The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2002 are not necessarily indicative of results that may be expected for the year ending December 31, 2002. The financial statements are presented on the accrual basis.
FISHTHEWORLD HOLDINGS, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
AS OF JUNE 30, 2002
FISHTHEWORLD HOLDINGS, INC.
AND SUBSIDIARY
CONTENTS
| PAGE | 2 | CONDENSED BALANCE SHEETS AS OF JUNE 30, 2002
(CONSOLIDATED) AND DECEMBER 31, 2001 (UNAUDITED) |
| | | |
| PAGE | 3 | CONDENSED STATEMENTS OF OPERATIONS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2002
(CONSOLIDATED) AND 2001 (UNAUDITED) |
| | | |
| PAGE | 4 | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE SIX
MONTHS ENDED JUNE 30, 2002 |
| | | |
| PAGE | 5 | CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX
MONTHS ENDED JUNE 30, 2002 (CONSOLIDATED) AND 2001
(UNAUDITED) |
| | | |
| PAGES | 6 - 7 | NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF
JUNE 30, 2002 (UNAUDITED) |
CONDENSED BALANCE SHEETS
(UNAUDITED)
ASSETS
June 30, 2002
(Consolidated) December 31, 2001
-------------------- -------------------
CURRENT ASSETS
Cash $ 1,184 $ 1,891
-------------------- -------------------
TOTAL ASSETS $ 1,184 $ 1,891
==================== ===================
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Due to related party $ 1,667 $ -
-------------------- -------------------
TOTAL LIABILITIES 1,667 -
-------------------- -------------------
STOCKHOLDERS' DEFICIENCY
Common stock, $.001 par value, 100,000,000 shares authorized,
10,000,000 and 9,000,000 issued and outstanding 10,000 9,000
Additional paid-in capital 12,683 200
Deficit (23,166) (7,309)
-------------------- -------------------
Total Stockholders' Equity (Deficiency) (483) 1,891
-------------------- -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $ 1,184 $ 1,891
==================== ===================
See accompanying notes to condensed financial statements.
2
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
For The Three
Months Ended For The Three For The Six Months For The Six
June 30, 2002 Months Ended Ended June 30, 2002 Months Ended
(Consolidated) June 30, 2001 (Consolidated) June 30, 2001
-------------- ------------- ------------------- --------------
REVENUES $ -- $ -- $ -- $ 1,220
----------- ----------- ----------- -----------
EXPENSES
Professional fees 7,200 -- 12,650 --
General and administrative 1,195 822 1,707 2,268
Executive compensation 750 750 1,500 1,500
----------- ----------- ----------- -----------
Total Expenses 9,145 1,572 15,857 3,768
----------- ----------- ----------- -----------
NET LOSS $ (9,145) $ (1,572) $ (15,857) $ (2,548)
=========== =========== =========== ===========
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED $ -- $ -- $ -- $ --
=========== =========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
DURING THE PERIOD - BASIC AND DILUTED 9,577,778 9,000,000 9,287,293 9,000,000
=========== =========== =========== ===========
See accompanying notes to condensed financial statements.
3
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2002
(UNAUDITED)
Common Stock Additional
Paid-In
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
Balance, December 31, 2001 9,000,000 $ 9,000 $ 200 $ (7,309) $ 1,891
Recapitalization of the company 1,000,000 1,000 (2,517) -- (1,517)
Additional capital contributed -- -- 13,500 -- 13,500
Contributed services -- -- 1,500 -- 1,500
Net loss for the six months ended June 30, 2002 -- -- -- (15,857) (15,857)
---------- ---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2002 10,000,000 $ 10,000 $ 12,683 $ (23,166) $ (483)
========== ========== ========== ========== ==========
See accompanying notes to condensed financial statements.
4
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For The Six Months
Ended June 30, 2002 For The Six Months
(Consolidated) Ended June 30, 2001
---------------------- --------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (15,857) $ (2,548)
Adjustments to reconcile net loss to net
cash used in operating activities:
Contributed services 1,500 1,500
---------------------- --------------------
Net Cash Used In Operating Activities (14,357) (1,048)
---------------------- --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in acquisition of subsidiary 150 -
---------------------- --------------------
Net Cash Used In Investing Activities 150 -
---------------------- --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from additional capital contributed 13,500 197
---------------------- --------------------
Net Cash Used In Financing Activities 13,500 197
---------------------- --------------------
NET DECREASE IN CASH (707) (851)
CASH - BEGINNING OF PERIOD 1,891 851
---------------------- --------------------
CASH - END OF PERIOD $ 1,184 $ -
====================== ====================
See accompanying notes to condensed financial statements.
5
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(A) Organization and Business Operations
| | Certain information and disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted in this Form 10-QSB in compliance with the Rules and regulations of the Securities and Exchange Commission. However, in the opinion of the Company (formerly known as Asturias Industries, Inc.) the disclosures contained in this Form 10-QSB are adequate to make the information fairly presented. See Form 10KSB for the year ended October 31, 2001 for additional information relevant to significant policies followed by the Company. In conjunction with the acquisition and recapitalization discussed in Note 3, the Company changed its year-end to December 31, the year-end of the accounting acquirer. |
(B) Basis of Presentation
| | In the opinion of the Company, the accompanying unaudited financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of June 30, 2002 and the results of operations for the three and six months periods ended June 30, 2002. The results of operations for the six months ended June 30, 2002 are not necessarily indicative of the results which may be expected for the entire year. |
NOTE 2 PRINCIPLES OF CONSOLIDATION
| | The accompanying 2002 consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation. |
NOTE 3 ACQUISITION AND RECAPITALIZATION
| | Under a share exchange agreement (“the Agreement’) entered into on May 8, 2002 the Company (formerly known as Asturias Industries, Inc.), a reporting public company with no operations at that time, acquired 100% of the issued and outstanding common stock of Fishtheworld.com, Inc. (“FCI”) in exchange for 9,000,000 shares of its common stock. Immediately after the acquisition, there were 10,000,000 shares outstanding. As a result of the exchange, FCI became a wholly-owned subsidiary of the Company and the shareholders of FCI became shareholders of 90% of the Company. Generally accepted accounting principles in the United States of America require that the Company whose shareholders retain a majority interest in a business combination be treated as the acquirer for accounting purposes. As a result, the exchange was treated as a recapitalization of FCI and the financial statements include the balance sheet of the accounting acquirer and the acquiree at historical cost as of June 30, 2002 and the statements of operations include the results of operations of the accounting acquirer for all periods presented and the results of operations of the acquiree from the date of merger and recapitalization. |
6
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2002
(UNAUDITED)
NOTE 4 COMMON STOCK
| | The Company was originally authorized to issue 10,000,000 shares of common stock having a par value of $0.001. In May 2002, amended Article of Incorporation were filed with the State of Florida to increase its authorized shares of common stock to 100,000,000 shares. At June 30, 2002, after the recapitalization discussed in Note 3, there are 10,000,000 shares issued and outstanding. |
NOTE 5 CONTRIBUTED SERVICES
| | During the six months ended June 30, 2002, the stockholder/officer of the Company contributed his services to the business which had a fair value of $1,500 for the six months. Such contributed services have been reflected as additional paid-in capital in the statement of changes in stockholders’ equity. |
7
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
We do not currently generate any revenues from the services we provide and we do not expect to generate revenues for the foreseeable future. Therefore, we will continue to operate on a reduced budget until we raise additional funds. If we are unable to raise additional funds by fiscal year end 2002 we may have to limit our operations to an extent not presently determinable by management, but which may include the sale of any assets owned or our ceasing to conduct business. Although we have no commitments for capital, we may raise additional funds through:
| | - | public offerings of equity, securities convertible into equity or debt, |
| | - | private offerings of securities or debt, or |
| | - | other sources. |
Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.
PLAN OF OPERATIONS -
Our plan of operations for the twelve months following the date of this registration statement is to complete the following objectives within the time period specified:
We have just contracted with the Pay pal system for handling credit cards and charges for fishtheworld.com. With this service in place, we will begin instituting our fee structure for new listings to our charter guide listings. We anticipate that this will begin a revenue flow for us by the beginning of the fourth quarter of 2002. This division should be able to produce between $15,000 and $20,000 per 12 months.
Following the listing service, we anticipate rolling out our product program. The product program will consist of items that we will be warehousing at our facilities and products that will be drop shipped by fulfillment and service centers. The items we currently have slated to the product program are:
| | o | Fishing lures and hard to find accessories |
| | o | Marine apparel and jewelry |
| | o | saltwater thermal charts |
| | o | Freshwater topographical charts |
| | o | Client web site development |
We anticipate that as we role out these new programs over the next 12 months, that certain products will begin by producing more than others. As fishtheworld.com’s headquarters are located in the South Florida market, we will be able to market the saltwater thermal charts to the local industries more efficiently because of the direct location to our base of operations. The fishtheworld.com web site is primarily focused on the saltwater industry, however, the freshwater fishing industry is easily three times the size of the saltwater industry and thus why we are in negotiations with OutdoorIntelligence.com. OutdoorIntelligence.com produces topographical underwater charts of lakes and rivers throughout the United States. The fishing accessories and the jewelry and apparel will continue a steady increase in sales as the number of qualified visitors to the web site continues to increase. Since acquisition of the site a year ago, the numbers of viewers has tripled. We anticipate that the numbers of viewers will even out around 18,000 to 20,000 per month. We have advertising planned for the site, beginning fourth quarter of 2002. This advertising is designed to bring new clients directly to the web site. Completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even with out significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.
We anticipate that our operational and administrative expenses for the next 12 months will total $ 11,940.00. The breakdown is as follows:
| | Computer/Host/supplies | $ 50.00 |
| | Telecommunications/DSL | $ 60.00 |
| | General/Administrative | $ 30.00 |
| | Web Development | $250.00 |
| | Legal/Accounting | $500.00 |
| | Total per month: | $890.00 |
The foregoing represents our best estimate of our cash needs based on current planning and business conditions. The exact allocation, purposes and timing of any monies raised in subsequent private financings may vary significantly depending upon the exact amount of funds raised and status of our business plan.
In the event we are not successful in reaching our initial revenue targets, additional funds may be required and we would then not be able to proceed with our business plan for the development and marketing of our core products and services. Should this occur, we would likely seek additional financing to support the continued operation of our business.
We anticipate that depending on market conditions and our plan of operations, we could incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough gross profit from our advertising and new products to cover our operating expenses.
Results of Operations
We were incorporated on July 13, 1998. On, May 8th 2002, we entered into an agreement to acquire all the issued and outstanding shares of Fishtheworld.com Inc., in exchange for 9,000,000 of our shares of common stock.
For the fiscal year 2000, we incurred expenses of $16,646 consisting of advertising fees of $916, license and permits fees of $535, web hosting fees of $3,893, printing fees of $652, telephone fees of $5,141 executive compensation $3,000 and office expenses of $2,509. For the fiscal year 2001 we incurred expenses of $5,877 consisting of license and permits fees of $150, web hosting fees of $178, telephone fees of $1,579, executive compensation $3,000 and office expenses of $970.
Prior to our acquisition of all of the shares of Fishtheworld.com, Inc., such company had realized sales of $18,176 in fiscal year 2000 and sales of $4,517 in fiscal year 2001 from its sale of advertising space on its web site. As a result, from January 1, 2000 to December 31, 2000, Fishtheworld.com, Inc. realized a net profit of $1,530 and from January 1, 2001 to December 31, 2001, it realized a net loss of $1,360.
Since incorporation, we have funded our operations through private equity financings. We have raised a total of $3,200 from selling our securities in this time frame. As of December 31, 2001 our assets were recorded at $1,891 consisting of cash of $1,891. At December 31, 2001 our liabilities consisted of $0. We believe that the above discussion contains a number of forward-looking statements. Our actual results and our actual plan of operations may differ materially from what is stated above.
PART II - OTHER INFORMATION
| Item 1. | Legal Proceedings. | Not Applicable |
| | | |
| Item 2. | Changes in Securities. | None |
| | | |
| Item 3. | Defaults Upon Senior Securities. | Not Applicable |
| | | |
| Item 4. | Submission of Matters to a Vote of Security Holders. | None |
| | | |
| Item 5. | Other Information. | None |
| | | |
| Item 6. | Exhibits and Reports of Form 8-K. | |
| | | | |
| (1) | A Form 8-K was filed on April 29, 2002 based on Changes in Registrant and Changes in Accountant. |
| | | | |
| (2) | A Form 8-K was filed on May 23, 2002 based on Changes in Registrant, Changes in Accountant ander under "Other Events" change in fiscal year. | |
| | | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed in its behalf by the undersigned, thereunto duly authorized, on September 23, 2002
| | FISHTHEWORLD HOLDINGS, INC. |
| | |
| Date: September 23 , 2002 | By: /s/ Jon Erik Gundlach
Jon Erik Gundlach
President and CEO |
| | |
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
I, Jon Erik Gundlach certify that:
| 1. | I have reviewed this Amendment No. 2 to the quarterly report on Form 10-QSB of Fishtheworld Holdings, Inc. |
| 2. | Based on my knowledge, this Amendment No. 2 to the quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this Amendment No. 2 to the quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; |
| 4. | I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: |
| a) | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; |
| b) | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date with 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and |
| c) | presented in this quarterly report our conclusions about effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions): |
| a) | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors and material weakness in internal controls; and |
| b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and |
| 6. | I have indicated in this Amendment No. 2 to the quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Dated: September 23, 2002
/s/ Jon Erik Gundlach
Jon Erik Gundlach
President and CEO |
