspicuously
states that it is irrevocable and the appointment is coupled
with an interest.
<P>
-SHARES HELD BY NOMINEES. The corporation may
establish a procedure by which the beneficial owner of
shares that are registered in the name of a nominee is
recognized by the corporation as the shareholder. The
extent of this recognition may be determined in the
procedure.
<P>
-QUORUM . Unless the articles of incorporation or the
Business Corporation Act provides otherwise, a majority of
the votes entitled to be cast on a matter by a voting a
group constitutes a quorum o that voting group for action on
that matter. Shares entitled to vote as a
separate voting group may take action on a matter at a
meeting only if a quorum of those shares exists with respect
to that matter. Once a share is represented for any purpose
at a meeting, it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for
that adjourned meeting.
<P>
-VOTING. Directors are elected by a plurality of the
votes cast by the shares entitled to vote in the election at
a meeting at which a quorum is present. If a quorum exists,
action on a matter, other than the election of directors, by
a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast
opposing the action, unless the articles of
incorporation or the Business Corporation Act requires a
greater number of affirmative votes.
<P>
7. ACTION WITHOUT MEETING. Unless otherwise provided in
the articles of incorporation action required or permitted
by the provisions of the Business Corporation Act to be
taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding
stock of each voting group entitled to vote thereon having
not less than the minimum number of votes with respect to
each voting group that would be necessary to authorize or
take such action at a meeting at which all voting groups and
shares entitled to vote hereon were present and voted. In
order to be effective the action must be evidenced by one or
more written consents describing the action taken , dated
and signed by approving shareholders having the requisite
number of each voting group entitled to vote thereon, and
delivered to the corporation by delivery to its principal
office in State of Florida, its principal place of business,
the corporate Secretary, or another officer or agent of the
corporation having custody of the book in which proceedings
of meetings of shareholders are recorded. No written
consent shall be effective to take the corporate action
referred to therein, unless within sixty days of the date of
the earliest dated consent delivered in the manner require
by Section 607.0704 of the Business Corporation Act, written
consents signed by holders of shares having the number of
votes required to take action are delivered to the
corporation by delivery as set forth in Section
607.0704 of the Florida Business Corporation Act. Action
under thus paragraph be subject to the requirements of
Section 607.0704 of the Business Corporation Act.
<P>
ARTICLE II
<P>
BOARD OF DIRECTORS
<P>
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate
powers shall be exercised by or under the authority of, and
the business and affairs of the corporation managed under
the direction of, a Board of Directors. The Board may fix
the compensation of directors.
<P>
2. QUALIFICATIONS AND NUMBER. A director need not be a
shareholder, a citizen of the United States, or a resident
of the State of Florida. The initial Board of Directors
shall consist of one person, which shall be the number of
directors until changed. Thereafter, the number of
directors shall not be less than one (1) nor more than ten
(10). The number of directors may be fixed or changed from
time to time by the shareholders. The number shall never be
less than one.
<P>
3. TERMS AND VACANCIES. The Terms of the initial directors
of the corporation expire at the first shareholders' meeting
at which directors are elected. The terms of all other
directors expire at the next annual shareholders' meeting
following their election. A decrease in the number of
directors does not shorten an incumbent director's term.
The term of a director elected to fill a vacancy expires at
the next shareholders' meeting at which directors are
elected. Despite the expiration of a director's term, the
director continues to serve until his successor is elected
and qualifies or until there is a decrease in the number of
directors. Whenever a vacancy occurs on the Board of
Directors, including a vacancy resulting from an increase in
the numbers of directors, it may be filled by the
affirmative vote of a majority of the remaining directors,
through less than a quorum of the Board of Directors, or by
the shareholders, unless the articles of incorporation
provide otherwise.
<P>
4.MEETINGS.
<P>
-TIME. Meetings shall be held at such time as the
Board shall fix, except that the first meeting of a newly
elected Board shall be held as soon after its election as
the directors may conveniently assemble.
<P>
-PLACE. The Board of Directors may hold regular or
special meetings in or out of the State of Florida at such
place as shall be fixed by the Board.
<P>
-CALL. No call shall be required for regular meetings
for which time and place have been fixed. Special meetings
may be called by or at the direction of the Chairman of the
Board, if any, the Vice Chairman of the Board, if any, of
the President, or of a unanimous decision by all of
the directors in office.
<P>
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular
meetings of the Board of Directors may be held without
notice of the date, time, place, or purpose of the meeting.
Written, or oral, notice of the time and place shall be
given for special meetings in sufficient time for the
convenient assembly of the directors thereat. The notice of
a special meeting need not describe the purpose of the
meeting. Notice of a meeting of the Board of Directors need
not given to any director who signs a waiver of notice of
such meeting and a waiver of any and all objection to the
place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly
upon arrival at the meeting, any objection to the
transaction of business because the meeting is not lawfully
called or convened.
<P>
-QUORUM AND ACTION. A quorum of the Board of Directors
consists of a majority of the number of directors prescribed
in or fixed in accordance with these Bylaws. If a
quorum is present when a vote is taken, the affirmative vote
of a unanmious vote of directors present is the act of the
Board of Directors. The Board of Directors may permit any
or all directors to participate in a regular or special
meeting by, or conduct the meeting through use of, any means
of communication by which all directors participating may
simultaneously hear each other during the
meeting. A director participating in a meeting by this
means is deemed to be present in person at the meeting.
<P>
-CHAIRMAN OF THE MEETING. Meetings of the Board of
Directors shall be presided over by the following directors
in the order of seniority and if present and acting the
Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or by other director chosen by
the Board.
<P>
5. REMOVAL OF DIRECTORS . The shareholders may remove one
or more directors with or without cause pursuant to the
provisions of Section 607.0808 of the Business
Corporation Act.
<P>
6. COMMITTEES. The Board of Directors by resolution
adopted by a majority of the full Board of Directors, may
designate from among its members an executive committee and
one or more other committees each of which, to the extent
provided in such resolution or in the articles of
incorporation or the Bylaws, shall have and may exercise all
the authority of the Board of Directors, except such
authority as may not be delegated under the Business
Corporation Act. Each committee may have two or more
members, who serve at the pleasure of the Board of
Directors. The provisions of Sections 607.082, 607.0823,
and 607.0824 of the Business Corporation Act, which
govern meetings, notice and waiver of notice, and quorum and
voting requirements, apply to committees and their members
as well.
<P>
7. ACTION WITHOUT MEETING. Action required or permitted
by the Business Corporation Act to be taken at a Board of
Directors' meeting or committee meeting may be taken
without a meeting if the action is taken by all members of
the Board or of the committee. The action must be evidenced
by one or more written consents describing the action taken,
signed by each director or committee member. Action taken
under this paragraph is effective when the last director
signs the consent, unless the consent specifies a different
effective date.
<P>
ARTICLE III
<P>
OFFICERS
<P>
The corporation shall have a President, and a Secretary, and
such other officers as may be deemed necessary, who may be
appointed by the directors. The same individual may
simultaneously hold more than one office in the corporation.
<P>
A duly appointed officer may appoint one or more officers or
assistant officers is authorized by the Board of Directors.
<P>
Each officer of the corporation has the authority and shall
perform the duties prescribed by the Board of Directors or
by direction of an officer authorized by the Board of
Directors to prescribe the duties of other officers;
provided, that the Secretary shall have the responsibility
for preparation and custody of minutes of the directors' and
shareholders' meetings and for authenticating records of the
corporation.
<P>
The Board of Directors may remove any officer at any time
with or without cause.
<P>
ARTICLE IV
<P>
REGISTERED OFFICE AND AGENT
<P>
The address of the initial registered office of the
corporation and the name of the initial registered agent of
the corporation are set forth in the original articles of
incorporation.
May 15, 2000
<P>
World Am Communications, Inc.
1400W.122nd.Ave, Suite 104
Westminster Colorado, 80234
<P>
I, Gerald Ghini, hereby resign as President,
Secretary and Director of Allmon Management Inc., effective immediately.
<P>
/s/ GERALD GHINI
-----------------------------
GERALD GHINI
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