UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedJune 30, 2012
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number:000-31023
WORLDNET, INC. OF NEVADA
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 88-0247824 (I.R.S. Employer Identification No.) |
#281, 369 East 900 South, Salt Lake City, Utah (Address of principal executive offices) | 84111 (Zip Code) |
(435) 674-1282
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Non-accelerated filer ☐ | Accelerated filer ☐ Smaller reporting company ☑ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☑ No ☐
The number of shares outstanding of the registrant’s common stock as of August 1, 2012 was 18,500,000.
| | TABLE OF CONTENTS | |
| | | |
| | | |
| | PART I – FINANCIAL INFORMATION | |
| | | |
| Item 1 | Financial Statements | 2 |
| | | |
| | Condensed Balance Sheets | 3 |
| | Condensed Statement of Operations | 4 |
| | Condensed Statements of Cash Flows | 5 |
| | Notes to the Unaudited Condensed Financial Statements | 6 |
| | | |
| Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Opererations | 7 |
| | | |
| | | |
| Item 3 | Quantitative and Qualitative Disclosures about Market Risk | 8 |
| | | |
| Item 4 | Controls and Procedures | 9 |
| | | |
| | PART II – OTHER INFORMATION | |
| | | |
| Item 6 | Exhibits | 9 |
| | | |
| | Signatures | 10 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WORLDNET, INC. OF NEVADA
(A Development Stage Company)
Financial Statements
June 30, 2012
WorldNet, Inc. of Nevada
(A Development Stage Company)
Condensed Balance Sheets
| | | | | |
| | | JUN 30, 2012 | | DEC 31, 2011 |
| | | (Unaudited) | | |
| ASSETS | | | | |
| CURRENT ASSETS | | | | |
| Cash | | $ | 4,862 | | | $ | 318 | |
| Total current assets | | | 4,862 | | | | 318 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 4,862 | | | $ | 318 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable | | $ | 136,750 | | | $ | 115,800 | |
| Total current liabilities | | | 136,750 | | | | 115,800 | |
| Total liabilities | | | 136,750 | | | | 115,800 | |
| STOCKHOLDERS' DEFICIT | | | | | | | | |
Common stock, $.001 par value; 25,000,000 shares
authorized;18,500,000 shares issued and outstanding | | | 18,500 | | | | 18,500 | |
| Additional paid-in capital | | | 47,500 | | | | 47,500 | |
| Deficit accumulated during the development stage | | | (197,888 | ) | | | (181,482 | ) |
| Total stockholders' deficit | | | (131,888 | ) | | | (115,482 | ) |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | | $ | 4,862 | | | $ | 318 | |
The accompanying notes are an integral part of these financial statements.
WorldNet, Inc. of Nevada
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
| | | | | | | | | | | |
| | | FOR THE THREE MONTHS
ENDED
JUN 30, 2012 | | FOR THE THREE MONTHS
ENDED
JUN 30, 2011 | | FOR THE SIX MONTHS
ENDED
JUN 30, 2012 | | FOR THE SIX
MONTHS
ENDED
JUN 30, 2011 | | FROM INCEPTION ON MAR 12, 1986 TO
JUN 30, 2012 |
| | | | | | | | | | | |
| Revenues | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| Expenses | | | | | | | | | | | | | | | | | | | | |
| General and administrative | | | 5,929 | | | | 3,583 | | | | 16,406 | | | | 7,184 | | | | 197,888 | |
| Total expenses | | | 5,929 | | | | 3,583 | | | | 16,406 | | | | 7,184 | | | | 197,888 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net Operating Loss | | | (5,929 | ) | | | (3,583 | ) | | | (16,406 | ) | | | (7,184 | ) | | | (197,888 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Loss before income taxes | | | (5,929 | ) | | | (3,583 | ) | | | (16,406 | ) | | | (7,184 | ) | | | (197,888 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Taxes | | | 0 | | | | 0 | | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss | | $ | (5,929 | ) | | $ | (3,583 | ) | | $ | (16,406 | ) | | $ | (7,184 | ) | | $ | (197,888 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| Net loss per share | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| | | | | | | | | | | | | | | | | | | | | |
| Weighted average shares outstanding | | | 18,500,000 | | | | 18,500,000 | | | | 18,500,000 | | | | 18,500,000 | | | | | |
The accompanying notes are an integral part of these financial statements.
WorldNet, Inc. of Nevada
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
| | | | | | | |
| | | FOR THE SIX
MONTHS
ENDED
JUN 30, 2012 | | FOR THE SIX MONTHS
ENDED
JUN 30, 2011 | | INCEPTION ON
MAR 12, 1986
TO
JUN 30, 2012 |
| | | | | | | | | | | | | |
| Cash Flows from Operating Activities | | | | | | | | | | | | |
| Net loss | | $ | (16,406 | ) | | $ | (7,184 | ) | | $ | (197,888 | ) |
Adjustments to reconcile net loss to cash provided
(used) by operating activities: | | | | | | | | | | | | |
| Shares issued for services | | | 0 | | | | 0 | | | | 49,000 | |
| Depreciation and amortization | | | 0 | | | | 0 | | | | 17,000 | |
| Changes in assets and liabilities: | | | | | | | | | | | | |
| (Increase) decrease in prepaid expenses | | | 0 | | | | 2,500 | | | | 0 | |
Increase in accounts payable and accrued
expenses | | | 20,950 | | | | 6,125 | | | | 136,750 | |
| Net cash provided (used) by operating activities | | | 4,544 | | | | 1,441 | | | | 4,862 | |
| | | | | | | | | | | | | |
| Cash Flows from Investing Activities | | | | | | | | | | | | |
| Net cash provided (used) by investing activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| Cash Flows from Financing Activities | | | | | | | | | | | | |
| Net cash provided (used) by financing activities | | | 0 | | | | 0 | | | | 0 | |
| | | | | | | | | | | | | |
| Increase (decrease) in cash | | | 4,544 | | | | 1,441 | | | | 4,862 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents at beginning of period | | | 318 | | | | 576 | | | | 0 | |
| | | | | | | | | | | | | |
| Cash and cash equivalents at end of period | | $ | 4,862 | | | $ | 2,017 | | | $ | 4,862 | |
| | | | | | | | | | | | | |
| Supplemental Cash Flow Information: | | | | | | | | | | | | |
| Cash paid for interest | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Cash paid for income taxes | | $ | 0 | | | $ | 0 | | | $ | 0 | |
| Non-Cash Investing and Financing Activities | | | | | | | | | | | | |
| Stock issued for marketing rights | | $ | 0 | | | $ | 0 | | | $ | 17,000 | |
| Stock issued for services | | $ | 0 | | | $ | 0 | | | $ | 49,000 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
The accompanying notes are an integral part of these financial statements
WorldNet, Inc. of Nevada
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2012
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
| | The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its December 31, 2011 Annual Report on Form 10-K. Operating results for the six months ended June 30, 2012 are not necessarily indicative of the results to be expected for year ending December 31, 2012. |
NOTE 2 – Going Concern
| | The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies. |
NOTE 3 – Subsequent Events
| | The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements. |
In this report references to “WorldNet,” “the Company,” “we,” “us,” and “our” refer to WorldNet, Inc. of Nevada.
FORWARD LOOKING STATEMENTS
The U.S. Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “expect,” “believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
We are a development stage company that has not recorded revenues for the past two fiscal years. At June 30, 2012 we had cash of $4,862 and total liabilities of $136,750. We are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.
As of the date of this report, our management has not had any discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Also, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.
We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur 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 extremely difficult and complex.
Management anticipates that the struggling global economy will restrict the cash available for business opportunities and restrict the number of such transactions available to us. There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.
If we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.
Liquidity and Capital Resources
We have not recorded revenues from operations since inception. We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon related parties to provide loans to fund operations and provide or pay for professional expenses. At June 30, 2012, our cash increased to $4,862 from $318 at December 31, 2011 as a result of proceeds received from cash advances received during the 2012 first quarter. Our total liabilities increased from $115,800 at December 31, 2011 to $136,750 at June 30, 2012 and this increase primarily represents increased accounts payable for consulting services and professional expenses paid on our behalf.
We intend to obtain capital from management, significant stockholders or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.
During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.
Results of Operations
We did not record revenues in either of the three or six month periods ended June 30, 2011 or 2012. General and administrative expense increased from $3,583 for the 2011 second quarter compared to $5,929 for the 2012 second quarter and general and administrative expense increased from $7,184 for the 2011 six month period compared to $16,406 for 2012 six month period. The increases in general and administrative expense in the 2012 interim periods primarily reflect increased costs for professional and consulting services relied upon for our operations.
Accordingly, our net loss increased from $3,583 for the 2011 second quarter compared to $5,929 for the 2012 second quarter and our net loss increased from $7,184 for the 2011 six month period compared to $16,406 for the 2012 six month period. Management expects net losses to continue until we acquire or merge with a business opportunity.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange
Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.
Changes to Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
| | No. | | | Description |
| | 31.1 | | | Principal Executive Officer Certification |
| | 31.2 | | | Principal Financial Officer Certification |
| | 32.1 | | | Section 1350 Certification |
Part II Exhibits
| No. | Description |
| 3(i) | Articles of Incorporation (Incorporated by reference to exhibit 3.1 of Form 10-SB, filed July 14, 2000) |
| 3(ii) | Bylaws of WorldNet (Incorporated by reference to exhibit 3.2 to Form 10-SB, filed July 14, 2000) |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 14, 2012 | WORLDNET, INC. OF NEVADA By:/s/ Donald R. Mayer Donald R. Mayer President and Director Principal Financial Officer |
