SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB/A
(Amendment No. 1)
Annual Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended
June 30, 2000
Commission file number
33-16757
ONE WORLD ONLINE.COM, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0411771
(State or other jurisdiction of incorporation) (IRS employer identification no.)
4778 North 300 West, Suite 200, Provo, Utah 84604
(Address of principal executive offices) (Zip code)
Registrant's telephone number: (801) 852-3540
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not 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. [X]
The issuer's revenues for its most recent fiscal year were 2,169,000.
The aggregate market value of voting and non-voting common equity held
by non-affiliates (i.e., does not include directors, executive officers or ten
percent stockholders identified in Item 11 hereof) of the registrant computed by
reference to the price at which the common equity was sold, or the average bid
and asked price of such common equity on September 1, 2000, was approximately
$62,086,529.
Number of shares outstanding common stock as of September 1, 2000 was
15,842,334, $.001 par value per share.
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Item 11. Security Ownership of Certain Beneficial Owners and Management
Common Stock
The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of September 1, 2000,
for: (i) each person who is known by the Company to beneficially own more than
five percent of the Company's common stock, (ii) each of the Company's
directors, (iii) each of the Company's Named Executive Officers (defined below),
and (iv) all directors and executive officers as a group. As of September 1,
2000, the Company had 15,842,334 shares of common stock outstanding. Ownership
of the Series A Preferred Stock, which shares are held of record by a single
stockholder who has voting control of the Company, is discussed separately
below.
Shares
Name and Address Beneficially Percentage
of Beneficial Owner(1) Owned(2) of Total(2) Position
---------------------- -------- ----------- --------
Kelly M. Thayer (3) 1,830,667 11.5% Chairman of the Board
David N. Nemelka (4) 2,056,333 13.0% President, Director and CEO
Wayne Holbrook (5) 205,000 1.3% President & director of OWOL
Marketing
B. Ray Zoll (6) 165,000 1.0% Executive Vice-president &
Counsel of OWOL Marketing
David Bradford (7) 20,000 * Director
Craig Case (8) 20,000 * Director
Directors and Executive 4,297,000 26.8%
Bateman Dynasty, LC (9) 840,068 5.3%
OWOCF (10) 1,500,000 9.5%
OWTYF (11) 1,525,000 9.6%
OWOL Marketing (12) 1,000,000 6.3%
* Less than 1%.
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(1) Except where otherwise indicated, the address of the beneficial owner is
deemed to be the same address as the Company.
(2) Beneficial ownership is determined in accordance with SEC rules and
generally includes holding voting and investment power with respect to the
securities. Shares of common stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for
computing the percentage of the total number of shares beneficially owned
by the designated person, but are not deemed outstanding for computing the
percentage for any other person.
(3) Includes 750,000 shares. Also includes 214,000 shares that are owned by Mr.
Thayer's wife, 16,667 shares of common stock owned by an affiliate of Mr.
Thayer that are issuable upon conversion of an outstanding promissory note
and 750,000 of the 1,500,000 shares that are owned by D.K. Enterprises,
LLC, a Utah limited liability company ("DKE") which is owned one-half by
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Mr. Thayer and one-half by David N. Nemelka. The DKE shares are subject to
an agreement whereby 750,000 shares shall be distributed to Mr. Thayer and
750,000 shares shall be distributed to David N. Nemelka on June 1, 2001,
subject to them remaining as either an officer or director of the Company.
Also, includes 100,000 shares owned by CNBCR L.L.C. The children of Mr.
Thayer are the beneficiaries of the L.L.C. Mr. Thayer is the sole manager
of the LLC and is deemed to have sole voting and dispositive powers with
respect to these shares. Does not include any shares for which Mr. Thayer
disclaims beneficial ownership that are held by OWOCF, an entity that Mr.
Thayer acts as a director. See note 10 below. Does not include any Series A
Preferred Stock held by the OWOL Voting Trust of which Mr. Thayer is a
beneficiary.
(4) Includes 786,000 shares. Also includes 500,000 shares that are owned by Mr.
Nemelka's wife, 2,000 shares that are held by an affiliate of Mr. Nemelka,
18,333 shares of common stock owned by Mr. Nemelka and an affiliate of Mr.
Nemelka that are issuable upon conversion of an outstanding promissory note
and 750,000 shares that are owned by DKE, as described in note 3 above.
Does not include any shares for which Mr. Nemelka disclaims beneficial
ownership that are held by Bateman Dynasty, LC, as described in note 9
below. Does not include any Series A Preferred Stock held by OWOL Voting
Trust of which Mr. Nemelka is a beneficiary.
(5) Includes 25,000 shares and stock options exercisable for 180,000 shares of
common stock. Does not include stock options to acquire 420,000 shares of
common stock that first become exercisable between March 2001 through
September 2002.
(6) Includes stock options exercisable for 165,000 shares of common stock. Does
not include stock options to acquire 385,000 shares of common stock that
first become exercisable between March 2001 through September 2002.
(7) Includes stock options exercisable for 20,000 shares of common stock.
(8) Includes stock options exercisable for 20,000 shares of common stock.
(9) These shares are owned by Bateman Dynasty, LC, a private limited liability
company owned by the Bateman Dynasty Trust, of which Brenda M. Hall is the
trustee. Lynn Bateman, the father-in-law of David N. Nemelka, is the sole
manager of the LLC which is deemed to have sole voting and dispositive
powers with respect to these shares. The children of David N. Nemelka are
the beneficiaries of the Trust. This total also includes 35,000 shares
owned by Lynn Bateman and 24,412 shares owned by Brenda M. Hall.
(10) Includes 1,500,000 shares. The Board of Directors of OWOCF is comprised of
David R. Nemelka, Gregory Jackson, John Donelly, John Hewlett, Joseph M.
Udall, Kelly M. Thayer, William Davidson and Lisa Hawthorne.
(11) Includes 1,525,000 shares. The Board of Directors of OWTYF is comprised of
David R. Nemelka, Ingrid F. Nemelka, John Hewlett, Wade Mitchell and Laura
Lee Sorensen.
(12) These shares were held by One World Online Incorporated dba One World
Online Marketing, ("OWOL Marketing") in a fiduciary capacity for the
benefit of the shareholders of OWOL Marketing immediately prior to June 29,
1999 acquisition whereby One World Online.com, Inc. acquired OWOL Marketing
and I Ventures, Inc. dba One World Online Technologies through its
acquisition of all the issued and outstanding common stock of these two
companies.
Series A Preferred Stock
In May 2000 the Company issued 100,000 shares of Series A Convertible
Preferred Stock each (300,000 shares total) to an entity controlled by David N.
Nemelka, President and Chief Executive Officer of the Company, an entity
controlled by Kelly M. Thayer, Chairman of the Company and an entity controlled
by David R. Nemelka and Ingrid F. Nemelka, the parents of David N. Nemelka. The
holders of the Series A Convertible Preferred Stock then contributed the stock
to the OWOL Founders Voting Trust which holds all outstanding Series A Preferred
Stock. David R. Nemelka, Kelly M. Thayer and David N. Nemelka are the
beneficiaries of the OWOL Founders Voting Trust. Except as otherwise required by
applicable law, all voting rights of the Company are vested in and exercised by
the holders of the common stock and Series A Convertible Preferred Stock, voting
as a single group, with each share of common stock being entitled to one (1)
vote and each of the Series A Convertible Preferred shares being entitled to one
hundred (100) votes. As of September 1, 2000, the Series A Preferred Stock
holders have the ability to cast 30,000,000 of the 45,842,334 votes entitled to
vote at a meeting or other action of the stockholders. This does not take into
consideration the additional shares of common stock that are directly or
beneficially owned by the Series A Preferred Stock holders.
The Company is not aware of any arrangements, the operation of which
may, at a subsequent date, result in a change in control of the Company.
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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.
ONE WORLD ONLINE.COM, INC.
(Registrant)
Date: October 23, 2000 By /s/ David N. Nemelka
-----------------------
David N. Nemelka
President, Chief Executive Officer
and Director
Pursuant to the 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 Title Date
/s/ David N. Nemelka President, Chief Executive Officer October 23, 2000
--------------------- and Director (Principal Executive
David N. Nemelka Officer)
/s/ Kelly M. Thayer Chairman of the Board October 23, 2000
---------------------
Kelly M. Thayer
/s/ Paul D. Korth Comptroller (Principal Financial October 23, 2000
--------------------- and Accounting Officer)
Paul D. Korth
/s/ Craig Case Director October 23, 2000
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Craig Case
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