YOURNET INC/, 10KSB, 2000-04-14

YOURNET INC/
10KSB, 2000-04-14
SURGICAL & MEDICAL INSTRUMENTS & APPARATUS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)

[ X ] Annual report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the fiscal year ended December 31, 1999

[ ] Transition report under Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from _________ to _________

Commission File No. 0-09489

YOURNET, INC.
(Name of Small Business Issuer in Its Charter)

NEVADA 88-0164955
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification Number)

1005-750 W. Pender Street
Vancouver, British Columbia, Canada V6C 2T8
(Address of Principal Executive Offices) (Zip Code)

(604) 681-6186
(Issuer's Telephone Number)
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 $0.001
(Title of Class)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports); and (2)
has been subject to such filing requirements for the past 90 days.

Yes [ X ] No

Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

Issuer's revenues for its most recent fiscal year totals $0.

The aggregate market value of voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of March 31,
2000 (See definition of affiliate in rule 12b-2 of the Exchange Act.),
totals 4,577,015.

The number of shares outstanding of each of the issuer's classes of common
equity, as of March 31, 2000, totals 20,455,903.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe
them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc. )
into which the document is incorporated: (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act").
The listed documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990).

None.

Transitional Small Business Disclosure Format (check one):

Yes [ ] No [ X ]

<PAGE>

TABLE OF CONTENTS

PART I

Item 1 Description of Business.

Item 2 Description of Property.

Item 3 Legal Proceedings.

Item 4 Submission of Matters to a Vote of Security Holders.

PART II

Item 5 Market for Common Equity and Related Stockholder Matters.

Item 6 Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Item 7 Financial Statements.

Item 8 Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.

PART III

Item 9 Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.

Item 10 Executive Compensation.

Item 11 Security Ownership of Certain Beneficial Owners and Management.

Item 12 Certain Relationships and Related Transactions.

Item 13 Exhibits and Reports on Form 8-K.

<PAGE>

INTRODUCTORY NOTE

This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties. Accordingly, to
the extent that this Annual Report contains forward-looking statements regarding
the financial condition, operating results, business prospects or any other
aspect of the Company, please be advised that the Company's actual financial
condition, operating results and business performance may differ materially from
that projected or estimated by the Company in forward-looking statements. The
differences may be caused by a variety of factors, including but not limited to
adverse economic conditions, intense competition, including intensification of
price competition and entry of new competitors and products, adverse federal,
state and local government regulation, inadequate capital, unexpected costs and
operating deficits, increases in general and administrative costs, lower sales
and revenues than forecast, loss of customers, customer returns of products sold
to them by the Company, disadvantageous currency exchange rates, termination of
contracts, loss of suppliers, technological obsolescence of the Company's
products, technical problems with the Company's products, price increases for
supplies and components, inability to raise prices, failure to obtain new
customers, litigation and administrative proceedings involving the Company, the
possible acquisition of new businesses that result in operating losses or that
do not perform as anticipated, resulting in unanticipated losses, the possible
fluctuation and volatility of the Company's operating results, financial
condition and stock price, losses incurred in litigating and settling cases,
dilution in the Company's ownership of its business, adverse publicity and news
coverage, inability to carry out marketing and sales plans, loss or retirement
of key executives, changes in interest rates, inflationary factors, and other
specific risks that may be alluded to in this Annual Report or in other reports
issued by the Company. In addition, the business and operations of the Company
are subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.

PART I

ITEM 1 - DESCRIPTION OF BUSINESS

BACKGROUND OF THE COMPANY

Yournet, Inc. (the "Company" or "Yournet") is a development stage company that
plans to provide and develop Internet services and infrastructure in the
emerging European Internet marketplace. The Company also intends to provide
help desk support and value-added services to Internet Service Providers in
Europe.

The Company was originally incorporated on March 11, 1980, as Associated Medical
Devices, Inc., under the laws of Nevada for the development and marketing of
various devices. Due to the non-payment of required fees and filing of required
reports, the Company forfeited its corporate charter during 1986 and was revived
in February 1995.

Pursuant to an Acquisition Agreement dated, July 1, 1999, and finally executed
on October 20, 1999, John F. Huguet ("Huguet") and Gold Crown Holdings Limited,
a British Virgin Islands corporation ("Gold Crown"), acquired 4,968,000
restricted shares of the Company's common stock, comprising approximately 85% of
the Company's issued and outstanding Shares, in exchange for 100% of the issued
and outstanding common stock of Euro American Business Group, Inc., a New York
corporation owned by Huguet and Gold Crown. Contemporaneously thereto, Huguet
and Gold Crown purchased 25,000 shares of Registrant's common stock from Glenn
A. Little, a director of the Company for $200,000. In anticipation of the
execution of the above agreement, on October 7, 1999, the directors of the
Company tendered their resignations as directors of the Company and appointed
new directors and officers.

<PAGE>
Prior to the Agreement, the Company was a development stage company with no
significant operations, seeking a new business plan. At the time of the
Agreement, Euro American Business Group, Inc., had conducted no business to
date, but had plans to become a provider of low cost internet access in Europe.
To better reflect the Company's new business plan, the Company changed its name
to Yournet, Inc. on October 20, 1999. The Company's common stock currently
trades on the Over-the-Counter Bulletin Board under the trading symbol "YOUR."

BUSINESS OF THE COMPANY

Under its new management, the Company's mission is to provide the European
Virtual Internet Service Provider ("VISP") market with fast, cost-effective and
efficient Internet access, while supplying Internet products and services,
e-commerce products and services, Internet content (both localized and
International) and customer support through the Company's strategic alliances,
partnerships and acquisitions.

Virtual Internet Services Providers are internet providers who lease the
facilities and infrastructure of other large ISPs, Telecommunications companies
("Telcos"), or infrastructure providers. The VISP role is then to market their
site, build content specific to their users' needs and provide their members
with all of the services typical of an ISP without having to provide the
platform on which their service runs.Typically this results from large
corporations and associations forming VISPs to provide their employees and
members with services specific to the organization. This market presents an
opportunity for the Company to gain numerous members and users without having to
provide user specific content.Initially, the Company plans to acquire UK-based
Internet Service Providers ("ISP"). These ISPs will provide the starting point
for the infrastructure that the Company requires. Through this infrastructure,
the Company will target the VISPs. Rather than handle specific individual
end-users, the Company intends to cater to these VISPs. The VISPs will have
direct contact with the customer, while the Company handles all of the
infrastructure and support requirements.

Also, as the marketplace changes its revenue models, and moves towards free
service, the Company will be well positioned based upon the additional services,
content, and e-commerce abilities it will provide to these VISPs. In essence,
the Company provides all back-end infrastructure and value-added content to the
VISPs, who will then offer these services to the end-user. At each step, the
Company will control revenue.

DEVELOPMENT AND STRATEGY OF THE COMPANY

THE VISP

Virtual Internet Service Providers ("VISPs") are extremely prevalent throughout
the UK. Everything the end user sees is provided by the VISP. The VISP acts
primarily as a marketing firm, catering to the customers demands for services
and content without actually owning or operating the infrastructure behind the
scenes. The VISPs responsibility is to maintain their site, in terms of content
and design, and attract more customers to the VISP.

Due to the nature of the Telecommunications industry in England, the VISPs gains
their revenues indirectly from the ISP/Infrastructure provider. Each dial-up
call made costs the customer a certain amount per minute, charged by the Telco.
The Telco, then pays the ISP a certain percentage (up to 65%) of the total
billed for that call. In turn, the ISP pays the VISP. It is this middle
position that the Company is targeting for its business model.

YOURNET, INC. - THE ISP

By providing the Dial-up service, servers, and routers, necessary for each
individual VISP to function, the Company plans to gain control of the operation.
The Company also gains an advantage of only having to market to VISPs and not
individual customers thereby putting less strain on the marketing arm of the
Company.

In order to be competitive within the marketplace, the Company is also aiming at
other revenue generating possibilities. The Company's management believes that
in the near future 100% free dial-up service will begin to dominate the UK
marketplace (and most of Europe). Therefore, the Company is positioning itself
to develop additional value-added products and service. However, there can be
no assurances that the Company will be successful in developing such services.

<PAGE>
One immediate addition will be the Company's vast customer service call center,
which will provide to each VISP customer the necessary Help Desk Support. This
ensures the best relationships possible for both our VISP clients and their
customers. This will, however be an 'invisible service' as the end-customer will
believe that they are talking with their VISP. This stands to be one of the
larger revenue-generating services, as help desk support calls will initially be
charged for, and later will be financially supported by the VISPs. This
strategy gives an incentive for the VISP to ensure the content on their site is
helpful and easy to understand for their users, which reduces the amount of help
desk billings to them and improves the quality of the service which in turn
should attract more users.

INDUSTRY OVERVIEW

Internet commerce is much bigger today than previous estimates. (Source for the
following industry data: University of Texas/Cisco Study and The Economist: 1999
World Figures.) The Internet commerce layer of revenue of $101.89 billion is
much larger than previously reported figures. This larger revenue estimate is
attributable to the comprehensive nature of the universe of companies identified
for this layer. For example, the universe of U.S. companies in this layer
consisted of close to 11,000 players, which is in sharp contrast to the top 50
or 100 companies often considered in Web-revenue measurement studies. In fact,
the data collected suggests that the top 80 players at the Internet commerce
layer contributed only a third of the layer's revenues.

The U.S. Internet economy grew at an estimated Cumulative Annual Growth Rate
("CAGR") of 174.5% from 1995 to 1998, compared to the overall worldwide average
economic growth rate (which includes the U.S. Internet Economy) of 3.8% in the
same period. While a direct comparison between worldwide Gross Domestic Product
("GDP") and the Internet Economy Revenue Indicators is unwarranted due to
differences in what the measures stand for, it is evident that the Internet
Economy is growing at an astounding rate.

A more convincing comparison underscoring the rapid growth in the Internet
economy involves a comparison with GDP growth in the U.S. economy. The U.S. GDP
grew at a CAGR of 2.8% from $6762 billion in 1995 to $7552 in 1998. Admittedly
much of this unparalleled initial growth in the Internet Economy could be
attributed to a large substitution effect whereby economic activities conducted
in the physical or non-Internet world are now being transferred to the Internet
and IP-based networks.

In just five years (since the introduction of the World Wide Web), the Internet
economy already rivals century-old sectors like energy ($223 billion),
automobiles ($350 billion), and telecommunications ($270 billion) in size. Also,
the average revenue per Internet economy worker is about $250,000, or about 65
percent higher than their Industrial Economy counterparts. For example, there
are 1.5 million workers in the manufacturing component of the auto industry
generating $240 billion - or $160,000 per employee.

With more than $300 billion in Internet-based revenues in 1998, the total value
of the U.S.-based Internet Economy is by itself one of the top 20 economies in
the world. With the caveat that total revenues are not directly comparable to
GDP, and for the sake of illustration, if the U.S.-based Internet economy (as
measured in terms of total revenues) were a nation by itself, it would rank 18th
worldwide behind Switzerland and ahead of Argentina in terms of GDP. If the U.S.
based Internet economy grows at its four-year average rate of 174.5%, it will
rapidly climb the ranking chart.

Revenues of the Internet infrastructure and applications layers totaled $171
billion, while the intermediary and Internet commerce layers contributed $160
billion. This shows the early development state of the Internet economy, and
suggests the need to foster rapid growth at the intermediary and commerce
layers. As economic activity in virtually every business sector shifts to the
Internet or IP based networks, the intermediary and commerce layers should
ultimately turn out to be much larger than the infrastructure and applications
layers. Of course, the infrastructure and applications layers are also likely to
experience dramatic growth as the Internet keeps expanding globally and as
companies commit themselves to building intranets and extranets. Given that
less than 10% of companies had an intranet in 1998, there is ample room for
sustained growth in the infrastructure and applications layers.

The market value of U.S. companies with substantial Internet revenue exceeds $3
trillion. Of the 3,000 companies measured, the 20 of the largest companies with
significant Internet-based revenues alone have a combined market value of $2.4
trillion. When added to the other companies, this number exceeds $3 trillion.
The Internet has played a key role in raising market values as investors flock
to companies that are leveraging the Internet for business opportunities.

<PAGE>

Global Statistics and Market Overview

The European Union EU/ Western Europe

At the official level the EU is fully supporting a liberalized
telecommunications policy for EU member states. Decision-makers in both private
and public sectors are working to ensure that they are prepared to compete in
the emerging global and increasingly digital economy.

The European private sectors support for the "Internet" and its many uses is
evidenced by their commitment to spending better than twice as much per website
than what is to be spent in North America. Europeans will average $77,000
investment per site while North America reported an average investment of
$33,500. This development is a positive indication of a rapid expansion in
content and European e-commerce activities.

Europe has nearly half as many online users as North America, and although late
to start, there is strong growth in online populations and content generally.
It is expected that European e-commerce will surge in 2000, when global consumer
e-payments and anti-fraud systems strengthen, and current non-US website
investments in e-commerce enabling take hold. (ActivMedia)

Western Europe Online

Internet users in Germany are far more likely to use on-line home banking than
users in Britain or France, according to the findings of the NOP Research Group
in March 1998. Five times as many Internet users in Germany said they had banked
via the Internet during the previous 12 months than in Britain. One in five
users in Germany said they had used the Internet to search for financial
information over the same period.
There are also significant differences in where people use the Internet. French
adults are most likely to use the Internet at home while usage of the Internet
in schools and universities is highest in Britain.

The NOP findings indicate that, as a proportion of the total adult population,
the percentage of people who have used the web in the past four weeks is highest
in Britain and Germany. The figure for Britain is 9 percent (4.31 million
people) and for Germany also 9 per cent (6.1 million people). France currently
has the smallest proportion of Internet users with relation to its total adult
population - 6 per cent (2.87 million people).
Internet usage has affected the length of time people spend on other activities.
For example, around one in five Internet users in Britain, France and Germany
are spending less time watching TV as a result of using the Internet.

There are wide differences between the levels of satisfaction with the Internet
from country to country. Twice as many French respondents said that, overall,
they were 'dissatisfied' with the Internet than in Britain and Germany. This is
likely to be explained by the fact that users in France are unable to see a
significant advantage in having access to the Internet over Minitel (Minitel is
a proprietary text-based, on-line service provided by France Telecom. Users can
access around 25,000 services via their telephone lines).

Germany

In March 1999, Nua Internet Surveys reported that there were 8.4 million people
with Internet access in Germany. This figure represents 10 percent of the total
population. The majority of German users, 54 percent, are between the ages of 20
and 39. The new figure marks an increase of over one million since October
1998, it was estimated that 7.3 million Germans had Internet access.

AOL Germany cut its online fees in September to about EUR 10 per month and its
telecommunication charges to about ECU 0.015 per minute. The cut in
telecommunication charges became feasible after Deutsche Telekom AG, owner of
AOL's biggest rival, T-Online, created a new price structure for bigger ISPs.
Following the introduction of the new price structure, AOL Germany is to
restructure its organization. The headquarters of AOL and Compuserve in Germany
will merge to reduce overheads and increase efficiency.

<PAGE>
The major credit companies, represented by their associations in the German
Credit Committee (ZKA), have reached a decision to introduce a common
payment-standard in the German section of the Internet. The electronic cash
card, a chip-based cash card, will be used to make electronic transactions more
straightforward. Germans already use about 50 million cash and credit cards.
This will be the foundation for further expansion into the field of Web
transactions. According to the ZKA, several hardware companies are trying to
enter the market with a cash-module for the PC.

The German government has initiated new legislation to govern e-commerce,
covering online sales contracts, consumers' rights, and disclosure policies.
The proposed legislation will address the issue of the online sales contract,
increasing the onus on businesses and merchants to provide comprehensive product
information to consumers purchasing at their site. The legislation will also
provide increased protection for consumers wishing to cancel or withdraw
from a purchase.

o If passed, the legislation will replace the EU Directive on Distance
Sales, which to date has covered mail order, telephone, fax, email, Internet and
video text sales in Germany. The issue of unsolicited advertising, goods, and
credit-card indemnification will also be addressed.

COMPETITION

Although most Internet access is free of charge in Europe, the Company will
derive revenues for telecommunication time and consulting fees. The Company
recognizes there is untapped potential for continued growth within the ISP
Markets of the United Kingdom.

The Company's two largest potential competitors in the UK marketplace (which is
the initial launching point of the Company) are FreeServe and AOL. Between
these two companies over 50% of UK users are members. (Source: Company Reports,
ITU, Deustche Bank Estimates.)

According to the Dow Jones International News Service, a number of companies in
the UK are introducing 'free-ish' services (Freeserve). These services only
make users pay local calling rates. Others are now offering free dial-up and no
local calling charges. Instead, companies like AOL charge subscription fees.
More recently, companies have begun to provide free dial-up, no subscription
fees, and no local calling rates. These companies will begin to increase their
market share, and pose the largest threat to the Company. One of the most
rapidly growing companies is CallNet who is attracting customers are a large
rate. However, the costs associated with such a model do not make it a viable
strategy for the Company.

The Company plans on competing with these competitors through its unique
'packages of services/products'. By providing free basic access and charging
subscription fees for a vast array of add-on products the Company will try to
generate the interest of Free access as well as develop a viable revenue stream.
The business model of the Company will derive its revenues from many venues
including: e-commerce, ISP charges, internet content agreements, licensing
agreements with telecommunication companies and ISP's and a wide variety of
International Internet electronic Commerce. However, there can be no assurances
that the Company will be able to compete successfully against its competitors.
Failure to compete successfully could have a materially adverse effect upon the
Company's future results of operations and financial conditions.

DEPENDENCE ON KEY CUSTOMERS

The Company is currently not dependent on any single customer for a significant
portion of its annual sales. The Company believe its customer base will change
on a continuous basis as new customers are added or old customers removed.

MAJOR SUPPLIERS

The Company is currently not dependent on any major suppliers.

Regulation

The Company is not currently subject to any State or Federal regulation with
respect to its Internet related services. However, there can be no assurances
that the Company will not be subject to such regulations in the future.
Additionally, the Company is not aware of any pending legislation that would
have a material adverse affect on the Company's operations.

<PAGE>

At present, the United Kingdom has no comprehensive regulatory regime applicable
to the internet industry and there are few specifically applicable requirements.
Internet service providers are required to register with the Data Protection
Registry. Under recently enacted legislation, those providing data encryption
services are subject to regulation. Otherwise, the internet industry is subject
to the company law and generally applicable statutes and regulations governing
commercial activities conducted in the United Kingdom. The Company intends to
fully comply with all laws and regulations, and the constraints of international
restrictions that could impact the success of the Company. There can be no
assurances that the Company will not be subject to other international
regulations in the future.

PATENTS, TRADEMARKS, LICENSES

The Company does not depend upon any patents or trademarks to conduct its
business; nor does the Company hold any such patents or trademarks.

COST OF COMPLIANCE WITH ENVIRONMENTAL REGULATIONS

The Company currently has no costs associated with compliance with environmental
regulations. However, there can be no assurances that the Company will not
incur such costs in the future.

NUMBER OF EMPLOYEES

As of December 31, 1999, the Company employed two people on a full time basis,
namely its President, John Huguet, and its Secretary, Randy Doten.

ITEM 2. DESCRIPTION OF PROPERTY

As of December 31, 1999, the Company had no properties. Through an oral
agreement with the Company's President, John Huguet, the Company's operations
are located at 1005-750 W. Pender Street, Vancouver, British Columbia, Canada,
V6C 2T8 2600. There is no rental charge to the Company for office space. There
are no other preliminary agreements with respect to future offices or
facilities.

ITEM 3. LEGAL PROCEEDINGS

The Company may from time to time be involved in various claims, lawsuits,
disputes with third parties, actions involving allegations of discrimination, or
breach of contract actions incidental to the operation of its business. The
Company is not currently involved in any such litigation which it believes could
have a materially adverse effect on its financial condition or results of
operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of the year ended December 31, 1999.

<PAGE>
PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS

MARKET INFORMATION

The following table sets forth the high and low bid prices for shares of the
Company Common Stock for the periods noted, as reported by the National Daily
Quotation Service and the Over-the-Counter Bulletin Board. Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions. On March 5, 1998, the Company's Common Stock
began listing on the Over-the-Counter Bulletin Board under the trading symbol
"ASSM." To reflect the Company's new business plan and name change to Yournet,
Inc., the Company changed its trading symbol to "YOUR," on November 10, 1999.

CALENDAR BID PRICES
YEAR PERIOD HIGH LOW
- --------------------------------------------------------------
1998 First Quarter .01 .01
Second Quarter .01 .01
Third Quarter .025 .005
Fourth Quarter .005 .005

1999 First Quarter .01 .002
Second Quarter .03 .002
Third Quarter 5.00 .02
Fourth Quarter 4.00 1.50

NUMBER OF SHAREHOLDERS

The number of beneficial holders of record of the Common Stock of the Company as
of the close of business on December 31, 1999 was approximately 2,535.

DIVIDEND POLICY

To date, the Company has declared no cash dividends on its Common Stock, and
does not expect to pay cash dividends in the next term. The Company intends to
retain future earnings, if any, to provide funds for operation of its business.

CHANGES IN SECURITIES

Effective April 21, 1999, as approved at the Company's Annual Meeting of
Shareholders on March 1,1999, the Company executed a one-for-five (1-for-5)
reverse stock split of the Company's common stock. As a result, the number of
shares issued and outstanding of the Company's common stock was reduced to
8,824,763.

On June 28, 1999, a majority of shareholders approved a one-for-five hundred
(1-for-500) reverse stock split, effective July 12, 1999, thereby decreasing the
number of issued and outstanding shares of common stock to 44,031.

On September 7, 1999, the Company filed a Form S-8 Registration under the
Securities Act of 1933 with the United States Securities and Exchange Commission
to register 389,500 shares of stock issued pursuant to the Dominick Pope
Consulting Agreement and the Steven L. Siskind, Esq. Legal Consulting Agreement.
These shares were valued at an aggregate of $194,675 which approximates the
"fair value" of the services rendered to the Company and of the stock itself.

On November 8, 1999, the Board of Directors authorized a
three-and-a-half-for-one (3.5- for-1) forward stock split, thereby increasing
the number of issued and outstanding shares of common stock to 20,455,903.

<PAGE>
RECENT SALES OF UNREGISTERED SECURITIES

All sales of unregistered securities occurring during the year ended December
31, 1999 in private transactions have been previously reported in a Form 10-QSB.
The following sales of unregistered securities have occurred since January 1,
2000:

Pursuant to two Agreements for Purchase and Sale of Stock entered into and
effective as of January 10, 2000, with a closing held on January 14, 2000,
Oxford Capital Corp., a Cayman Islands corporation ("Oxford") acquired from Gold
Crown Holdings Ltd., a British Virgin Islands corporation ("Goldcrown") a total
of 11,302,200 shares (the "Shares") of the Company's common stock, comprising
approximately 59.6% of the issued and outstanding common stock of the Company.
In consideration for the shares, Oxford paid a purchase price of $750,000,
payable $250,000 on or before January 10, 2000, $125,000 on or before February
15, 2000, $125,000 on or before March 15, 2000, $125,000 on or before April 15,
2000 and $125,000 on or before May 15, 2000. The transaction was effectuated in
accordance with Section 4(2) under the Securities Act of 1933, as amended.

Oxford also acquired from Bodet Ltd., a British Virgin Islands corporation, a
total of 325,000 options to purchase shares of the Company's common stock at
$.25 per share, 160,000 options to purchase shares of the Company's common stock
of the Registrant at $.375 per share and 160,000 options to purchase shares of
the Company's common stock at $.50 per share. The purchase price for these
options was $1.00. The options sold were part of a private transaction and were
not options issued by the Company. If Oxford were to exercise all of these
options, they would beneficially own approximately 61.0% of the issued and
outstanding common stock. The transaction was effectuated in accordance with
Section 4(2) under the Securities Act of 1933, as amended.

<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion contains certain forward-looking statements that are
subject to business and economic risks and uncertainties, and the Company's
actual results could differ materially from those forward-looking statements.
The following discussion regarding the financial statements of the Company
should be read in conjunction with the financial statements and notes thereto.

GENERAL OVERVIEW

The Company's prior full fiscal year ending December 31, 1999 is not indicative
of the Company's current business plan and operations. During the periods
ending December 31, 1997, December 31, 1998, and December 31, 1999, the Company
was inactive and had no revenues. After the Company's acquisition by Oxford
Capital Corporation, as previously discussed, the Company's current business
plan was implemented. Therefore, this Management's Discussion and Analysis will
discuss the Company's plans for the development and implementation of its
proposed Internet business under the heading, Plan of Operations. For
information concerning the Company's prior full fiscal years, the Company refers
the reader to the financial statements provided under Part F/S, contained
herein.

PLAN OF OPERATIONS FOR THE COMPANY

The Company is in the development phase of its business plan. Under its new
management, the Company's mission is to provide the European Virtual Internet
Service Provider ("VISP") market with the fastest, most cost-effective and most
efficient Internet access, while supplying Internet and e-commerce products and
services, as well as customer support services. Presently the company is
seeking acquisition targets in the UK and Europe. These targets will be
integral to the implementation of the plan. The Company projects that these
targets will form the base from which the Company will operate.

The Company has been screening targets for a number of months and is nearing the
selection phase. In order to be prepared for closing on acquisitions the
Company is also in negotiations with a number of financial institutions to raise
financing. The Company is seeking a first round of financing that will enable
it to acquire, develop, and market the chosen targets as well as implement a
UK-wide and Europe-wide marketing campaign and roll-out. The Company has
targeted USD $10 million as it's initial financing target. There can be no
assurances that the Company will be successful in reaching its target. Failure
to meet such financing requirements may have a materially adverse effect on the
Company's operations and financial condition.

The Company projects that its initial targets will be UK based. Once the
targets have been integrated, the management of the Company will actively pursue
other targets throughout Europe. The Company hopes to have by the end of 2000
ISP services accessible across Europe. In the pursuit of this growth, the
Company foresees its operating expenses increasing dramatically. Some of the
financing will be used to cover these increases in expenses.

The Company is seeking alliances and strategic partners to allow it to provide
value added services to their customers. One of the primary areas of focus will
be telephony technology with the ultimate goal of providing free long distance
calls throughout the EU (as well as local calls where applicable). By combining
ISP services with Long Distance services the Company feels that it will be able
to successfully implement a EU-wide marketing campaign. The Company is
currently in negotiations with a number of telephony providers to gain exclusive
European distribution rights. However, there can be no assurances that the
Company will be successful in its negotiations.

The Company plans to launch a marketing campaign in the UK, Spain and France by
the end of August. Part of the campaign will be the launching of the Company's
new web-site providing local, regional and international news, financial
information and social events. The campaign will also mark the launch our
telephony technology. Failure of the Company's marketing campaign in the future
may have materially adverse effects on the Company's operations.

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1999 the Company had no revenue and owned no assets. The
Company incurred a net loss of $393,112 during the year ended December 31, 1999
and $1,751 during the year ended December 31, 1998. The Company's current
liabilities exceeded its current assets by $30, 438 and the Company has a $30,
438 deficiency in retained earnings as of December 31, 1999. Failure of the
Company to secure requisite financing when needed and on favorable terms in the
future may have a material adverse effect of the Company's results of
operations.

The company's independent certified public accountants have stated in their
report included in this Form 10-KSB, that the Company has incurred operating
loss losses in the last two years, and that the Company is dependent upon
management's ability to develop profitable operations. These factors among
others, may raise substantial doubt about the Company's ability to continue as a
going concern.

ITEM 7. FINANCIAL STATEMENTS

The consolidated financial statements and supplementary financial information
which are required to be filed under this item are presented under "Item 13.
Exhibits, Financial Statement Schedules and Reports on Form 10-KSB" in this
document, and are incorporated herein by reference.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

S.W. Hatfield, CPA, has resigned as the independent auditors of the Company as
at December 10, 1999. The auditors' reports on the Company's financial
statements in the past two fiscal years did not contain an adverse opinion or
a disclaimer of opinion nor were such reports qualified or modified as to
uncertainty, audit scope or accounting principles.

There has been no disagreement between the Company and S.W. Hatfield, CPA on
matters of accounting principles or practices, financial statement disclosure or
auditing scope or procedure.

The directors of the Company accepted the resignation of S.W. Hatfield CPA as
the independent auditors of the Company on December 10, 1999. As of the March
2, 2000 the firm of Stefanou & Company, LLP was engaged as the independent
accountant for the Company.

<PAGE>
PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The following table sets forth the names and ages of the current directors and
executive officers of the Company, the principal offices and positions with the
Company held by each person and the date such person became a director or
executive officer of the Company. The executive officers of the Company are
elected annually by the Board of Directors. The directors serve one year terms
until their successors are elected. The executive officers serve terms of one
year or until their death, resignation or removal by the Board of Directors.
There are no family relationships between any of the directors and executive
officers. In addition, there was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was selected
as an executive officer.

The directors and executive officers of the Company are as follows:

Name Age Position(s)
- --------------------------------------------------------------------------------
John Huguet 55 President, Chief Executive Officer, and Director

Randy Doten 35 Secretary and Director

Heather Nobles 25 Director

JOHN HUGUET Mr. Huguet is currently the Company's President, Chief Executive
Officer, and Director. John Huguet is a senior executive with extensive
construction management and resource development experience. Since October
1963, Mr. Huguet has served various management positions and has had 33 years of
success within the Atkinson group of companies, most recently as President and
Managing Director of Atkinson Holdings and Commonwealth Construction
encompassing over 7000 employees worldwide. Much of John's career has focused
on the development and execution of major international projects incorporating
unique and innovative partnership formations, financing arrangements and equity
structures.

His broad business experience includes all forms of resource development
companies, plus technology applications for the environment, manufacturing and
knowledge based industries. He has hands- on executive experience in Peru,
Chile, Venezuela, Argentina, Thailand, Philippines, Singapore, Mexico, Canada
and the United States. John is the former President and Managing Director of
Commonwealth Asia-Pacific Constructors, Commonwealth Del Peru, and former
Chairman of Pacific Geo-Power. He is currently President & CEO of Andean
American Mining Corp.

John is active in many industry and community organizations. He has been
honored and is President of the Canadian Peruvian Business Council and Trustee
of the SMABC and CMAC Pension Funds. He has been a member of the Business
Council on National Issues, the Construction Industry Development Council,
Executive Director of SMABC and CMA Councils, and former Division Chairman of
the Children's Miracle Telethon Network. John is a Fellow of the Certified
Management Accountants and is a graduate of the Executive Development Program,
University of Western Ontario (1988).

RANDY DOTEN Mr. Doten currently serves as the Company's Secretary and Director.
Mr. Doten has over nine years experience in online development, strategy and
marketing. In addition to developing online presence for two top U.S.
corporations, he has successfully implemented online production campaigns for
talk shows and game shows, including The Sinbad Show, The Howie Mandell Show,
The Roseanne Show, Judge Judy, Hollywood Squares and Wheel of Fortune. Mr.
Doten has also instructed at respected computer technical schools, and has
implemented and managed Local and Wide Area Networks in both Windows NT and Unix
environments. He is fluent in several programming languages, including those
vital to online development and production. Mr. Doten is currently pursing his
Graduate Studies at the University of Phoenix of Southern California, expected
date of completion is June of 2000. His expertise in targeting the online
community is expected to be a major asset to the Company.

<PAGE>
HEATHER NOBLES Ms. Nobles is currently a Director of the Company. Ms. Nobles
has developed an array of experiences suited for technological start-ups and
corporations. Ms. Nobles has been working for Talk Stock With Me, Inc. since
1998 (now Efinancial Depot.com Inc.). Prior to working at Talk Stock With Me,
Inc., Ms. Nobles was active in the security sector where she was responsible for
Customer Service and Security Monitoring with Protection One Alarm Company. She
joined Protection One in 1994 and remained there until she joined Talk Stock.
Her experiences in the security and customer relations field is a great addition
to the direction the company has now embarked. Ms. Nobles has always been a
dependable and flexible manager, whose vision and input have been instrumental
in the success of Talk Stock. She is presently very active in the daily
operations of Efinancial Depot.com and the Company is honored to have her active
on the Board.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of Common Stock and
other equity securities of the Company. Officers, directors and greater than
ten percent shareholders are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. To the Company's knowledge,
the Company is unaware of any reports that have been filed in compliance with
Section 16(a) for the year ended December 31, 1999.

ITEM 10. EXECUTIVE COMPENSATION

The Company's management is not currently compensated for services provided to
the Company, and no compensation has been accrued and none is expected to be
accrued in the future.

COMPENSATION OF DIRECTORS

For the fiscal year ended December 31, 1999, Directors of the Company received
no compensation.

<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2000, certain information with
respect to the Company's equity securities owned of record or beneficially by
(i) each Officer and Director of the Company; (ii) each person who owns
beneficially more than 5% of each class of the Company's outstanding equity
securities; and (iii) all Directors and Executive Officers as a group.

Name and Address of Common Stock Percent of
Title of Class Beneficial Owner Outstanding Outstanding
- ----------------------- ------------------------- ------------- ------------
Oxford Capital Corp. (2)
1013 17th Ave SW
Calgary, Alberta
Common Stock Canada T2T 0A7 11,302,200 55.25%

Gold Crown Holdings Ltd. (3)
c/o The Law Offices of
John K. Pierson
12424 Wilshire Blvd,
Ste. 1120
Common Stock Los Angeles, CA 90025-1043 5,970,800 29.20%

John Huguet
1005-750 Pender Street
Vancouver, British Columbia
Common Stock Canada V6C 2T8 0 0.00%

Randy Doten
620 North Howard Avenue
Common Stock Montebello, California 90640 0 0.00%

Heather Nobles
600 East 97th Street
Common Stock Inglewood, California 90301 0 0.00%

All Directors and
Officers as a Group (3
Persons) 0 0.00%
============ =============

____________________

(1) Shares are beneficially owned and sole voting and investment power is held
by the stockholder member.
(2) Does not include 325,000 options to purchase common stock at $.25 per
share, 160,000 options to purchase common stock at $.375 per share, and 160,000
options to purchase common stock at $.50 per share.

(3) Gold Crown Holdings Ltd. has granted John Huguet a revocable proxy with the
power to vote on behalf of its shares of the Company. However, Mr. Huguet
disclaims any beneficial ownership in the shares acquired by Gold Crown
Holdings, Ltd. Mr. Huguet is a business associate of Gold Crown Holdings, Ltd.
Mr. Huguet is also the President, Chief Executive Officer, and President of the
Company.

The Company believes that the beneficial owners of securities listed above,
based on information furnished by such owners, have sole investment and voting
power with respect to such shares, subject to community property laws where
applicable. Beneficial ownership is determined in accordance with the rules of
the Commission and generally includes voting or investment power with respect to
securities. Shares of stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for purposes
of computing the percentage of the person holding such options or warrants, but
are not deemed outstanding for purposes of computing the percentage of any other
person.

<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to an agreement dated as of July 1, 1999, and finally executed on
October 20, 1999, John F. Huguet ("Huguet") and Gold Crown Holdings Limited, a
British Virgin Islandscorporation ("Gold Crown") acquired 4,968,000 restricted
shares of the Company's common stock, comprising approximately 85% of the
Company's issued and outstanding Shares, in exchange for 100% of the issued and
outstanding common stock of Euro American Business Group, Inc., a New York
corporation owned by Huguet and Gold Crown. Contemporaneously thereto, Huguet
and Gold Crown purchased 25,000 shares of the Company's common stock from Glenn
A. Little, a director of the Company, for $200,000. In anticipation of the
execution of the above agreement, on October 7, 1999, the directors of the
Company tendered their resignations as directors of the Company and appointed
new directors and officers.

Pursuant to two Agreements for Purchase and Sale of Stock entered into and
effective as of January 10, 2000, with a closing held on January 14, 2000,
Oxford Capital Corp., a Cayman Islands corporation ("Oxford") acquired from
Goldcrown Holdings Ltd., a total of 11,302,200 shares (the "Shares") of the
Company's common stock, comprising approximately 59.6% of the Company's issued
and outstanding common stock. In consideration for the shares, Oxford paid a
purchase price of $750,000, payable $250,000 on or before January 10, 2000,
$125,000 on or before February 15, 2000, $125,000 on or before March 15, 2000,
$125,000 on or before April 15, 2000 and $125,000 on or before May 15, 2000.

Oxford also acquired from Bodet Ltd., a British Virgin Islands Corporation a
total of 325,000 options to purchase shares of common stock of the Registrant at
$.25 per share, 160,000 options to purchase shares of common stock of the
Registrant at $.375 per share and 160,000 options to purchase shares of common
stock of the Registrant at $.50 per share. The purchase price for these options
was $1.00. No changes in the officers or directors of the Registrant has been
made as a result of the acquisition of shares by Oxford. If Oxford were to
exercise all of these options, they would beneficially own approximately 61.0%
of the Company's issued and outstanding common stock.

<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) INDEX TO EXHIBITS

The Company undertakes to furnish to any shareholder so requesting a copy of any
of the following exhibits upon payment to the Company of the reasonable costs
incurred by the Company in furnishing any such exhibit.

EXHIBIT NO. DESCRIPTION

*(2.1) Agreement for Purchase and Sale of Stock between Goldcrown
Holdings Ltd. and Oxford Capital Group dated as of
January 10, 2000.

*(2.2) Agreement for Purchase and Sale of Stock between Bodet Ltd.
and Oxford Capital Group dated as of January 10, 2000.

2.3 Acquisition Agreement between Associated Medical Devices,
Inc. and Euro American Business Group, Inc.

*(3.1) Articles of Incorporation

3.2 Certificate of Amendment of Articles of Incorporation,
filed with the Nevada Secretary of State on October 20,
1999.

*(3.3) Bylaws of the Company

*(16) Letter re. Change in Certifying Accountant

21 List of Subsidiaries of the Company

23 Consent of Certifying Accountant

27 Financial data schedule
- ------------------------------
* Previously filed

<PAGE>

(B) REPORTS ON FORM 8-K

On November 4, 1999, the Company filed a Current Report on Form 8-K dated
November 8, 1999 reporting under Item 1, a change in the control of the Company
pursuant to an agreement dated as of July 1, 1999, and finally executed on
October 20, 1999, whereby John F. Huguet and Gold Crown Holdings Limited
acquired 4,968,000 restricted shares of the Company's common stock comprising
85% of the Company's issued and outstanding shares, in exchange for 100% of the
issued and outstanding common stock of Euro American Business Group. Under Item
5, the Company reported a forward split of the Company's outstanding shares of
common stock on a one share for 3.5 share basis to be effective October 28,
1999.

On November 8, 1999, the Company filed a Current Report on Form 8-K dated
November 8, 1999 reporting under Item 5, an amendment to its Certificate of
Incorporation changing its name to Yournet, Inc.

On December 29, 1999, the Company filed a Current Report on Form 8-K dated
December 29, 1999 reporting under Item 4, a change in its certfying accountants
whereby S.W. Hatfield, CPA, resigned as the independent auditors of the Company
as of December 10, 1999.

On March 10, 2000, the Company filed a Current Report on Form 8-K dated March
10, 2000, reporting under Item 4, a change in its certifying accountants whereby
Stefanou & Company, LLP was engaged as its certifying accountant.

On March 28, 2000, the Company filed a Current Report on Form 8-K dated March 2
8, 2000 reporting under Item 1, a change in the control of the Company pursuant
to two agreements for Purchase and Sale of Stock entered into and effective as
of January 10, 2000, with a closing held on January 14, 2000, whereby Oxford
Capital Corp., acquired from Goldcrown Holdings Ltd., a total of 11,302,200
shares of the Company's common stock, comprising approximately 59.6% of the
issued and outstanding common stock of the Company.

<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated: April 14, 2000

YOURNET, INC.
- --------------
(Registrant)

By: /s/ JOHN HUGUET
------------
JOHN HUGUET

President

Pursuant to requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated:

Signature Capacity Date
- -----------------------------------------------------------

/s/ JOHN HUGUET Director April 14, 2000
- -----------------
JOHN HUGUET

/s/ RANDY DOTEN Director April 14, 2000
- -----------------
RANDY DOTEN

/s/ HEATHER NOBLES Director April 14, 2000
- --------------------
HEATHER NOBLES

<PAGE>

YOURNET, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1999 AND 1998

ASSETS

<S> <C> <C>
1999 1998
------------ ------------

Current Assets:

$ 0 $ 0
------------ ------------

$ 0 $ 0
============ ============

LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY

Current liabilities:

Accounts Payable $ 30,438 $ 5,999
------------ ------------

Total Current Liabilities $ 30,438 $ 5,999

Deficiency in Stockholders' equity (Note B):

Common stock, par value, $.0001 per share; authorized,
50,000,000 shares; 20,455,903 shares issued at
December 31, 1999; 17,649 shares issued at December 31,
1998 (restated) 20,456 18
Additional paid in capital 3,100,705 2,752,470
Deficiency in retained earnings (3,151,599) (2,758,487)
Deficiency in stockholders' equity (30,438) (5,999)
------------ ------------
$ 0 $ 0
============ ============

</TABLE>
See accompanying notes to financial statements
<PAGE>

YOURNET, INC.
CONSOLIDATED STATEMENTS OF LOSSES
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

Cost and expenses: 1999 1998

General & Administrative Fees $ 393,112 $ 1,751
----------- ---------

Total operating expenses 393,112 1,751
Loss from operations (393,112) (1,751)
Income (taxes) benefit - -
----------- ---------
Net loss (393,112) (1,751)

Loss per common share (basic and assuming dilution) $ ( 0.12) $( 0.10)
=========== =========
Weighted average common shares outstanding, restated
(Note D) 3,249,730 17,649

</TABLE>

See accompanying notes to financial statements

<PAGE>

YOURNET, INC.
CONSOLIDATED STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

Common Stock Additional Accumulated
---------
Shares Amount Paid-in-Capital Deficit Total
------------ --------- ----------------- ------------- ----------

Balance at December 31, 1997 44,093,967 $ 44,094 $ 2,708,394 $ (2,756,736) $ (4,248)
Effect of reverse stock splits
(Note D) (44,076,318) (44,076) 44,076
Net loss - - - (1,751) (1,751)
------------ --------- ----------------- ------------- ----------

Balance at December 31, 1998,
restated (Note D) 17,649 18 2,752,470 (2,758,487) (5,999)

Common stock issued in exchange
for services 500,664 500 208,419 - 208,919
Common stock issued in exchange
for license 357,143 358 10,356 - 10,714
Common shares issued in
connection with acquisition of Euro
American Business Group, Inc.
(Note B) 4,968,000 4,968 144,072 - 149,040

Common stock split (Note D) 14,612,447 14,612 (14,612) -
Net Loss - - - (393,112) (393,112)
------------ --------- ----------------- ------------- ----------

Balance at December 31, 1999 20,455,903 $ 20,456 $ 3,100,705 $ (3,151,599) $ (30,438)
============ ========= ================= ============= ==========

</TABLE>

See accompanying notes to financial statements
<PAGE>

YOURNET, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998

1999 1998
Cash flows from operating activities:
Net loss $(393,112) $(1,751)
Adjustments to reconcile net loss to net cash provided by operating activities:
Write down in value of asset 149,040 -
Common stock issued in exchange for license 10,714
Common stock issued in exchange for services rendered 208,919 -
Changes in assets and liabilities:
Increase (decrease) in accounts payable 24,439 751
---------- --------
Net cash provided by operating activities 0 (1,000)

Cash flows from investing activities:
- -
---------- --------
- -
Cash flows from Financing activities:
Advances from shareholder - 1,000
---------- --------
Net cash provided by financing activities - 1,000

Net increase (decrease) in cash - -
Cash - beginning of period - -
---------- --------
Cash - end of period $ - $ -
========== ========

Supplemental Disclosures:

Interest paid for the year - -
Income taxes paid for the year - -
Issuance of common stock in exchange for license 10,714
Issuance of common stock in exchange for services 208,919 -
Acquisition:
Assets acquired - -
Accumulated deficit - -
Liabilities assumed - -
Common stock issued 149,040 -
Net cash paid for acquisition - -

</TABLE>
See accompanying notes to financial statements

<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FINANCIAL STATEMENTS

DECEMBER 31, 1999 AND 1998

FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

YOURNET, INC.

<PAGE>
YOURNET, INC.

INDEX TO FINANCIAL STATEMENTS

PAGE

Report of Independent Certified Public Accountants . . . . . . .. F-3

Financial Statements

Consolidated Balance Sheet at
December 31, 1999 and 1998 . . . . . . . . . . . . . . . . . F-4

Consolidated Statements of Losses for
the two years ended December 31, 1999 and 1998 . . . . . F-5

Consolidated Statements of Deficiency
in Stockholders' Equity for the two years
ended December 31, 1999 and 1998 . . . . . . . . . . . . . F-6

Consolidated Statements of Cash Flows
for the two years ended December 31, 1999
and 1998 . . . . . . . . .. . . . . . . . . . . . . . . . . . F-7

Notes to Consolidated Financial Statements F-8 to F-12

<PAGE>
STEFANOU & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
1360 Beverly Road, Suite 305
McLean, Virginia 22101-3621
703-448-9200
703-448-3515 (fax)
[email protected]
Philadelphia, PA
----------------

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------

Board of Directors
Yournet, Inc. (Formerly Associated Medical Devises, Inc.)
Vancouver, British Columbia

We have audited the consolidated balance sheet of Yournet, Inc. (formerly
Associated Medical Devises, Inc.) as of December 31, 1999 and the related
consolidated statements of loss, deficiency in stockholders' equity, and cash
flows for the year 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 upon our audit. The financial
statements of Yournet, Inc. as of December 31, 1998 were audited by another
auditor whose report dated January 27, 1999 on those statements included an
explanatory paragraph that described that the Company has no viable operations
or significant assets and is dependent upon significant shareholders to provide
sufficient working capital to maintain the integrity of the corporate entity.

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
misstatements. 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 our audit provides a reasonable basis for our opinion.

In our opinion, the 1999 financial statements referred to above present
fairly, in all material respects, the financial position of Yournet, Inc. as of
December 31, 1999, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in G to the financial
statements, the Company is inactive with no operating activities. Accordingly,
the Company is dependent upon management and significant Company shareholders to
provide sufficient working capital to preserve the integrity of the corporate
entity. The Company's existence is dependent upon management's ability to
develop profitable operations Those conditions raise substantial doubt about its
ability to continue as a going concernThe accompanying statements do not
include any adjustments that might result from the outcome of this uncertainty.

/s/ STEFANOU & COMPANY LLP
------------------------------
Stefanou & Company, LLP
Certified Public Accountants
McLean, Virginia
April 5,2000
F-3
<PAGE>

YOURNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of
the accompanying financial statement follows.

Business and Basis of Presentation
- --------------------------------------

Yournet, Inc.,formerly Associated Medical Devices, Inc.("Company"), was
incorporated under the laws of the State of Nevada in March, 1980. The Company
was formed to develop and market of various medical devises. The Company's
efforts were unsuccessful and the Company has remained dormant.

The consolidated financial statements include the accounts of the Company, and
its wholly-owned subsidiary, Euro American Business Group, IncSignificant
intercompany transactions have been eliminated in consolidation.

Income Taxes
- -------------

Income taxes are provided based on the liability method for financial reporting
purposes in accordance with the provisions of Statements of Financial Standards
No. 109, "Accounting for Income Taxes". Deferred and prepaid taxes will be
provided for on items which are recognized in different periods for financial
and tax reporting purposes.

Impairment of Long-Lived Assets
- ----------------------------------

The Company has adopted Statement of Financial Accounting Standards No. 121
(SFAS 121). The Statement requires that long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. SFAS No.121 also requires assets to be
disposed of be reported at the lower of the carrying amount or the fair value
less costs to sell.

Cash Equivalents
- -----------------

For purposes of the accompanying financial statement, the Company considers all
highly liquid debt instruments purchased with a maturity date of three months or
less to be cash equivalents.

F-8
<PAGE>

YOURNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE A- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings Per Share
- --------------------

The Company has adopted Statement of Financial Accounting Standard No. 128,
"Earnings Per Share," specifying the computation, presentation and disclosure
requirements of earnings per share information. Basic earnings per share has
been calculated based upon the weighted average number of common shares
outstanding. Stock options and warrant's have been excluded as common stock
equivalents in the diluted earnings per share because they are either
antidilutive, or their effect is not material. There is no effect on earnings
per share information for the years ended December 31, 1999 and 1998 relating
to the adoption of this standard.
.
Concentrations of Credit Risk
- --------------------------------

Financial instruments and related items which potentially subject the Company to
concentrations of credit risk consist primarily of cash, cash equivalents and
trade receivables. The Company places its cash and temporary cash investments
with high credit quality institutions. At times, such investments may be

Use of Estimates
- ------------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.

Liquidity
- ---------

As shown in the accompanying financial statements, the Company incurred a net
loss of $ 393,112 during the year ended December 31, 1999 and $ 1,751 during the
year ended December 31, 1998. The Company's current liabilities exceeded its
current assets by $ 30,438 and the Company has a $30,438 deficiency in retained
earnings as of December 31, 1999.

Comprehensive Income
- ---------------------

The Company does not have any items of comprehensive income in any of the
periods presented.

F-9
<PAGE>

YOURNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE B-BUSINESS COMBINATION

On July 1, 1999, the Company acquired , in an exchange for 4,968,000 shares of
common stock, Euro American Business Group, Inc., a company formed under the
laws of the State of New York ("EABG") in a transaction accounted for using the
purchase method of accounting. The common stock issued was valued at quoted
market prices closest to the acquisition date The total purchase price and
carrying value of net assets acquired of EABG was $0. The net assets acquired
were as follows:

Net assets $ -
Accumulated deficit -
Net liabilities -
----------
$ -
=========

As EABG was an inactive corporation with no significant operations, the Company
recorded the carryover historical basis of net tangible assets acquired, which
did not differ materially from their fair value. The results of operations
subsequent to the date of acquisition are included in the Company's
consolidated statement of losses. The Company expensed in 1999 the $140,040
which represents the excess of the purchase price of EABG over the net assets
acquired.

NOTE C - RELATED PARTIES

The Company's president and sole director is also the sole shareholder of
entities which own 100% of the Company's issued and outstanding common stock.
These entities have advanced $1,000 to the Company as of December 31, 1998.

NOTE D- CAPITAL STOCK

In April, 1999 the Company adopted, by unanimous consent of its Board of
Directors, a resolution authorizing a reverse stock split of one (1) share for
every five (5) shares of common stock outstanding as of March 1, 1999.

In June, 1999 the Company adopted, by unanimous consent of its Board of
Directors, a resolution authorizing a reverse stock split of one (1) share for
every five hundred (500) shares of common stock outstanding as of June 28,
1999.

<PAGE>

F-10

YOURNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE D- CAPITAL STOCK (CONTINUED)

In November , 1999, the Company adopted, by unanimous consent of its Board of
Directors, a resolution authorizing a forward stock split of three and one half
(3.5) share for every one (1) common stock split.

In 1999 , the Company issued common stock in exchange for services rendered by
certain consultants of the Company.

All references in the financial statements to common stock, per share amounts,
number of shares outstanding and stockholders' equity amounts have been restated
as if the reverse split had occurred as of the earliest period presented.

NOTE E- INCOME TAXES

Financial Accounting Standard No. 109 requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of events that
have been included in the financial statement or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between financial statements and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences are
expected to reverse. Temporary differences between taxable income reported for
financial reporting purposes and income tax purposes are insignificant.

At December 31, 1999, the Company has available for federal income tax purposes
a net operating loss carryforward of approximately $ 390,000 expiring the year
2014, that may be used to offset future taxable income. The Company has
provided a valuation reserve against the full amount of the net operating loss
benefit, since in the opinion of management based upon the earnings history of
the Company, it is more likely than not that the benefits will not be realized.
Due to significant changes in the Company's ownership, the Company's future use
of its existing net operating losses may be limited.

Components of deferred tax assets as of December 31, 1999 are as follows:

Non current:
Net operating loss carryforward $ 132,000
Valuation allowance 132,000
------------
Net deferred tax asset $ -
============

F-11

<PAGE>

YOURNET, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998

NOTE F-LOSSES PER COMMON SHARE

The following table presents the computation of basic and diluted loss per
share:

1999 1998
---- ----
Net loss available for common shareholders $ (393,112) $(1,751)
Basic and fully diluted loss per share $ (.12) $ (.10)
Weighted average common shares outstanding 3,249,730 17,649
========== ========

Net loss per share is based upon the weighted average number of shares of common
stock outstanding. In April, 1999, the Company's Board of Directors approved a
one (1) share for five (5) share reverse common stock split. In June, 1999, the
Company's Board of Directors approved a one (1) share for five hundred (500)
share reverse common stock split. In November, 1999, the Company's Board of
Directors approved a three and one half (3.5) share for one (1) common stock
split. (See Note D). Accordingly, all historical weighted average share and
per share amounts have been restated to reflect the forward and reverse stock
splits.

NOTE G - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the accompanying
financial statements during the years ended December 31, 1999 and 1998, the
Company incurred losses of $393,112 and $1,751 respectively. This factor among
others may indicate that the Company will be unable to continue as a going
concern for a reasonable period of time.

The Company is inactive with no operating activities. Accordingly, the Company
is dependent upon management and significant Company shareholders to provide
sufficient working capital to preserve the integrity of the corporate entity.

The Company's existence is dependent upon management's ability to develop
profitable operations. The accompanying statements do not include any
adjustments that might result should the Company be unable to continue as a
going concern.

F-12
<PAGE>

ACQUISITON AGREEMENT

AGREEMENT dated as of July 1, 1999, by, between and among ASSOCIATED
MEDICAL DEVICES, INC., a company incorporated under the laws of the State of
Nevada with principal, offices at 212 West Wall, Midland, Texas
79701(hereinafter referred to as"AMD"),EURO AMERICAN BUSINESS GROUP, INC, a
Company incorporated under the laws of the State of New York, with principal
offices at 200 Broad Hollow Road, Melville, New York 11747 (hereinafter referred
to as "EABG"), and the persons listed on Exhibit "A" attached hereto and made a
part hereof, being the holders of 100% of the issued and outstanding stock of
EABG, now and as of the Closing date of this Agreement (hereinafter referred to
as the "Sellers").

WHEREAS, the Sellers own a total, of 100 shares of common stock, $1.00 par
value, of EABG (the "EABG Shares"), said shares being One Hundred (100%) percent
of the issued and outstanding common stock of EABG; and ,

WHEREAS, the Sellers desire to sell and AMD desires to purchase the EABG
Shares;

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:

1. Purchase and sale. The Sellers hereby agree to sell, transfer, assign and
convey to AMD and hereby agrees to purchase and acquire from the Sellers, all of
the EABG's Shares constituting 100% of EABG's issued and outstanding common
stock in a reorganization pursuant to Section 368 (a)(1)(B) of the Internal
Revenue Code.

2. Purchase Price and Issuance of Shares.

(a) The aggregate purchase price to be paid by AMD for the EABG Shares shall
be in
a stock for stock reorganization. In consideration for the transfer of the EABG
Shares to AMD, AMD will issue 4,968,000 post-reverse split restricts shares of
AMD stock to EABG's shareholders or their designees, on the basis of 49,680
shares of AMD stock for each share of EABG stock. The AMD shares will be issued
to the individual Sellers In accordance with Exhibit "A" attached hereto. No
fractional shares of AMD common stock will be issued; in lieu thereof, the
number of shares of AMD common stock to be issued to each Seller will be rounded
up to the next whole share. Each of tire sellers hereby agrees to the terms of
this Agreement (the "Agreement").

(b) In addition to the AMD shares to be issued to the EABG shareholders as
enumerated
in 2(a), above, at or prior to Closing AMD will issue 389,350 post-reverse split
shares registered on Form S-8 to certain consultants, for consulting services
rendered, so that after Closing and exchange of EABG Shares for AMD shares and
issuance of the additional AMD shares as set firth herein, AMD will have
approxmately 5,400,000 post-reverse split shares issued and "outstanding held of
record as follows (assuming exchange of 100% of the EABG Shares for AMD shares
and the purchase by EABG's controlling Shareholder of 25,000 post-reverse split
shares from AMD's controlling shareholder pursuant to separate agreements
between the parties.); (i)EABG Shareholders will own approximately 52k and the
Consultant and AMD's remaining share-holders will own approximately 8% of the
issued and outstanding shares of AMD.

3. Warranties and Representations of EABG as Sellers.In order to induce AMD
to enter into
the Agreement and to complete the transaction contemplated hereby, EABG and
Sellers warrant and represent to AMD that:

(a)Organization arid Standing. EABG is a corporation duly organized,
validly existing and in good standing under the laws of the State of New York,
is qualified to do business as

<PAGE>

a foreign corporation in every other state or Jurisdiction in which it operates
to the extent required by the laws of such statea and jurisdictions, and has
full power and authority to carry on its business as now conducete and to own
and operate its ascots, properties and business. Attached hereto as Exhibit "B"
are true and correct copies of EABG's Certificate of incorporation, amendments
thereto and all current By-laws of EABG. No changes thereto will be made in any
of the Exhibit "B", documents before the Closing.

(b) Capitalization As of the Closing Date, EABG's entire authorized
equity-capital consists of 20,000 shares of Common Stock $1.00 par value, of
which 100 shares of Common Stock will be issued and outstanding as of the
Closing. As of the Closing, there will be no other voting or equity securities
authorized or issued, nor any authorized or issued securities convertible into
voting stock, and no outstanding subscriptions, warrants, calls, options,
rights, commitments or agreements by which EABG or the Sellers are bound,
calling
for the issuance of any additional shares of common stock or any other voting or
equity security. The 100 issued and outstanding EABG Shares constitute one
hundred (100%) percent
of the equity capital of EABG, which includes, inter alia, one hundred (100%)
percent of EABG's voting power, right to receive dividends, when, as and if
declared and paid, and the
right to receive the proceeds of liquidation attributable to common stock, if
any, and the 100 Shares being exchanged pursuant to this Agreement constitute
100% of EABG's issued
and outstanding shares.

(c) Ownership of EABG Shares. As of the date hereof, the sellers are the
sole owners of toe EABG Shares, free and clear of all liens, encumbrances, and
restrictions whatsoever,
except that the EABG Shares have not been registered under the Securities Act of
1933, as amended (the "33 Act"), or any applicable State Securities laws. By
the transfer of the EABG Shares to AMD pursuant to the Agreement, AMD will
thereby acquire 100% of the capital stock of EABG, free and clear of all liens,
encumbrances and restrictions of any nature whatsoever, except by reason of the
fact that the EABG shares will not have been registered ,under the '33 Act, or
any applicable State Securities laws.

(d) EABG has filed all federal, state and local income or other tax
returns and reports that it is required to
file with all governmental agencies, wherever situate, and has paid or accrued
for payment all taxes as shown on such
returns, such that a failure to file, pay or accrue will not have a material
adverse effect on EABG.

(e) Be Pending Actions. There are no material legal actions, lawsuits,
proceedings or investigations, either administrative or judicial, pending or
threatened,, against or affecting EABG or against the Sellers that arise out of
their operation of EABG, except as described in exhibit "C" attached hereto.
EABG is not knowingly in violation of any law, material ordinance or regulation
of any kind whatever, including, but not limited to laws, rules and regulations
governing the sale of its services, the '33 Act, the Securities Exchange Act of
1934 (the "'34 Act") as amended, the Rules and Regulations of the U.S.
Securities and Exchange -Commission ("SEC") , or the Securities Lawe and
Regulations of any state.

<PAGE>
(f) Governmental Regulation. EABG holds the licenses and registrations set
forth on Exhibit AMD hereto from the jurisdictions set forth therein, which
licenses and registrations are all of the licenses and registrations necessary
to permit EABG to conduct its current business. All of such licenses and
registrations are in full force and effect, and there are no proceedings,
hearings or other actions pending that may affect the validity or continuation
of any of them. No approval of any other trade or professional association or
agency of government other than as set forth on Exhibit "D" is required for any
of the transactions effected by the Agreement, and the completion of the
transactions contemplated by the Agreement will not, in and of themselves,
affect or Jeopardize the validity or continuation of any of them.

(g) Ownership of Assets. Except as set forth in, Exhibit "E", EABG has
good, marketable title, without any liens or encumbrances of any nature
whatever, to all of the following, if any: its assets, properties and rights of
every type and description, including, without limitation, all oash on hand and
in banks, certificates of deposit, stocks, bonds, and other securities, good
will, customer lists, its corporate name and all variants thereof, trademarks
and trade names, copyrights and interests thereunder, licenses and
registrations, pending 21canses and permits and applications therefor,
inventions, processes, know-how, trade secrets, real estate and interests
therein and improvements thereto, machinery, equipment, vehicles, notes and
accounts receivable, fixtures, rights under agreements and leases, franchises,
all rights and claims under insurance policies and other contracts of whatever
nature, rights in funds of whatever nature, books and records and all other
property and rights of every kind and nature owned or held by EABG as of this
date, and will continue to hold such title on and after the completion of the
transactions contemplated by the Agreement; nor, except in the ordinary course
of its business, has EABG disposed of any such asset since the date of the most
recent balance sheet described in Section 3(0) of the Agreement.

(h) No interest in Suppliers, Customers Landlords or Competitors. Neither
the Sellers nor any member of their families have any interest of any nature
whatever in any supplier, customer, landlord or competitor of EABG.

(i) No Debt owed by EABG to Sellers. Except as set forth in Exhibit "F",
EABG does not owe any money, securities, or property to either the Sellers or
any member of their families
or to any company controlled by such a person, directly or indirectly. To the
extent that EABG may have any undisclosed liability to pay any sum or property
to any such person or entity or any member of their families such liability is
hereby forever irrevocably released and discharged.

(j) Corporate Records. All of EABG's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records of EABG are up-to-date,, complete and
reflect accurately and fairly the conduct of its business in all material
respects since its date of incorporation.

(k) No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or presented
to AMD in connection
herewith, contains any materially misleading statement, or omits any fact or
statement necessary to make the other statements or facts therein set forth not
materially misleading.

(l) Validity of the Agreement. All corporate and other proceedings required
to be taken by the Sellers and by EABG in order to enter into and to carry out
the Agreement have been duly and properly taken. The Agreement has been duly
executed by the Sellers and by EABG, and constitutes the valid and binding
obligation of each of them, except to the extent limited by applicable
bankruptcy, reorganization, insolvency, moratorium or other laws relating to or
effecting generally the enforcement of creditors rights. The execution and
delivery of the Agreement and the carrying out of its purposes will not result
in the breach of any of the terms or conditions of, or constitute a default
under or violate, EABG's Certificate of Incorporation or By-Laws, or any
material agreement, lease, mortgage, bond, indenture, license or other material
document or undertaking, oral or written, to which EABG or the sellers is a
party or is bound or may be affected, nor will such execution, delivery and
carrying out violate any order, writ, injunction, decree, law, rule or
regulation of any court, regulatory agency or other governmental body; and
the business now conducted

<PAGE>
by EABG can continue to be so conducted after completion of the transaction
contemplated hereby, with EABG as a subsidiary of AMD.

(m) Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein and made a part
hereof are legal, valid, and enforceable by AMD according to their terms, except
to the extent limited by applicable bankruptcy, reorganization, insolvency,
moratorium or other laws relating to or effecting generally the enforcement of
creditors rights and that at the time of such execution and delivery, AMD will
have acquired title in and to the EABG Shares free and clear of all claims,
liens and encumbrances.

(n) Access to Books and Records. AMD will have full and free access to
EABG's books during the course of this transaction prior to Closing, during
regular business hours.

(o) EABG Financial Statements. EABG has conducted no business to date and
has no audited financial statements.

4. Warranties and Representations of AMD. In order to induce the Sellers and
EABG to enter into the Agreement 'and to complete the transaction contemplated
hereby, AMD warrants and represents to EABG and Sellers that:

(a) Organization and Standing. AMD is a corporation duly organized, validly
existing and in good standing under the laws of the State of Nevada, is
qualified to do business as a foreign corporation in every other state in which
it operates to the extent required by the laws of such states, and has full
power and authority to carry on its business as now conducted and to own and
operate its assets, properties and business.

(b) Capitalization. AMD's entire authorized equity capital consists of
50,000,000 shares of voting common stock, $.001 par value. Prior to the Closing,
and issuance of the shares as specified in Paragraph 2, above, AMD will have
issued and outstanding 42,650 shares after the presently issued and outstanding
21,324,763 shares are reverse split on a 1 share for 500 share basis. At the
Closing, AMD will issue the shares as specified in Paragraph 2, above. other
than the AMD shares registered on Form S-8, the AMD common stock will be issued
under Section 4(2) as "restricted securities" as defined in Rule 144 of the '33
Act. Upon issuance, all of the AMD Common Stock will be validly issued fully
paid and non assessable. The relative rights and preferences of AMD's equity
securities are set forth on the Certificate of Incorporation, as amended and
AMD's By-laws (Exhibit "G" hereto). There are no other voting or equity
securities convertible into voting stock, and no outstanding,subscriptions,
warrants, calls, options, rights, commitments or agreements by which AMD is
bound, calling for the issuance of any additional shares of common stock or any
other voting or equity security. The By-laws of AMD provide that a simple
majority of the shares voting at a stockholders, meeting at which a quorum is
present may elect all of the directors of AMD. Cumulative voting is not provided
for by the By-Laws or Certificate of Incorporation of AMD. Accordingly, as of
the Closing the 4,968,000 shares being issued to and the 25,000 Shares being
purchased by the Sellers, will constitute approximately 92% of the approximately
5,400,000 shares of AMD which will then be issued and outstanding, which
includes, inter alia, that same percentage of AMD's voting power, right to
receive dividends, when, as and if declared and paid, and the right to receive
the proceeds of liquidation attributable to common stock; if any.

(c) Reporting Status. AMD is a public company, trading on the OTC Bulletin
Hoard and is a reporting company under Section 12(g) of the '34 Act, and is
current in its reports.

(d) Ownership of shares. By AMD's issuance of the AMD Common shares to the
Sellers pursuant to the Agreement, the Sellers will thereby acquire good,
absolute marketable title thereto,free and clear of all liens, encumbrances anal
restrictions of any nature whatsoever, except by reason of the fact that such
AMD shares will not have been registered under

<PAGE>
the '33 Act.

(e) Significant Agreements. AMD is not and will not at Closing be bound by
any of the following, unless specifically listed in Exhibit "H" hereto:

(i) Employment, advisory or consulting contract;

(ii) Plan providing for employee benefits of any nature;

(iii) Lease with respect to any property or equipment;

(iv) Contract or commitment for any future expenditure in excess of $1,000
in the aggregate.

(v) Contract or commitment pursuant to which it has assumed, guaranteed,
endorsed, or otherwise become liable for any obligation of any other person,
firm or organization;

(vi) Contract, agreement, understanding, commitment or arrangement, other
than in the normal course of business, not fully disclosed or set forth in the
Agreement;

(vii) Agreement with any person relating to the dividend, purchase or sale
of securities, that has not been settled by the delivery or payment of
securities when due, and which remains unsettled upon the date of the Agreement.

(f) Taxes. AMD has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown on such returns. All of such
returns are true and complete.

(g) No Pending Actions. There are no legal actions, lawsuits, proceedings
or investigations, either administrative or judicial, pending or threatened,
against or affecting AMD, or against any of AMD's officers or directors and
arising out of their operation of AMD. AMD has been in compliance with, and has
not received notice of violation of any law, ordinance or regulation of any kind
whatever, including, but not limited to, the '33 Act, the Securities Exchange
Act of 1934, as amended, the Rules and Regulations of the SEC, or the Securities
Laws and Regulations of any state. AMD is not an investment company as defined
in the Investment Company Act of 1940.

(h) Corporate Records. All of AMD's books and records, including, without
limitation, its books of account corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation; all of said books and records will be delivered to AMD's new
management at the Closing,

(j) No Misleading Statements or Omissions. Neither the Agreement nor any
financial statement, exhibit, schedule or document attached hereto or presented
to Sellers in connection herewith contains any materially misleading statement,
or omits any fact or statement necessary to make the other statements or facts
therein set forth not materially misleading.

<PAGE>
(j) Validity of the Agreement.All corporate and other proceedings required to
be taken by AMD in order to enter into and to carry out the Agreement have been
duly and properly taken. The Agreement has been duly executed by AMD, and
constitutes a valid and binding obligation of Arm. The execution and delivery
of-the Agreement and the carrying out of its purposes will not result in the
breach of any of the terms or conditions of, or constitute a default under or
violate, AMD's Certificate of Incorporation or By-Laws, or any agreement, lease,
mortgage, bond, indenture, license or other document or undertaking, oral or
written, to which MD is a party or is bound or may be affected, nor will such
execution, delivery and carrying out violate any order, writ, injunction,
decree, law, rule or regulation of any court, regulatory agency or other
governmental body.

(k)Enforceability of the Agreement. When duly executed and delivered, the
Agreement and the Exhibits hereto which are incorporated herein arid made a part
hereof are legal, valid, and enforceable by EABG and the Sellers according to
their terms, and have acquired good, marketable title in arid to the AMD Common
Shares acquired pursuant hereto, free and clear of all liens and encumbrances.

(1) Access to Books and Records. EABG and Sellers will have full and free
access to AMD's books and records during the course of this transaction prior to
and at the Closing.

(m) AMD Financial Statements. At or before the Closing, AMD will provide
EABG and sellers with recent audited financial statements, which will be
certified in accordance with GAAP by independent certified public accountants
with substantial SEC experience.

(n) AMD Financial Condition. As of the Closing, AMD will on have no assets
or liabilities.

(o) Stockholder Approval. Immediately upon the signing of the Agreement,
AMD will submit to its stockholders by meeting or consent the matters described
in section 7(b)(i) herein,

5. Term. All, representations, warranties, covenants and agreements made
herein and in the exhibits attached hereto shall survive the execution and
delivery of the Agreement and payment pursuant thereto.

6. The AMD Shares and EABG Shares. A11 of the AMD common shares shall be
validly issued, fully-paid and non-assessable shares of AMD arid EABG Shares,
with full voting rights, dividend rights, and right to receive the proceeds of
liquidation, if any, as set forth in the respective Articles of Incorporation.

7. Conditions Precedent to Closing.

(a) The obligations of EABG and Sellers under this Agreement shall be and
are subject to fulfillment, prior to or at the Closing, of each of the following
conditions:

(i) That AMD's representations and warranties contained herein shall be
true and correct at the time of Closing, as if such representations and
warranties
were made at such time;

(ii) That AMD in all material respects shall have performed or complied with
all agreements, terms and conditions required by this Agreement to be performed
or
complied with by it prior to or at the time of the Closing;

(iii) That AMD's directors, by proper and sufficient vote taken either by
consent of shareholders or at a meeting duly and properly called and held, shall
have properly approved all of the matters described in Section 7(b)(I) herein;
and

(b) The obligations of AMD under the Agreement shall be and are subject to
fulfillment, prior to or at the Closing of each of the following conditions;

<PAGE>
(i) That AMD's Shareholders and Board of Directors, by proper and sufficient
vote, shall have approved this Agreement and the transactions contemplated
hereby; approved the resignation of all of AMD's current directors and the
election of up to 3 designees of EABG to serve as directors in place of AMD's
current directors; approved a change of AMD's corporate name to such name as may
be selected by EABG;

(ii) That EABG's and Sellers' representations and warranties contained
herein shall be true and correct at the time of Closing as if such
representations and warranties were made at such time, and that there shall have
been no Material
Adverse Effect with respect to EABG; and AMD shall have received a certificate
of EABG and sellers to such an effect signed by a duly authorized officer of
EABG and by each of the Sellers; and

(iii) That EABG and Sellers shall have performed or complied with all
agreements, terms and conditions required by this Agreement to be performed or
complied with by them prior to or at the time of closing, and AMD shall have
received a Certificate of EABG and Sellers to such effect signed by a duly
authorized officer of EABG and by each of the Sellers.

8. Termination. The Agreement may be terminated at any time before or at
Closing, by:

(a) The mutual agreement of the parties;

(b) Any party if:

(i) Any provision of this Agreement applicable to a party shall be
materially
untrue or fail to be accomplished.

(ii) Any legal proceeding shall have been instituted or shall be imminently
threatening to delay, restrain or prevent the consummation of this Agreement or
any material component thereof.

(c) upon termination of this Agreement for any reason, in accordance with
the terms and conditions set forth in this paragraph, each said party shall bear
all costs and expenses as each party has incurred and no party shall be liable
to the others for such coats and expenses.

9. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.

10. Miscellaneous Provisions. This Agreement is the entire agreement between
the
parties in respect of the subject matter hereof, and there are no other
agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.

11. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at 1:00 P.M. on the first business day after the
latter of the Sellers approving this Agreement or the shareholders of AMD
approving this
Agreement and the matters referred to in Section 7(b)(i), or such other date as
the parties hereto shall agree upon. At the Closing, all of the documents and
items referred to herein shall be exchanged.

12. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.

<PAGE>
13. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of
the date and year above first written.

SELLERS: ASSOCIATED MEDICAL DEVICES, INC.

By:/s/ John Huguet By:_________________________
John Huguet Glenn A. Little, President

GOLDCROWN HOLDINGS LIMITED EURO AMERICAN BUSINESS GROUP, INC .

By: ______________ By: /s/ John Huguet
John Huguet, President

[FILED IN THE
OFFICE OF THE
SECRETARY OF STATE OF
THE STATE OF NEVADA]

OCT 20 1999
NO. C1407-80
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE

ARTICLES OF AMENDMENT

OF
ARTICLES OF INCORPORATION

ASSOCIATED MEDICAL DEVICES, INC.

We the undersigned, President and Secretary of Associated Medical Devices,
Inc. hereby certify:

That the Board of Directors of said corporation at a meeting duly convened,
held on the 18th day of October, 1999, adopted a resolution to amend the
original articles of incorporation as follows:

1. ARTICLE I of the Corporation's Articles of Incorporation is hereby
amended to read as follows:

"1. The name of the Corporation is YourNet, Inc."

2. The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 5,844,238; that the
said amendment has been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.

4. This Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President, John Huguet, and its Secretary, Randy
Dotten, this 18th day of October, 1999.

/s/ John Huguet
John Huguet, President

/s/ Randy Dotten
Randy Dotten, Secretary

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

On July 1, 1999, the Company acquired , in exchange for 4,968,000 shares of
common stock, Euro American Business Group, Inc., ("EABG"), a company formed
under the laws of New York. EABG is currently a wholly owned subsidiary of the
Company. EABG was an inactive corporation with no significant operations prior
to its acquisition by the Company.

CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS

TO: Yournet, Inc.

As independent certified public accountants, we hereby consent to the inclusion
of our report dated April 5, 2000 appearing in the Annual Report on Form 10-KSB
of Yournet, Inc. for the year ended December 31, 1999.

/s/ Stefanou & Company, LLP
Stefanou & Company, LLP

McLean, Virginia
April 14, 2000

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<NAME> Yournet, Inc.
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