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                                   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, 2001.

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

              2949 DESERT INN ROAD, SUITE 0NE, LAS VEGAS, NV 89121
               (Address of principal executive offices) (Zip Code)

                              A NEVADA CORPORATION

                                    88-040690
                                  (I.R.S. EIN)

                                  702-914-6092
                           (Issuer's telephone number)

The Company's Securities registered under Section 12(b) of the Act:
NOT APPLICABLE
--------------

Securities 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 March
8, 2002 was $1,971,225 (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.

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ISSUERS HAS NOT BEEN INVOLVED IN A 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 February 28, 2002 there were 39,141,500 common shares issued of which
38,341,500 common shares of $.001 par value stock were outstanding.

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 THIS ANNUAL FILING MADE ON FORM 10-KSB

This annual report on form 10-KSB 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 annual filing 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 that 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 annual report 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 annual filing.

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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, 2001, the Company has received substantially no revenue from
business operation. It has invested small amounts of money as a way of
investigating potential targets for acquisition. Information about the results
of that activity follows.

The Company continues to locate and negotiate with business entities for a
merger, or some other business combination, with a target 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 enterprise, what the terms of any acquisition would be or the nature
of the target business.

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. 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 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;

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*        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.

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 has voluntarily filed a Registration Statement with the Securities
and Exchange Commission of 1934, as amended, although it was not under an
obligation to do so. As a reporting company, World Associates, Inc.'s annual
financial statements are audited and it makes regular filings to disclose its
financial position and other information about its business operations, if any,
on a regular basis as prescribed by the Securities Exchange Act.

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

MINIMAL OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company has had
limited operating history and has not had any substantial 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 that
will increase continuously until the Company can consummate a business
combination with a target company.

MANAGEMENT RISK. 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.

COMPETITION FOR BUSINESS OPPORTUNITIES. The Company is and will continue to be
only a small 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 that may be merger or acquisition target

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candidates for the Company. Many have significantly greater financial resources,
technical expertise and managerial capabilities than the Company and,
consequently, the Company may at times be at a competitive disadvantage. The
Company will also compete with numerous other small public companies in seeking
merger or acquisition candidates.

BUSINESS COMBINATION CRITERIA. The Company has not established specific
criteria for acquisition targets. For example, what kind of operating history,
level of earnings, assets, net worth or other criteria. 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 a portion of its time 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 on his life. 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 and controlling
shareholder is free to participate in other ventures that may compete 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 will not be appropriate for acquisition.

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, as amended, 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


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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/or to resign as a member of the Board of Directors and an
officer of the Company, along with the other two current Directors. A change in
control would result. The current management may not participate in the affairs
of the Company after such a change.

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. There is also 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 that may have an adverse effect on both parties to the transaction.

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 entities 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


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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 agreed to allocate a portion of his time to the
activities of the Company. No compensation was paid to him for the years 1999
and 2000. The Company has not yet made any payment toward compensation for 2001
as of the filing date. Conflicts of interest may arise with respect to the
limited time commitment by management or if there is any involvement with other
companies that have a business purpose similar to that of the Company. A
conflict may also 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.

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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, 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.

The Company has, and may 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, who may 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. Outside consultants or


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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 any
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 that 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.

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


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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 exempts 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


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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 that 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 application 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.

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 are 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 that 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 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. The Company has no substantial assets.

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

The Company has had minimal business operations from formation through December
31, 2001 and had a net loss of ($75,665) for the period. The Company had assets
of $74,298 on December 31, 2001. The Company's ability to acquire a business
will be dependent on raising funds through the sale of equity and/or debt
securities. During 2001 operations were primarily related to evaluating
acquisitions and following up on small investments made as a way of engaging


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potential targets. This includes small investments in the acquisition of the
"Pyromid Assets", a loan to Baha Timber and an attempt to joint venture a
project with Vanguard Space Corporation called Remote Cockpit.

Pryromid Transaction Update:
---------------------------

On August 11, 2000, HomeTrend, Inc. entered into an agreement to purchase the
assets of Pyromid, Inc. (a company in bankruptcy). The Company, a joint venture
partner with Hometrend, Inc., agreed to provide funds to the acquisition and
operation of the business. The products related to the assets being purchase are
uniquely qualified to be items for any disaster and emergency preparedness kits.
More detail on the products is provided below.

The transaction to acquire the Pyrmoid Assets was finalized on December 12, 2001
after HomeTrend, Inc. made the winning bid in an auction style sale. The
Bankruptcy Trustee's attorney, David Mills, Esq., of Hammons & Mills in Eugene,
Oregon, confirmed the sale on that same date.

As of December 31, 2001, the Company has expended $74,928, of which $69,928 has
been charged to operations and $5,000 has been recorded as a deposit on the
asset purchase. As of December 31, 2001 the Company's partner, Hometrend, Inc.,
provided a total of $32,500 in funding for the project. Certain Claimants to the
Bankruptcy withdrew their claims in exchange for a lien against the Pryomid
Assets and shares of stock as shown below. The transaction was further
collateralized by 408,000 shares (see Note 8) of stock in the Company that is
owned by several shareholders. During the process of acquiring the Pyromid
Assets, the Company took an assignment of HomeTrend, Inc.'s agreement to acquire
the Pyromid Assets from the Trustee as security for funds it was investing and
Hometrend, Inc. pledged to provide 8,000 shares of stock in AMMX.

David Mills is holding a Bill of Sale executed by the Bankruptcy Trustee as of
March 15, 2002. He will release the Bill of Sale upon receiving instructions
from the Company. Instructions are also required from certain Claimants in the
bankruptcy who withdrew their claims to assist in acquiring the Pyromid Assets.
Under that agreement, the Claimants agreed to withdraw their claims in
consideration for a lien against the Pyrmoid Assets amounting to $31,805. The
terms on the note are: Ten percent simple interest (10%) shall accrue from the
date of the bankruptcy court approval. Payments shall commence on the seventh
month following court approval with interest only payments for six months, then
a straight amortization for the remaining 12 months. As further consideration,
the Claimants accepted 64,000 shares of the Company's stock from the 408,000
pledged as collateral and 8,000 shares of stock in AMMX provided by Hometrend
Inc.

The agreement with the Claimants also provides the remaining 344,000 shares of
stock in the Company, which was made available by outside shareholders (from the
408,000 shares pledged as collateral), shall be held in the event the stock
transferred (the 64,000 shares) is not worth more than the $15,902.70 at some
point during the period of one year from the time of transfer. However, in the
event that the stock price, as quoted on national quotation board, is greater
than $0.25 per share during the 12 month period from court approval, the
remaining stock shall be fully released. Hometrend also pledged to transfer
8,000 shares of AmeraMex International, Inc. (AMMX) to the Claimants as part
consideration for them withdrawing their claims.

                                       12
<PAGE>

As of this filing, the Company's is considering spinning off 100% of its
interest in the Pyromid Assets to its shareholders. Planning is underway to
assemble the capital and the personnel to begin operation of this business. The
Company is in negotiation with various parties to acquire or license certain of
the Pyromid Assets.

Information on the Pyromid Products:
-----------------------------------

Pyromid System products are stainless steel portable cooking systems that are
based on patented technology. They have been used worldwide for disaster relief
and emergency use because of their unique design. For one thing they are
universal fuel stoves. That is, they can utilize any bio mass fuel like sticks,
twigs, charcoal and does not require any alcohol, butane or other petro-fuel.
Pyromid(TM) System products were initially developed for the outdoor enthusiast,
recreation and the emergency preparedness markets.

Recently, Pyromid System products are increasingly recognized as an important
element of a solution to one of the world's most pressing problems. That is, the
inefficient consumption of natural fuel leading to a denuding of the land, air
pollution, land erosion and other environmentally destructive results.

Pyromid System products are manufactured by Pacific Metal Fabrication in Eugene,
Oregon on an outsourced basis. They have the capacity to manufacture small to
large quantities, as required, in a fully automated plant.

Urgent World Need:
-----------------

Pyromid(TM) System products are receiving recognition from relief agencies,
governments, the United Nations, scholars and others as a way to address an
urgent world environmental problem that is affecting more than 3 billion people.
This market is now a primary market for Pyromid System products.

US Military - Desert Storm:
--------------------------

Pyromid System "Pocket Stoves" were requested for servicemen in Desert Storm.
Both the regular Military and National Guard have experience with Pyromid
products. The Military remains part of the marketing strategy for the Company in
the US and abroad.

Preparedness & Relief Agencies:
------------------------------

The unique, patented design of the Pyromid System offers applications beyond
consumer recreation. Pyromid Systems are solutions to aid developing countries
and as well offer relief in times of unfortunate disaster.

The Red Cross created a SPECIAL NON-PROFIT FUND, the first of this type in their
history, to sponsor the purchase of Pyromid Stoves. The fund allows individuals
to donate money and receive a tax deduction. Contributions are earmarked
specifically for the purchase of Pyromid System stoves for relief efforts.

                                       13
<PAGE>

Pyromid is Patented Technology:
------------------------------

Pyromid System products are patented technology. During the 20 years that Paul
Hait, the original developer, has worked on Pyromid there have been a total of
29 national and international patents issued.

Pyromid System products are stainless steel portable cooking systems whose
product designs incorporate the following key features:

- A pyramidal shape was chosen for the stoves. This shape lends itself to true
portability if it is hinged, and it provides a configuration that focuses the
heat of a fire for more efficient burning of natural fuel in either an up or
down position (right side up or upside down).

- Pyromid System designs take advantage of the heat that is radiating both up
and down. All Pyromid stoves are made from durable SST430 Stainless Steel. This
material allows for quick cooling, easy maintenance, low heat transfer to the
base, overall strength, thermal durability (SST 430 is combustion chamber SST)
and thermal reflectivity. High quality stainless steel also allows for high
performance and easy maintenance even in corrosive (salt water) or other humid
environments.

- Pyromids are designed to reflect heat to the cooking surface for maximum fuel
burning efficiency. By changing the orientation and height of the fuel grill
temperatures can be modified. Pyromids come with two fuel grates that can be
adjusted along with the fuel, allowing a user to create low heat, medium heat
and high heat.

- Pyromids are the only stoves in the world that use the patented Harmonic
Thermal Array (HTA) for developing cooking temperatures in excess of 1000F.

- Universal fuel design allows Pyromid System products to burn any reasonable
bio-mass fuel.

Principal Pyromid Benefits:
--------------------------

EFFICIENT, CLEAN AND SAFE BURNING: Pyromid System Products reduce fuel
consumption by up to 75% while creating significantly less unburned smoke
particles. They reach cooking temperatures within minutes after they are lit.
The System benefits from an enclosed, reflective, pyramidal design that has the
added virtue of being very safe even in fire sensitive areas.

COMPACT, SIMPLE DESIGN: A Pyromid Stove folds flat and can be stored in a small
carrying case no more than one inch thick. No tools are required to set up any
Pyromid System. They unfold and several pieces are set together in only a moment
or two. They can be washed in a stream, put in the dishwasher or wiped off, and
can be folded flat again after use and put under the seat of an RV or into a
backpack.

DURABLE: Each stove product is made with high quality bright stainless steel.
Pyromid Products are durable and long lasting even under constant use.

                                       14
<PAGE>

REASONABLE COST: Relative to any other cooking system of any type, the stove
represents excellent value. These products can be licensed and produced using
low cost labor in quantity and represent a good value even in third world
environments.

UNIVERSAL FUEL: These stoves have the ability to burn almost any type of fuel,
including the least common denominator, sticks and twigs lying in the landscape.
This makes the cooking system totally self-sufficient and it does not depend on
a particular fuel availability as is the case with ANY other system. This makes
them ideal for emergency use.

They can burn:

- sticks and twigs
- sterno, peat, coal, coke
- charcoal briquettes
- dry dung fuels
- butane if they are outfitted to do so
- any bio-mass fuel

Vanguard Transaction Update:
---------------------------

On November 12, 2000 the Company entered into an agreement with Vanguard Space
Corporation ("Vanguard") and David R. Scott ("DRS"). The Company advanced
Vanguard $125,000 and issued a total of 4,200,000 restricted shares of
restricted common stock (2,200,00 to DRS and 2,000,000 to John T. Beyenka and
Susan L. Popov) in exchange for 15% of the outstanding stock of Vanguard (the
"Vanguard Shares"), and a 51% interest in a company to be formed around the
Remote Cockpit project. The agreement called for the Company to contribute
another $500,000 payment by November 17, 2000 and the balance of $1.6 Million 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 200,000
shares of restricted stock as consideration (part of the 4,200,000 shown above).
Finally, on December 31, 2000, approximately one and one half months from the
start date, Vanguard terminated the agreement with the Company to pursue other
options.

The $125,000 advanced to Vanguard in connection with the transaction was made
available to the Company by it majority shareholder, Randall Prouty. Twenty five
thousand ($25,000) of that amount was credited toward stock receivable from Mr.
Prouty, and the remainder, One Hundred Thousand Dollars ($100,000) was recorded
as a loan made by Mr. Prouty to the Company.

After the transaction was terminated December 31, 2000 the Company made various
attempts to resolve matters with Vanguard. The parties at first agreed the
$125,000 advanced would be returned in cash when Vanguard received funding for
its project, or, at the option of the Company, those funds could be converted
into equity in the Vanguard project on the same basis as other first round
investors. The Company did review an investment memorandum on the Vanguard
project, but the anticipated funding did not materialize, making that investment
unattractive.

                                       15
<PAGE>

During this interim period the Vanguard stock issued to the Company in exchange
for its shares was completely written off by the Company in accordance with
advice received from its auditors since Vanguard did not make financial
statements available to the Company to establish a value on the Vanguard shares.
In addition, Vanguard would not verify that the funds advanced by the Company
were due and owing to the Company. Since the Company could not verify a good
receivable from Vanguard, it was not possible to reflect it as an asset on the
books and records of the Company. In an attempt to resolve the matter and
relieve itself of the obligation to pay back the $100,000 loan Mr. Prouty made
to the Company, the Company agreed to assign and transfer any right to the
unconfirmed Vanguard receivable and the Vanguard Shares to Mr. Prouty in return
for a release from the $100,000 loan made by Mr. Prouty to the Company.

On February 22, 2002 Randall Prouty acquired the 2,200,000 restricted shares
issued to David R Scott in connection with the Vanguard transaction. The
transaction included exchanging the $100,000 receivable Randall Prouty had from
Vanguard, such as it was, and the Vanguard Shares (both were assigned by the
Company to Randall Prouty), with David Scott. In return Randall Prouty received
the 2,200,000 shares from Dr. Scott.

The Company entered into a consulting agreement with John Beyenka and Susan
Popov on February 12, 2001 in consideration for the 2,000,000 shares issued
during the Vanguard transaction. World Associates, Inc. is a development stage
company that can benefit from such an agreement. Mr. Beyenka was a partner at
MacDonald, Krieger, Bowyer and Beyenka, Inc., an Allied Member of the New York
Stock Exchange. He has years of investment banking experience and a wealth of
contacts. He and his wife, Susan Popov, are providing ongoing assistance to the
Company during its development stage.

Baha Timber Transaction:
-----------------------

Baha Timber (Baha) is involved in harvesting high quality ponderosa pine from
forests located in Baja Mexico. The harvest is done according to strict
conservation standards that have been set by the Mexican government to protect
the forest resources. These forests have never been subjected to significant
tree removal and, as a result, they are at risk from significant fire damage. A
fire in a dense forest burns so hot it can kill even large trees making that
requires to recovery time significantly longer with a danger of erosion and
other problems. The harvest program, supervised by the Mexican government, will
set a standard for forest management.

The Company made a loan of $25,000 to Baja, and it received an option for up to
50% of Baha upon payment of 500,000 shares of restricted stock. At this point
the Company has no plans to acquire a further interest in Baha. The Company is
in discussions with AmeraMex International, Inc., a successor to Baha, about
converting its loan into equity in AmeraMex International, Inc. AmeraMex
International, Inc. is listed on the Pink Sheets under the symbol AMMX and it is
engaged in developing and managing forest resources in Mexico. The bid price on
March 22, 2002 for AMMX was $1.01.

                                       16
<PAGE>

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 the date of filing is
shown below. Unless otherwise indicated all ownership is both legal and
beneficial.

NAME                    ADDRESS                 # OF SHARES      PERCENTAGE
----                    -------                 - -- ------      ----------

Randall Prouty
c/o
World Associates, Inc.                            26,000,000          66.43%
2949 E. Dessert Inn Road Suite One
Las Vegas, NV  89121

Jonathan Lichtman
c/o
World Associates, Inc.                            1,050,000            2.68%
2949 E. Dessert Inn Road Suite One
Las Vegas, NV  89121

Stephen Danner
c/o
World Associates, Inc.                            1,050,000            2.68%
2949 E. Dessert Inn Road Suite One
Las Vegas, NV  89121

Executive Officers and Directors as a Group       28,100,000          71.79%


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     49               Pres, Sec, Dir          May 1999
Jonathan Lichtman  48               Director                December 2000
Stephen Danner     47               Director                December 2000

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.

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 that would
establish the term, salary, benefits and other conditions of employment.

                                       17
<PAGE>

Randall Prouty - Biography

Mr. Prouty is currently the Chairman of the Board for Advanced Communication
Technologies, Inc., "ADVC", a company of which he was a founder in 1997. Among
other things, ADVC is developing a telephone company level wireless
infrastructure called "Spectrucell", a software based routing system that uses
"software defined radio" technology. Spectrucell is believed to be a key
enabling technology for new third generation telephone networks. He has recently
played a key role in reorganizing the management team in preparation for
Spectrucell field trials and in obtaining significant additional funding for
ADVC.

Mr. Prouty is also the Chief Executive and controlling shareholder of World
Associates, Inc.

>From 1984 to 1997 Mr. Prouty owned and operated Bristol Realty Corporation
("Bristol"). Bristol was active in real estate finance, particularly in
development financing. During that time Bristol financed more than 15 hotels; 14
retail centers; an industrial park; assembled more than $50 Million in rental
properties and transferred them with others to a REMIC (mortgage backed
security) valued at more that $125 Million; among other planned and retirement
developments. Mr. Prouty also owns Bristol Capital, LLC. a consulting firm that
provides advice to public companies. Mr. Prouty is a licensed real estate and
mortgage broker in the state of Florida.

Mr. Prouty is a qualified web applications programmer. He has participated in
e-commerce projects or produced interactive content for Compaq, Tech Data,
Computer Sciences Corp., Volvo, Hewlett Packard and others.

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

Mr. Danner 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.

                                       18
<PAGE>

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.

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.

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 received no compensation for
his services in years 1999 and 2000. The Company has not yet made any payment
toward compensation for 2001 as of the filing date. No retirement, pension,
profit sharing, stock option, insurance or other programs were adopted by the
Company as consideration for services rendered. Each Director was issued 50,000
restricted common shares as compensation for service on the Board for the year
2001 and none has been paid for 2002 as of this filing date.

ITEM 8. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The following transactions occurred between related parties.

                                       19
<PAGE>

On April 20, 2001 World Associates, Inc. assigned a receivable for $125,000 from
Vanguard Space Corporation, such as it was, to Randall Prouty in exchange for
being relieved of a loan made by Randall Prouty to the Company in the amount of
$100,000. By the time the assignment was made Vanguard had ignored numerous
requests to verify the receivable.

On February 22, 2002 Randall Prouty acquired shares 2,200,000 restricted common
shares in the Company from David Scott in consideration a $100,000 receivable
Randall Prouty was assigned by World from Vanguard Space Corporation. (See Item
4. for more information.)

The following shares were issued to related parties during the period ending
December 31, 2001

DATE       NAME                        SHARES       CONSIDERATION
----       ----                        ------       -------------
6/21/01    Randall Prouty                50,000     Note 1
6/21/01    Jon Lichtman                  50,000     Note 2
6/21/01    Steve Danner                  50,000     Note 2
6/21/01    Jon Lichtman                 360,000     Note 3
6/21/01    World Associates, Inc.     6,000,000     Note 4   (shares cancelled)
6/22/01    World Associates, Inc.     1,000,000     Note 5


Notes:

(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. These shares were issued in consideration for
serving as a Director for World Associates, Inc. for a one year starting in
December 2000.

(2) These shares were issued in consideration for serving as a Director for
World Associates, Inc. for a one year starting in December 2000.

(3) These shares were issued in exchange for legal services provided by John
Lichtman as per invoice dated 10/27/2000 covering the period between
3/3/99-10/27/01.

(4) These shares were Treasury Stock that were issued in connection with
financing the Vanguard transaction. The Board decided to return them to the
treasury when it was apparent the transaction would not proceed as planned.

(5) The shares were issued to provide a reserve of stock to use toward raising
funds for target acquisitions. 800,000 shares of this stock are still in the
Company's name. 200,000 shares of this stock was transferred to Howard Bronson
and Associates, Inc., New York, New York in return for consulting and other
services toward acquiring and financing a target enterprise.

ITEM 9. DESCRIPTION OF SECURITIES.

The following statements summarize 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 of the Company, copies of which were filed as
exhibits to the Company's initial registration statement, and are incorporated
herein by reference.

                                       20
<PAGE>

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.

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.

                                       21
<PAGE>

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, 2001. 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, 2001 THRU             .15         .02         .86         .05
March 31, 2001

April 1, 2001 THRU               .08         .02         .25         .05
June 30, 2001

July 1, 2001 THRU                .40         .02         .85         .05
September 30, 2001

September 30, 2001 THRU          .23         .02         .95         .05
December 31, 2001

Recent Prices:

Jan 2, 2002 THRU                 .10         .3          .15         .08
March 25, 2002

                                       22
<PAGE>

The closing high bid and low asked quotations for the Company's common stock on
March 22, 2002 were $0.09 and $.13, respectively.

NUMBER OF STOCKHOLDERS. As of December 31, 2001, the Company had forty-five (45)
stockholders of record and an estimated 150 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.

                                       23
<PAGE>

There can be no assurances that, upon a successful merger or acquisition, the
Company will qualify its securities for listing on the NASDAQ Small Cap 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 two hundred (150) holders of the Company's
Common Shares on December 31, 2001 with a total of 39,141,500 Common Shares of
$.001 per value stock 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 that were not registered
as follows:

DATE       NAME                                   SHARES          CONSIDERATION
----       ----                                   ------          -------------

2/14/01    John T. Beyenka and Susan Popov      2,000,000             Note 1
6/21/01    Jon Lichtman                            50,000             Note 2
6/21/01    Stephen Danner                          50,000             Note 2
6/21/01    Randall Prouty                          50,000             Note 2
6/21/01    Jonathan Lichtman Tst                  300,000             Note 3
6/21/01    Jared Max Lichtman Tst                  15,000             Note 3
6/21/01    Jenna Allyn Lichtman Tst                15,000             Note 3
6/21/01    Mary Pomeroy                            30,000             Note 3
7/24/01    Bronson & Associates                   200,000             Note 4
11/8/01    Christina Murphy                       150,000             Note 5
11/8/01    Jossi Fresco                            25,500             Note 6
11/8/01    David Barnhart                          40,000             Note 7
11/8/01    Welke Vermoegensverwaltungs            120,000             Note 8

                                       24
<PAGE>

NOTES:

(1) The Company entered into a consulting agreement with John Beyenka and Susan
Popov on February 12, 2001 in consideration for the 2,000,000 shares issued
during the Vanguard transaction. World Associates, Inc. is a development stage
company that can benefit from such an agreement. Mr. Beyenka was a partner at
MacDonald, Krieger, Bowyer and Beyenka, Inc., an Allied Member of the New York
Stock Exchange. He has years of investment banking experience and a wealth of
contacts. He and his wife Susan Popov are providing ongoing assistance to the
Company during its development stage.

(2) These shares were issued in consideration for serving as a Director for
World Associates, Inc. for a one year period starting in December 2000. The
price of the Company's stock was approximately $0.03 per share at the time of
the transfer.

(3) John Lichtman's legal fees as per invoice dated 10/27/2000 covering the
period between 3/3/99-10/27/01. The price of the Company's stock was
approximately $0.03 per share at the time of the transfer.

(4) These shares were transferred to Howard Bronson and Associates, Inc. in
consideration for an agreement to assist the Company in financing target
acquisitions. The price of the Company's stock was approximately $0.03 per share
at the time of the transfer.

(5) These shares were issued to Christina Murphy as compensation for 10 months
services between 4/2000-3/2001 as outlined in a letter documenting those
services dated March 15, 2001. The price of the Company's stock was
approximately $0.03 on that date.

(6) Jossi Fresco provided web site development services based on an October 8,
2001 invoice. The total fee was $5,100 that was paid in restricted common shares
at price of $0.20 per share.

(7) David Barnhart served as the President of Astrospace International, Inc.
from 7/23/01 until his resignation 12/31/01. These shares were paid in
consideration for his services during that period. The price was of the stock
was approximately $.03 per share when the agreement was reached on July 23,
2001.

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.

                                       25
<PAGE>

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, 2001.

2. Consolidated Statements of operations for the years ended December 31, 2000
and 1999 and for the period from June 19, 1990 (inception) to December 31,2001.

3. Statement of changes in stockholder equity for the Period from June 19, 1990
(inception) Through December 31, 2001.

4. Consolidated Statement of cash flows for the years ended December 31, 2000
and 1999 and the Period from June 19, 1990 (inception) Through December 31,
2001.

5. Notes to financial statements as of December 31, 2001.

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, President                         Date:  March 29, 2002

/s/ Randall Prouty, President
-----------------------------


                                       26

<PAGE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                        CONSOLIDATED FINANCIAL STATEMENTS
                             AS OF DECEMBER 31, 2001

<PAGE>

                      WORLD ASSOCIATES, INC. AND 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, 2001

PAGE     3    CONSOLIDATED  STATEMENTS OF OPERATIONS  FOR THE YEARS ENDED
              DECEMBER 31, 2001 AND 2000 AND FOR THE PERIOD FROM JUNE 19, 1990
              (INCEPTION) TO DECEMBER 31, 2001

PAGES  4 - 5  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE
              PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2001

PAGES  6 - 7  CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER
              31, 2001 AND 2000 AND FOR THE PERIOD FROM JUNE 19, 1990
              (INCEPTION) TO DECEMBER 31, 2001

PAGES 8 - 12  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001

<PAGE>

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

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

We have audited the accompanying consolidated balance sheet of World Associates,
Inc. and Subsidiary (formerly L.A. Investment Associates, Inc.) (a development
stage company) as of December 31, 2001 and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the years
ended December 31, 2001 and 2000 and for the period from June 19, 1990
(inception) to December 31, 2001. 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 audits.

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, 2001, and the results of their operations and their
cash flows for the years ended December 31, 2001 and 2000 and for the period
from June 19, 1990 (inception) to December 31, 2001, in conformity with
accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 9 to the
consolidated financial statements, the Company has had accumulated losses from
inception of $659,428 and a cumulative negative cash flow from operations of
$206,249. These matters raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans describing those matters are
also discussed in Note 9. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



WEINBERG & COMPANY, P.A.

Boca Raton, Florida
March 14, 2002

<PAGE>


                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEET
                             AS OF DECEMBER 31, 2001
                             -----------------------


                                     ASSETS
                                     ------

CURRENT ASSETS
  Cash                                                                $  26,845
  Prepaid expenses                                                        6,674
  Other current assets                                                   10,779
                                                                      ----------
     Total Current Assets                                                44,298
                                                                      ----------

OTHER ASSETS
  Loan receivable                                                        25,000
  Deposit on asset purchase                                               5,000
                                                                      ----------
     Total Other Assets                                                  30,000
                                                                      ----------

TOTAL ASSETS                                                          $  74,298
------------                                                          ==========

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

CURRENT LIABILITIES
  Accounts payable                                                    $   5,598
  Due to stockholder                                                     21,674
                                                                      ----------
     Total Current Liabilities                                           27,272
                                                                      ----------

STOCKHOLDERS' EQUITY
  Preferred stock, $.001 par value,
  5,000,000 shares authorized, none issued                                   --
  Common stock, $.001 par value, 125,000,000 shares
  authorized, 38,341,500 issued and outstanding                          38,341
  Additional paid in capital                                            675,613
  Accumulated deficit during development stage                         (659,428)
                                                                      ----------
                                                                         54,526
  Less treasury stock 5,000 shares                                       (7,500)
                                                                      ----------
     Total Stockholders' Equity                                          47,026
                                                                      ----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                            $  74,298
------------------------------------------                            ==========


          See accompanying notes to consolidated financial statements.

                                       2
<PAGE>


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

<CAPTION>
                                                                                             Cumulative
                                                                                                From
                                                                                            June 19, 1990
                                                             Year Ended      Year Ended     (Inception) To
                                                             December 31,    December 31,    December 31,
                                                                2001            2000             2001
                                                            -------------   -------------   -------------
<S>                                                         <C>             <C>             <C>
INCOME                                                      $         --    $         --    $         --
                                                            -------------   -------------   -------------

EXPENSES
  Professional fees                                               52,975          48,268         114,370
  General and administrative                                      26,584          51,696          85,528
  Bad debt expense                                                25,000              --          25,000
                                                            -------------   -------------   -------------
     Total Expenses                                              104,559          99,964         224,898
                                                            -------------   -------------   -------------

OTHER INCOME (EXPENSE)
  Dividend and interest income                                     6,359           9,484          15,989
  Interest expense                                                    --            (592)           (592)
  Loss on investment security                                         --        (380,000)       (380,000)
  Net expenses incurred in connection with asset purchase         (2,465)        (67,462)        (69,927)
                                                            -------------   -------------   -------------
     Total Other Expense                                           3,894        (438,570)       (434,530)
                                                            -------------   -------------   -------------

NET LOSS                                                    $   (100,665)   $   (538,534)   $   (659,428)
--------                                                    =============   =============   =============

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

WEIGHTED AVERAGE NUMBER OF SHARES
 OUTSTANDING DURING THE PERIOD -
 BASIC AND DILUTED                                            37,719,593      29,159,257      13,415,938
                                                            =============   =============   =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                       3
<PAGE>

<TABLE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2001
       ------------------------------------------------------------------

<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 services         200,000          200       18,800          --
</TABLE>

                                                                     (CONTINUED)

                                      Accumulated
                                     Deficit During   Subscription
                                       Development        Note
                                          Stage        Receivable       Total
                                      -------------   -------------   ----------

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       25,000

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


          See accompanying notes to consolidated financial statements.
                                       4
<PAGE>

<TABLE>

                      WORLD ASSOCIATES, INC. AND SUBSIDIARY
                   (FORMERLY L.A. INVESTMENT ASSOCIATES, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       FOR THE PERIOD FROM JUNE 19, 1990 (INCEPTION) TO DECEMBER 31, 2001
       ------------------------------------------------------------------

<CAPTION>
                                                                     Additional
                                                 Common Stock          Paid-In      Treasury
                                             Shares       Amount       Capital       Stock
                                           -----------  -----------  -----------  -----------

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

Common stock issued for services              925,500          925       40,109           --

Common stock issued for cash                  120,000          120       29,880           --

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

Net loss for the year ended
 December 31, 2001                                 --           --           --           --
                                           -----------  -----------  -----------  -----------

BALANCE, DECEMBER 31, 2001                 38,341,500   $   38,341   $  675,613   $   (7,500)
--------------------------                 ===========  ===========  ===========  ===========
</TABLE>

                                                                     (CONTINUED)

                                      Accumulated
                                     Deficit During   Subscription
                                       Development        Note
                                          Stage        Receivable       Total
                                      -------------   -------------   ----------
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

Common stock issued for services                --              --       41,034

Common stock issued for cash                    --              --       30,000

Stockholder loan applied to
 subscription                                   --          25,000       25,000

Net loss for the year ended
 December 31, 2001                        (100,665)             --     (100,665)
                                      -------------   -------------   ----------

BALANCE, DECEMBER 31, 2001            $   (659,428)   $         --    $  47,026
--------------------------            =============   =============   ==========

          See accompanying notes to consolidated financial statements.

                                       5
<PAGE>


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


<CAPTION>
                                                                               Cumulative
                                                                               From June
                                                                                19, 1990
                                                    Year Ended   Year Ended    (Inception)
                                                     December     December    To December
                                                     31, 2001     31, 2000     31, 2001
                                                    ----------   ----------   ----------

<S>                                                 <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                            $(100,665)   $(538,534)   $(659,428)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Bad debt expense                                     25,000           --       25,000
  Loss on investment security                              --      380,000      380,000
  Stock issued for services                            41,034       19,000       60,034
  Increase in other current assets                     (5,750)      (5,029)     (10,779)
  Decrease (Increase) in prepaid expenses              (6,674)      12,795       (6,674)
  Increase (decrease) in accounts payable              (5,014)      10,612        5,598
                                                    ----------   ----------   ----------
        Net Cash Used In Operating Activities         (52,069)    (121,156)    (206,249)
                                                    ----------   ----------   ----------

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 In Investing Activities              --      (55,000)     (55,000)
                                                    ----------   ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES
 Due to stockholder                                    27,368       39,306       71,674
 Purchase of treasury stock                                --       (7,500)      (7,500)
 Proceeds from issued common stock                     30,000      164,000      223,920
                                                    ----------   ----------   ----------
        Net Cash Provided By Financing Activities      57,368      195,806      288,094
                                                    ----------   ----------   ----------

INCREASE IN CASH AND CASH EQUIVALENTS                   5,299       19,650       26,845

CASH AND CASH EQUIVALENTS -
 BEGINNING OF PERIOD                                   21,546        1,896           --
                                                    ----------   ----------   ----------

CASH AND CASH EQUIVALENTS -
---------------------------
 END OF PERIOD                                      $  26,845    $  21,546    $  26,845
 -------------                                      ==========   ==========   ==========
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       6
<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:
-----------------------------------------------------------------------

During 2001, the subscription receivable from stockholder of $25,000 was offset
against the advances from stockholder.

In April 2000, the Company issued 3,000,000 shares (12,000,000 post-split
shares, see Note 6) 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 in November 2000, the Company issued 1,000,000 shares (4,000,000
post-split shares, see note 6) 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. In conjunction with this transaction, the Company
exchanged $100,000 receivable from Vanguard against equal funds due to
stockholder.

          See accompanying notes to consolidated financial statements.

                                       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, 2001
                             -----------------------


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

         (a) ORGANIZATION AND BUSINESS OPERATIONS
         ----------------------------------------

         World Associates, Inc. and Subsidiary (formerly LA Investment
         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, 2001, 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.

         (b) PRINCIPLES OF CONSOLIDATION
         -------------------------------

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

         (c) USE OF ESTIMATES
         --------------------

         In preparing financial statements in conformity with accounting
         principles generally accepted in the United States of America,
         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.

         (e) INCOME TAXES
         ----------------

         The Company accounts for income taxes under the Statement 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

                                       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, 2001
                             -----------------------


         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 $215,600 arising from the
         Company's net operating loss carryforward of $634,400 at December 31,
         2001 has been fully offset by a valuation allowance, due to the
         uncertainty of its recognition.

         (f) EARNINGS PER SHARE
         ----------------------

         Net loss per common share for the years ended December 31, 2001 and
         2000 and for the period from June 19, 1990 (inception) to December 31,
         2001 is computed based upon the weighted average common shares
         outstanding as defined by Statement of Financial Accounting Standards
         No. 128 "Earnings Per Share." There were no common stock equivalents
         outstanding at December 31, 2001 and 2000.

         (g) NEW ACCOUNTING PRONOUNCEMENTS
         ---------------------------------

         The Financial Accounting Standards Board has recently issued several
         new Statements of Financial Accounting Standards. Statement No. 141,
         "Business Combinations" supersedes APB Opinion 16 and various related
         pronouncements. Pursuant to the new guidance in Statement No. 141, all
         business combinations must be accounted for under the purchase method
         of accounting; the pooling-of-interests method is no longer permitted.
         SFAS 141 also establishes new rules concerning the recognition of
         goodwill and other intangible assets arising in a purchase business
         combination and requires disclosure of more information concerning a
         business combination in the period in which it is completed. This
         statement is generally effective for business combinations initiated on
         or after July 1, 2001.

         Statement No. 142, "Goodwill and Other Intangible Assets" supercedes
         APB Opinion 17 and related interpretations. Statement No. 142
         establishes new rules on accounting for the acquisition of intangible
         assets not acquired in a business combination and the manner in which
         goodwill and all other intangibles should be accounted for subsequent
         to their initial recognition in a business combination accounted for
         under SFAS No. 141. Under SFAS No. 142, intangible assets should be
         recorded at fair value. Intangible assets with finite useful lives
         should be amortized over such period and those with indefinite lives
         should not be amortized. All intangible assets being amortized as well
         as those that are not, are both subject to review for potential
         impairment under SFAS No. 121, "Accounting for the Impairment of
         Long-Lived Assets and for Long-Lived Assets to be Disposed of". SFAS
         No. 142 also requires that goodwill arising in a business combination
         should not be amortized but is subject to impairment testing at the
         reporting unit level to which the goodwill was assigned to at the date
         of the business combination.

                                       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, 2001
                             -----------------------


         SFAS No. 142 is effective for fiscal years beginning after December 15,
         2001 and must be applied as of the beginning of such year to all
         goodwill and other intangible assets that have already been recorded in
         the balance sheet as of the first day in which SFAS No. 142 is
         initially applied, regardless of when such assets were acquired.
         Goodwill acquired in a business combination whose acquisition date is
         on or after July 1, 2001, should not be amortized, but should be
         reviewed for impairment pursuant to SFAS No. 121, even though SFAS No.
         142 has not yet been adopted. However, previously acquired goodwill
         should continue to be amortized until SFAS No. 142 is first adopted.

         Statement No. 143 "Accounting for Asset Retirement Obligations"
         establishes standards for the initial measurement and subsequent
         accounting for obligations associated with the sale, abandonment, or
         other type of disposal of long-lived tangible assets arising from the
         acquisition, construction, or development and/or normal operation of
         such assets. SFAS No. 143 is effective for fiscal years beginning after
         June 15, 2002, with earlier application encouraged.

         The adoption of these pronouncements will not have a material effect on
         the Company's financial position or results of operations.

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 is 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 2,000,000
         restricted common shares of the Company.

NOTE 3   SUBSCRIPTION RECEIVABLE
------   -----------------------

         In April 2000, the Company issued 12,000,000 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 subscription note receivable. On December
         31, 2001, per the request of the stockholder, the Company applied
         $25,000 of its debt due to the stockholder against the remaining
         balance of the subscription receivable.

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

                                       10
<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, 2001
                             -----------------------


         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 TO STOCKHOLDER
------   ------------------

         The advances from stockholder 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. There are no shares of preferred stock issued or outstanding at
         December 31, 2001.

         The Company has 38,341,500 shares of common stock outstanding at
         December 31, 2001, 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, 2001, the Company has 800,000 shares issued in its name
         which are available for sale.

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 4,000,000 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 terms of
         the agreement were not met. The Company requested and received an
         extension on the agreement, for which an additional 200,000 shares of
         restricted stock was issued as consideration. On December 31, 2000
         Vanguard terminated the agreement. Upon termination of the agreement,
         the Company's president acquired the stock of Vanguard from the Company
         and exchanged $100,000 receivables due him by the Company for an equal
         receivable due to the Company from Vanguard.

                                       11
<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, 2001
                             -----------------------


         On February 12, 2001, the Company entered into a consulting agreement
         with a party to the Vanguard transaction, in consideration for
         2,000,000 shares that were issued in conjunction with the Vanguard
         transaction.

         On February 22, 2002, the Company's president acquired the remaining
         2,200,000 shares issued to DRS. The transaction included exchanging a
         $100,000 receivable that the Company's president held from Vanguard in
         return for the 2,200,000 shares.

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

         On August 11, 2000, HomeTrend, Inc., a previously unrelated company,
         entered into an agreement to purchase the assets of Pyromid, Inc. (a
         company in bankruptcy). The assets being purchased are items for
         disaster and emergency preparedness kits. The purchase price of
         $200,000 was 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. The Company 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 was collateralized by 102,000 shares (408,000 post-split
         shares, see Note 6) of the Company's stock, which is owned by several
         shareholders. The transaction to acquire the Pyromid assets was
         finalized on December 12, 2001 at which time HomeTrend, Inc. made the
         winning bid in an auction style sale. As a result, the Company is no
         longer required to make any additional payments under the terms of the
         original agreement. As of December 31, 2001, the Company has expended
         $74,927, of which $69,927 has been charged to operations and $5,000 has
         been recorded as a deposit on the asset purchase. The Company took an
         assignment of HomeTrend, Inc.'s agreement to acquire the Pyromid assets
         as security for this transaction. The Company expects to enter into a
         Joint Venture agreement with HomeTrend in the near future to restart
         the Pyromid operations.

NOTE 9   GOING CONCERN
------   -------------

         As shown in the accompanying financial statements, the Company incurred
         accumulated losses of $659,428 from inception and a cumulative negative
         cash flow from operations of $206,249. These factors raise substantial
         doubt about the Company's ability to continue as a going concern.

         The Company has entered into an asset purchase agreement (See Note 8).
         Management believes that the asset purchase will allow the Company to
         enter into a merger and to continue as a going concern.

                                       12