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

                                   FORM 10-KSB

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


|X|  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 For the fiscal year ended December 31, 1999

|_|  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the transition period from _________ to _________

Commission File Number: __________

                              NetworthUSA.com, Inc.
             (Exact name of registrant as specified in its charter)

            Florida                                            95-4720231
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

             8 Gaucho Drive, Rolling Hills Estates, California 90274
              (Address of principal executive offices) (Zip Code)

                                  310.831.9285
              (Registrant's Telephone Number, Including Area Code)


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  preceding 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 |_| No |X|

Check if there is no disclosure of delinquent  filers in response 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. |_|

State issuer's revenues for its most recent fiscal year. $0.00

State the aggregate market value of the 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  price of such  common  equity,  as of a
specified  date within the past 60 days.  (See  definition  of affiliate in Rule
12b-2 of the Exchange Act.)

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

State the number of shares outstanding of each of the issuer's classes of common
equity,  as of the latest  practical  date. As of December 31, 1999,  there were
8,500,000  shares of the  issuer's  $.001  par value  common  stock  issued  and
outstanding.


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                                     PART I

Item 1. Description of Business.

Our Development.  The Company was originally  incorporated as AMERICAN FINANCIAL
SEMINARS,  INC.,  pursuant to the laws of the State of Florida on July 17, 1992.
The Company was inactive through June 1, 1998,  because its corporate powers and
privileges had been suspended by the Florida  Secretary of State (failure to pay
franchise taxes or file reports). The Company was reinstated on June 4, 1998. On
June 5, 1998,  the Company  filed an Amendment to its Articles of  Incorporation
increasing  the  authorized  capital  stock of the Company  from 1,000 shares of
$1.00 par value  common  stock to  50,000,000  shares of $.001 par value  common
stock.  On October 26, 1998,  the Company  filed an Amendment to its Articles of
Incorporation  changing to ENVIRONMENTAL OIL  TECHNOLOGIES,  INC. On January 11,
1999, the Company filed an Amendment to its Articles of  Incorporation  changing
its name to AMERICAN  INDUSTRIAL  MINERALS  GROUP,  INC.  On April 1, 1999,  the
Company filed an Amendment to its Articles of Incorporation changing its name to
NETWORTHUSA.COM,  INC.  (previously  defined as the  "Company").  The  Company's
address  is 8  Gaucho  Drive,  Rolling  Hills  Estates,  California  90274.  The
Company's phone number is (310) 831-9285.

The  Company  has  changed  its  management  personnel  several  times since its
inception in 1992. Specifically,  from 1992 through July 15, 1998, the Company's
sole director was Mark Bryn. On July 15, 1998,  Mr. Bryn resigned and John Xinos
was appointed to serve as the sole  director of the Company.  Mr. Xinos was also
appointed President, Secretary and Treasurer of the Company. On or about January
7, 1999, Mr. Xinos resigned as director,  President,  Secretary and Treasurer of
the Company and Karl Hartz was appointed as a director and President,  Secretary
and Treasurer of the Company.  On or about April 18, 1999, Mr. Hartz resigned as
director, President,  Secretary and Treasurer of the Company and Robert Lockwood
was appointed sole director, President,  Secretary and Treasurer of the Company.
On or about January 14, 2000,  Mr. Andre Pierrard was appointed to the Company's
Board of Directors.  On or about February 4, 2000, Mr. Robert Gove resigned as a
director of the Company.  On or about  February 4, 2000,  Mr. Thomas Burke,  Mr.
Gregory Alan Burns, Mr. David R. Miller and Mr. Salvatore Buffone were appointed
to the Company's  Board of Directors.  On or about that same date, Mr. Burns was
appointed  as  the  Company's  President,  Mr.  Miller  was  appointed  as  Vice
President,  Mr.  Pierrard was appointed as Vice  President  and Chief  Operating
Officer,  Mr. Buffone was appointed Treasurer and Herbert Brugh was appointed as
Secretary.  Mr.  John F. Moody was  appointed  as  Chairman  of the Board of the
Advisory Board. On or about March 27, 2000, Mr. Burns resigned as an officer and
a director of the Company.  The remaining  directors  are:  James Davis,  Robert
Lockwood,  David Miller and Andre  Pierrard.  The current  officers are:  Robert
Lockwood as President and David Miller as Secretary and Treasurer.

Our  Business.  We  originally  organized  under  the  name  AMERICAN  FINANCIAL
SEMINARS,  INC.  for the  purpose  of  engaging  in the  business  of  promoting
financial  seminars.  After changing our name to ENVIRONMENTAL  OIL TECHNOLGIES,
INC., we amended our business plan to contemplate  commercial oil reclamation in
Europe.  After changing our name to AMERICAN INDUSTRIAL MINERALS GROUP, INC., we
amended our business plan to contemplate commercial mining exploration activity.
On January 31,  1999,  we entered into four  contracts  for the  acquisition  of
mineral  rights (or entities  owning  mineral  rights).  On March 31,  1999,  we
determined the financial  requirements for mining  operations in Canada exceeded
our budget  and  rescinded  these four  contracts.  After  changing  our name to
NETWORTHUSA.COM,  INC.,  we  amended  our  business  plan  to  provide  for  the
organization,  development and commercial  exploitation  of an Internet  banking
system offering  international private Internet banking and securities brokerage
services.

Our Subsidiary. In or around March, 2000, we caused  NetworthEurope.com.S.A.  to
be formed in  Luxembourg  as our  subsidiary.  The total  authorized  capital of
NetworthEurope.com.S.A. is 310 shares, 309 of which are owned by the Company and
1 of which is owned by Jim Penning.

Overview of Electronic Banking and Securities  Businesses and Competition.  Over
the past few years, financial  institutions  throughout the world have developed
integrated Internet financial  services,  including online banking and real-time
trading of  securities.  For example,  Royal Bank  Financial  Group,  a Canadian
financial services company with over $270 billion in on-balance sheet assets and
$1 trillion in off-balance  sheet assets,  has been managing  online


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banking and related  Internet  financial  services for over four years through a
website located at www.royalbank.com. This company offers a full range of online
transactional  capabilities  to  consumers  and small  businesses  and  provides
private network packaged software  solutions to commercial and corporate banking
clients.

In the United States,  many major banks offer online banking to their customers.
For example,  Citizens  Bank  maintains a website  which allows its customers to
conduct banking  transactions over the Internet.  Information about the bank and
the other  services it provides are also  included on the  website.  BankNet and
Security  First Network Bank are online banks which allow members to track their
accounts,  write electronic checks and carry out a number of other  transactions
online.  Even regional  banks such as Zions Bank,  with  physical  facilities in
Utah,  have Internet  websites which allow their  customers to conduct  Internet
banking and apply for credit cards or loans online.

In Europe,  major  Swiss  banks such as Banca della  Svizzera  Italiana  ("BSI")
maintain  websites which provide  information and online banking  services to an
international  clientele.  BSI  purports  to be the first Swiss bank to maintain
such a website.  So many  European  banks now offer such  UNISYS,  the  Internet
Banking Site and the Internet  Banking & Financial Index providing  information,
news and directories of banks and their Internet services.  The Internet banking
trend has likewise spread to South America where BradescoNet Internet Banking, a
Brazilian  bank,  offers access to customer  accounts via the Internet,  fax and
telephone.

Just as the banking  industry is moving  online,  securities  brokerage  is also
available on the Internet. There are approximately 100 online securities trading
and brokerage  concerns,  including such early entrants as E-Trade,  Ameritrade,
Charles Schwab and specialty  firms such as AB Watley and  OnlineTradingInc.com.
Online trading is the fastest growing  segment of the brokerage  industry and is
expected to continue to grow  significantly.  In a report  dated March 11, 1999,
independent research firm Forrester Research,  Inc. estimated that the number of
North American households investing online nearly doubled in 1998, reaching just
under 2.4 million by the  beginning of 1999.  They also estimate that the number
of  investors  will  increase  to 4.3 million by the end of 2000.  The  year-end
estimate was surpassed in April 1999. In addition,  recent predictions  foretell
the Internet will account for 60% of commissioned  discount  brokerage  trading,
approximately  $2.2  billion,  by the year 2001. In 1996,  Internet  commissions
accounted for only 15% of the market, or $268 million dollars.

North American  Institutional Brokers ("NAIB"), a market maker in Nasdaq and OTC
Bulletin Board stocks, recently opened a new division, EquityStation (located at
www.equitystation.com),  which  is one  of the  first  online  trading  services
designed for the online investing  community's top bracket of wealthy investors,
money  managers  and  registered   investment  advisors.   EquityStation  offers
multilingual  service to the United States,  European and Latin American markets
and  allows  remote,  real-time  trading  of  equity  securities.  EquityStation
customers  presently  account  for  trading  volume  in  excess  of $6  million.
EquityStation's   operations  for  its  remote,   real-time  trading  of  equity
securities are located in Ft. Lauderdale, Florida. EquityStation employs English
and Spanish speaking Series 7 licensed service  representatives and provides its
customers  with  real-time  display of all market  makers'  bids and offers on a
stock.

We face  other  significant  competition  within  our own  domicile  state.  1st
Internet  Group,  Inc., is a Florida  corporation  formed in 1998 which became a
holding  company in February 1999 by acquiring all of the  outstanding  stock of
the following  three  operating  companies:  1st Discount  Brokerage,  Inc.; 1st
Discount  Insurance,  Inc.; and, Corporate  Accounting Group, Inc., all of which
are  Florida  corporations.  The  first of these  companies  is a  broker-dealer
registered with the Securities and Exchange  Commission ("SEC") and the National
Association of Securities  Dealers ("NASD"),  is currently licensed in 45 states
and is pending registration in all other states.  Through its subsidiaries,  1st
Internet  Group,  Inc. now provides  retail  discount  securities  brokerage and
related  investment/portfolio  management  counseling  services  and  utilizes a
variety of  electronic  media,  including the  Internet,  to service  individual
investors  throughout the United States and  internationally.  This company also
provides annuity and life insurance products to complement and augment the needs
of brokerage and  non-brokerage  clientele and even provides  accounting and tax
preparation services to its brokerage and insurance clientele.

In addition to the direct  competitors  specified  above,  we also will  compete
against  full-commission  and  discount  brokerage  firms,  as well  as  against
financial  institutions,  mutual fund sponsors and other organizations,  many of
which


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are significantly larger than us. Among such competitors are E*Trade Group Inc.,
Charles  Schwab & Co. Inc.,  Quick & Reilly Inc.,  Waterhouse  Securities  Inc.,
Fidelity Brokerage Services Inc. and Datek Securities Corporation. Moreover, our
management  believes  that our target  market for  products  and  services  will
continue to attract additional  competitors such as banks,  insurance companies,
providers of online financial and information services and others as they expand
their product lines. The market for electronic banking and brokerage services is
intensely competitive, rapidly changing and has few barriers to entry.

All of the companies specified above and many new entrants to the online banking
and online  securities  markets,  have greater financial and other resources and
more experience in online banking and securities brokerage, than us. Moreover, a
growing source of competition for Internet banking services comes,  from the use
of mobile  telephones  as a  platform  for smart  card-based  banking  services.
Telecom Italia Mobile ("TIM")  recently  ordered several million smart cards for
deployment  in 1999 to enable its mobile  telephone  customers  to access  TIM's
equity  trading.  Many mobile  phones are digital and digital  mobile  telephone
services are based on the use of a  tamper-resistant  smart card (the Subscriber
Identification  Module,  or "SIM") that provides a much higher level of security
than almost any security software  currently  available for use on the Internet.
The SIM was originally designed to hold a user's  identification  data, enabling
subscribers  to use their  handset on any network  worldwide.  New  applications
utilizing the SIM make the mobile  telephone a formidable  platform for personal
financial services.

The  Swedish  Postal Bank  (Postbanken)  has a service  called  Mobil Smart that
allows  consumers  to make  payments  from their  telephone.  MeritaNordbanken's
customers can check their balance and transaction logs from their mobile phones.
Even  securities  trading can be done by telephone.  Dagens  Industri,  Europe's
fourth largest business daily,  has a pilot program which allows  subscribers to
receive financial data and trade on the Stockholm  Exchange using a telephone or
PDA (personal digital  assistant,  a handheld mobile phone  incorporating  other
features).

There can be no  assurance  that  competitors  have not or will not  succeed  in
developing technologies and products that are more effective than any which have
been or are being  developed by us or which would  render our products  obsolete
and  noncompetitive.   Many  of  our  competitors  have  substantially   greater
experience,  financial and technical  resources  and  production,  marketing and
development capabilities than us.

Risks Associated with International  Operations and Expansion. A key part of our
strategy is to promote and  commercially  exploit our services in  international
markets, as the Internet is an international  medium.  There can be no assurance
that we will be able to successfully  market and operate our services in foreign
markets.  In addition to the uncertainty as to our ability to generate  revenues
from foreign operations and create an international presence,  there are certain
risks inherent in doing business on an international  level,  such as unexpected
changes  in  regulatory  requirements,   export  restrictions,  trade  barriers,
difficulties in staffing and managing foreign operations, longer payment cycles,
problems in collecting accounts receivable, political instability,  fluctuations
in currency  exchange rates,  software piracy,  seasonal  reductions in business
activity  in  certain  other  parts of the world  and  potentially  adverse  tax
consequences,  which could  adversely  impact the  success of our  international
operations.  There can be no assurance that one or more of such factors will not
have a material adverse effect on our potential future international  operations
and, consequently,  on our business,  operating results and financial condition.
In order to attract and retain a user base, we plan significant  expenditures on
sales and marketing, content development, technology and infrastructure. Many of
these expenditures may be planned or committed in advance and in anticipation of
future  revenues.  If our  revenues  in a  particular  quarter are lower than it
anticipates,  it may be unable to reduce spending in that quarter.  As a result,
any shortfall in revenues would likely adversely affect our quarterly  operating
results.

We may sell our  services in  currencies  other than the United  States  Dollar,
which would make the management of currency fluctuations difficult and expose us
to risks in this regard.  Our results of operations are subject to  fluctuations
in the value of various  currencies  against the United States Dollar.  Although
management will monitor our exposure to currency  fluctuations,  there can be no
assurance  that  exchange  rate  fluctuations  will not have a material  adverse
effect on our business, results of operations or financial condition.

Governmental  Regulation.  The banking and securities  industries are subject to
extensive regulation pursuant to federal and state laws. We anticipate providing
our customers with a fully  functional,  secure  Internet  offshore  banking


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and securities  trading facility.  Our business will expose us to risks that are
inherent in the offshore  banking  industry.  We may also become  subject to the
banking and securities regulations of various jurisdictions. The Federal Deposit
Insurance  Corporation  ("FDIC") maintains a website which features a searchable
database of banks with legitimate  charters.  This website solicits reports from
the public  regarding  banking websites which are not  FDIC-insured.  The FDIC's
Suspicious  Internet  Banking  website also specifies that companies  soliciting
assets over the  Internet  without an FDIC charter or  insurance  are  violating
United States'  federal  banking laws.  Unless a bank is state  chartered,  or a
national bank licensed by the United States  Comptroller  of the Currency,  or a
federal bank  registered with the Office of Thrift  Supervision,  Internet banks
offering  services to United  States  citizens  may be  contacted by the Federal
Bureau of Investigation and the Department of Justice, which are the enforcement
arm for complaints provided by the public to the FDIC's website.

The FDIC has also  promulgated new enforcement and review  procedures for online
banking.  The extent of a financial  services  risk  management  program must be
commensurate  with the complexity and  sophistication of the activities in which
it  engages.  For  example,  the FDIC will  evaluate,  among other  things,  the
security  of  internal   networks,   the  security  of  public   networks,   the
functionality   of  electronic   capabilities   (including   informational   and
transactional  capabilities) and the system components and process methodologies
used in  electronic  payment  systems.  Even offshore  institutions  which offer
services to residents of the United  States are subject to the FDIC's review and
enforcement  procedures.  In the event the  Company  was the  subject of an FDIC
complaint  or  investigation,  it could  have a material  adverse  affect on the
operations and profitability of the Company.

The  SEC is  the  federal  agency  responsible  for  administering  the  federal
securities  laws. In general,  broker-dealers  are required to register with the
SEC under the Securities  Exchange Act of 1934, as amended (the "Exchange Act").
The Company is not a registered  broker-dealer.  Pursuant to the  Exchange  Act,
every registered broker-dealer that does business with the public is required to
be a member of and is subject to the rules of the NASD. The NASD has established
Conduct Rules for all securities  transactions among broker- dealers and private
investors,  trading rules for over-the-counter markets and operational rules for
its member firms. The NASD conducts  examinations of member firms,  investigates
possible  violations  of the  federal  securities  laws  and its own  rules  and
conducts   disciplinary   proceedings  involving  member  firms  and  associated
individuals.  The NASD  administers  qualification  testing  for all  securities
principals and registered  representatives  for its own account and on behalf of
the state  securities  authorities.  In the event  the  Company  was found to be
acting in the capacity of a broker-dealer  without having been  registered,  the
Company and its management, might be ordered to cease performing such activities
and may be subject to cease-and-desist  orders and other penalties,  which might
have a material  adverse  affect on the business and  operations of the Company.
Moreover,  regulators  in the United  States and  Canada are  actively  policing
securities  offers and sales in  cyberspace.  As a general rule,  securities can
only be offered and sold to the public after the appropriate regulatory agencies
have  reviewed  and  approved  an  issue's   prospectus  and  other  advertising
information which will be provided to the public. In certain  circumstances,  an
issuer may be exempt from the  prospectus  and  registration  requirements,  but
those exemptions  seldom permit  unrestricted  offers and sales of securities to
the public. Moreover,  although the Regulation S exemption from the registration
requirements of the Securities Act of 1933, as amended ("Act"), is available for
offers and sales of securities  outside the United States,  the global nature of
an online offering on an open system (a system readily  available to the public)
may preclude the possibility of an online Regulation S offering. Absent measures
designed to restrict  access to permitted  offerees,  an online  offering  would
constitute a general solicitation or general advertisement in violation of Rules
505 and  506  (but  not  Rule  504) of  Regulation  D and the  private  offering
exemption of Section 4(2) of the Act.

The SEC has approved general  solicitation on the Internet which has the limited
purpose of locating accredited  investors as long as an investor invests only in
offerings  posted on the system after the investor is first  qualified.  The SEC
also recently adopted a rule that  coordinates  with a new California  exemption
that allows for general solicitation  provided certain conditions are satisfied.
Nonetheless,  offers and sales of  securities  over the  Internet by the Company
will subject the Company to significant  regulatory compliance  requirements and
the  Company's  failure  to  demonstrate  compliance  with  federal  or  foreign
securities  regulations  would have a material  adverse  affect on the Company's
operations.


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We will also become subject to regulations pursuant to state securities laws. An
amendment to the federal  securities  laws  prohibits  the states from  imposing
substantive  requirements on broker-dealers  which exceed those imposed pursuant
to federal law. However,  the recent amendment does not preclude the states from
imposing  registration  requirements on broker-dealers that operate within their
jurisdiction  or  from  sanctioning   these   broker-dealers   for  engaging  in
misconduct.

Other Internet  Regulation.  Due to the  increasing  popularity of the Internet,
various  regulatory  authorities are considering  laws and/or  regulations  with
respect  to online  services  covering  issues  such as user  privacy,  pricing,
content  copyrights  and  quality  of  services.  In  addition,  the  growth and
development of the market for online commerce may prompt more stringent consumer
protection laws that may impose additional burdens on those companies conducting
business online. Furthermore, the applicability of existing laws to the Internet
and other online services in various jurisdictions is uncertain. Finally, as the
Company's  services  become  available over the Internet in multiple  states and
foreign countries, these jurisdictions may claim that the Company is required to
qualify to do business as a foreign  corporation  in each such state and foreign
country.  New  legislation  or the  application  of laws  and  regulations  from
jurisdictions  to online  banking or  brokerage  services  could have an adverse
economic effect on the Company's results of operations.  The Internet is largely
unregulated and the laws governing the Internet remain unsettled,  even in areas
where there has been some  legislative  action.  It may take years to  determine
whether and how existing  laws such as those  governing  intellectual  property,
privacy and taxation apply to the Internet.  In addition,  because of increasing
popularity  and use of the Internet,  many laws and  regulations  may be adopted
with respect to the Internet or other online  services  covering  issues such as
(i) user privacy,  (ii) security,  (iii) pricing,  (iv) content, (v) copyrights,
(vi)  distribution,  (vii)  taxation and (viii)  characteristics  and quality of
services.

Risks Inherent in Internet  Banking.  The FDIC has identified  specific risks of
Internet electronic banking systems, which include the following:  the uncertain
enforceability  of digital  contracts,  agreements and signatures;  user privacy
issues;  contingent  liabilities  resulting  from  user or  participant  claims;
uncertain legal jurisdiction with respect to taxation,  criminal and civil laws;
implications for interstate and international  commerce; an uncertain regulatory
environment,  including  uncertain  applicability of reserve  requirements  when
applied  to  electronic   money;  and  uncertain   acceptability  of  electronic
documentation  and  disclosures   under  various  state,   federal  and  foreign
regulations.  Moreover, audit trails may be lacking in electronic systems, which
results in uncertain  applicability of financial record keeping,  disclosure and
under requirements mandated by the FDIC and the banking regulations it enforces.

Employees.  We currently  have no employees.  Our management  anticipates  using
consultants  for  development  of our financial  services  website,  accounting,
engineering  and legal  services on an  as-needed  basis.  Therefore,  we do not
anticipate  any material  change in the number of  employees  during the next 12
months.

Item 2. Description of Property.

Our  Property.  As of the dates  specified in the following  table,  we held the
following property:

--------------------------------------------------------------------------------
Property                          December 31, 1999            December 31, 1998
--------------------------------------------------------------------------------
Cash and Equivalents              $1,071.00                    $124,990.00
--------------------------------------------------------------------------------

Our Facilities. At this time, we occupy facilities provided by Robert Gove at no
charge.  The office space is located at 8 Gaucho Drive,  Rolling Hills  Estates,
California 90274.

Item 3. Legal Proceedings.

The Company is not aware of any pending  litigation  nor does it have any reason
to believe that any such litigation exists.

Item 4. Submission of Matters to Vote of Security Holders

None


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                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.

We participate in the OTC Bulletin  Board,  an electronic  quotation  medium for
securities  traded  outside of the Nasdaq Stock Market and prices for our common
stock are published on the OTC Bulletin  Board under the trading  symbol "EBUX".
This  market is  extremely  limited  and the  prices  quoted  are not a reliable
indication of the value of our common stock.  Over the last 52 weeks, our common
stock  had a low bid  price of 1 1/4 per share and a high bid price of 2 7/8 per
share. The bid price is currently approximately 1 1/8 per share.

The Company is authorized to issue 50,000,000 shares of common stock,  $.001 par
value, each share of common stock having equal rights and preferences, including
voting  privileges.  The shares of $.001 par value  common  stock of the Company
constitute  equity interests in the Company  entitling each shareholder to a pro
rata  share  of cash  distributions  made to  shareholders,  including  dividend
payments.  The  Bylaws  of the  Company  specify  how  the  cash  available  for
distribution,  whether occurring from operations or sales or refinancing,  is to
be shared among the shareholders.  The holders of the Company's common stock are
entitled  to one vote for each share of record on all  matters to be voted on by
shareholders.  There is no  cumulative  voting with  respect to the  election of
directors of the Company or any other  matter,  with the result that the holders
of more than 50% of the shares  voted for the  election of those  directors  can
elect all of the  Directors.  The  holders  of the  Company's  common  stock are
entitled to receive dividends when, as and if declared by the Company's Board of
Directors from funds legally available therefor;  provided,  however,  that cash
dividends are at the sole discretion of the Company's Board of Directors. In the
event of liquidation,  dissolution or winding up of the Company,  the holders of
common stock are entitled to share ratably in all assets remaining available for
distribution  to them after  payment of  liabilities  of the  Company  and after
provision has been made for each class of stock,  if any,  having  preference in
relation  to the  Company's  common  stock.  Holders of the shares of  Company's
common stock have no conversion,  preemptive or other  subscription  rights, and
there are no redemption provisions applicable to the Company's common stock. All
of the outstanding shares of Company's common stock are duly authorized, validly
issued, fully paid and non-assessable.

Dividend  Policy.  The Company has never declared or paid a cash dividend on its
capital  stock and does not expect to pay cash  dividends on its Common Stock in
the foreseeable future. The Company currently intends to retain its earnings, if
any, for use in its business.  Any  dividends  declared in the future will be at
the  discretion of the Board of Directors and subject to any  restrictions  that
may be imposed by the Company's lenders.

Penny  Stock  Regulation.   The  Commission  has  adopted  rules  that  regulate
broker-dealer practices in connection with transactions in "penny stocks". Penny
stocks are generally  equity  securities  with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq  system,  provided  that current  price and volume  information  with
respect to  transactions  in such  securities  is  provided  by the  exchange or
system).  The penny stock rules require a broker-dealer,  prior to a transaction
in a penny stock not otherwise  exempt from those rules,  deliver a standardized
risk  disclosure  document  prepared by the  Commission,  which (i)  contained a
description  of the nature  and level of risk in the market for penny  stocks in
both public offerings and secondary trading; (ii) contained a description of the
broker's  or  dealer's  duties to the  customer  and of the rights and  remedies
available  to the  customer  with  respect to  violation to such duties or other
requirements  of Securities'  laws;  (iii) contained a brief,  clear,  narrative
description  of a dealer  market,  including  "bid" and "ask"  prices  for penny
stocks and  significance  of the spread between the "bid" and "ask" price;  (iv)
contains a toll-free telephone number for inquiries on disciplinary actions; (v)
defines  significant  terms in the  disclosure  document  or in the  conduct  of
trading in penny stocks; and (vi) contains such other information and is in such
form  (including  language,  type,  size and format),  as the  Commission  shall
require by rule or regulation.  The  broker-dealer  also must provide,  prior to
effecting any  transaction  in penny stock,  the customer (i) with bid and offer
quotations for the penny stock;  (ii) the compensation of the  broker-dealer and
its salesperson in the transaction; (iii) the number of shares to which such bid
and ask prices apply, or other comparable  information relating to the depth and
liquidity  of the  market for such  stock;  and (iv)  month  account  statements
showing the market value of each penny stock held in the customer's  account. In
addition,  the penny stock rules require that prior to a transaction  in a penny
stock not  otherwise  exempt from those  rules;  the  broker-dealer  must make a
special written  determination that


                                       7
<PAGE>


the penny  stock is a suitable  investment  for the  purchaser  and  receive the
purchaser's  written   acknowledgment  of  the  receipt  of  a  risk  disclosure
statement,  a written  agreement to transactions  involving penny stocks,  and a
signed  and  dated  copy  of a  written  suitably  statement.  These  disclosure
requirements  may have the  effect  of  reducing  the  trading  activity  in the
secondary  market for a stock that becomes  subject to the penny stock rules. If
any of the Company's securities become subject to the penny stock rules, holders
of those securities may have difficulty selling those securities.

As of  December  31,  1999,  there were no warrants  to  purchase  common  stock
outstanding.

Item 6. Management's  Discussion and Analysis of Financial  Condition or Plan of
        Operation.

The  following   information   specifies   forward-looking   statements  of  our
management.   Forward-looking   statements  are  statements  that  estimate  the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of  forward-looking  terminology such as
"may",  "will",  "could",  "expect",   "estimate",   "anticipate",   "probable",
"possible", "should", "continue", or similar terms, variations of those terms or
the negative of those terms.  Actual  results may differ  materially  from those
contemplated by the forward-looking statements.

Plan of Operation.  The Company has not received revenue from operations  during
any of the three  fiscal  years  immediately  prior to the filing of this Annual
Report on Form 10-KSB. As of December 31, 1999, the Company had cash reserves of
$1,071.00,  which the Company believes will not satisfy its cash requirement for
the  next  one-hundred  and  twenty  (120)  days.  The  Company  plans  to raise
$1,500,000 through a private offering, or a series of private offerings,  of its
$.001 par value common stock during the next year.  The Company plans to use the
capital raised from such offering to finance the  development and operation of a
website which will provide one-stop, online shopping for financial services. The
Company  anticipates  that its website  will  feature a variety of products  and
services  which will  enable a customer  to buy mutual  funds,  manage  checking
accounts and credit cards,  and buy and sell securities  over the Internet.  The
Company's  primary  marketing focus will be to offer a wide range of banking and
brokerage services to high net worth individuals seeking an offshore vehicle for
banking and investing. In addition, the Company will focus its marketing efforts
on  retail  investors,  pension  managers,  Fortune  500  companies,   portfolio
managers,  banks and other  financial  institutions.  Therefore,  the  Company's
business  will not be  dependent  upon a  single  customer  or a small  group of
customers.  Moreover,  the Company does not anticipate seasonal  fluctuations in
its business activities. The Company's operations will be primarily virtual and,
therefore,  the  Company  does not  anticipate  that  federal,  state  and local
provisions  regulating the discharge of materials into the environment will have
a  material  affect  upon  the  Company's  capital  expenditures,   earnings  or
competitive position.

The Company will offer a wide range of online  investments by means of portfolio
managers and  individual  trading  facilitated  directly  through the  Company's
website.  The Company will also offer access to offshore banking  facilities and
related features. The Company plans to offer the following services:  investment
consulting services;  cash, margin and option accounts;  managed accounts with a
particular  emphasis on position  trading  for active  investors;  and access to
stocks, bonds, mutual funds and money market investments. Customers will be able
to deposit funds using wire transfers,  or registered  mail, and will be able to
withdraw cash from automated  teller  machines,  using credit cards,  or by wire
transfer.

The   Company   has    reserved   six   domain    names:    www.networthusa.com,
www.networthusa.net,        www.networthworld.com,        www.networthworld.net,
www.networtheurope.com, and www.networtheurope.net. The Company has reserved the
right to register  such  domain  names  until  March 25,  2001.  The Company may
register or reserve  additional  domain  names and will  vigorously  enforce its
brand name rights.

In order to execute its business  plan,  the Company  plans to lease  commercial
office space and commence  development of its website.  To that end, the Company
has  entered  into  negotiations  with two  companies  to assist the  Company in
leasing computer equipment and developing its Internet  operations.  The Company
has entered into an oral  agreement  with Adria  Capital  ("Adria")  whereby the
Company  will pay Adria  approximately  $15,000 to  develop a website  which the
Company  would  use for  general  corporate  purposes.  Adria has  reserved  the
above-listed  domain  names on the  Company's  behalf and,  once the Company has
leased the necessary  computer  equipment,  Adria will begin  development


                                       8
<PAGE>


of the Company's general corporate  website.  The Company is also negotiating an
agreement  with Kenil  International  Limited in Luxemburg  ("Kenil"),  formerly
Kelward Overseas Corporation. The Company anticipates it will enter into a final
written  agreement with Kenil pursuant to which the Company  anticipates it will
pay Kenil  approximately  $300,000 to develop  the  operational  structure  of a
website the Company will use for its online banking and brokerage services.

Pursuant  to the terms of the  anticipated  agreement,  Kenil  will  develop  an
Internet website with the banking  infrastructure and operational  capability to
offer  the  financial  services  contemplated  by the  Company.  Kenil  will  be
responsible  for the development of a balanced  investment  portfolio which will
include banking,  trust services,  insurance,  stock brokerage  services,  legal
services, education and accounting. Kenil has proposed a system that would offer
savings accounts,  checking  accounts,  credit cards, ATM access,  international
business company  formation,  7 x 24 trading of brokerage  accounts,  high yield
certificates of deposit and numbered account access to the Company's  customers.
In  addition,  Kenil will  provide  complete  insurance  coverage of all managed
accounts  maintained  on  the  Company's  website.   Moreover,   Kenil  will  be
responsible for recruiting and engaging  qualified  industry  professionals from
the fields of financial operations,  investment banking and brokerage systems to
complete  the  Company's  current  management  and to develop  and  operate  the
Company's website. It will be the joint  responsibility of the Company and Kenil
to  develop  the  Company's  customer  base.  For  an  additional  fee  not  yet
determined, Kenil will continue to provide maintenance services to the Company.

Successful  implementation  of the  Company's  business  plan depends on raising
additional capital and the performance by Kenil of its obligations.  The failure
of the Company to raise the necessary capital or failure of Kenil or other third
parties to perform their  obligations  pursuant to  agreements  with the Company
would significantly affect the Company's prospects for successfully  developing,
operating  and  commercially   exploiting  its  proposed  Internet  banking  and
securities services.  Moreover, the failure of the Company to attract additional
management with securities and online banking  experience would adversely affect
the Company's prospects for its proposed business operations.

Results of  Operations.  The  Company  has not yet  realized  any  revenue  from
operations,  nor does it expect to in the foreseeable future. The Company's only
source of  liquidity  in the next 12 months will be the sale of its  securities.
The Company has limited cash  reserves  and is dependent on raising  significant
funds in order to  develop  and  commercially  exploit  its  financial  services
website.  In the event the  Company is unable to raise  significant  funds,  the
Company will be unable to implement its business plan.

Our  success is  materially  dependent  upon our  ability to satisfy  additional
financing requirements. We are reviewing our options to raise substantial equity
capital.  We  cannot  estimate  when we will  begin to  realize  positive  gross
revenue.  In order to satisfy  our  requisite  budget,  management  has held and
continues to conduct  negotiations  with various  investors.  We anticipate that
these  negotiations  will  result in  additional  investment  income  for us. To
achieve and  maintain  competitiveness,  we may be required to raise  additional
substantial funds. We anticipate that we will need to raise significant  capital
to  develop,  promote and conduct  its  operations.  Such  capital may be raised
through public or private financing as well as borrowing and other sources.

There can be no  assurance  that  funding for our  operations  will be available
under favorable terms, if at all. If adequate funds are not available, we may be
required to curtail operations significantly or to obtain funds by entering into
arrangements  with  collaborative  partners  or others  that may  require  us to
relinquish  rights to certain  products and services that we would not otherwise
relinquish.

The Company's Plan of Operations  for Next 12 Months.  The Company has continued
to review its  business  plan and  evaluate  various and  opportunities.  We are
actively  pursuing our goal to establish a financial  portal,  able to carry out
the various  aspects of banking  and  brokerage.  Our  initial  focus will be to
assess entrance  through asset management  operations.  The Company is reviewing
potential acquisition of asset management operations, developing a new operation
or some combination of these alternatives on an offshore basis.

Asset  management  would require the Company to develop and provide a wide range
of  client  financial  services  such  as  stock  trading,  banking,  insurance,
mortgages  and other  related  functions.  The  company  estimates  that it will
require


                                       9
<PAGE>


$500,000 in working capital to achieve  beginning  operations  during the next 6
months.  The  Company  has  identified  potential  investors  for a new  private
placement on terms to be negotiated.

The Company's newly created subsidiary, NETWORTHEUROPE.COM.S.A.,  in Luxembourg,
will be utilized to initiate asset  management  activities  for the Company.  To
effectively  operate  and  fulfill  the  capital   requirements  of  operations,
management  believes that an additional  $1,500,000 working capital will have to
be raised in the subsequent 6 month's period.

Liquidity and Capital  Resources.  We have been in the  development  stage since
July 17, 1992  (inception).  AS of December 31,  1999,  we have not realized any
revenues  from our  operations.  The  Statement of Cash Flows for the year ended
December 31, 1999, indicate a net loss of $32,490.00,  compared to a net loss of
$120,450.00 during the same period in 1999. We cannot predict when we will begin
realizing  positive revenue.  For the year ended December 31, 1999, we had total
expenses of $32,490.00. During the same period in 1998, we had total expenses of
$120,450.00.  The expenses resulted from payments made for: consulting services;
legal fees;  and general and  administrative  expenses.  We are not aware of any
trends, demands,  commitments or uncertainties that will result in our liquidity
decreasing or increasing in a material way.

Item 7. Financial Statements

Copies of Financial  Statements  specified in Regulation  228.310 (Item 310) are
filed with this Annual Report on Form 10-KSB.


Item 8. Changes in and Disagreements with Accountants.

There have been no changes in or  disagreements  with the Company's  accountants
since the formation of the Company required to be disclosed pursuant to Item 304
of Regulation S-B.

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons.

Executive Officers and Directors.  We are dependent on the efforts and abilities
of certain of our senior  management.  The  interruption  of the services of key
management could have a material  adverse effect on our operations,  profits and
future  development,  if suitable  replacements  are not promptly  obtained.  We
anticipate  that we will enter into  employment  agreements with each of our key
executives;  however,  no assurance can be given that each executive will remain
with us  during  or  after  the  term  of his or her  employment  agreement.  In
addition,  our success depends,  in part, upon our ability to attract and retain
other  talented  personnel.  Although  we believe  that our  relations  with our
personnel are good and that we will continue to be successful in attracting  and
retaining qualified personnel, there can be no assurance that we will be able to
continue to do so. All  officers  and  directors of the Company will hold office
until their resignation or removal.

Our directors and principal executive officers are as specified on the following
table:

--------------------------------------------------------------------------------
Name and Address              Age    Position
--------------------------------------------------------------------------------
Robert C. Lockwood            39     President, and a director
--------------------------------------------------------------------------------
Andre Pierrard                       Director
--------------------------------------------------------------------------------
James Davis                   57     Director
--------------------------------------------------------------------------------
David Miller                         Secretary, Treasurer and a director
--------------------------------------------------------------------------------

Robert C. Lockwood is the President and a director of the Company.  From 1980 to
1985 Mr.  Lockwood was the owner of Squeeky Clean window washing in the province
of Ontario,  Canada. From 1985 to 1990, Mr. Lockwood was the owner of Garfield's
Snack Bar & Grill in Vancouver,  British Columbia, Canada. From 1990 to 1995 Mr.
Lockwood  was the owner of  Garfield's  Snack Bar & Grill  located  in  Kamlope,
British  Columbia,  Canada.  From 1995


                                       10
<PAGE>


to the present Mr. Lockwood has been the owner and operator of Dream Development
& Landscape, located in Surrey, British Columbia, Canada.

Andre  Pierrard is a director of the Company.  Mr.  Pierrard has  experience  in
international banking with a focus on European business.  Mr. Pierrard began his
25-year  banking  career  with  the  Banque  Generale  du  Luxembourg   ("Banque
Generale") in 1973. His  responsibilities  at Banque  Generale  included 9 years
with  the  Stock  Exchange  Department  and 8 years  with  the  Investment  Fund
Department.  In 1990, Mr.  Pierrard became a Senior Dealer of the Money Market &
Exchange  Department  and was asked to sit on the Board of  Directors  of Banque
Generale,  where  he  served  until  1998,  when  he  retired.  Among  the  many
achievements  throughout his Banque Generale career, Mr. Pierrard has served as:
Judge Assessor at the Social Court of  Arbitration in Luxembourg;  Member of the
Commission at the Social Security for Employees for Luxembourg;  and as a Member
of the Commission at the Pension Fund for Employees, Luxembourg.

James  Davis is a director  of the  Company.  Mr.  Davis  received a Bachelor of
Sciences degree in 1964 and a Bachelor of Arts degree in  Communications in 1966
from St.  Dunstans  University in Canada.  In 1970,  Mr. Davis was  designated a
Certified  General  Accountant.  Mr.  Davis  worked for Revenue  Canada as a tax
auditor  from 1966 to 1975.  From 1975 to 1991,  Mr.  Davis was a  self-employed
business  consultant.  MR. Davis spent several years with the  government of the
Northwest  Territories and spent the past 15 years with the Canada Department of
Indian and Northern Development as an auditor. Mr. Davis retired from government
work in late 1996.

David R.  Miller is the  Secretary  and  Treasurer  of the  Company as well as a
director.  Mr. Miller brings experience in International  Finance.  Mr. Miller's
focus in recent years has been on bringing European and North American companies
together.  Mr. Miller has extensive  knowledge in American and Western  European
Financial Institutions.

There is no family relationship between any of the officers and directors of the
Company. Other than the officers, there are no significant employees expected by
the Company to make a significant contribution to the business of the Company.

There  are no  orders,  judgments  or  decrees  of any  governmental  agency  or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license,  permit or other  authority  to engage in the  securities
business or in the sale of a particular  security or  temporarily or permanently
restraining  any  officer  or  director  of  the  Company  from  engaging  in or
continuing any conduct,  practice or employment in connection  with the purchase
or sale of  securities,  or convicting  such person of any felony or misdemeanor
involving a security, or any aspect of the securities business or of theft or of
any felony, nor are any officer or director of the Company so enjoined.

Item 10. Executive Compensation

Any compensation received by our officers,  directors,  and management personnel
will be determined  from time to time by our Board of  Directors.  Our officers,
directors,  and management  personnel  will be reimbursed for any  out-of-pocket
expenses incurred on our behalf.

Summary  Compensation Table. The table set forth below summarizes the annual and
long-term  compensation for services in all capacities to the Company payable to
our Chief Executive Officer and our other executive  officers whose total annual
salary  and  bonus is  anticipated  to exceed  $50,000  during  the year  ending
December 31, 2000.  Our Board of Directors  may adopt an incentive  stock option
plan for our executive officers which would result in additional compensation.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                          Annual                    Other Annual        All Other
Name and Principal Position       Year    Salary ($)    Bonus ($)   Compensation ($)    Compensation
-----------------------------------------------------------------------------------------------------
<S>                               <C>      <C>           <C>           <C>               <C>
Robert Lockwood, President        2000     None          None          None              None
-----------------------------------------------------------------------------------------------------
David Miller, Secretary,          2000     None          None          None              None
-----------------------------------------------------------------------------------------------------
</TABLE>


                                       11
<PAGE>


Compensation of Directors. Our directors who are also employees receive no extra
compensation for their service on our Board of Directors.

Compensation to Officers and Directors of the Company. In January 1999 and prior
to Robert C.  Lockwood's  appointment  as the  President  and a director  of the
Company,  the Company paid Mr. Lockwood $94,000 for consulting services rendered
to the Company. In addition, during the year 1999, the Company reimbursed Robert
E. Gove, the Secretary and a director of the Company,  approximately $285.00 for
out-of-pocket  expenses  incurred on behalf of the  Company.  As of December 31,
1997 and with the exception of the two payments disclosed supra, no compensation
has been paid or accrued to any of the officers or directors of the Company.

Employment Contracts.  We have not entered into any employment contracts.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

The following  table sets forth  certain  information  regarding the  beneficial
ownership  of our common  stock as of  December  31,  1999 by (i) each person or
entity known by us to be the beneficial owner of more than 5% of the outstanding
shares of common stock, (ii) each of our directors and named executive officers,
and (iii) all of our directors and executive officers as a group.

<TABLE>
<CAPTION>
                             Name and Address of                    Amount and Nature of
Title of Class               Beneficial Owner                       Beneficial Owner                           Percent of Class
--------------               -------------------                    --------------------                       ----------------
<S>                          <C>                                    <C>                                                <C>
$.001 Par Value Common       Robert Lockwood, 12746                 900,000 shares, President, Director                10.6%
Stock                        Campbell Place
                             Surrey, British Columbia,
                             Canada V3V 6C8

$.001 Par Value Common       James Davis, 15 Davis Lane,            100,000 shares, Director                           1.2%
Stock                        Kiersteadville, New Brunswick,
                             Canada E5T 3M4

$.001 Par Value Common                                              All directors and named executive                  11.8%
Stock                                                               officers as a group
</TABLE>

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Commission  and generally  includes  voting or investment  power with respect to
securities.  In accordance  with  Commission  rules,  shares of our common stock
which may be  acquired  upon  exercise of stock  options or  warrants  which are
currently  exercisable or which become exercisable within 60 days of the date of
the table are deemed  beneficially owned by the optionees.  Subject to community
property  laws,  where  applicable,  the persons or entities  named in the table
above have sole voting and  investment  power with  respect to all shares of our
common stock indicated as beneficially owned by them.

Changes in Control.  Management of the Company is not aware of any  arrangements
which  may  result in  "changes  in  control"  as that  term is  defined  by the
provisions of Item 403 of Regulation S-B.

Item 12. Certain Relationships and Related Transactions.

Transactions with Promoters.  There were no transactions with promoters,  except
for the following.

The Company  authorized  and issued  975,000  shares of common  stock to Mark J.
Bryn,  Esq.,  the   incorporator  and  initial  promoter  of  the  Company,   as
compensation  for his management  and  organizational  services  provided to the
Company.  In July  1998,  Mr.  Bryn  transferred  900,000  shares  to  Robert C.
Lockwood,  the President and a director of the Company.  Mr. Bryn currently owns
75,000 shares of the common stock of the Company.


                                       12
<PAGE>


Related Party Transactions.  There have been no related party transactions which
would be required to be disclosed pursuant to Item 404 of Regulation S-B, except
for the following:

In July  1998,  Mark J. Bryn,  Esq.,  the  Company's  incorporator  and  initial
promoter,  transferred  900,000 shares of his common stock pursuant to a private
transaction to Robert L. Lockwood, the President and a director of the Company.

In addition, Karl J. Harz was the Company's President,  Secretary, Treasurer and
sole director from January 1999 to April 1999.  In September  1999,  the Company
paid Mr.  Harz  $1,000  for  consulting  services  regarding  general  corporate
matters.

An officer of the  Company  loaned the Company  $5,000.00  on or about April 29,
1999. The note carries and annual interest rate of 8% and is due on demand.

Item 13. Exhibits and Reports on Form 8-K

3.1  Articles of Incorporation dated July 17, 1992* (Charter document)

3.2  Reinstatement of Corporation dated June 4, 1998* (Charter document)

3.3  Articles of  Amendment  to Articles  of  Incorporation  dated June 5, 1998*
     (Charter document)

3.4  Articles of Amendment to Articles of Incorporation  dated October 26, 1998*
     (Charter document)

3.5  Articles of Amendment to Articles of Incorporation  dated January 11, 1999*
     (Charter document)


3.6  Articles of  Amendment  to Articles of  Incorporation  dated April 1, 1999*
     (Charter document)

27   Financial Data Schedule

*    Previously filed as exhibits to Registration  Statement on Form 10-SB filed
     on October 13, 1999.



                                       13
<PAGE>



                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)

                        December 31, 1999, 1998 and 1997


<PAGE>



/Letterhead/
                             Schvaneveldt & Company
                           Certified Public Accountant
                        275 East South Temple, Suite #300
                           Salt Lake City, Utah 84111
                                 (801) 521-2392

Darrell T. Schvaneveldt, C.P.A.

                           Independent Auditors Report

Board of Directors
NETWORTHUSA.Com., Inc.
(A Development Stage Company)

I have audited the  accompanying  balance  sheets of  NETWORTHUSA.Com.,  Inc. (a
development  stage  company),  as of December 31, 1999,  1998 and 1997,  and the
related statements of operations,  stockholders'  equity, and cash flows for the
years ended December 31, 1999, 1998 and 1997. These financial statements are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in accordance with generally  accepted auditing  standards.
Those standards  require that I 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 the significant  estimates made by
management, as well as evaluating the overall financial statements presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion,  the aforementioned  financial  statements present fairly, in all
material  respects,  the  financial  position  of  NETWORTHUSA.Com.,   Inc.,  (a
development  stage  company),  as of December 31, 1999,  1998 and 1997,  and the
results of its  operations  and its cash flows for the years ended  December 31,
1999,  1998  and  1997,  in  conformity  with  generally   accepted   accounting
principles.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  The Company  has no  operating  capital or
operation  from  which  to  obtain  operating   capital.   These  factors  raise
substantial  doubt about the Company's  ability to continue as a going  concern.
Management's plans in regard to these matters are also discussed in Note #5. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/S/ Schvaneveldt & Company
Salt Lake City, Utah
March 16, 2000


<PAGE>

                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                                 Balance Sheets
                        December 31, 1999, 1998 and 1997


                                            December     December     December
                                            31, 1999     31, 1998     31, 1997
                                            ---------    ---------    ---------
       Assets
Current Assets
   Cash                                     $   1,071    $ 124,990    $     -0-
                                            ---------    ---------    ---------

Other Assets
   Domain Name                                    420          -0-          -0-
                                            ---------    ---------    ---------

       Total Assets                         $   1,491    $ 124,990    $     -0-
                                            =========    =========    =========


       Liabilities & Stockholders' Equity

Current Liabilities
   Accounts Payable                         $   3,606    $ 124,615    $     -0-
   Note Payable - Shareholder                   5,000          -0-          -0-
                                            ---------    ---------    ---------

       Total Current Liabilities                8,606      124,615          -0-

Stockholders' Equity
   Common Stock; 50,000,000 Shares
     Authorized at $0.001 Par Value;
     8,500,000; 3,500,000 Shares
     & 1,000,000 Shares Issued &
     Outstanding Retroactively Restated         8,500        3,500        1,000
   Paid In Capital                            139,825      119,825        1,500
   Deficit Accumulated in the
     Development Stage                       (155,440)    (122,950)      (2,500)
                                            ---------    ---------    ---------

       Total Stockholders' Equity              (7,115)         375          -0-
                                            ---------    ---------    ---------

       Total Liabilities &
       Stockholders' Equity                 $   1,491    $ 124,990    $     -0-
                                            =========    =========    =========

    The accompanying notes are an integral part of these financial statement


                                       3
<PAGE>



                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                            Statements of Operations
              Accumulatedfrom July 17, 1992 (Inception) to December
                    31, 1999 (Unaudited) for the Years Ended
                        December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                   Year            Year           Year
                                                  Ended           Ended          Ended
                                               December        December       December
                              Accumulated      31, 1999        31, 1998       31, 1997
                              -----------      --------        --------       --------
<S>                           <C>            <C>            <C>            <C>
Revenues                      $       -0-     $      -0-     $      -0-    $      -0-

Expenses
   Consulting Services            107,500         13,500         94,000           -0-
   Legal Fees                      28,730          8,730         20,000           -0-
   General & Administrative        19,210         10,260          6,450           -0-
                              -----------    -----------    -----------    ----------

       Total Expenses             155,440         32,490        120,450           -0-
                              -----------    -----------    -----------    ----------

       Net Loss               ($  155,440)   ($   32,490)   ($  120,450)   $      -0-
                              ===========    ===========    ===========    ==========

       Loss Per Share                        ($      .00)   ($      .10)   $      -0-

       Weighted Average
       Shares Outstanding                      7,388,888      1,208,000     1,000,000
</TABLE>

    The accompanying notes are an integral part of these financial statement


                                       4
<PAGE>

                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                        Statement of Stockholders' Equity
               From July 17, 1992 (Inception) to December 31, 1999


<TABLE>
<CAPTION>
                                                 Common Stock       Paid In  Accumulated
                                      Shares           Amount       Capital      Deficit
                                     ---------------------------------------------------
<S>                                   <C>              <C>          <C>         <C>
Balance, July 17, 1992 (Inception)          -0-        $   -0-      $   -0-     $   -0-

Shares Issued for Services
Retroactively Restated                1,000,000         1,000        1,500

Loss for Year Ended
December 31, 1992                                                                (2,500)
                                     ---------------------------------------------------

Balance, December 31, 1992            1,000,000         1,000        1,500       (2,500)

No Activity from January 1, 1993
to January 1, 1998

Shares Issued for Cash at
$0.05 Per Share                       2,500,000         2,500      122,500

Cost of Shares Sold                                                 (5,675)

Contributed Capital                                                  1,500

Loss for Year Ended
December 31, 1998                                                              (120,450)
                                     ---------------------------------------------------

Balance, December 31, 1998            3,500,000         3,500      119,825     (122,950)

Shares Issued for Cash at
$0.005 Per Share                      5,000,000         5,000       20,000

Loss for Year Ended
December 31, 1999                                                               (32,490)
                                     ---------------------------------------------------

Balance, December 31, 1999            8,500,000    $    8,500   $  139,825   ($ 155,440)
                                     ===================================================
</TABLE>

    The accompanying notes are an integral part of these financial statement


                                       5
<PAGE>


                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
                  Accumulated from July 17, 1992 (Inception) to
                                December 31, 1999
            and for the Years Ended December 31, 1999, 1998 and 1997


<TABLE>
<CAPTION>
                                                                                 Year Ended           Year Ended          Year Ended
                                                                                   December             December            December
                                                             Accumulated           31, 1999             31, 1998            31, 1997
                                                             -----------         ----------           ----------          ----------
<S>                                                            <C>                 <C>                 <C>                 <C>
Cash Flows from Operating Activities
   Net Loss                                                    ($155,440)          ($ 32,490)          ($120,450)          $     -0-
   Non Cash Expenses                                               2,500                 -0-                 -0-                 -0-
   (Decrease) Increase in Operating
     Liabilities;
       Accounts Payable                                            3,606            (121,009)            124,615                 -0-
                                                               ---------           ---------           ---------           ---------

         Net Cash Provided (Used)
         by Operating Activities                                (149,334)           (153,499)              4,165                 -0-

Cash Flows from Investing Activities
   Domain Name                                                      (420)               (420)                -0-                 -0-

Cash Flows from Financing Activities
   Loans from Shareholders                                         5,000               5,000                 -0-                 -0-
   Cash from Sale of Common Shares                               144,325              25,000             119,325                 -0-
   Cash Contributed by Shareholders                                1,500                 -0-               1,500                 -0-
                                                               ---------           ---------           ---------           ---------

         Net Cash Provided by
         Financing Activities                                    150,825              30,000             120,825                 -0-
                                                               ---------           ---------           ---------           ---------

         Net Increase (Decrease) in
         Cash                                                      1,071            (123,919)            124,990                 -0-

         Cash at Beginning of Period                                 -0-             124,990                 -0-                 -0-
                                                               ---------           ---------           ---------           ---------

         Cash at End of Period                                 $   1,071           $   1,071           $ 124,990           $     -0-
                                                               =========           =========           =========           =========

Disclosure from Operating Activities

   Interest Expense                                            $     -0-           $     -0-           $     -0-           $     -0-
   Taxes                                                             -0-                 -0-                 -0-                 -0-
</TABLE>

    The accompanying notes are an integral part of these financial statement


                                       6
<PAGE>


                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements

NOTE #1 - Organization

The  Company  was  organized  on July 17,  1992  under  the laws of the state of
Florida, as American Financial  Seminars,  Inc. On October 26, 1998, the Company
filed  an  Amendment  to the  Articles  of  Incorporation  changing  its name to
Environmental  Oil  Technologies,  Inc. On January  11,  1999,  the  Articles of
Incorporation  were amended  changing its name to American  Industrial  Minerals
Group, Inc. On April 1, 1999, Articles of Amendment were filed changing the name
to NETWORTHUSA.Com., Inc.

The Company is currently considered to be a development stage company.

NOTE #2 - Significant Accounting Policies

A.   The Company uses the accrual method of accounting.

B.   Revenues and directly  related  expenses are  recognized in the period when
      the goods are shipped to the customer.

C.   The Company  considers all short term,  highly liquid  investments that are
     readily  convertible,  within  three  months,  to  known  amounts  as  cash
     equivalents. The Company currently has no cash equivalents.

D.   Basic  Earnings  Per Shares are  computed by dividing  income  available to
     common  stockholders  by the  weighted  average  number  of  common  shares
     outstanding during the period. Diluted Earnings Per Share shall be computed
     by including  contingently issuable shares with the weighted average shares
     outstanding during the period. When inclusion of the contingently  issuable
     shares would have an antidilutive effect upon earnings per share no diluted
     earnings per share shall be presented.

E.   Inventories: Inventories are stated at the lower of cost, determined by the
     FIFO method or market.

F.   Depreciation:  The cost of property and equipment is  depreciated  over the
     estimated  useful  lives  of the  related  assets.  The  cost of  leasehold
     improvements is amortized over the lesser of the length of the lease of the
     related  assets of the  estimated  lives of the  assets.  Depreciation  and
     amortization is computed on the straight line method.

G.   Estimates:  The preparation of the financial  statements in conformity with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and assumptions that affect the amounts reported in the financial
     statements and accompanying  notes.  Actual results could differ from those
     estimates.

H.   New Technical  Pronouncements;  In February 1997, SFAS No. 129, "Disclosure
     of Information  about Capital  Structure" was issued  effective for periods
     ending  after  December 15,  1997.  The Company has adopted the  disclosure
     provisions  of SFAS No. 129 effective  with the fiscal year ended  December
     31, 1998.


    The accompanying notes are an integral part of these financial statement


                                       7
<PAGE>


                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-

NOTE #2 - Significant Accounting Policies -Continued-

     In June 1997,  SFAS No. 130,  "Reporting  Comprehensive  Income" was issued
     effective for fiscal years  beginning after December 31, 1997, with earlier
     application  permitted.  The  Company  has  elected  to adopt  SFAS No. 130
     effective  with the fiscal year ended  December 31, 1998.  Adoption of SFAS
     No.  130  is not  expected  to  have a  material  impact  on the  Company's
     financial statements.

     In June 1997,  SFAS No. 131,  "Disclosures  about Segments of an Enterprise
     and  Related  Information"  was  issued  for fiscal  year  beginning  after
     December 31,  1997,  with earlier  application  permitted.  The Company has
     elected to adopt  SFAS No.  131,  effective  with the  fiscal  years  ended
     December  31,  1998.  Adoption  of SFAS No. 131 is not  expected  to have a
     material impact on the Company's financial statements.

     In February 1998, SFAS No. 132,  "Employer's  Disclosure about Pensions and
     Other Post-Retirement Benefits" was issued for fiscal years beginning after
     December 15, 1998.  Adoption of SFAS 132 did not have a material  impact on
     the Company financial statements.

     In June 1998,  SFAS No. 133,  "Accounting  for Derivative  Instruments  and
     Hedging  Activities"  was issued for fiscal years  beginning after June 15,
     1999.  It is  anticipated  that SFAS No. 133,  will have no effect upon the
     Company's financial statements.

NOTE #3 - Income Taxes

The  Company  has  adopted  FASB 109 to account  for income  taxes.  The Company
currently  has no issues  that  create  timing  differences  that would  mandate
deferred tax expense.  Net operating  losses would create possible tax assets in
future years. Due to the uncertainty as to the utilization of net operating loss
carryforwards  an  evaluation  allowance  has been made to the extent of any tax
benefit that net operating losses may generate.

The Company has  incurred  losses that can be carried  forward to offset  future
earnings if conditions of the Internal  revenue Codes are met.  These losses are
as follows:

    Year of Loss                    Amount            Expiration Date
    -----------------------------------------------------------------
            1992                $    2,500                       2012
            1993                       -0-                       2013
            1994                       -0-                       2014
            1995                       -0-                       2015
            1996                       -0-                       2016
            1997                       -0-                       2017
            1998                   120,450                       2018
            1999                    32,490                       2019


                                       8
<PAGE>


                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-


NOTE #3 - Income Taxes -Continued-
                                                                        1999
     Current Tax Asset Value of Net Operating Loss Carryforwards   ---------
       at Current Prevailing Federal Tax Rate                      $  52,849
     Evaluation Allowance                                            (52,849)
                                                                   ---------
              Net Tax Asset                                        $     -0-
                                                                   =========
              Current Income Tax Expense                           $     -0-
              Deferred Income Tax Benefit                                -0-

NOTE #4 - Stockholders' Equity

Common Stock;

     The Company  currently has  50,000,000  shares of common stock,  with a par
     value of $0.001 authorized.

Non Cash Financing Activities;

     In 1992, the Company issued 1,000,000 shares for services valued at $2,500.

Stock Split;

     Pursuant  to actions of the Sole  Director  taken on June 1, 1998 the 1,000
     issued and  outstanding  shares of the Company  were split on a 1,000 for 1
     basis.  Retroactive  restatement of the issued shares have been made on the
     balance sheets,  statement of stockholders'  equity, and in the computation
     of earnings (loss) per share.

Issuance of Common Shares for Cash;

     On December 30, 1998, the Company issued in a Private  Placement  under Reg
     D.-Rule 504,  2,500,000 shares of its common stock at a unit price of $0.05
     per unit (see common stock  warrants  below).  The Company  realized  gross
     proceeds from the sale of the shares of $125,000.  From the gross  proceeds
     the Company  paid $5,675 in legal fees  incidental  to the  issuance of the
     shares.

Common Stock Warrants;

     The shares of common stock  issued on December  30, 1998,  were issued at a
     unit price of $0.05. Included in the unit were stock warrants for 5,000,000
     shares at an exercise price of $0.175 per share.  The warrants  entitle the
     holder to purchase  one  additional  share of common stock for each warrant
     held at any time on or before one year from the date of  acquisition of the
     units by the purchaser.

Contributed Capital;

     On June 1, 1998,  the Company was  reinstated in the state of Florida.  The
     Sole  Director,  an Officer of the Company  paid $1,500 in costs,  fees and
     delinquencies to accomplish the reinstatement. The Company issued no shares
     as compensation and will make no reimbursement to the  Director/Officer for
     the cost of reinstatement.


                                       9
<PAGE>


                             NETWORTHUSA.Com., Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements -Continued-


NOTE #5 - Going Concern

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable  to a going concern  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the Company has little uncommitted cash and has experienced
losses from inception.  Without realization of additional adequate financing, it
would be unlikely  for the Company to pursue and  realize  its  objectives.  The
Company is  currently  negotiating  a Private  Placement  of its common stock to
provide working capital for its domestic and foreign operations.

NOTE #6 - Related Party Transactions

An Officer of the Company  loaned to the Company  $5,000 on April 29, 1999.  The
note carries an annual interest rate of 8% and is due on demand.

NOTE #7 - Subsequent Events

In January  2000,  the Board of  Directors  approved a Private  Placement in the
amount of $500,000.  On February 9, 2000, the Company  received in  subscription
funds $500,000.  In March 2000, the Company elected not to complete the $500,000
Private  Placement  by  issuing  the  subscribed  shares  and  returned  to  the
subscribers  $425,778 and  committed to return the balance of $74,222,  no later
than April 27,  2000,  no  interest  is to be paid or  accrued on the  remaining
balance due. In the event the Company is unable to return the funds by April 27,
2000 an officer and director has agreed to loan sufficient  funds to the Company
to repay the full amount due.

In March 2000,  the Company formed a corporation in Luxembourg as a wholly owned
subsidiary. The Luxembourg corporation is NetworthEurope.Com S.A.


                                       10
<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned in the City of Newport Beach, California, on April 12, 2000.

                                               NetworthUSA.com, Inc.,
                                               a Florida corporation


                                               By:  /S/ Randy Miller
                                                   ---------------------------
                                                    Randy Miller
                                               Its: Secretary and Treasurer