FORM 10-KSB

         ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999.

                             WORLD ASSOCIATES, INC.
                 (Name of Small Business Issuer in its charter)

        NEVADA                                          88-040690
       (State)                              (I.R.S. Employer Identification No.)

              2949 Dessert Inn Road, Suite 0ne, Las Vegas, NV 89121
               (Address of principal executive offices) (Zip Code)

                            Issuer's telephone number
                                 (702) 914-6092

Securities to be registered under Section 12(b) of the Act. Not applicable

Securities to be registered under Section 12(g) of the Act: Common Stock, $.001
par value per share

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 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..................

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 is $10,000 (See definition of affiliate
in Rule 12b-2 of the Exchange Act.) [Amended in Release No. 33-7419 (P. 85,938),
effective June 13, 1997, 62 F.R. 26387.]

Note: If determining whether a person is an affiliate will involve an
unreasonable effort and expense, the issuer may calculate the aggregate market
value of the common equity held by non-affiliates on the basis of reasonable
assumptions, if the assumptions are stated.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

Yes .X..    No ...

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

As of March 31, 2001 there were 43,296,000 common shares issued of which
37,296,000 common shares are outstanding.



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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").

Transitional Small Business Disclosure Format (check one):

Yes . . . No . X. .

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This registration statement contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and
Section 27A of the Securities Act of 1933, as amended, and is subject to the
safe harbors created by those sections. These forward-looking statements are
subject to significant risks and uncertainties, including information included
under Items 1 and 2 of this registration statement, which may cause actual
results to differ materially from those discussed in such forward-looking
statements. The forward-looking statements within this registration statement
are identified by words such as "believes", "anticipates", "expects", "intends",
"may", "will" and other similar expressions regarding the Company's intent,
belief and current expectations. However, these words are not the exclusive
means of identifying such statements. In addition, any statements which refer to
expectations, projections or other characterizations of future events or
circumstances and statements made in the future tense are forward-looking
statements. Readers are cautioned that actual results may differ materially from
those projected in the forward looking statements as a result of various
factors, many of which are beyond the control of the Company. The Company
undertakes no obligation to publicly release the results of any revisions to
these forward-looking statements which may be made to reflect events or
circumstances occurring subsequent to the filing of this registration statement
with the SEC. Readers should note that the safe harbor described in the
Litigation Reform Act does not apply to initial public offerings nor does it
apply to statements made by a registrant that has issued penny stock during the
three year period preceding the date on which the statements are made. The
Company's stock can be considered penny stock. Finally, readers are urged to
carefully review and consider the various disclosures made by the Company in
this registration statement.

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ITEM 1.  DESCRIPTION OF BUSINESS: BUSINESS DEVELOPMENT SINCE INCEPTION:

World Associates, Inc., formerly LA Investment Associates, Inc. (the "Company")
was incorporated in Nevada on June 19, 1990, under the name of American Long
Distance Services, Inc. The Company's founders were Linda Friedman and Barry
Friedman, none of whom have been associated in any capacity with the Company
since February 1991. Thereafter the officers of the Company were Paul W. Andre,
M. Paula Rowe, and Sandra J. Andre, none of whom have been associated with the
Company since May 1999. The Company changed its name to LA Associates, Inc. in
August 1990, and then to LA Investment Associates, Inc. on October 19, 1998. On
September 19, 2000 the Company changed its name to World Associates, Inc. and
its symbol changed to WAIV. As of December 31, 2000, the Company has received
no revenues from business operations.

On August 11, 2000, HomeTrend, Inc. entered into an agreement to purchase the
assets of Pyromid, Inc. (a company in bankruptcy). The purchase price of
$200,000 is to be paid with a $5,000 deposit upon signing of the asset purchase
agreement, a proposed credit of $25,000 from the previous company that withdrew
their offer to purchase these assets, and $170,000 was to be paid by November
20, 2000. World Associates, Inc. agreed to provide some funds toward the
purchase of these assets, to fund a portion of the operational expenses and use
its best efforts, along with HomeTrend, Inc., to raise funds to close the asset
purchase and fund a plan of operations. The transaction is collateralized by
408,000 shares (see Note 8) of the Company's stock, which is owned by several
shareholders. As of December 31, 2000, the Company has expended $72,462, of
which $67,462 has been charged to operations and $5,000 has been recorded as a
deposit on the asset purchase. World Associates, Inc. took an assignment of
HomeTrend, Inc.'s agreement to acquire the Pyromid assets as security for the
funds it invested when HomeTrend failed to fund any portion of operations or
make payments toward the purchase of the Pyromid Assets as required. The Company
ceased funding operations and is waiting for HomeTrend to fund its share of
operations for Pyromid. HomeTrend is currently in default on its agreement to
acquire the Pyromid Assets and its agreement with the Company, although it is
attempting to put up collateral it was obligated to provide under its agreement
with the Company. It will require significant investment before these assets
could be put into production creating a viable operating business.

The Pyromid assets include the tools and dyes to manufacture an entire line of
high quality stainless steel, universal fuel stoves along with some inventory
and raw materials. Universal fuel stoves can burn any bio-mass fuel. This might
include sticks, twigs, charcoal briquettes or other simple freely available
fuel. These products are useful during emergencies, disaster preparedness and
other recreational uses. The stoves fold flat and are portable. They can heat to
very high temperatures using only fuel that can be collected from foliage
debris. The Red Cross has used these products to respond to disaster situations.
The Red Cross also set up a special nonprofit fund, the first of its type, so
money can be donated (the donor gets a tax deduction) that is used to purchase
and stock pile pyromid products in response to disaster situations. These
products require NO petrochemical fuel to operate. There is a fully equipped
factory already tooled to produce these products in Eugene, Oregon. They could
be produced abroad at a lower cost. Several million dollars was spent on this
Pyromid, Inc. to bring the products to market before it filed for bankruptcy.

On November 12, 2000 the Company entered into an agreement with Vanguard Space
Corporation ("Vanguard") and David R. Scott ("DRS"). Pursuant to the agreement
the Company was to provide $1.6 million to fund Vanguard's Remote Cockpit
project in return for 51% ownership of International Space and Technology, Inc.
("IST"). IST was to contain patents and technology transferred by DRS. One
Remote Cockpit unit was to be built and used for various missions. Prior to the
agreement IST was a wholly owned subsidiary of the Company that the parties
agreed to use for the transaction. IST remains a wholly owned subsidiary at this
time. The Company advanced Vanguard $125,000 and also issued 1,000,000
(4,000,000 post-split shares, see Note 7) shares of restricted common stock in
exchange for 15% of the outstanding stock of Vanguard. The contract called for
$500,000 payment by November 17, 2000 and the balance in 60 days. It was not
possible to meet those terms so the Company requested and received an extension
of the agreement for which it issued an additional 50,000 (200,000 post split)
shares of restricted stock as consideration. On December 31, 2000 Vanguard
terminated the agreement with the Company so it could pursue other options for
funding since the Company could not provide the financing at that time. To date
the Company has received 500,000 (2,000,000 post split) shares back from DRS and
assurance that the remaining shares 500,000 (2,000,000 post split) and the
50,000 (200,000 post split) shares given for the extension are in process and
are being returned. Matters relating to the stock issued in connection with the
proposed transaction are still pending including stock powers to transfer
Company shares back. During this interim period the Vanguard stock issued to the
Company in exchange for its shares was completely written off by our auditors
since no financial statements were available to the Company to establish a value
on the Vanguard shares as of the date of this filing. If and when the shares of
the respective parties are returned as anticipated this write down will be

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subject to revision. The Company anticipates that the $125,000 advanced to
Vanguard may either by returned or converted to equity in Vanguard projects on
some terms. The funds advanced to Vanguard were made available to the Company by
its President and majority shareholder. Since the disposition of the funds could
not be determined as of the date of this filing the Company assigned any right
to this receivable to back to the majority shareholder in return for being
released from its Note to the Company. Vanguard and the Company have remained in
contact. In the event the Company is able to obtain funding the parties may
pursue other Vanguard related opportunities. To date the Company has not been
able to obtain commitments for this funding due to poor market conditions.

The Company continues to locate and negotiate with a business entity for a
merger, or some other business combination, of that target into the Company. In
certain instances, a target company may wish to become a subsidiary of the
Company or may wish to contribute assets to the Company rather than merge. No
assurances can be given that the Company will be successful in locating or
negotiating with any target company.

The Company was formed to provide a method for a foreign or domestic private
company to become a reporting ("public") company whose securities are qualified
for trading in the United States secondary market. There are certain perceived
benefits to being a reporting company with a class of publicly-traded securities
qualified for trading in the United States secondary market. These are commonly
thought to include the following:

         *        the ability to acquire assets or businesses using funds raised
                  in a public offering, by registering securities with the SEC,
                  or by issuing restricted securities.
         *        increased visibility;
         *        the facilitation of borrowing from financial institutions;
         *        improved trading efficiency;
         *        shareholder liquidity;
         *        greater ease in subsequently raising capital;
         *        compensation of key employees through stock options;
         *        enhanced corporate image;
         *        a presence in the United States capital markets.

A business entity, if any, which may be interested in a business combination
with the Company may include the following:

         *        a company for whom a primary purpose of becoming public is the
                  use of its securities for the acquisition of assets or
                  businesses;
         *        a company which is unable to find an underwriter of its
                  securities or is unable to find an underwriter of securities
                  on terms acceptable to it;
         *        a company which wishes to become public with less dilution of
                  its common stock than would occur upon an underwriting;
         *        a company which believes that it will be able obtain
                  investment capital on more favorable terms after it has become
                  public;
         *        a foreign company which may wish an initial entry into the
                  United States securities market;
         *        a special situation company, such as a company seeking a
                  public market to satisfy redemption requirements under a
                  qualified Employee Stock Option Plan;
         *        a company seeking one or more of the other perceived benefits
                  of becoming a public company.

A business combination with a target company may involve the transfer to the
target company of the majority of the issued and outstanding common stock of the
Company, and the substitution by the target business of its own management and
board of directors No assurances can be given that the Company will be able to
enter into a business combination, as to the terms of a business combination, or
as to the nature of the target company.

The proposed business activities described herein classify the Company as a
"blank check" company. See "GLOSSARY". The Securities and Exchange Commission
and many states have enacted statutes, rules and regulations limiting the sale
of securities of blank check companies.

The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so under the
Securities Exchange Act of 1934, as amended.

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The Company's business is subject to numerous risk factors, including the
following:

NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had no
operating history nor any revenues or earnings from operations. The Company has
no significant assets or financial resources. The Company will, in all
likelihood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company can consummate a business combination with a target company.

SPECULATIVE NATURE OF THE COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the target company. While
management intends to seek business combinations with entities having
established operating histories, there can be no assurance that the Company will
be successful in locating candidates meeting such criteria. In the event the
Company completes a business combination the success of the Company's
operations, most likely, will be dependent upon management of the target company
and numerous other factors beyond the Company's control.

SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. The
Company is and will continue to be an insignificant participant in the business
of seeking mergers with and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital firms, are
active in mergers and acquisitions of companies which may be merger or
acquisition target candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and, consequently, the Company will be at a
competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete with numerous other small public companies in seeking merger or
acquisition candidates.

NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION-NO STANDARDS FOR
BUSINESS COMBINATION. The Company has no arrangement, agreement or understanding
with respect to engaging in a merger with or acquisition of a business entity.

The Company has not established a specific length of operating history or a
specified level of earnings, assets, net worth or other criteria which it will
require a target business opportunity to have achieved, or without which the
Company would not consider a business combination with such business entity.
Accordingly, the Company may enter into a business combination with a business
entity having no significant operating history, losses, limited or no potential
for earnings, limited assets, negative net worth or other negative
characteristics.

CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting up to 30 hours per month
to the business of the Company. The Company's President and majority shareholder
has not entered into a written employment agreement with the Company and he is
not expected to do so in the foreseeable future. The Company has not obtained
key man life insurance. Notwithstanding the combined limited experience and
limited time commitment of management, loss of the services of this individual
would adversely affect development of the Company's business and its likelihood
of continuing operations. See "MANAGEMENT."

CONFLICTS OF INTEREST-GENERAL. The Company's President may participate in other
ventures which may compete directly with the Company. Additional conflicts of
interest and non-arms length transactions may also arise in the future. See
"ITEM 6. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."

REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") requires
companies subject thereto to provide certain information about significant
acquisitions including certified financial statements for the company acquired
covering one or two years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target companies to
prepare such statements may significantly delay or essentially preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the reporting
requirements of the Exchange Act are applicable.

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LACK OF DIVERSIFICATION. The Company's proposed operations, even if successful,
will in all likelihood result in the Company engaging in a business combination
with only one business opportunity. Consequently, the Company's activities will
be limited to those engaged in by the business which the Company merges with or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.

REGULATION. Although the Company will be subject to regulation under the
Exchange Act, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company does not intend
to be engaged in the business of investing or trading in securities. However, if
as a result of acquisitions, the Company does hold passive investment interests
in a number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940. (See "Acquisition Restrictions")

PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of the Company's common stock will, in all likelihood, result in
shareholders of a target company obtaining a controlling interest in the
Company. Any such business combination may require the Company's majority
shareholder to sell or transfer all or a portion of the Company's common stock
held by him, and to resign as a member of the Board of Directors and an officer
of the Company. The resulting change in control of the Company could result in
removal of the current president and majority shareholder and the other
directors of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.

REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION. The
Company's primary plan of operation is based upon a business combination with a
business entity which, in all likelihood, will result in the Company issuing
securities to shareholders of such business entity. The issuance of previously
authorized and unissued common stock of the Company would result in reduction in
the percentage of shares owned by the present shareholders of the Company and
would most likely result in a change in control or management of the Company.

ASPECTS OF BLANK CHECK COMPANIES. The Company may enter into a business
combination with a business entity that desires to establish a public trading
market for its shares if the Company has shares that are trading publicly. A
target company may attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business combination with the
Company. Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such an
offering, loss of voting control to public shareholders or the inability to
obtain an underwriter or to obtain an underwriter on terms satisfactory to the
Company. There is no assurance that a trading market will ever develop in the
Company's securities.

TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. The
Company intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the target company;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to the transaction.

YEAR 2000. The Year 2000 problem is the result of computer programs being
written using two digits (rather than four) to define the applicable year. Any
programs that have date-sensitive software or equipment that has time-sensitive
embedded components may recognize a date using "00" as the year 1900 rather than
the Year 2000. This could result in a major system failure or miscalculations.
The Company has no computers and will not face any Year 2000 related problems.
The Company will not enter into an acquisition transaction with any business
that has an unresolved Year 2000 problem.

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REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY BUSINESS
OPPORTUNITIES. Management of the Company will request that any potential
business opportunity provide audited financial statements. One or more
attractive business opportunities may choose to forego the possibility of a
business combination with the Company rather than incur the expenses associated
with preparing audited financial statements. Such audited financial statements
may not be available. In such case, the Company intends to obtain certain
assurances as to the target company's assets, liabilities, revenues and expenses
prior to consummating a business combination, with further assurances that an
audited financial statement would be provided after closing of such a
transaction. Closing documents relative thereto may include representations that
the audited financial statements will not materially differ from the
representations included in such closing documents.

The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business and raise the capital it will require
through the issuance of equity securities, debt securities, bank borrowings or a
combination thereof.

ITEM 2. PLAN OF OPERATION

The Company intends to merge with or acquire a business entity in exchange for
the Company's securities. The Company anticipates seeking out a target business
through solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. No estimate can be made as to the
number of persons who will be contacted or solicited.

The Company has no full time employees. The Company's majority shareholder and
its President and a Director has agreed to allocate a portion of his time to the
activities of the Company, without compensation to the date of this filing. He
anticipates that the business plan of the Company can be implemented by his
devoting approximately 30 hours per month to the business affairs of the
Company. Consequently, conflicts of interest may arise with respect to the
limited time commitment by him. He expects in the future to become involved with
other companies which have a business purpose similar to that of the Company. A
conflict may arise in the event that another company, or a company to be formed,
with which management is affiliated seeks a target business. See "ITEM 6.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS." The Certificate
of Incorporation of the Company provides that the Company may indemnify officers
and/or directors of the Company for liabilities, which can include liabilities
arising under the securities laws. Therefore, assets of the Company could be
used or attached to satisfy any liabilities subject to such indemnification.

The Company expects to consummate a transaction with a viable candidate in the
next twelve months, but there is no assurance this will take place. The Company
continues to keep aware of potential acquisition targets through a network of
contacts, by attending information sessions about companies and by researching
opportunities.

GENERAL BUSINESS PLAN

The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity presented to it by persons or
firms who or which desire to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act. The Company
will not restrict its search to any specific business, industry, or geographical
location and the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is not meant to be
restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. The Company's sole officer
anticipates that it will be able to participate in only one business venture
because the Company has nominal assets and limited financial resources. See PART
F/S, "FINANCIAL STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.

The Company may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes. The Company
may acquire assets and establish wholly-owned subsidiaries in various businesses
or acquire existing businesses as subsidiaries.

The Company anticipates that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous



firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, and providing liquidity for
shareholders and other factors. Business opportunities may be available in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities difficult and complex.

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The Company has, and will continue to have, no capital with which to provide the
owners of business opportunities. However, management believes the Company will
be able to offer owners of acquisition candidates the opportunity to acquire
ownership interest in a publicly registered company without incurring the cost
and time required to conduct an initial public offering. The officer and
director of the Company has not conducted market research and is not aware of
statistical data to support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.

The analysis of new business opportunities will be undertaken by, or under the
supervision of, the sole officer of the Company, who is not a professional
business analyst. In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available; the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be anticipated to
impact the proposed activities of the Company; the potential for growth or
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name identification; and other
relevant factors. To the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above factors. The Exchange
Act requires that any merger or acquisition candidate comply with certain
reporting requirements, which include providing audited financial statements to
be included in the reports to be filed under the Exchange Act. The Company will
not acquire or merge with any company for which audited financial statements
cannot be obtained at or within a reasonable period of time after closing of the
proposed transaction.

The sole officer of the Company, which in all likelihood will not be experienced
in matters relating to the business of a target company, will rely upon his own
efforts in accomplishing the business purposes of the Company. It is anticipated
that outside consultants or advisors may be utilized by the Company to assist in
the search for qualified target companies. If the Company does retain such an
outside consultant or advisor, any cash fee earned by such party will need to be
paid by the prospective merger/acquisition candidate, as the Company has limited
cash assets with which to pay such obligation. The Company may pay all or some
of such consultant's or advisor's fee with previously authorized but unissued
shares.

The Company will not restrict its search for any specific type of firms, but may
acquire a venture which is in its preliminary or development stage, which is
already in operation, or in any stage of its business life. It is impossible to
predict at this time the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital, may desire
to have its shares publicly traded, or may seek other perceived advantages which
the Company may offer.

ACQUISITION OF OPPORTUNITIES

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present Management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's sole officer
and majority shareholder may, as part of the terms of the acquisition
transaction resign and be replaced by one or more new directors without a vote
of the Company's shareholders or may sell his stock in the Company.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance upon an exemption from registration under applicable federal
and state securities laws. In some circumstances, however, as a negotiated
element of its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or at specified
times thereafter. If such registration occurs, of which there can be no
assurance, it may be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has consummated a
business combination and the Company is no longer considered a blank check
company. The issuance of substantial additional securities and their potential
sale into any trading market which may develop in the Company's securities may
have a depressive effect on the market value of the Company's securities in the
future if such a market develops, of which there is no assurance.

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While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a "tax-free" reorganization under Sections
351 or 368 of the Internal Revenue Code of 1986, as amended (the "Code").

With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which target
company shareholders would acquire in exchange for all of their shareholdings in
the target company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will in all likelihood hold a
substantially lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to significant
reduction in the event the Company acquires a target company with substantial
assets. Any merger or acquisition effected by the Company can be expected to
have a significant dilutive effect on the percentage of shares held by the
Company's shareholders at such time.

The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties, will specify certain events of
default, will detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing, will outline the
manner of bearing costs, including costs associated with the Company's attorneys
and accountants, and will include other terms.

The Company will not acquire or merge with any entity which cannot provide
audited financial statements at a closing of the proposed transaction or
represent that it will provide audited financial statements within a reasonable
period of time after closing of the proposed transaction. The Company will be
subject to all of the reporting requirements included in the Exchange Act.
Included in these requirements is the duty of the Company to file audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as a
requirement to file audited financial statements in its annual report on Form
10-K (or 10-KSB, as applicable). If such audited financial statements are not
available at closing, or within time parameters necessary to insure the
Company's compliance with the requirements of the Exchange Act, or if the
audited financial statements provided do not conform to the representations made
by the target company, the closing documents may provide that the proposed
transaction can voided at the discretion of the present management of the
Company.

The Company's sole officer and majority shareholder has provided funds needed
for operations to date together with other sales of restricted securities. The
current cash requirements of the Company are minimal, less than $25,000 per
year.

There is no minimum or maximum amount such shareholder, or any other
shareholder, may advance to the Company. The Company may call on its
shareholders or use its stock to cover expenses if necessary. Should funds to
cover expenses become unavailable there is a risk the Company would no longer be
able to function or could lose it status as a public company.

ACQUISITION RESTRICTIONS

The Company may acquire a company or business by purchasing, trading or selling
the securities of such company or business. However, the Company does not intend
to engage primarily in such activities. Specifically, the Company intends to
conduct its activities so as to avoid being classified as an "investment
company" under the Investment Company Act of 1940, and therefore avoid
application of the costly and restrictive registration and other provisions of
the Investment Company Act of 1940 and the regulations promulgated thereunder.
Section 3(a) of the Penny Stock Reform Act expects from the definition of an
"investment company" an entity which does not engage primarily in the business
of investing, reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading "investment securities"
(defined as "all securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceed 40% of the value of its
total assets (excluding government securities, cash or cash items). The Company
intends to implement its business plan in a manner which will result in the
availability of this exception from the definition of "investment company."
Consequently, the Company's acquisition of a company or business through the
purchase and sale of investment securities will be limited. Although the Company
intends to act to avoid classification as an investment company, the provisions
of the Investment Company Act of 1940 are extremely complex and it is possible
that it may be classified as an inadvertent investment company. The Company
intends to vigorously resist classification as an investment company, and to
take advantage of any exemptions or exceptions from applications of the



Investment Company Act of 1940, which allows an entity a one time option during
any three-year period to claim an exemption as a "transient" investment company.
The necessity of asserting any such resistance, or making any claim of
exemption, could be time consuming and costly, or even prohibitive, given the
Company's limited resources.

                                       9


<PAGE>

The Company's plan of business may involve changes in its capital structure,
management, control and business, especially if it consummates a reorganization
as discussed above. Each of these areas is regulated by the Investment Company
Act of 1940, which regulation has the purpose of protecting purchasers of
investment company securities. Since the Company does not intend to register as
an investment company, the investors in the Company's securities will not be
afforded these protections.

COMPETITION

The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company and
there are many other registered blank check companies which will compete for
acquisition candidates. In view of the Company's extremely limited financial
resources and limited management availability, the Company will continue to be
at a significant competitive disadvantage compared to the Company's competitors.

ITEM 3.  DESCRIPTION OF PROPERTY

The Company has no properties and at this time has no agreements to acquire any
properties. The Company currently uses the offices of its sole officer at no
cost to the Company. The sole officer agreed to continue this arrangement until
the Company completes an acquisition or merger.

ITEM 4.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS: GENERAL

The Company has not transacted business from formation through December 31, 2000
and had a net loss of ($538,534) for the period. The Company had nominal assets
at December 31, 2000. The Company's ability to acquire a business is dependent
on its raising financing through the sale of equity and/or debt securities.

ITEM 5. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

The number of shares of common stock owned by its Company directors, officers
and by each person who owns legally and beneficially more than five percent of
the Company's issued and outstanding common stock as of December 31, 2000 is
shown below. Unless otherwise indicated all ownership is both legal and
beneficial.

NAME AND ADDRESS                  # OF SHARES              PERCENTAGE
-------------------     ------------------------------     -----------
Randall Prouty
c/o World Associates, Inc.            24,000,000            64.38%
2949 E. Dessert Inn Road Suite One
Las Vegas, NV  89121

Jonathan Lichtman
c/o World Associates, Inc.            1,200,000              3.22%
2949 E. Dessert Inn Road Suite One
Las Vegas, NV  89121

Stephen Danner
c/o World Associates, Inc.            1,200,000              3.22%
2949 E. Dessert Inn Road Suite One
Las Vegas, NV  89121

All Executive Officers and Directors
as a Group (1 person)                26,400,000             70.82%


ITEM 6. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

The names, ages and terms of office of directors and executive officers of the
Company are set forth in the following table:

NAME                       AGE            POSITIONS               DIRECTOR SINCE
---------------            ---            ---------               --------------
Randall Prouty             48             Pres, Sec, Dir          May 1999
Jonathan Lichtman          47             Director                December 2000
Stephen Danner             46             Director                December 2000

                                       10


<PAGE>

Each director is elected by holders of a majority of the Common Stock to serve
for a term of one year and until his successor is elected and qualified, which
is generally at the annual meeting of stockholders. Officer(s) serve at the will
of the board, subject to possible future employment agreements which would
establish term, salary, benefits and other conditions of employment.

Randall Prouty - Biography
--------------------------

In 1997 Mr. Prouty co-founded Advanced Communication Technologies, Inc., (OTC:BB
ADVC), a telecommunications company involved in developing next generation
wireless equipment for teleco level use, and where he still a shareholder and
serves as a Director. And finally, he is the sole owner of Bristol Capital,
Inc., a firm active in consulting and business development work for companies
seeking access to capital markets, and through which he is incubating other
business ventures. Mr. Prouty was exposed the public markets in the early 1990's
while assembling commercial real estate assets used to back REMICs (mortgage
backed securities) offered by Donaldson, Lufkin and Jenrette and others. Mr.
Prouty is a licensed real estate and mortgage broker in the State of Florida and
is considered an expert in real estate finance. Mr. Prouty has a technical
background that includes being a qualified webmaster and hostmaster and has
experience developing e-businesses on the web while the CEO of an interactive
media company and as an independent entrepreneur.

Jonathan Lichtman - Biography
-----------------------------
Mr. Lichtman was appointed a Director of the Company on December 1, 2000, and is
currently an attorney with the Boca Raton law firm of Levinson & Lichtman, LLP,
where he specializes in structuring corporate and partnership transactions
including real estate syndications. Mr. Lichtman is also currently a general
partner and owner of numerous real estate partnerships in New York, North
Carolina and Florida. Prior to forming his current firm, Mr. Lichtman was an
attorney since 1988 with English, McCaughan & O'Bryan, P.A., where he performed
legal work for domestic and international clients. Mr. Lichtman obtained his
J.D. degree, cum laude, from Syracuse University College of Law and his LLM
degree in taxation from the University of Miami School of Law. He is also a
certified public accountant and is licensed to practice law in Florida and New
York. He is a Director and general counsel for Advanced Communications
Technologies, Inc., a public corporation trading on the OTC Bulletin Board that
currently is developing technology for wireless communications.

Stephen Danner - Biography
--------------------------

He has more than 20 years of experience in both national and regional public
accounting firms and is a partner in Kane, Hoffman, & Danner, PA. Mr. Danner has
a diverse tax and financial planning practice and is considered an expert in the
area of tax and estate planning. His firm is also a member of the SEC Practice
Section of the AICPA. He is a past president of Carrfour Corporation (a
nonprofit developer of permanent housing for the homeless), past president of
The Epilepsy Foundation of South Florida, member of the Greater Miami Chamber of
Commerce's Board of Governors and a past president of the Greater Miami Tax
Institute.

BLANK CHECK COMPANIES

Mr. Prouty has not been, nor is he currently an officer, director, or control
person of a blank check company other than the Company.

CONFLICTS OF INTEREST

The Company's President and Director may organize other companies of a similar
nature and with a similar purpose as the Company. Consequently, there are
potential inherent conflicts of interest in acting as an officer and director of
the Company. Insofar as the officer and director is engaged in other business
activities, Management anticipates that it will devote only a minor amount of
time to the Company's affairs. The Company does not have a right of first
refusal pertaining to opportunities that come to Management's attention insofar
as such opportunities may relate to the Company's proposed business operations.

The terms of a business combination may provide for payment by cash or otherwise
to the current shareholders of the Company for the purchase of their common
stock of the Company by a target business. The current shareholders would
directly benefit from such payment. Such benefits may influence Management's
choice of a target business.

Upon a merger or other transaction with the Company some of the common stock
owned by the majority shareholder may be purchased. The amount of common stock
sold cannot be determined at this time.




Management may agree to pay finder's fees, as appropriate and allowed, to
unaffiliated persons who may bring a target business to the Company where that
referral results in a business combination. The amount of any finder's will be
subject to negotiation, and cannot be estimated at this time.

                                       11


<PAGE>

INVESTMENT COMPANY ACT OF 1940

Although the Company will be subject to regulation under the Exchange Act,
management believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company does not intend to be
engaged in the business of investing or trading in securities. However, if as a
result of acquisitions, the Company does hold passive investment interests in a
number of entities, the Company could be subject to regulation under the
Investment Company Act of 1940.

ITEM 7. EXECUTIVE COMPENSATION.

The Company's President and majority shareholder has not received any
compensation for his services to date. No retirement, pension, profit sharing,
stock option or insurance programs or other similar programs have been adopted
by the Company. There has been a resolution past to provide compensation in the
amount of 50,000 common shares to each of the Directors of the Company for
serving for a period of one current year. These shares have not been issued as
of the date of this filing.

ITEM 8. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On April 3, 2000 the Company issued a total of 3,000,000 shares of Common Stock
(12,000,000 post split) in consideration for a $50,000 promissory note to the
Company.

NAME                           NUMBER OF SHARES             CONSIDERATION
---------------------          -----------------         ----------------------

Randall Prouty (1)                3,000,000              $50,000 Promissory Note

(1) Randall Prouty may be deemed a "parent" and "promoter" of the Company as
those terms are defined under the Securities Act. There are no other "parents"
or "promoters" of the Company.

The proposed business activities described herein classify the Company as a
"blank check" company. See "GLOSSARY". The Securities and Exchange Commission
and many states have enacted statutes, rules and regulations limiting the sale
of securities of blank check companies. Management does not intend to undertake
any efforts to cause a market to develop in the Company's securities until such
time as the Company has successfully implemented its business plan described
herein.

ITEM 9. DESCRIPTION OF SECURITIES.

The following statements summarized the material provision of the certificate of
incorporation and bylaws. The authorized capital stock of the Company was
increased on October 17, 2000 to 125,000,000 shares of Common Stock, par value
$.001 per share and 5,000,000 shares of preferred stock, par value $.001 per
share. Reference is made to the more detailed provisions of, and such statements
are qualified in their entirety by reference to, the Certificate of
Incorporation and the By-laws, copies of which are filed as exhibits to this
initial registration statement.

COMMON STOCK

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common stock do not have
cumulative voting rights. Holders of common stock are entitled to share ratably
in dividends, if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefor. In the event
of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. Holders of common stock have no preemptive rights to
purchase the Company's common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.

The issuance of shares of Preferred Stock, or the issuance of rights to purchase
such shares, could be used to discourage an unsolicited acquisition proposal,
further, such issuance of a series of Preferred Stock might impede a business
combination by including class voting rights that would enable the holder to
block such a transaction, or facilitate a business combination by including
voting rights that would provide a required percentage vote of the stockholders.
In addition, under certain circumstances, the issuance of Preferred Stock could
adversely affect the voting power of the holders of the Common Stock and all the
right of the common stockholders. Although the Board of Directors is required to
make any determination to issue such stock based on its judgment as to the best
interests of the stockholders of the Company, the Board of Directors could act
in a manner that would discourage an acquisition attempt or other transaction
that some, or a majority, of the stockholders might believe to be in their best



interests or in which stockholders might receive a premium for their stock over
the then market price of such stock. The Board of Directors does not at present
intend to seek stockholder approval prior to any issuance of currently
authorized stock, unless otherwise required by law or stock exchange rules. The
Board of Directors has also elected to opt out of the Delaware Anti-Takeover
Statutes. This would make it easier for parties presently not associated with
the Company to obtain control of the Company without approval of the
shareholders.

                                       12


<PAGE>

DIVIDENDS

The Company does not expect to pay dividends. Dividends, if any, will be
contingent upon the Company's revenues and earnings, if any, capital
requirements and financial conditions. The payment of dividends, if any, will be
within the discretion of the Company's Board of Directors.

GLOSSARY

"Blank Check" Company: As defined in Section 7(b)(3) of the Securities Act: A
"blank check" is a development stage company that has no specific business plan
or purpose or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies and is issuing "penny
stock" securities as defined in Rule 3a51-1 of the Exchange Act.

Securities Exchange Act: The Securities Exchange Act of 1934, as amended.

"Penny Stock" Security: As defined in Rule 3a51-1 of the Exchange Act, a "penny
stock" security is any equity security other than a security (i) that is a
reported security (ii) that is issued by an investment company (iii) that is a
put or call issued by the Option Clearing Corporation; (iv) that has a price of
$5.00 or more (except for purposes of Rule 419 of the Securities Act); (v) that
is registered on a national securities exchange; (vi) that is authorized for
quotation on the Nasdaq Stock Market, unless other provisions of Rule 3a51-1 are
not satisfied; or (vii) that is issued by an issuer with (a) net tangible assets
in excess of $2,000,000, if in continuous operation for more than three years or
$5,000,000 if in operation for less than three years or (b) average revenue of
at least $6,000,000 for the last three years.

Securities Act: The Securities Act of 1933, as amended.

Small Business Issuer: As defined in Rule 12b-2 of the Exchange Act, a "Small
Business Issuer" is an entity (i) which has revenues of less than $25,000,000
(ii) whose public float (the outstanding securities not held by affiliates) has
a value of less than $25,000,000 (iii) which is a United States or Canadian
issuer (iv) which is not an Investment Company and (v) if a majority-owned
subsidiary, whose parent corporation is also a small business issuer.

PART II

ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock is quoted under the stock symbol "WAIV" on the OTC
Pink Sheets. The following table sets forth the approximate high and low bid and
asked quotations for the Company's Common Stock for the four quarters ended
December 31, 2000. These quotations are inter-dealer quotations without retail
markup, markdown or commissions and may not represent actual transactions.

Quarter ended:               High Bid      Low Bid        High Ask       Low Ask
--------------               --------      -------        --------       -------

January 1, 2000 THRU          .60           .20             .65           .25
March 31, 2000

April 1, 2000 THRU            .65           .20             .75           .25
June 30, 2000

July 1, 2000 THRU             .75           .50             .75           .50
September 30, 2000

September 30, 2000 THRU       .65           .20             .75           .25
December 31, 2000

Recent Prices:

Jan 2, 2001 THRU               .08          .01             .10           .02
March 31, 2001

The closing high bid and low asked quotations for the Company's common stock on
March 31, 2001 was $.01 and $.03 respectively.

                                       13


<PAGE>

NUMBER OF STOCKHOLDERS. As of December 31, 2000, the Company had sixty three
(63) stockholders of record and an estimated 100 beneficial shareholders.

(a) The Securities and Exchange Commission has adopted Rule 15g-9 which
established the definition of a "penny stock." For purposes relevant to the
Company, a penny stock is any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. By this standard the common shares in the Company
should be considered penny stock and as such it may be more difficult for
investors to resell their common stock. For any transaction involving a penny
stock, unless exempt, the rules require: (i) that a broker or dealer approve a
person's account for transactions in penny stocks and (ii) the broker or dealer
receive from the investor a written agreement to the transaction, setting forth
the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment experience and
objectives of the person; and (ii) make a reasonable determination that the
transactions in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made the
suitability determination and (ii) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Disclosure also
has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.

The National Association of Securities Dealers, Inc. (the "NASD"), which
administers the NASDAQ Stock Market, has established certain criteria for
initial and continued eligibility for listing on the NASDAQ Stock Market. In
order to qualify for listing on the NASDAQ SmallCap Market, a company must have
at least (i) net tangible assets of $4,000,000 or market capitalization of
$50,000,000 or net income for two of the last three years of $750,000; (ii)
public float of 1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year, $50,000,000 in market
capitalization. For continued listing on the NASDAQ SmallCap Market, a company
must have at least (i) net tangible assets of $2,000,000 or market
capitalization of $35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value of
$1,000,000; (iii) a bid price of $1.00; (iv) two market makers; and (v) 300
shareholders.

There can be no assurances that, upon a successful merger or acquisition, the
Company will qualify its securities for listing on the NASDAQ SmallCap Market or
a national or regional exchange, or be able to maintain the maintenance criteria
necessary to insure continued listing. The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such qualification
may result in the discontinuance of the inclusion of the Company's securities.
In such events, trading, if any, in the Company's securities may then continue
in the over-the-counter market. In such case, a shareholder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's securities.

(b) Holders. There are approximately sixty three (63) holders of the Company's
Common Shares on December 31, 2000 with a total of 37,296,000 Common Shares of
$.001 per value stock issued.

                                       14


<PAGE>

Two Million One (2,100,00) shares were acquired on or before August 10, 1991 by
thirty-five (35) shareholders according to the Company record. The original sale
and issuance of the securities were authorized by resolution of the Board on
August 17, 1991 in reliance upon the exemption from registration requirements of
Section 5 of the Act, as provided in Section (4) (2) of the Act. On or about
August 10, 1991, in reliance on the same exemption, the Company sold and issued
for cash or in cancellation of indebtedness additional shares included in the
2,100,000 common shares.

The Company issued a total of 3,000,000 of its Common Shares to Randall Prouty
for cash at $.02 per share for a total price of $50,000, 10,000 shares to Jack
Halperin Esq. for legal services and to forty-five thousand shares were sold to
other individuals who each paid $1.00 per share for the restricted common stock
they were issued.

(c) Dividends. Dividends on the common stock can be paid lawfully only out of
current and retained earnings and surplus of the Company, when, as and if
declared by the board of directors. The Company has not declared or paid any
dividends on the common stock since inception and there is no assurance
dividends will be paid in the foreseeable future. The payment of dividends in
the future rests within the discretion of its board of directors and will
depend, among other things, upon the Company's earnings, its capital
requirements and its financial condition, as well as other factors which the
board of directors deems relevant.

ITEM 2. LEGAL PROCEEDINGS.

There is no litigation pending or threatened by or against the Company.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

The Company has not changed accountants since its formation and there are no
disagreements with the findings of its accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

During the past year, the Company has sold securities which were not registered
as follows:

<TABLE>
<CAPTION>

DATE                   NAME                         NUMBER       CONSIDERATION
----                   ----                         ------       -------------
<S>                    <C>                        <C>                <C>
2/9/00                 James Emerson                200,000          $50,000
2/9/00                 Tony Castaldi                200,000          $50,000
2/25/00                Ron Coletta                   80,000          $20,000
3/18/00                Christina Murphy              60,000          $15,000
3/18/00                John Hampton                  40,000          $10,000
4/6/00                 Jack Halperin                 60,000          $15,000
4/6/00                 Rives McDow                   12,000           $4,000
4/3/00                 Randall Prouty            12,000,000          $50,000 Promissory Note (1)
11/12/00               David R. Scott             2,000,000             7.5% equity in Vanguard Space Corporation (2)
11/12/00               John T. Beyenka and
                       Susan L. Popov             2,000,000             7.5% equity in Vanguard Space Corporation (2)
12/10/00               David R. Scott                50,000           Extension on Agreement with Vanguard (3)
12/6/00                World Associates, Inc.     6,000,000           Issued to raise equity for Vanguard deal (4)
</TABLE>

--------------
(1)      Mr. Prouty is the majority shareholder, the sole Officer and a Director
         of the Company. See Financial Statements Note 3
(2)      These shares were issued in exchange for a portion of the equity in
         Vanguard Space Corporation pursuant to an agreement between David R.
         Scott, Vanguard Space Corporation and World Associates, Inc. See
         Financial Statements Note 7
(3)      The Venture Agreement signed with Vanguard Space Corporation was
         extended. These shares were issued as consideration for that extension.
(4)      These shares were issued in the name of the Company and were to be sold
         to finance Vanguard Space Corporation projects. To date these shares
         are still in the name of the Company and remain unsold. In the event
         they are not they shall be returned to the Company's transfer agent for
         cancellation.

                                       15


<PAGE>

With respect to the sales made, the Company relied on Section 4(2) of the
Securities Act of 1933, as amended and Rule 506 promulgated thereunder. Each of
the investors in the Company's securities had access to all information
available on the Company. Each investor purchased the securities for his own
account and risk and has not acted as a nominee for others, and has purchased
the securities for investment and not with a view to the distribution of the
securities. Based on the work experience, business sophistication and investment
history of the investors, they were able to evaluate the investment made in the
Company's securities.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 78.037 of the Nevada Corporation Law provides that a Nevada corporation
has the power, under specified circumstances, to indemnify its directors,
officers, employees and agents, against expenses incurred in any action, suit or
proceeding. The Certificate of Incorporation and the by-laws of the Company
provide for indemnification of directors and officers to the fullest extent
permitted by the Nevada Corporation Law.

ITEM 6. FINANCIAL STATEMENTS AND EXHIBITS:

Financial statements filed as part of this registration statement.

1. Consolidated Balance sheet as of December 31, 2000.

2. Consolidated Statements of operations for the year ended December 31, 2000
and 1999 and for the period from June 19, 1990 (inception) to December 31,2000.

3. Statement of changes in stockholder equity for the Period from June 19, 1990
(inception) Through December 31, 2000.

4. Consolidated Statement of cash flows for the year ended December 31, 2000 and
1999 and the Period from June 19, 1990 (inception) Through December 31, 2000.

5. Notes to financial statements as of December 31, 2000.

EXHIBITS.

3.(i). Articles of Incorporation. Incorporated by reference to Exhibits 3(i) to
the Company's Form 10 which was declared effective Jan 3, 2000.

3.(ii). Bylaws, as amended. Incorporated by reference to Exhibit 3(ii) to the
Company's Form 10 which was declared effective Jan 3, 2000.

4. Specimen of stock certificate. Incorporated by reference to Exhibit 4 to the
Company's Form 10 which was declared effective Jan 3, 2000.

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized representative.

WORLD ASSOCIATES, INC.
By: Randall Prouty                            Date:  April 16, 2001
----------------------------                  ----------------------
/s/ Randall Prouty, President

                                       16


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000



<PAGE>

                       WORLD ASSOCIATES, INC. & SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)



                                    CONTENTS
                                    --------


PAGE       1      INDEPENDENT AUDITORS' REPORT

PAGE       2      CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2000

PAGE       3      CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
                  DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM JUNE 19,
                  1990 (INCEPTION) TO DECEMBER 31, 2000

PAGE       4      CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                  FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO
                  DECEMBER 31, 2000

PAGE     5 - 6    CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED
                  DECEMBER 31, 2000 AND 1999 AND FOR THE PERIOD FROM JUNE 19,
                  1990 (INCEPTION) TO DECEMBER 31, 2000

PAGES    7 - 10   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31
                  2000



<PAGE>

                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------


To the Board of Directors of:
  World Associates, Inc. and Subsidiary

We have audited the accompanying balance sheet of World Associates, Inc. and
Subsidiary (formerly L.A. Investment Associates, Inc.) (a Development Stage
Company) as of December 31, 2000 and the related consolidated statements of
operations, changes in stockholders' equity and cash flows for each of the two
years then ended and for the period from June 19, 1990 (inception) to December
31, 2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free of material misstatement. 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 that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the financial position of World Associates,
Inc. and Subsidiary (formerly L.A. Associates, Inc.) (a development stage
company) as of December 31, 2000, and the results of their operations and their
cash flows for each of the two years then ended and for the period from June 19,
1990 (inception) to December 31, 2000, in conformity with accounting principles
generally accepted in the United States.



WEINBERG & COMPANY, P.A.



Boca Raton, Florida
March 13, 2001



<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2000
                             -----------------------

                                     ASSETS
                                     ------

CURRENT ASSETS
  Cash                                                                $  21,546
  Loan receivable                                                        25,000
  Other current assets                                                    5,029
                                                                      ----------
     Total current assets                                                51,575
                                                                      ----------

OTHER ASSETS
  Due from stockholder                                                   25,000
  Deposit on asset purchase                                               5,000
                                                                      ----------
     Total Other Assets                                                  30,000
                                                                      ----------

TOTAL ASSETS                                                          $  81,575
------------                                                          ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

CURRENT LIABILITIES
   Accounts payable                                                   $  10,612
   Due to shareholder                                                    19,306
                                                                      ----------
     Total Current Liabilities                                           29,918
                                                                      ----------

STOCKHOLDERS' EQUITY
   Preferred stock, $.001 par value, 5,000,000
     shares authorized, none issued or outstanding
   Common stock, $.001 par value, 125,000,000 shares authorized,
     37,296,000 issued and outstanding                                   37,296
  Additional paid in capital                                            605,624
  Accumulated deficit during development stage                         (558,763)
  Stock subscription note receivable                                    (25,000)
                                                                      ----------
                                                                         59,157
  Less treasury stock (5000 shares)                                      (7,500)
                                                                      ----------
     Total Stockholders' Equity                                          51,657
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  81,575
------------------------------------------                            ==========

          See accompanying notes to consolidated financial statements.

                                        2


<PAGE>


                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

<TABLE>
<CAPTION>
                                                      Cumulative From
                                                       June 19, 1990
                                                       (Inception) To  Year Ended      Year Ended
                                                       December 31,    December 31,    December 31,
                                                            2000           2000             1999
                                                       -------------   -------------   -------------
<S>                                                    <C>             <C>             <C>
INCOME                                                 $          -    $          -    $          -
                                                       -------------   -------------   -------------

EXPENSES
  General and administrative                                 58,944          51,696           6,198
  Professional fees                                          61,395          48,268          13,127
                                                       -------------   -------------   -------------
     Total Expenses                                         120,339          99,964          19,325
                                                       -------------   -------------   -------------

OTHER INCOME (EXPENSE)
  Dividend and interest income                                9,630           9,484             146
  Interest expense                                             (592)           (592)
  Loss on investment security                              (380,000)       (380,000)
  Net expenses incurred in connection with asset
    purchase                                                (67,462)        (67,462)             --
                                                       -------------   -------------   -------------
     Total Other Expense                                   (438,424)       (438,570)            146
                                                       -------------   -------------   -------------

NET LOSS                                               $   (558,763)   $   (538,534)   $    (19,179)
--------                                               =============   =============   =============

NET LOSS PER SHARE - BASIC AND DILUTED                 $      (0.05)   $      (0.02)   $      (0.01)
                                                       =============   =============   =============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING DURING
 THE PERIOD - BASIC AND DILUTED                          10,837,956      29,159,257      10,775,671
                                                       =============   =============   =============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       3


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2000
       ------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          Additional
                                                       Common Stock         Paid-In      Treasury
                                                  Shares       Amount       Capital        Stock
                                                -----------  -----------  -----------   -----------
<S>                                             <C>          <C>          <C>           <C>
Common stock issued for cash                       800,000   $      800   $     (700)   $       --

Common stock issued for cash                     7,600,000        7,600       (6,650)           --

Net loss for the year ended 1991                        --           --           --            --

January 1, 1992 - December 31, 1998                     --           --           --            --

Increase in paid-in capital                             --           --        5,870            --

Common stock issued for cash                    12,000,000       12,000       (9,000)           --

Common stock issued for services                    40,000           40       19,960            --

Net loss for the year ended December 31, 1999           --           --           --            --
                                                -----------  -----------  -----------   -----------

Balance, December 31, 1999                      20,440,000       20,440        9,480            --

Common stock issued for cash                       656,000          656      163,344            --

Common stock subscribed                         12,000,000       12,000       38,000            --

Stockholder loan applied to subscription                --           --           --            --

Common stock issued for service                    200,000          200       18,800            --

Common stock issued for acquisition              4,000,000        4,000      376,000            --

Treasury stock acquired (5,000 shares)                  --           --           --        (7,500)

Net loss for the year ended December 31, 2000           --           --           --            --
                                                -----------  -----------  -----------   -----------

BALANCE, DECEMBER 31, 2000                      37,296,000   $   37,296   $  605,624    $   (7,500)
--------------------------                      ===========  ===========  ===========   ===========
</TABLE>

(CONTINUED)


<TABLE>
<CAPTION>
                                                 Accumulated
                                               Deficit During   Subscription
                                                Development        Note
                                                   Stage        Receivable         Total
                                                -----------     -----------     -----------
<S>                                             <C>             <C>             <C>
Common stock issued for cash                    $        -      $        -      $      100

Common stock issued for cash                             -               -             950

Net loss for the year ended 1991                    (1,050)              -          (1,050)

January 1, 1992 - December 31, 1998                      -               -               -

Increase in paid-in capital                              -               -           5,870

Common stock issued for cash                             -               -           3,000

Common stock issued for services                         -               -          20,000

Net loss for the year ended December 31, 1999      (19,179)              -         (19,179)
                                                -----------     -----------     -----------




Balance, December 31, 1999                         (20,229)              -           9,691

Common stock issued for cash                             -               -         164,000

Common stock subscribed                                  -         (50,000)              -

Stockholder loan applied to subscription                 -               -          25,000

Common stock issued for service                          -          25,000          19,000

Common stock issued for acquisition                      -               -         380,000

Treasury stock acquired (5,000 shares)                   -               -          (7,500)

Net loss for the year ended December 31, 2000     (538,534)              -        (538,534)
                                                -----------     -----------     -----------

BALANCE, DECEMBER 31, 2000                      $ (558,763)     $  (25,000)     $   51,657
--------------------------                      ===========     ===========     ===========
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       4


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------


<TABLE>
<CAPTION>
                                                        Cumulative From
                                                        June 19, 1990
                                                        (Inception) To  Year Ended   Year Ended
                                                          December 31, December 31, December 31,
                                                             2000         2000         1999
                                                          ----------   ----------   ----------
<S>                                                       <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                  $(558,763)   $(538,534)   $ (19,179)
  Adjustments to reconcile net loss to net cash
    used by operating activities:
  Loss on investment security                               380,000      380,000           --
  Stock issued for services                                  19,000       19,000           --
  Increase in other current assets                           (5,029)      (5,029)          --
  Decrease (Increase) in prepaid expenses                        --       12,795      (12,795)
  Increase in accounts payable                               10,612       10,612           --
                                                          ----------   ----------   ----------
     Net cash used in operating activities                 (154,180)    (121,156)     (31,974)
                                                          ----------   ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES
  Due from stockholder                                      (25,000)     (25,000)          --
  Loan receivable                                           (25,000)     (25,000)          --
  Deposit on asset purchase                                  (5,000)      (5,000)          --
                                                          ----------   ----------   ----------
     Net cash used by investing activities                  (55,000)     (55,000)          --
                                                          ----------   ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
  Due to shareholder                                         44,306       39,306        5,000
  Purchase of treasury stock                                 (7,500)      (7,500)          --
  Proceeds from issued common stock                         193,920      164,000       28,870
                                                          ----------   ----------   ----------
     Net cash provided by financing activities              230,726      195,806       33,870
                                                          ----------   ----------   ----------

INCREASE IN CASH AND CASH EQUIVALENTS                        21,546       19,650        1,896
                                                          ----------   ----------   ----------

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                  --        1,896           --
                                                          ----------   ----------   ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                 $  21,546    $  21,546    $   1,896
-----------------------------------------                 ==========   ==========   ==========
</TABLE>

          See accompanying notes to consolidated financial statements.
                                       5


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------

In April 2000, the Company issued 3,000,000 shares (12,000,000 post-split
shares) of common stock in exchange for a note receivable of $50,000. In
November 2000, $25,000 of its debt due to this stockholder was applied to the
subscription note receivable leaving a $25,000 balance due to the Company.

Pursuant to a venture agreement with Vanguard Space Corporation ("Vanguard") and
David R. Scott on November 24, 2000, the Company issued 1,000,000 (4,000,000
post-split shares) shares of common stock in exchange for 15% of the outstanding
stock of Vanguard. The fair value of the stock issued in the transaction was
$380,000 based upon a price of $.38 per share, the trading value of the stock at
that date.

          See accompanying notes to consolidated financial statements.

                                       6


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000
                             -----------------------


NOTE 1   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------   ------------------------------------------

         (A) ORGANIZATION AND BUSINESS OPERATIONS
         ----------------------------------------

         World Associates, Inc. and subsidiary (formerly LA Investment
         Associates, Inc. Formerly L.A. Associates, Inc., (a development stage
         company) ("the Company") was incorporated in Nevada on June 19,1990 to
         serve as a vehicle to effect a merger, exchange of capital stock, asset
         acquisition or other business combination with a domestic or foreign
         private business. At December 31, 2000, the Company had not yet
         commenced any formal business operations, and all activity to date
         relates to the Company's formation and proposed fund raising. On
         September 18, 2000, the Company changed its name to World Associates,
         Inc.

         The Company's ability to commence operations is contingent upon its
         ability to identify a prospective target business and raise the capital
         it will require through the issuance of equity securities, debt
         securities, bank borrowings or a combination thereof. To this end the
         Company has entered into an venture agreement with a corporation
         involved in designing and manufacture of training machines that will be
         utilized by the space program.

         (B) PRINCIPLES OF CONSOLIDATIONS
         --------------------------------

         The consolidated financial statements include the accounts of the
         Company and its wholly owned inactive subsidiary, IST. All significant
         intercompany balances and transactions have been eliminated in
         consolidation.

         (C) USE OF ESTIMATES
         --------------------

         In preparing financial statements in conformity with generally accepted
         accounting principles, management is required to make estimates and
         assumptions that affect the reported amounts of assets and liabilities
         and the disclosure of contingent assets and liabilities at the date of
         the financial statements and revenues and expenses during the reported
         period. Actual results could differ from those estimates.

         (D) CASH AND CASH EQUIVALENTS
         -----------------------------

         For purposes of the statement of cash flows, the Company considers all
         highly liquid investments purchased with an original maturity of three
         months or less to be cash or equivalents.

                                       7


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000
                             -----------------------


         (E) INCOME TAXES
         ----------------

         The Company accounts for income taxes under the Financial Accounting
         Standards Board of Financial Accounting Standards No. 109, Accounting
         for Income Taxes (Statement 109). Under Statement 109, deferred tax
         assets and liabilities are recognized for the future tax consequences
         attributable to differences between the financial statement carrying
         amounts of existing assets and liabilities and their respective tax
         basis. Deferred tax assets and liabilities are measured using enacted
         tax rates expected to apply to taxable income in the years in which
         those temporary differences are expected to be recovered or settled.
         Under Statement 109, the effect on deferred tax assets and liabilities
         of a change in tax rates is recognized in income in the period that
         includes the enactment date. There was no current income tax expense
         due to the Company's operating loss. The deferred tax asset of
         approximately $ 189,000 arising from the Company's net operating loss
         carryforward of $ 558,673 at December 31, 2000 has been fully offset by
         a valuation allowance.

         (F) EARNINGS PER SHARE
         ----------------------

         Net loss per common share for the years ended December 31, 2000 and
         1999 and for the period from June 19,1990 (inception) to December 31,
         2000 is computed based upon the weighted average common shares
         outstanding as defined by Financial accounting Standards No. 128
         "Earnings Per Share". There were no common stock equivalents
         outstanding at December 31, 2000 and 1999.

NOTE 2   LOAN RECEIVABLE
------   ---------------

         On May 12, 2000, the Company entered into a letter of intent with Baja
         Timber S.A. ("Baja"), a Mexican corporation whereby the Company will
         provide financing in the form of loans totaling $25,000 to Baja as a
         means of financing Baja projects. The loan to Baja bears interest at
         the rate of 15% per annum and shall be for a term of 48 months or as
         otherwise agreed upon by the parties. The loan is secured by a Baja
         Timber stock option which gives the Company the right to purchase 50%
         of the issued and outstanding shares of Baja in exchange for 500,000
         (2,000,000 post-split shares, see Note 7) restricted common shares in
         the Company.

NOTE 3   SUBSCRIPTIONS RECEIVABLE
------   ------------------------

         In April 2000, the Company issued 3,000,000 shares (12,000,000
         post-split shares) of common stock in exchange for a $50,000 promissory
         note due in April 2001 and bearing interest at 8% per annum. On
         November 24, 2000, per the request of the stockholder, the Company
         applied $25,000 of its debt to the stockholder against the balance of
         the loan receivable. The $25,000 balance of the subscription note
         receivable is shown as a reduction from stockholders' equity.

                                       8


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000
                             -----------------------

NOTE 4   INVESTMENTS
------   -----------

         The Company acquired 300 shares of Vanguard Corporation initially
         valued at $380,000 based on the Company's stock issued to Vanguard
         Space Corporation pursuant to the Venture Agreement (See Note (7)). At
         December 31, 2000, the investment in Vanguard was deemed worthless and
         written off.

NOTE 5   DUE FROM SHAREHOLDER
------   --------------------

         The advances from shareholder are non-interest bearing obligations to a
         principal stockholder arising from funds advanced to the Company. The
         amount is due and payable on demand.

NOTE 6   STOCKHOLDERS' EQUITY
------   --------------------

         COMMON STOCK
         ------------

         The Company is authorized to issue 125,000,000 shares of common stock
         at $.001 par value and 5,000,000 shares of preferred stock at $.001 par
         value. The Company has 37,296,000 shares of common stock outstanding at
         December 31, 2000, which includes a 4:1 forward stock split on December
         1, 2000. All common share and per share data has been retroactively
         adjusted to reflect the stock split.

         The Company holds 5,000 shares of treasury stock acquired for $7,500
         during the year ended December 31, 2000.

         At December 31, 2000, the Company has 6,000,000 shares issued in its
         name which are available for sale.

         There are no shares of preferred stock issued or outstanding at
         December 31, 2000.

NOTE 7   VENTURE AGREEMENT
------   -----------------

         On November 10, 2000 the Company entered into a venture agreement with
         Vanguard Space Corporation ("Vanguard") and David R. Scott ("DRS").
         Pursuant to this agreement the Company was obligated to provide $1.6
         million in financing in return for 51% ownership of International Space
         and Technology, Inc. ("IST"). In conjunction with this agreement, the
         Company issued 1,000,000 (4,000,000 post-split shares, see Note 6)
         shares of restricted stock in exchange for 15% of the outstanding stock
         of Vanguard. The contract called for $500,000 payment by November 17,
         2000 and the balance in 60 days. The original terms of this contract
         have not been met and the parties are attempting to renegotiate the
         agreement. In case such negotiations do not materialize the Company
         expects to receive its stock back.

                                       9


<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2000
                             -----------------------

NOTE 8   ASSET PURCHASE AGREEMENT
------   ------------------------

         On August 11, 2000, HomeTrend, Inc. entered into an agreement to
         purchase the assets of Pyromid, Inc. (a company in bankruptcy). The
         purchase price of $200,000 is to be paid with a $5,000 deposit upon
         signing of the asset purchase agreement, a proposed credit of $25,000
         from the previous company that withdrew their offer to purchase these
         assets, and $170,000 was to be paid by November 20, 2000. World
         Associates, Inc. agreed to provide funds toward the purchase of these
         assets, to fund operational expenses and use its best efforts, along
         with HomeTrend, Inc., to raise funds to close the asset purchase and
         fund a plan of operations. The transaction is collateralized by 102,000
         shares (408,000 post-split shares, see Note 6) of the Company's stock,
         which is owned by several shareholders. As of December 31, 2000, the
         Company has expended $72,462, of which $67,462 has been charged to
         operations and $5,000 has been recorded as a deposit on the asset
         purchase. World Associates, Inc. took an assignment of HomeTrend,
         Inc.'s agreement to acquire the Pyromid assets as security for this
         transaction. HomeTrend has agreed to fund a portion of the acquisition
         and operational costs in addition to World Associates, Inc. The Company
         has ceased funding the operations of Pyromid and is waiting for
         HomeTrend to fund its share of the operations of Pyromid.

                                       10