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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
Yournet, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.001
- --------------------------------------------------------------------------------
(Title of Class of Securities)
88-0164955
- --------------------------------------------------------------------------------
(CUSIP Number)
John K, Pierson, Esq.
12424 Wilshire Blvd.
Suite 1120
Los Angeles, CA 90025-1042
(310) 826-8009
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 14, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(SC13D-07/98)
(Continued on following pages)
(Page 1 of 8 Pages)
<PAGE>
CUSIP No. 88-0164955 13D Page 2 of 8 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gold Crown Holdings Limited
_______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
SC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
________________________________________________________________________________
7 SOLE VOTING POWER
- -0-
_____________________________________________________________
8 SHARED VOTING POWER
5,970,800
_________________________________________________________________
9 SOLE DISPOSITIVE POWER
5,970,800
________________________________________________________________
10 SHARED DISPOSITIVE POWER
- -0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,970,800
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.2%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 88-0164955 13D Page 3 of 8 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
Common Stock, par value $0.001, of Yournet, Inc., a Nevada
corporation, 1013 17 Ave. SW, Calgary, Albert, Canada T2T 0A7
________________________________________________________________________________
Item 2. Identity and Background.
(a) Name:
Reporting Person: Gold Crown Holdings Limited, a British Virgin
Islands Corporation administered by Herald
Trust Company
Director: Warwick Nominees Ltd.
C/o 22 Hill St., St. Hellier, Jersey JE4 8X2
Director: Simon A. Colldridge
The Old Forge, Plaisance,
Director: Caragh Colldridge
The Old Forge, Plaisance,
Secretary: Warwick Secretaries, Ltd.,
C/o 22 Hill St., St. Hellier, Jersey JE4 8X2
Beneficiary: Mary C. Denison
(b) Business Address:
Reporting Person: c/o Herald Trust Company Ltd., Herald House,
22 Hill Street, St. Hellier, Jersey JE4 8X2
Beneficiary: 257 County Road, No. 546, Bushnell,
FL 33513
(c) Principal Occupation:
Reporting Person: Investments
Beneficiary: Retired
(d) During the last five years, neither the Reporting Person
nor any of the other persons identified in this Item 2
has been convicted in a criminal proceeding.
(e) During the last 5 years, neither the Reporting Person
nor any of the other persons identified in this Item 2
has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and
as a result of such proceeding been subject to
a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding
any violation with respect to such law.
(f) Citizenship:
Reporting Person: British Virgin Islands
Beneficiary: United States
<PAGE>
CUSIP No. 88-0164955 13D Page 4 of 8 Pages
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person obtained beneficial ownership of the shares of Yournet,
Inc. reflected herein upon the release from escrow on January 14, 2000
of shares issued to the Reporting Person in connection with the acquisition of
Euro-American Business Group, Inc. by by Yournet, Inc.
________________________________________________________________________________
Item 4. Purpose of Transaction.
Investment
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
Of the 20,455,903 shares of Yournet, Inc. common stock issued and
outstanding, the Reporting Person has sole dispositive and shared
voting power over 5,970,800 shares, or 29.3% of the total shares.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has executed and delivered a proxy to John Huguet
pursuant to which Mr. Huguet shall have the right to vote all of the Yournet,
Inc. common stock held by the Reporting Person.
Mary C. Denison, the beneficiary of the Reporting Person has entered into
an Agreement with Richard Langley, a United States citizen, pursuant to which
Mr. Langley will obtain ownership of all assets held by the Reporting Person
upon the death of the beneficiary.
In connection with the acquisition of Yournet, Inc., Yournet, Inc.
entered into a Consulting Agreement with Bodet Ltd. ("Bodet"), an entity
beneficially owned by Richard Langley, pursuant to which (i) Yournet, Inc.
has agreed to pay Bodet a consulting fee of $10,000 per month for two years
from December 15, 1999; (ii) Yournet, Inc. has issued an option to Bodet to
acquire 250,000 shares of common stock at $2.00 per share until January 1,
2003. In addition, certain shareholders of Yournet, Inc. have issued
to Bodet options exercisable until April 13, 2000 (a) to purchase 175,000
shares of Yournet common stock at $.25 per share, (b) to purchase 85,000
shares of Yournet common stock at $.375 per share and (c) to purchase 85,000
shares of Yournet common stock at $.50 per share.
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
7.1 Proxy issued to John Huguet.
7.2 Agreement between Mary C. Denison and Richard Langley
7.3 Consulting Agreement between Yournet, Inc. and
Bodet Ltd.
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 31, 2000
----------------------------------------
(Date)
/s/ Robert W. Sharp
----------------------------------------
(Signature)
Warwick Nominees Ltd.
----------------------------------------
(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
<PAGE>
CUSIP No. 88-0164955 13D Page 5 of 8 Pages
EXHIBIT 7.1
PROXY
The undersigned, as record owner of the shares of
YourNet, Inc. (OTCBB: YOUR) described below, hereby
appoints John Huguet as the proxy of the undersigned to attend
the future meeting of the shareholders of said corporation and
to represent, vote, execute, consent, waive and otherwise act for
the undersigned in the same manner and with the same effect as
if the undersigned were personally present at said meeting.
This proxy may be revoked at any time by the undersigned
and unless revoked earlier shall terminate on February 1, 2002.
Number and Class of Shares Owned: 5,970,800 shares of common
stock.
For and on behalf of
Warwick Nominees Limited
DATED: 3 February 2000 By: /s/Robert W. Sharp
======================
Goldcrown Holdings, Ltd.
22 Herald House
Hill Street
St. Hellier, Jersey JE4 8x2
Channel Islands
<PAGE>
CUSIP No. 88-0164955 13D Page 6 of 8 Pages
EXHIBIT 7.2
November 8, 1999
Mr. Richard M. Langley, Jr.
1875 Century Park East, Suite 150
Los Angeles, CA 90067
Re: Assignment of interest in Goldcrown
Dear Richard:
I, Mary Charles Denison, being of sound mind and body, do hereby bequeath
in the event of my death to Richard Langley, Jr., all right , title an
beneficial
interest in and to Goldcrown Holdings Ltd., a British Virgin Islands
Corporation.
Sincerely,
/s/ Mary C. Denison
Mary C. Denison
Witness:
/s/ Mabel J. Clemons
Witness:
/s/ Franklin M. Harrison
<PAGE>
CUSIP No. 88-0164955 13D Page 7 of 8 Pages
EXHIBIT 7.3
CONSULTING AGREEMENT
1. Parties.
1.1 This Consulting Agreement (this "Agreement") is made and entered
into effective as of December 15th, 1999, by and between YourNet,
Inc. ("the Company"), whose address is 1005-750 W. Pender Street,
Vancouver, B.C. Canada, and BODET Limited (the "Consultant"),
whose address is Herald House, 22 Hill Street, St. Hellier,
Jersey JE4 8X2
2. Recitals.
2.1 This Agreement is made with reference to the following facts and
circumstances.
(a) The Company wishes to engage the services of the Consultant
to advise and consult with the Company on certain business
and financial matters as set forth in this Agreement.
(b) The Consultant is willing to accept such engagement, on the
terms set forth in this Agreement.
2.2 In consideration of the premises, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the
Company and the Consultant agree as follows.
3. Engagement.
3.1. The Company hereby engages the services of the Consultant, as
an independent contractor for a period of twenty-four months
(24 months) beginning December 15th, 1999, and ending on December
14th, 2001 (the "Term"), and the Consultant hereby accepts such
engagement, for the purpose set forth in section 3.2. below.
3.2. The scope of the services to be rendered by the Consultant to
the Company are, and are limited to, the following:
(a) The Consultant shall, from time to time as the Company may
request, advise and consult with the Company's board of
directors and executive officers regarding (i) the Company's
merger and acquisition strategies, including the evaluation
of targets and the structuring of transactions; (ii) the
Company's corporate financing activities, including debt and
equity transactions; (iii) the Company's investor relations;
(iv) the identification and evaluation of underwriters for
the Company's securities' offerings in the United States of
America and Europe; (v) the Company's business development
activities, including major geographic and service expansion
Plans; and (vi) the registration of the Company's securities
On the European New Market.
4. The Consultant's Fees and Expenses.
4.1. The Company shall pay the consultant as a fee its services under
this Agreement (the "Consulting Fee), US $10,000 per month,
and provide a one-time issuance to the Consultant to of 250,000
options in the Company with a strike price of US $2.00 and an
exercise date of January 1st, 2003.
4.2 The Company shall reimburse the Consultant for all its reasonable
out-of-pocket expenses incurred in the performance of the
Consultant's duties under this agreement.
5. Miscellaneous
5.1 Relationship. The relationship between the Company and the
Consultant created by this Agreement is that of independent
contractors. The Consultant is not, by virtue of this Agreement,
and shall not for any purpose be deemed to be hereunder, an
officer, employee, agent, affiliate of the Company. The services
to be rendered by the Consultant pursuant to this Agreement do
not include the services or activities of an "investment adviser",
as that term is defined by U.S. federal or state laws and, in
performing services under this Agreement, the Consultant shall
not be deemed to be an investment adviser under such laws.
5.2 Indemnity. The Company hereby agrees to defend, indemnify, and
hold the Consultant harmless from and against any and all claims,
damages, judgements, penalties, costs, and expenses (including
attorney fees and court costs now or hereafter arising from the
enforcement of this clause) arising directly or indirectly from
the activities of the Consultant under this Agreement, or from
<PAGE>
CUSIP No. 88-0164955 13D Page 8 of 8 Pages
the Activities of the Company or any of its shareholders, officers,
directors, employees, agents or affiliates, whether such claims are
asserted by any governmental agency or any other person. This
indemnity shall survive termination of this Agreement.
5.3. Governing Law. This Agreement and the Note shall be governed by
and construed in accordance with the laws of the Province of
Alberta/Canada. The courts of the Province of Alberta shall have
exclusive jurisdiction for any action arising out of or related to
this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of
the
first date first above written.
The Consultant: The Company:
BODET Limited YOURNET,INC.
By /s/ DR Singleton By /s/ Randy M. Doten
Name: DR Singleton Name: Randy Doten
Title: Director Title: Vice President/Director
Date signed: 17 Jan 2000 Date signed: 11/03/99
