Securities and Exchange Commission
Washington, D. C. 20549
_______________
Form 10-SB
______________
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
WorldNet, Inc. of Nevada
(Name of registrant in its charter)
Nevada 88-0247824
(State of incorporation) (I.R.S. Employer Identification No.)
476 East South Temple
Salt Lake City, Utah 84111
(801) 323-2395
(Address and telephone number of principal executive offices
and principal place of business)
________________
Securities registered pursuant to Section 12(b) of the Act:
None
________________
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
Title of each class
<PAGE>
Table of Contents
PART I
Item 1: Description of Business............................................3
Item 2: Management's Discussion and Analysis or Plan of Operation..........6
Item 3: Description of Property............................................6
Item 4: Security Ownership of Certain Beneficial Owners and Management.....6
Item 5: Directors, Executive Officers, Promoters and Control Persons.......7
Item 6: Executive Compensation.............................................7
Item 7: Certain Relationships and Related Transactions.....................7
Item 8: Description of Securities..........................................8
PART II
Item 1: Market Price for Common Equity and Related Stockholder Matters.....8
Item 2: Legal Proceedings..................................................8
Item 3: Changes in and Disagreements with Accountants......................8
Item 4: Recent Sales of Unregistered Securities............................8
Item 5: Indemnification of Directors and Officers..........................8
PART F/S
Index to Financial Statements..............................................9
PART III
Item 1: Index to and Description of Exhibits...............................10
2
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FORWARD LOOKING STATEMENTS
In this registration statement references to "WorldNet," "we," "us," and
"our" refer to WorldNet, Inc. of Nevada
This Form 10-SB contains certain forward-looking statements. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
WorldNet's control. These factors include but are not limited to economic
conditions generally and in the industries in which WorldNet may participate;
competition within WorldNet's chosen industry, including competition from much
larger competitors; technological advances and failure by WorldNet to
successfully develop business relationships.
ITEM 1: DESCRIPTION OF BUSINESS
Business Development
We were incorporated in the state of Nevada on March 10, 1986 and shortly
after our incorporation we entered into an agreement to lease, sell and market
the Hystar airship and the Burket Mill, a waste milling device. However, the
venture was found to be cost prohibitive and we ceased such activities in 1986
and did not engage in any further commercial operations.
We have not recorded any revenues for the past two fiscal years and our
independent auditors have expressed doubt that we can continue as a going
concern unless we obtain financing to continue operations. We have
voluntarily filed this registration statement to become a reporting company.
Our Plan
Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity. Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise. We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any agreement or
definitive understanding with any person concerning an acquisition.
Our search for a business opportunity will not be limited to any
particular geographical area or industry. Our management has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current shareholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be potential merger
or acquisition candidates.
The selection of a business opportunity in which to participate is complex
and extremely risky and will be made by management in the exercise of its
business judgement. There is no assurance that we will be able to identify
and acquire any business opportunity which will ultimately prove to be
beneficial to us and our shareholders.
Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our shareholders.
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Investigation and Selection of Business Opportunities
A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the other company's
management and personnel, the anticipated acceptability of new products or
marketing concept, the merit of technological changes, the perceived benefit
that company will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to shift marketing approaches substantially, expand
significantly, change product emphasis, change or substantially augment
management, or make other changes. We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for the implementation of, required
changes.
Our management will analyze the business opportunities, however, none of
our management are professional business analysts (See "Directors and
Executive Officers," below). Our management might hire an outside consultant
to assist in the investigation and selection of business opportunities. Since
our management has no current plans to use any outside consultants or advisors
to assist in the investigation and selection of business opportunities, no
policies have been adopted regarding use of such consultants or advisors. We
have not established the criteria to be used in selecting such consultants or
advisors, the service to be provided, the term of service, or the total amount
of fees that may be paid. However, because of our limited resources, it is
likely that any such fee we agree to pay would be paid in stock and not in
cash.
In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;
(2) Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;
(3) Whether, following the business combination, the financial condition
of the business opportunity would be, or would have a significant prospect in
the foreseeable future of becoming sufficient to enable our securities to
qualify for listing on a exchange or on a national automated securities
quotation system, such as NASDAQ.
(4) Capital requirements and anticipated availability of required funds,
to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;
(5) The extent to which the business opportunity can be advanced;
(6) Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;
(7) Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;
(8) The cost of our participation as compared to the perceived tangible
and intangible values and potential; and
(9) The accessibility of required management expertise, personnel, raw
materials, services, professional
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assistance, and other required items.
No one of the factors described above will be controlling in the selection
of a business opportunity. Management will attempt to analyze all factors
appropriate to each opportunity and make a determination based upon reasonable
investigative measures and available data. Potentially available business
opportunities may occur in many different industries and at various stages of
development. Thus, the task of comparative investigation and analysis of such
business opportunities will be extremely difficult and complex. Potential
investors must recognize that, because of our limited capital available for
investigation and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about the opportunity to be
acquired.
Form of Acquisition
We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity. The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such structure may
include, but is not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other form of organization. We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.
Competition
We expect to encounter substantial competition in our effort to locate
attractive opportunities. Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities. We also will experience competition from
other public "blind pool" companies, many of which may have more funds
available.
Employees
We currently have no employees. Our management expects to confer with
consultants, attorneys and accountants as necessary. We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities. We will determine the need for employees
based upon the specific business opportunity.
Reports to Security Holders
WorldNet has voluntarily elected to file this Form 10-SB registration
statement in order to become a reporting company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Following the effective date of
this registration statement, we will be required to comply with the reporting
requirements of the Exchange Act. We will file annual, quarterly and other
reports with the Securities and Exchange Commission ("SEC"). We also will be
subject to the proxy solicitation requirements of the Exchange Act and,
accordingly, will furnish an annual report with audited financial statements
to our stockholders.
Available Information
Copies of this registration statement may be inspected, without charge, at
the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C.
20549. The public may obtain information on the operation
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of the Public Reference Room by calling the SEC at 1-800-SEC-0300. Copies of
this material also should be available through the Internet by using the SEC's
EDGAR Archive, which is located at http://www.sec.gov.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
We have no assets and have experienced losses from inception. As of the
period ended June 30, 2000 we had no cash on hand and total current
liabilities of $32,000. The current liabilities reflect a note payable to
Mutual Ventures Corporation for accounting and legal fees paid on our behalf.
We have no material commitments for capital expenditures for the next twelve
months.
Since inception, we have primarily financed our operations through the
sale of our common stock and loans. We believe that our current cash needs can
be met by loans from our directors, officers and shareholders for at least the
next twelve months. However, if we obtain a business opportunity, it may be
necessary to raise additional capital. This may be accomplished by selling
our common stock.
Our management intends to actively seek business opportunities during the
next twelve months.
ITEM 3: DESCRIPTION OF PROPERTIES
We do not currently own or lease any property. We utilize office space in
the office of one of our shareholders at no cost. Until we pursue a viable
business opportunity and recognize income, we will not seek independent office
space.
ITEM 4: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known by us to own
beneficially more than 5% of our outstanding common stock. Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities. Except as
indicated by footnote, the persons named in the table below have sole voting
power and investment power with respect to all shares of common stock shown as
beneficially owned by them. The percentage of beneficial ownership is based
on 17,500,000 shares of common stock outstanding as of June 30, 2000.
CERTAIN BENEFICIAL OWNERS
Common Stock Beneficially Owned
--------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
------------------------------ ----------------- --------------------
VIP WorldNet, Inc. 15,010,650* 85.7%
154 East Ford Avenue
Salt Lake City, Utah 84115
* VIP WorldNet, Inc. holds 15,000,000 shares and its directors and officers
beneficially own the following shares of our common stock: Joanne Clinger,
President, 10,450 and Wayne Reichman, Secretary, 200 shares.
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MANAGEMENT
Common Stock Beneficially Owned
-------------------------------
Name and Address of Number of Shares of
Beneficial Owners Common Stock Percentage of Class
---------------------------- ------------------- -------------------
Don Mayer 324,000 1.8%
6360 South 3000 East #205
Salt Lake City, Utah 84121
ITEM 5: DIRECTORS AND EXECUTIVE OFFICERS
Our executive officers and directors and their respective ages, positions
and term of office are set forth below. Biographical information for each of
those persons is also presented below. Our bylaws require two directors who
serve for terms of one year and our executive officers are chosen by our Board
of Directors and serve at its discretion. There are no existing family
relationships between or among any of our executive officers or directors.
Director or
Name Age Position Held Officer Since
-------------- ---- ------------------------ ----------------
Don Mayer 60 President, Director February 3, 2000
Ariika Mason 20 Secretary/Treasurer, Director March 13, 2000
Donald R. Mayer. Mr. Mayer is the President and a director of Universal
Business Insurance. He has worked in the insurance industry for over 17
years, specializing in the motel/hotel industry. He graduated from the
University of Utah, located in Salt Lake City, Utah, with a B.A in accounting
in 1971.
Ariika Mason. From January 1999 through the present Ms. Mason has worked
as a customer relations specialist for Mutual Ventures Corporation. From July
of 1997 to January 1999 she was employed by Utah Internet as a secretary.
From February 1997 through June 1997 she worked as a receptionist for
Universal Business Insurance. She attended Salt Lake Community College
located in Salt Lake City, Utah during 1999.
ITEM 6: EXECUTIVE COMPENSATION
None of our named executive officers received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal years. We
have not entered into employment contracts with our executive officers and
their compensation, if any, will be determined at the discretion of our Board
of Directors.
Compensation of Directors
We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.
ITEM 7: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We have not engaged in any transactions in excess of $60,000 during the
past two years involving our executive officers, directors, 5% stockholders or
immediate family members of such persons.
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Parent Company
VIP Worldnet, Inc. is our parent company and beneficially owns 15,010,650
shares of our common stock. Such shares represent 85.7 % of our outstanding
shares.
ITEM 8: DESCRIPTION OF SECURITIES
Common Stock
We are authorized to issue 25,000,000 shares of common stock, par value
$.001, of which 17,500,000 were issued and outstanding as of June 30, 2000.
All shares of common stock have equal rights and privileges with respect to
voting, liquidation and dividend rights. Each share of common stock entitles
the holder thereof (i) to one non-cumulative vote for each share held of
record on all matters submitted to a vote of the stockholders, (ii) to
participate equally and to receive any and all such dividends as may be
declared by the Board of Directors out of funds legally available; and (iii)
to participate pro rata in any distribution of assets available for
distribution upon liquidation of the Company. Our stockholders have no
preemptive rights to acquire additional shares of common stock or any other
securities.
PART II
ITEM 1: MARKET PRICE FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS
We have had no market activity in our stock as of this filing. We have
approximately 83 stockholders of record holding 17,500,000 common shares.
2,165,350 shares are free trading and 15,010,650 shares are restricted stock
as that term is defined in Rule 144. We have not declared dividends on our
common stock and do not anticipate paying dividends on our common stock in the
foreseeable future.
ITEM 2: LEGAL PROCEEDINGS
We are not a party to any proceedings or threatened proceedings as of the
date of this filing.
ITEM 3: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no change in, or disagreements with, our principal independent
accountant during our last two fiscal years.
ITEM 4: RECENT SALES OF UNREGISTERED SECURITIES
We have not sold securities within the past three years without
registration.
ITEM 5: INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Nevada Revised Statutes Section 78.7502 and 78.751 our bylaws
provide for the indemnification of present and former directors and officers.
Indemnification for a director is mandatory and indemnification for an
officer, agent or employee is permissive. We will indemnify such individuals
against all
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reasonable costs incurred in an action or proceeding brought because such
individual is our director or officer. Such individual must have conducted
himself in good faith and reasonably believed that his conduct was in, or not
opposed to, our best interest. In a criminal action he must not have had a
reasonable cause to believe his conduct was unlawful.
We will not indemnify an individual adjudged liable to us or if he
improperly received personal benefit. Indemnification in a derivative action
is limited to reasonable expenses incurred in connection with the proceeding.
Also, we are authorized to purchase insurance on behalf of an individual for
liabilities incurred whether or not we would have the power or obligation to
indemnify him pursuant to our bylaws.
Our bylaws provide that individuals may receive advances for expenses if
the individual provides a written affirmation of his good faith belief that he
has met the appropriate standards of conduct and he will repay the advance if
he is judged not to have met the standard of conduct.
PART F/S
INDEX TO FINANCIAL STATEMENTS
WorldNet, Inc. of Nevada financial statements June 30, 2000, (unaudited)
and December 31, 1999 and 1998.
9
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Worldnet, Inc. of Nevada
Financial Statements
June 30, 2000 (unaudited)
and
December 31, 1999 and 1998
<PAGE> 10
C O N T E N T S
Independent Auditors' Report ......................................... 3
Balance Sheets ....................................................... 4
Statements of Operations ............................................. 5
Statements of Stockholders' Equity.................................... 6
Statements of Cash Flows ............................................. 8
Notes to the Financial Statements .................................... 9
<PAGE> 11
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
Office (801) 363-1175
Fax (801) 363-0615
__________________________________________________________________________
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Worldnet, Inc. of Nevada, Inc.
We have audited the accompanying balance sheets of Worldnet, Inc. of Nevada (a
development stage company) as of December 31, 1999 and 1998 and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1999 and 1998 and from inception March 12, 1986 through
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.
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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Worldnet, Inc. of Nevada (a
development stage company) as of December 31, 1999 and 1998 and the results
of its operations and cash flows for the years ended December 31, 1999 and
1998 and from inception March 12, 1986 through December 31, 1999 in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern. Management's plans in regard to these matters
are described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
April 13, 2000
<PAGE> 12
Worldnet, Inc. of Nevada
(A Development Stage Company)
Balance Sheets
ASSETS
------
June 30, December 31,
------------- ---------------------------
2000 1999 1998
------------- ------------- -------------
(Unaudited)
Cash (Note 1) $ - $ - $ -
------------- ------------- -------------
TOTAL ASSETS $ - $ - $ -
============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
---------------------------------------
CURRENT LIABILITIES
Accounts payable - related party
(Note 4) $ 32,000 32,000 -
------------- ------------- -------------
Total Liabilities 32,000 32,000 -
------------- ------------- -------------
STOCKHOLDERS' EQUITY
Common stock, $.001 par value;
25,000,000 shares authorized;
17,500,000 shares issued and
outstanding 17,500 17,500 17,500
Additional Paid in Capital 38,500 38,500 38,500
Deficit Accumulated during the
development stage (88,000) (88,000) (56,000)
------------- ------------- -------------
Total Stockholders' Equity (32,000) (32,000) -
------------- ------------- -------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ - $ -
============= ============= =============
The accompanying notes are an integral part of these financial statements
-4-
<PAGE> 13
Worldnet, Inc. of Nevada
(A Development Stage Company)
Statements of Operations
From
Inception on
For the Six For the Years Ended March 12
Months Ended December 31 1986
June 30, --------------------------- to June 30,
2000 1999 1998 2000
------------- ------------- ------------- -------------
(Unaudited) (Unaudited)
REVENUES $ - $ - $ - $ -
------------- ------------- ------------- -------------
EXPENSES
General &
Administrative - 32,000 - 88,000
------------- ------------- ------------- -------------
TOTAL EXPENSES - 32,000 - 88,000
------------- ------------- ------------- -------------
NET INCOME (LOSS) $ - $ (32,000) $ - $ (88,000)
============= ============= ============= =============
LOSS PER SHARE $ - $ (0.002) $ - $ (0.005)
============= ============= ============= =============
WEIGHTED AVERAGE
SHARES OUTSTANDING 17,500,000 17,500,000 17,500,000 17,321,430
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 14
Worldnet, Inc. of Nevada
(A Development Stage Company)
Statements of Stockholders' Equity
From Inception on March 12, 1986 through December 31, 1999
and June 30, 2000 (Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
------------- ------------- ------------- -------------
Issuance of shares for
marketing rights 17,000,000 $ 17,000 $ - $ -
Net (loss) for the year
ended December 31, 1986 - - - (17,000)
Net (loss) for the year
ended December 31, 1987 - - - -
Net (loss) for the year
ended December 31, 1988 - - - -
Net (loss) for the year
ended December 31, 1989 - - - -
Net (loss) for the year
ended December 31, 1990 - - - -
Issuance of shares for
mining claims 110,000 110 (110) -
Issuance of shares
for services 390,000 390 38,610 -
Net (loss) for the year
ended December 31, 1991 - - - (39,000)
Net (loss) for the year
ended December 31, 1992 - - - -
Net (loss) for the year
ended December 31, 1993 - - - -
------------- ------------- ------------- -------------
Balance -
December 31, 1993 17,500,000 17,500 38,500 (56,000)
Net (loss) for the year
ended December 31, 1994 - - - -
------------- ------------- ------------- -------------
Balance -
December 31, 1994 17,500,000 17,500 38,500 (56,000)
Net (loss) for the year
ended December 31, 1995 - - - -
------------- ------------- ------------- -------------
Balance -
December 31, 1995 17,500,000 17,500 38,500 (56,000)
Net (loss) for the year
ended December 31, 1996 - - - -
------------- ------------- ------------- -------------
Balance -
December 31, 1996 17,500,000 17,500 38,500 (56,000)
Net (loss) for the year
ended December 31, 1997 - - - -
------------- ------------- ------------- -------------
Balance -
December 31, 1997 17,500,000 17,500 38,500 (56,000)
Net (loss) for the year
ended December 31, 1998 - - - -
------------- ------------- ------------- -------------
Balance -
December 31, 1998 17,500,000 17,500 38,500 (56,000)
Net (loss) for the year
ended December 31, 1999 - - - (32,000)
------------- ------------- ------------- -------------
Balance -
December 31, 1999 17,500,000 17,500 38,500 (88,000)
Net (loss) for the six
months ended June 30,
2000 - - - -
------------- ------------- ------------- -------------
Balance - June 30, 2000
(Unaudited) 17,500,000 $ 17,500 $ 38,500 $ (88,000)
============= ============= ============= =============
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 15
Worldnet, Inc. of Nevada
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From
Inception on
For the six For the years ended March 12,
months ended December 31 1986 Through
June 30, --------------------------- June 30,
2000 1999 1998 2000
------------- ------------- ------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Cash Flows From Operating
Activities
Net loss $ - $ (32,000) $ - $ (88,000)
Less non-cash items:
Shares issued for services - - - 39,000
Depreciation & amortization - - - 17,000
Increase (decrease) in
accounts payable - 32,000 - 32,000
------------- ------------- ------------- -------------
Net Cash Provided (Used)
by Operating Activities - - - -
------------- ------------- ------------- -------------
Cash Flows from Investing
Activities
Net Cash Provided (Used)
by Investing Activities - - - -
------------- ------------- ------------- -------------
Cash Flows from Financing
Activities
Net Cash Provided (Used)
by Financing Activities - - - -
------------- ------------- ------------- -------------
Increase in Cash - - - -
------------- ------------- ------------- -------------
Cash and Cash Equivalents at
Beginning of Period - - - -
------------- ------------- ------------- -------------
Cash and Cash Equivalents at
End of Period $ - $ - $ - $ -
============= ============= ============= =============
Supplemental Non-Cash Financing
Transactions:
Stock issued for
marketing rights $ - $ - $ - $ 17,000
Stock issued for services $ - $ - $ - $ 39,000
Cash paid for:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
-7-
</TABLE>
<PAGE> 16
Worldnet, Inc. of Nevada
(A Development Stage Company)
Notes to Financial Statements
June 30, 2000 (Unaudited), December 31, 1999 and 1998
NOTE 1 - Summary Of Significant Accounting Policies
a. Organization & Consolidation Policy
Worldnet, Inc. of Nevada (the Company), a Nevada corporation, was
incorporated March 12, 1986 to lease, sell, and market airships and the
Burkett Mill, a waste milling device, which rights were acquired from VIP
Worldnet, Inc. initially the only shareholder. The technology to further
develop the airship and the mill by the parent company proved to be
prohibitive, and shortly after the acquisition of the marketing rights further
activity ceased. Worldnet, Inc. of Nevada has been inactive since that date.
b. Recognition of Revenue
The Company recognizes income and expense on the accrual basis of
accounting.
c. Earnings (Loss) Per Share
The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements.
d. Cash and Cash Equivalents
The company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes have been recorded due to net
operating loss carryforwards totaling approximately $88,000 that will be
offset against future taxable income. These NOL carryforwards began to expire
in the year 2001. No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.
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<PAGE> 17
Worldnet, Inc. of Nevada
(A Development Stage Company)
Notes to Financial Statements
June 30, 2000 (Unaudited), December 31, 1999 and 1998
NOTE 1 - Summary Of Significant Accounting Policies (continued)
Deferred tax asset and the valuation account is as follows at June
30, 2000, December 31, 1999 and 1998:
June 30, December 31,
2000 1999 1998
------------- ------------- -------------
Deferred tax asset: (Unaudited)
NOL carryforward $ 30,000 $ 30,000 $ 19,000
Valuation allowance (30,000) (30,000) (19,000)
------------- ------------- -------------
$ - $ - $ -
============= ============= =============
f. Use of estimates
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
disclosure of contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming
that the company will continue as a going concern. The company has no assets
and has had recurring operating losses for the past several years and is
dependent upon financing to continue operations. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.
NOTE 3 - Capitalization
In 1986, the Company issued 17,000,000 shares of common stock for the
marketing rights to an airship and a waste milling device. The value of this
issuance was $17,000.
During 1991, the Company issued 110,000 shares of stock for
unpatented mining claims. The project was soon thereafter abandoned and
claims were never given a value.
During 1991, the Company issued 390,000 shares of stock for services
valued at $39,000.
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<PAGE> 18
Worldnet, Inc. of Nevada
(A Development Stage Company)
Notes to Financial Statements
June 30, 2000 (Unaudited), December 31, 1999 and 1998
NOTE 4 - Related Party Transactions
During the year ended December 31, 1999, the Company incurred $32,000
of professional fees payable to professionals affiliated with Mutual Ventures
Corporation. An officer of the Company is an employee of Mutual Ventures
Corporation.
NOTE 5 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.
NOTE 6 - Unaudited Information
Worldnet, Inc. of Nevada (the Company) has elected to omit
substantially all footnotes to the financial statements for the six months
ended June 30, 2000. The information furnished herein was taken from the
books and records of the Company without audit. However, such information
reflects all adjustments which are, in the opinion of management, necessary to
reflect the results of the six months ended June 30, 2000. The information
presented is not necessarily indicative of the results from operations
expected for the full fiscal year.
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<PAGE> 19
PART III
ITEM 1: INDEX TO AND DESCRIPTION OF EXHIBITS
Exhibit
Number Description Location
------- ----------------------------------------- -----------
3.1 Articles of Incorporation, dated March 10, 1986 See attached
3.2 Bylaws of WorldNet See attached
27 Financial Data Schedule See attached
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, who is duly authorized.
7-11-00
Date_________________________ WorldNet, Inc. of Nevada
/s/ Don Mayer
By: _______________________________
Don Mayer, President
