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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 1

     (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 ]


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<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.

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<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.



                                        3
<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.


                                        4
<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.

                                        5
<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.


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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.


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<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.

                                        8
<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.



                                        9
<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.


                                       10
<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.

                                       11
<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.

                                       12
<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.

                                       13
<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.


                                       14
<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.


                                       15
<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.

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.

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.

                                       16
<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


                                       17
<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.

                                       18
<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  18,  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  18,  2000
-----------------
     JOHN  HUGUET


/s/  RANDY  DOTEN        Director          April  18,  2000
-----------------
     RANDY  DOTEN


/s/  HEATHER  NOBLES     Director          April  18,  2000
--------------------
     HEATHER  NOBLES



                                       19
<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.











                                      F-1
<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

                                      F-2
<PAGE>
                             STEFANOU & COMPANY, LLP
                          CERTIFIED PUBLIC ACCOUNTANTS
                          1360 Beverly Road, Suite 305
                          McLean, Virginia  22101-3621
                                  703-448-9200
                               703-448-3515 (fax)
                               mclean@stefanou.com
                                                                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.
                            CONSOLIDATED BALANCE SHEET
                           DECEMBER 31, 1999 AND 1998


                                     ASSETS


<TABLE>
<CAPTION>



<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
                                      F-4
<PAGE>


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



<TABLE>
<CAPTION>



<S>                                                            <C>          <C>

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

                                      F-5
<PAGE>

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



<TABLE>
<CAPTION>



<S>                                   <C>           <C>        <C>                <C>            <C>

                                      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
                                      F-6
<PAGE>

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

<TABLE>
<CAPTION>



<S>                                                                               <C>         <C>


                                                                                       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
                                      F-7
<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.




                                      F-10
<PAGE>


                                  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>