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 nine months ended September 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 SEPTEMBER 30, 2002
FISHTHEWORLD HOLDINGS, INC.
AND SUBSIDIARY
CONTENTS
| PAGE | 2 | CONDENSED BALANCE SHEETS AS OF SEPTEMBER 30, 2002 (CONSOLIDATED) AND DECEMBER 31, 2001 (UNAUDITED) |
| | | |
| PAGE | 3 | CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 (CONSOLIDATED) AND 2001 (UNAUDITED) |
| | | |
| PAGE | 4 | CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 |
| | | |
| PAGE | 5 | CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 (CONSOLIDATED) AND 2001 (UNAUDITED) |
| | | |
| PAGES | 6 - 7 | NOTES TO CONDENSED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2002 (UNAUDITED) |
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED BALANCE SHEETS
------------------------
(UNAUDITED)
ASSETS
------
September 30, 2002
(Consolidated) December 31, 2001
-------------------- -------------------
CURRENT ASSETS
Cash $ 888 $ 1,891
-------------------- -------------------
TOTAL ASSETS $ 888 $ 1,891
- ------------
==================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 16,958 $ -
Due to related party 1,667 -
-------------------- -------------------
Total Current Liabilities 18,625 -
-------------------- -------------------
STOCKHOLDERS' EQUITY (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 17,283 200
Deficit (45,020) (7,309)
-------------------- -------------------
Total Stockholders' Equity (Deficiency) (17,737) 1,891
-------------------- -------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY) $ 888 $ 1,891
- -------------------------------------------------------
==================== ===================
See accompanying notes to condensed consolidated financial statements.
2
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF OPERATIONS
----------------------------------
(UNAUDITED)
For The Three For The Three For The Nine For The Nine
Months Ended Months Ended Months Ended Months Ended
September 30, 2002 September 30, September 30, 2002 September 30,
(Consolidated) 2001 (Consolidated) 2001
-------------------- ----------------- -------------------- --------------
REVENUES $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------
EXPENSES
Professional fees 19,092 -- 28,241 --
General and administrative 2,013 -- 7,220 2,268
Executive compensation 750 750 2,250 2,250
------------ ------------ ------------ ------------
Total Expenses 21,855 750 37,711 4,518
------------ ------------ ------------ ------------
NET LOSS $ (21,855) $ (750) $ (37,711) $ (4,518)
============ ============ ============ ============
NET INCOME (LOSS) PER SHARE - BASIC AND DILUTED $ -- $ -- $ -- $ --
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
DURING THE PERIOD - BASIC AND DILUTED 10,000,000 9,000,000 9,345,324 9,000,000
============ ============ ============ ============
See accompanying notes to condensed consolidated financial statements.
3
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
--------------------------------------------
(UNAUDITED)
Additional
Common Stock 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 -- -- 17,350 -- 17,350
Contributed services -- -- 2,250 -- 2,250
Net loss for the nine months ended September 30, 2002 -- -- -- (37,711) (37,711)
---------- ---------- ---------- ---------- ----------
BALANCE, SEPTEMBER 30, 2002 10,000,000 $ 10,000 $ 17,283 $ (45,020) $ (17,737)
----------
========== ========== ========== ========== ==========
See accompanying notes to condensed consolidated financial statements.
4
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
CONDENSED STATEMENTS OF CASH FLOWS
----------------------------------
(UNAUDITED)
For The Nine Months For The Nine
Ended September 30, Months Ended
2002 (Consolidated) September 30, 2001
-------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(37,711) $ (4,518)
Adjustments to reconcile net loss to net cash used in operating
activities:
Contributed services 2,250 2,250
Increase in accounts payable and accrued expenses 16,958 --
-------- --------
Net Cash Used In Operating Activities (18,503) (2,268)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received in acquisition of subsidiary 150 --
-------- --------
Net Cash Provided By Investing Activities 150 --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash overdraft -- 1,220
Proceeds from additional capital contributed 17,350 197
-------- --------
Net Cash Provided By Financing Activities 17,350 1,417
-------- --------
NET DECREASE IN CASH (1,003) (851)
CASH - BEGINNING OF PERIOD 1,891 851
-------- --------
CASH - END OF PERIOD $ 888 $ --
==================== ======== ========
See accompanying notes to condensed consolidated financial statements.
5
FISHTHEWORLD HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 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 condensed consolidated financial statements reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position as of September 30, 2002 and the results of operations for the three and nine months periods ended September 30, 2002. The results of operations for the nine months ended September 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
SEPTEMBER 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 September 30, 2002, after the recapitalization discussed in Note 3, there are 10,000,000 shares issued and outstanding. |
NOTE 5 CONTRIBUTED SERVICES
| | During the nine months ended September 30, 2002, the stockholder/officer of the Company contributed his services to the business which had a fair value of $2,250 for the nine months. Such contributed services have been reflected as additional paid-in capital in the statement of changes in stockholders’ equity. |
NOTE 6 GOING CONCERN
| | The Company’s financial statements for the nine months ended September 30, 2002 have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company incurred a net loss of $37,711 for the nine months ended September 30, 2002, a negative cash flow from operations of $18,503, a working capital deficiency and a stockholders’ deficiency of $17,737 at September 30, 2002. The Company’s working capital deficiency at September 30, 2002 may not enable it to meet such objectives as presently structured. The financial statements do not include any adjustments that might result form the outcome of this uncertainty. |
| | The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, commence profitable operations and implement its business plan. Management believes the Company will become profitable with the commencement of revenue producing operations during 2003. |
7
Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
All revenues generated to date were generated by Fishtheworld.com, Inc., our subsidiary prior to the merger. We generated revenues from the sale of advertising prior to the merger. No revenues have been generated by us since the merger with Fishtheworld.com, Inc. since our main objective has been to redesign the web site program so that the web site would be fully automated and we did not require sponsors to renew their agreements during this time. We expect limited revenues until we raise additional funds and therefore we will continue to operate on a reduced budget until such time. 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.. Jon Gundlach, our sole officer, director and principal shareholder, has agreed that he will continue to cover the costs for our operations until additional funds become available. Although we have no commitments for capital, other than verbal assurances from Mr. Gundlach, 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.
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 $4,530 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 and office expenses of $2,509. For the fiscal year 2001 we incurred expenses of $1,640 consisting of license and permits fees of $150, web hosting fees of $178, telephone fees of $1,579 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 $4,530 and from January 1, 2001 to December 31, 2001, it realized a net profit of $1,640.
Recent Financial Results for the Third Quarter Ended September 30, 2002 and September 30, 2001
We had no revenues for the third quarter ending September 30, 2002 or September 30, 2001. Our net loss from operations for the third quarter ending September 30, 2002 was $21,855 as compared to a net loss from operations for the third quarter ending September 30, 2001 of $750. The increase in professional fees for the third quarter ending September 30, 2002 contributed to our operating loss.
Selling, General and Administrative. Selling, general and administrative expenses increased by $2,013, from $0 for the third quarter ending September 30, 2001 to $2,013 for the third quarter ending September 30, 2002. Selling, general and administrative expenses increased due to fees incurred for the development of our web site.
Recent Financial Results for the Nine Months Ended September 30, 2002 and September 30, 2001
We had no revenues for the nine months ending September 30, 2002 or September 30, 2001. Our net loss from operations for the nine months ending September 30, 2002 was $37,711 as compared to a net loss from operations for the nine months ending September 30, 2001 of $4,518. The increase in professional fees for the nine months ending September 30, 2002 contributed to our operating loss.
Selling, General and Administrative. Selling, general and administrative expenses increased by $4,952, from $2,268 for the nine months ending ending September 30, 2001 to $7,220 for the nine months ending September 30, 2002. Selling, general and administrative expenses increased due to fees incurred for the development of our website..
Liquidity and Capital Resources
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. Jon Gundlach, our sole officer, director and principal shareholder has agreed to fund our operations, including the expenses for this offering, until we receive additional financing.
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. | None |
| | | | |
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 October 30, 2002.
| | FISDHTHEWORLD HOLDINGS, INC. |
| | |
| Date: October 30, 2002 | By: /s/ Jon Erik Gundlach
Jon Erik Gundlach
President |
| | |
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL 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 quarterly report on Form 10-QSB of Fishtheworld Holdings, Inc. |
| 2. | Based on my knowledge, 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 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 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: October 30, 2002
/s/ Jon Erik Gundlach
Jon Erik Gundlach
President, CEO and CFO |
