UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended March 31, 2000
[ ] 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)
400 630-8TH AVE SW
CALGARY, ALBERTA CANADA T2P 1G6
(Address of Principal Executive Offices) (Zip Code)
(403) 303-4610
(Issuer's Telephone Number)
Check whether the issuer (1) filed all reports required to be filed by
Section 12, 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 _____
As of March 31, 2000, the Company had 20,455,903 shares of its par value
$0.0001 common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes___ No_X__
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet at March 31, 2000 and December 31, 1999
(Unaudited)
Consolidated Statements of Operations (Unaudited) Three months ended March
31, 2000 and 1999
Consolidated Statements of Cash Flows (Unaudited) Three months ended March
31, 2000 and 1999
Notes to Consolidated Financial Statements March 31, 2000 (Unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
<TABLE>
<CAPTION>
YOURNET, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
March 31, 2000 and December 31, 1999
ASSETS
2000 1999
(UNAUDITED)
<S> <C> <C>
Current Assets:
Prepaid expenses 5,770 $0
------- ------
Total current assets 5,770 $0
======= ======
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable 50,482 $30,438
------ -------
Total Current Liabilities 50,482 30,438
Deficiency in Stockholders' Equity:
Common stock, par value, $.0001 per share; authorized,
50,000,000 shares; 20,455,903 shares issued at
March 31, 2000 and at December 31, 1999 20,456 20,456
Additional paid in capital 3,100,705 3,100,705
Deficiency in retained earnings (3,165,873) (3,151,599)
Deficiency in stockholder's equity (44,712) (30,438)
------ -------
$ 5,770 $ 0
====== =======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
YOURNET, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF LOSSES
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<S> <C> <C>
2000 1999
------------ ----------
Cost and expenses:
General & Administrative Fees $ 14,274 $ 0
------------ ----------
Total operating expenses 14,274 0
Loss from operations (14,274) 0
Income (taxes) benefit - -
------------ ----------
Net loss (14,274) 0
Loss per common share (basic and assuming dilution) $ ( 0.00) $ 0.00
============ ==========
Weighted average common shares outstanding 20,455,903 44,123,967
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
<TABLE>
<CAPTION>
YOURNET, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
<S> <C> <C>
2000 1999
--------- --------
Cash flows from operating activities:
Net loss $(14,274) $(1,751)
Changes in assets and liabilities:
Increase (decrease) in accounts payable 20,044 751
Increase in prepaid expenses (5,770) -
--------- --------
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 period - -
Income taxes paid for the period - -
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
YOURNET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)
NOTE A- SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-QSB, and therefore, do not
include all the information necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three month period ended March 31,2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000. The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
footnotes thereto included in the Company's December 31, 1999 annual report
included in SEC Form 10-KSB.
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 various medical devices. 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, Inc. Significant
intercompany transactions have been eliminated in consolidation.
<PAGE>
Item 2. 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 three month period ending March 31, 2000 is not indicative of
the Company's current business plan and operations. During the fiscal year
periods ending December 31, 1997, December 31, 1998, and December 31, 1999, the
Company was inactive and had no revenues. After the Company's change in
management in January 2000, 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 Operation.
PLAN OF OPERATION
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 fast, cost-effective and
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 rise 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 year
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
As of March 31, 2000 the Company had no revenue and $5770 in assets. The
Company incurred a net loss of $14,274 during the three month period ended March
31, 2000 and $1,751 during the year ended December 31, 1999. The Company's
current liabilities exceeded its current assets by $44,712 as of March 31, 2000.
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 has borrowed funds from principal
shareholders to satisfy certain obligations. The company's independent
certified public accountants have stated in their report included in the
Company's December 31, 1999 Form 10-KSB, that the Company has incurred
operating 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.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There are no legal proceedings against the Company and the Company is unaware of
proceedings contemplated against it.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to the security holders for a vote.
Item 5. Other Information
There is no other information deemed material by management for disclosure
herein.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
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
28, 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
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
YOURNET, INC.
Dated: May 12, 2000 /s/ John Anderson
By: John Anderson
Its: President
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000318245
<NAME> Yournet, Inc.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5770
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 50482
<BONDS> 0
0
0
<COMMON> 20456
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5770
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 14274
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,274)
<EPS-BASIC> (.00)
<EPS-DILUTED> (.00)
</TABLE>
