SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended November 30, 2002.
Commission File Number: 333-84934
WORLD HEALTH ALTERNATIVES, INC.
(Exact name of registrant as specified in its charter)
Florida 04-3613924
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
155 Lime Kiln Road, Darlington, Pennsylvania 16115
(Address of principal executive offices) (Zip Code)
(724) 891-6618
(Registrant's telephone number, including area code)
All correspondence to:
Brenda Lee Hamilton Esquire
Hamilton, Lehrer & Dargan P.A.
2 East Camino Real Suite 202
Boca Raton Florida 33432
Telephone 561-416-8956 Facsimile 561-416-2855
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. X Yes ___ No
As of January 13, 2003, we have 52,487,400 shares of our common stock
outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
World Health Alternatives, Inc.
(A Development Stage Company)
Balance Sheet
November 30, 2002
(Unaudited)
Assets
Current assets
Cash $ 97
---------
Other assets:
Web site 4,130
---------
$ 4,227
=========
Liabilities and Stockholders' (Deficit)
Current liabilities
Accounts payable $ 6,696
---------
Stockholders' (deficit)
Preferred Stock, $.0001 par value,
100,000,000 shares authorized -
Common stock, $.0001 par value,
200,000,000 shares authorized,
51,487,400 shares issued and outstanding 5,149
Additional paid-in capital 209,572
Deferred compensation (37,500)
(Deficit) accumulated during the development stage (179,690)
---------
(2,469)
---------
$ 4,227
=========
See the accompanying notes to the financial statements.
World Health Alternatives, Inc.
(A Development Stage Company)
Statements of Operations
Three Months and Nine Months Ended November 30, 2002 and
Period From Inception (February 13, 2002) to November 30, 2002
(Unaudited)
Three Months Nine Months
Ended Ended Inception to
November 30, 2002 November 30, 2002 November 30, 2002
----------------- ----------------- -----------------
Revenue $ - $ - $ -
----------- ----------- -----------
Operating Costs and Expenses:
Non cash stock compensation 37,500 112,500 114,910
General and administrative 8,380 48,574 64,780
----------- ----------- -----------
45,880 161,074 179,690
----------- ----------- -----------
Net (loss) $ (45,880) $ (161,074) $ (179,690)
=========== =========== ===========
Per Share Information - basic
and fully diluted:
Weighted average common shares outstanding 51,487,400 51,487,400 50,898,127
=========== =========== ===========
(Loss) per share $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
See the accompanying notes to the financial statements.
World Health Alternatives, Inc.
(A Development Stage Company)
Statements of Cash Flows
Nine Months Ended November 30, 2002 and
Period From Inception (February 13, 2002) to November 30, 2002
(Unaudited)
Nine Months
Ended Inception to
November 30, 2002 November 30, 2002
----------------- -----------------
Cash flows from operating activities:
Net cash (used in) operating activities $ (29,108) $ (29,114)
----------- -----------
Cash flows from investing activities:
Net cash (used in) investing activities (1,150) (1,150)
----------- -----------
Cash flows from financing activities:
Net cash provided by financing activities 29,311 30,361
----------- -----------
Increase (decrease) in cash and cash equivalents (947) 97
Cash and cash equivalents, beginning of period 1,044 -
----------- -----------
Cash and cash equivalents, end of period $ 97 $ 97
=========== ===========
Supplemental cash flow information:
Cash paid for interest $ - $ -
=========== ===========
Cash paid for income taxes $ - $ -
=========== ===========
See the accompanying notes to the financial statements.
World Health Alternatives, Inc.
(A Development Stage Company)
Notes to Financial Statements
November 30, 2002
(Unaudited)
(1) Basis Of Presentation
The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information. They do not include all of the
information and footnotes required by GAAP for complete financial statements. In
the opinion of management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation have been included.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year. For further
information, refer to the financial statements of the Company as of February 28,
2002 and the period from inception to February 28, 2002 including notes thereto.
(2) Earnings Per Share
The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. During the periods presented common stock
equivalents were not considered as their effect would be anti dilutive.
(3) Stockholders' (Deficit)
During October 2002 the Company affected a 2 for 1 forward stock split. All
share and per share amounts have been restated to reflect this split.
During the period from March 1, 2002 through March 24, 2002 the Company issued
241,000 shares of common stock for cash aggregating $12,050 and collected
receivables for stock issued aggregating $970.
During the nine months ended November 30, 2002 a shareholder directly paid
certain obligations of the Company aggregating $14,000 for legal fees. This
amount was contributed to the capital of the Company.
During the nine months ended November 30, 2002 shareholders contributed $16,291
in cash and $2,250 in services to the capital of the Company.
On March 5, 2002 the Company entered into two one year consulting agreements. As
compensation the consultants received a total of 3,000,000 shares of common
stock valued at the fair market value of the shares issued of $150,000. This
amount will be classified as deferred compensation and charged to operations
over the period in which the services are provided. Through November 30, 2002
the Company charged $112,500 to operations related to these services.
(4) Going Concern
The Company's financial statements are presented on a going concern basis, which
contemplates the realization of assets and satisfaction of liabilities in the
normal course of business.
The Company has experienced a significant loss from operations as a result of
its investment necessary to achieve its operating plan, which is long-range in
nature. From inception to November 30, 2002, the Company incurred a net loss of
$179,690 and has no revenue generating operations.
The Company's ability to continue as a going concern is contingent upon its
ability to attain profitable operations and secure financing. In addition, the
Company's ability to continue as a going concern must be considered in light of
the problems, expenses and complications frequently encountered by entrance into
established markets and the competitive environment in which the Company
operates.
The Company is pursuing equity financing for its operations and is seeking a
merger with an operating entity. Failure to secure such financing, to raise
additional capital or borrow additional funds or merge with an operating entity
may result in the Company depleting its available funds and not being able pay
its obligations.
The financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts
and classification of liabilities that may result from the possible inability of
the Company to continue as a going concern.
(5) Subsequent Event
On January 2, 2003, the Company entered into an agreement that if completed will
result in a change in control. The Company and certain shareholders and the
shareholders of Better Solutions, Inc. entered into an agreement whereby the
Company agreed to acquire 100% of the issued and outstanding shares of the
common stock of Better Solutions, Inc. in exchange for unissued shares of the
Company's common stock (the "Exchange Offer") so that Better Solutions, Inc.
will become a wholly owned subsidiary.
In connection with the Exchange Offer, the Agreement provides that certain of
the Company's shareholders agreed to retire 47,500,000 shares of common stock
held by them thereby reducing their holdings to 509,000 shares of the Company's
common stock.
In exchange for all of the issued and outstanding shares of Better Solutions,
Inc.'s common stock, the Company agreed to issue 33,000,000 shares [which after
issuance shall represent 90% of the Company's outstanding common stock] of
common stock to the shareholders of Better Solutions, Inc. After the issuance of
the 33,000,000 shares of common stock the Company will have approximately
36,987,400 shares of common stock outstanding.
Item 2. Plan of Operations.
Forward-Looking Statements.
This report on Form 10-QSB for the quarterly period ending November 30, 2002
contains forward-looking statements. The words "we," "us," and "our" refer to
World Health Alternatives, Inc. The words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements." Actual results could differ materially
from those projected in the forward-looking statements as a result of a number
of risks and uncertainties, including: (a) lack of demand for our products; (b)
competitive products and pricing; (c) limited amount of resources devoted to
advertising; (d)federal, state, and local government regulations which may lead
to increased costs and decreased revenues, both of which may negatively affect
our potential profitability; (e) our management has no experience in selling
vitamins, minerals, herbs, spices, homeopathic, and aromatherapy products and as
such, we may be unsuccessful in generating revenues; (f) we face brand name
recognition risks which may adversely affect our revenues; (g) our ability to
continue as a going concern is dependent on our ability to obtain financing for
our operations for which we may be unable to obtain; (h) because we are a
development stage company with a limited operating history and a poor financial
condition, you will be unable to evaluate our business prospects or determine
whether we will become profitable; (i) we have experienced delays in our Plan of
Operations as noted below; and (j) we may not meet the National Association of
Securities Dealers Bulletin Board Exchange ("BBX") listing requirements which
may lead to increased investment risk and inability to sell your shares.
OUR PLAN OF OPERATIONS FROM OUR INCEPTION TO DATE
We were incorporated on February 13, 2002. Since our inception to January 17,
2003, we have accomplished the following in our plan of operations:
Raised Capital
We raised $14,070 for our operations through the sale of a private placement of
our securities.
Established Website
On March 25, 2002, our website, www.worldhealthalternatives.com, became
operational.
Agreement with Ecoquest
April 8, 2002 - We entered into an agreement with EcoQuest International which
allows us to become an authorized dealer of EcoQuest's home environmental
products.
Authorized Independent Representatives for Global Health Trax April 25, 2002 -
We became an Authorized Independent Representative for the sale of Global Health
Trax products.
Research
April 2002 through August 2002 - Our president, Edward Siceloff, has been
researching organizations that conduct research and publish articles pertaining
to vitamins, minerals and herbs and their effects. We intend to publish such
articles on our website; however, to date we have not done so. There is no cost
associated with this research; however, there will be costs if we enter into
agreements or arrangements with such research organizations. We have not yet
determined the specific amount or nature of such costs. In addition, our
president conducted research on price competition pertaining to the type of
products we sell to ensure that the products we offer are competitively priced.
There is no cost associated with this research.
OUR FUTURE PLAN OF OPERATIONS
We will attempt to accomplish the following aspects of our plan of operations
over the next twelve (12) months. As indicated below, certain aspects of our
plan of operations have been delayed due to our lack of financial resources.
Enter into Agreements with Suppliers for Products
Throughout our plan of operations, in order to select additional product
suppliers, our president will conduct Internet research and review various
nutritional wholesaler publications. Based on this research, our president will
contact various companies and make supplier selection based upon:
o cost;
o delivery requirements; and
o product selection.
Our president will also purchase wholesale catalogues and discuss with company
representatives pertinent factors such as product availability, quality,
selection, and delivery.
Update Design, Graphics and Functional Aspects of Website
We plan to update the design, graphics and functional aspects of our website on
an ongoing continuous basis. To accomplish this objective, our president plans
to hire website consultants. We will select website consultants based on: o cost
and available funds to pay for consultants; o determining the quality of past
website projects; and o comparing such projects among website consultants.
We estimate that a $3,500 cost will be affiliated with hiring website
consultants. We do not anticipate completing this aspect of our plan of
operations until late January 2003.
Advertise our Website
Throughout our plan of operations, we plan to advertise; however, due to our
limited cash resources, we plan to seek low cost advertising of $50 to $150 per
month through local publications such as local newspapers. To date, we have not
begun to advertise in any publications. We plan to begin advertising in March
2003.
Incentives to Our Existing Customers
Originally we planned to commence this aspect of our plan of operations in June
2002; however, this aspect of our plan of operations has been delayed because we
have not yet generated revenues. We now anticipate that beginning in March 2003,
if we have revenues at that time, we will provide the following incentives to
our customers:
o Customers that obligate themselves to order a monthly supply of a product
on an annual basis will receive discounts of up to ten percent (10%); and
o Promote some of our products by offering a free bottle of vitamins or herbs
with the purchase of one such identical product.
Because we will provide free bottles of vitamins or herbs, our costs will
increase; however, at the present time the amount of that increased cost is
indeterminable. However, we plan to attempt to obtain samples of small
quantities of vitamins from suppliers at no charge or at a minimal cost to offer
our customers. At this time, we are unaware if we will be able to obtain these
samples.
Establish Database of Specific Product Ingredients, Benefits, and Harmful
Effects.
Beginning February 2003 and throughout our plan of operations, we plan to
establish and update a database of products and information about products on
our website, including information pertaining to: (a) a listing of the
ingredients of our products; (b) the potential health benefits of our products;
and (c) the potential harmful effects of our products. The cost affiliated with
this aspect of our plan of operations is related to the $3,500 cost for hiring
website consultants.
Establish Database of General Articles of Interest
Originally we planned to commence with this aspect of our plan of operations in
June 2002. This aspect of our plan of operations has been delayed because our
president has been unable to complete a sufficient database of articles, and our
president's search for these articles has been more time consuming than we
originally anticipated. We now anticipate that an initial database of articles
about our products will not be established on our website until February or
March of 2003. Thereafter, we anticipate the database will include general
subjects pertaining to:
o Vitamins;
o Minerals;
o Herbs;
o Spices;
o Homeopathy; and
o Aromatherapy.
Our president will conduct Internet searches for articles written on the
products we offer, as well as the above-mentioned general subject areas. Our
president will also seek permission from product suppliers that have written
articles on the products we offer to post such articles on our website at no
cost. The cost affiliated with this aspect of our plan of operations is part of
the expected $3,500 to hire website consultants.
Viral Marketing
Originally we planned to commence with this aspect of our plan of operations in
July 2002; however, this aspect of our plan of operations has been delayed due
to our inability to accomplish other aspects of our plan of operations. We now
anticipate that our president will not attempt to exchange advertising with
other websites until April 2003. Because we plan to pursue equal exchanges of
like advertising services between us and other websites, we do not anticipate
any costs affiliated with this aspect of our plan of operations.
Introduce our Homoeopathic Product Line
Our president will attempt to establish agreements with suppliers of homeopathic
products and to offer such products on our website. Originally, we planned to
commence this aspect of our plan of operations in July 2002. This aspect of our
plan of operations has been delayed until we complete the updating of our
website. We now anticipate these products will not be offered until May 2003. We
do not anticipate any costs affiliated with this aspect of our plan of
operations.
SUBSEQUENT EVENT
Our Agreement to Acquire Better Solutions, Inc.
On January 3, 2003, we, Edward Siceloff, our President/Director/Majority
Shareholder, Joseph Prugh, our Director and a shareholder, and Better Solutions,
Inc., a Pennsylvania corporation, and Marc Roup and Rich McDonald who
collectively own 100% of the outstanding shares of Better Solutions, Inc.,
entered into an agreement for us to acquire 100% of the issued and outstanding
shares of Better Solutions, Inc.'s common stock in exchange for unissued shares
of our common stock to be issued to Better Solutions, Inc., so that Better
Solutions, Inc. will become our wholly owned subsidiary. The agreement: (a) is
subject to satisfactory due diligence by all parties; (b) may be terminated
prior to the closing date for any reason if Better Solutions, Inc. and Messrs.
Roup and McDonald deliver written notice to us of their intent to terminate it;
and (c) may be terminated by any party if any of the conditions precedent to the
obligations of any of the parties to close has not been fulfilled as of the
closing date or if any of the parties has breached any of the representations,
warranties, covenants, or agreements contained in the agreement. In addition, if
the agreement is terminated, it will become null and void and none of the
parties shall have any liability regarding termination of the agreement. There
is no assurance that we will be able to complete the acquisition of Better
Solutions, Inc.
If we complete the acquisition of Better Solutions, Inc., we plan to replace our
management with Better Solutions, Inc.'s management, Messrs. Roup and McDonald,
and implement Better Solutions, Inc.'s business operations into our existing
business.
Our current business plans over the next twelve (12) months, regardless of
whether or not we complete the acquisition of Better Solutions, Inc., is to
update the design, graphics, and functional aspects of our website, increase the
quantity of products that we sell by locating additional suppliers, establish an
incentive program for our repeat customers, conduct limited advertising, and
establish a database of articles about nutritional and homeopathic subjects.
Certain aspects of our plan of operations have been delayed due to our lack of
financing. We may experience additional delays in our plan of operations unless
we obtain financing. The time and cost involved to accomplish each of these
milestones will vary. There are no assurances that we will have sufficient funds
to accomplish these objectives or otherwise develop our business plans.
Risks Related to our Agreement with Better Solutions, Inc.
If we breach any material terms of the agreement with Better Solutions, Inc.
we will be subject to liability and possible judgments which would negatively
affect our operations and financial condition.
If we breach any material terms contained in the Better Solutions Agreement, we
may be subject to possible litigation or judgments and indemnifying and holding
harmless Better Solutions, Inc. accordingly, should we breach the Better
Solutions agreement, our operations and financial condition will be negatively
affected.
The closing of the Better Solutions, Inc. acquisition, if ever, may experience
considerable delays, which subjects us to various risks.
Our agreement with Better Solutions, Inc. provides that the closing will occur
no later than twenty days after Better Solutions, Inc. receives its certified
audit. Accordingly, our acquisition of Better Solutions, Inc., if ever, may
experience considerable delay which subjects us to the risks that there will be
delays in incorporating Better Solutions, Inc. into our operations and whether
the transaction will ever close.
Because our current management has no experience in assessing potential
business acquisitions, the Better Solutions, Inc. acquisition may be
unprofitable to our operations.
We rely exclusively upon the judgment of our Chief Executive Officer, Mr. Edward
Siceloff, to locate and select possible acquisition candidates; however, Mr.
Siceloff has no experience in evaluating the financial, operational and
management components of potential business acquisitions. Accordingly, if our
Chief Executive Officer fails to conduct adequate due diligence into Better
Solutions, Inc. and we complete the acquisition of that company, we may be
subject to the following risks:
o Better Solutions, Inc.'s business being uncomplimentary to our current
business;
o Diversion of our attention from our current nutritional product business;
o Assumption of current or unforeseen liabilities of Better Solutions, Inc.,
including any unforeseen legal claims against Better Solutions, Inc.; and
o Better Solutions, Inc.'s failing to operate our business profitably.
The occurrence of any of these risks will negatively affect our operations and
potential revenues and increase our losses.
Because Better Solutions, Inc.'s management has limited experience in the
medical staffing business and no experience in our current business, we may be
unsuccessful in becoming profitable.
Apart from operating its current medical staffing business for the past three
years, Better Solutions, Inc.'s management has no experience in the medical
staffing business and has no experience in our current business of selling
nutritional products. Accordingly, we may be unsuccessful in marketing and
distributing Better Solutions, Inc.'s services or in selling our current or
future products, both of which would negatively affect our ability to become
profitable.
If we complete the acquisition of Better Solutions, Inc., our management
decisions will be made by its management; if we lose their services, our
business may be negatively impacted.
If we complete the acquisition of Better Solutions, Inc., the success of our
business would be dependent upon the expertise of Better Solutions, Inc.'s
management, Messrs. Roup and McDonald, both of whom would be essential to our
operations. In that event, Messrs. Roup and McDonald would control our business
affairs and you would have to rely on their management decisions. Currently, we
have no plans to enter into an agreement with Messrs. Roup and McDonald that
would prevent them from leaving us, nor are there any current plans to obtain
any "key man" life insurance relating to them. There is no assurance that we
would be able to hire and retain other management with comparable experience to
Messrs. Roup and McDonald. As a result, should we complete the acquisition of
Better Solutions, Inc., the loss of either Mr. Roup or Mr. McDonald may have a
materially adverse affect upon our business, including serious disruptions in
our operations, failure to grow our business, and loss of potential revenues.
Better Solutions, Inc.'s business may subject us to damages and litigation
costs which would negatively affect our potential profitability.
Better Solutions, Inc.'s business of placing healthcare professionals in
healthcare facilities may subject us to possible healthcare related litigation
claims alleging malpractice or negligence. Judgments that may be rendered
against us and litigation related costs regarding any such healthcare related
claims will negatively affect our potential profitability and may lead to
increased losses.
If we incorporate medical staffing into our business, we may be unable to
overcome the competitive advantages of medical staffing competitors, which would
negatively affect our revenues.
The medical staffing business is highly competitive and includes thousands of
companies located nationally, regionally and locally. Because many of these
competitors have greater financial, marketing, and technical resources and
larger customer bases than Better Solutions, Inc., we will have difficulties
competing against these numerous competitors that are located in such fragmented
markets. If we are unable to overcome these competitive disadvantages, our
potential revenues will be negatively affected.
If we complete the acquisition of Better Solutions, Inc., there will be a
change in our control which may be detrimental to our operations.
The acquisition of Better Solutions, Inc. will result in Better Solutions,
Inc.'s management/shareholders, Messrs. Roup and McDonald, obtaining
approximately 90% of our common stock which will further result in the removal
of our present officers and directors to be replaced with Better Solutions,
Inc.'s management. No assurance can be given as to the experience or
qualifications of new management in the operation of any of our current or
possible future activities.
Because you will have no vote on the Better Solutions, Inc. acquisition, you
will have no participation in the decision to acquire Better Solutions, Inc.
Our shareholders will not be given the opportunity to vote on the acquisition of
Better Solutions, Inc. which is not required under our bylaws or the state law
of the place of our incorporation, Florida. Under Florida law, a variety of
corporate actions, including acquisitions, may be taken without shareholder
approval or by holders of a majority of outstanding shares, without notice or
approval by remaining shareholders. Thus, our shareholders will not have the
opportunity to review, approve or consent to the terms of our acquisition
agreement with Better Solutions, Inc., including the issuance of authorized but
unissued shares of our common stock.
Acquiring Better Solutions, Inc. will require substantial costs which may lead
to losses.
Acquiring Better Solutions, Inc. will result in substantial business expansion,
legal and accounting costs. We may not have sufficient funds to implement our
expansion plans and our increased costs may affect our ability to become
profitable and increase our losses.
Our business may be adversely affected by regulatory costs affiliated with
Better Solutions, Inc.'s business, which would negatively affect our potential
profitability.
The healthcare industry is subject to state and federal regulation pertaining to
medically related licensure, operations, and payment for services and referrals.
Should we complete the acquisition of Better Solutions, Inc., our business may
be subject to civil and/or criminal penalties, injunctions or cease and desist
orders if we fail to comply with these regulations. These events, as well as
increased regulation compliance costs and/or interruptions in our operations,
will have an adverse affect on our potential profitability.
GOING CONCERN
We have experienced significant losses from our operations. From our inception
to November 30, 2002, we have incurred a net loss of $179,690 and we have been
unsuccessful in generating any revenues. Our ability to continue as a going
concern is contingent upon our ability to attain profitable operations and
secure financing. In addition, our ability to continue as a going concern must
be considered in light of the problems, expenses and complications frequently
encountered by entrance into established markets and the competitive environment
in which we operate. Failure to secure financing or to raise additional capital
or borrow additional funds may result in depleting our available funds and being
unable to pay our obligations.
REVENUES
Since our inception to November 30, 2002, we have generated no revenues. We
cannot determine whether our revenues will ever be sufficient to produce a
positive cash flow or result in net profits. You should carefully consider the
discussion appearing below under "Liquidity and Capital Resources". We do not
expect to earn significant operating revenue in the foreseeable future. Our
losses are expected to continue, principally as a result of general and
administrative expenses and advertising costs.
LIQUIDITY AND CAPITAL RESOURCES.
As of November 30, 2002, we had limited cash capital resources of only $97.
Other than our existing working capital, we do not have any other internal
sources of working capital.
We expect to make the following expenditures totaling $6,700 over the next
twelve (12) months:
o $2,000 - Enter into agreements with additional suppliers for products;
o $3,500 - Update the design, graphics, and functional aspects of our website
(other categories included as part of this estimated cost include
"Establish database of our products" and "Establish database of articles");
and
o $1,200 - Advertising (calculated based on average estimated monthly expense
of $100 for 12 months)
Because we only have $97 of cash resources, we will need an additional $6,603
($6,700 - $97 = $6,603) to accomplish our operational goals.
Our current cash of $97 will not satisfy our cash requirements pertaining to any
aspects of our plan of operations which require cash expenditures.
If our cash and/or revenues are insufficient to conduct our operations, our
President Edward G. Siceloff, plans to loan us funds through non-interest
bearing loans; however, we have no agreement with our President to do so and our
President is under no obligation to do so. As reflected above, we will be unable
to fund our expenses through our existing assets or cash. If our President is
unable or unwilling to make loans to us necessary to implement our plan of
operations, we will need additional financing through traditional bank financing
or a debt or equity offering; however, because we are a development stage
company with no operating history and a poor financial condition, we may be
unsuccessful in obtaining such financing or the amount of the financing may be
minimal and therefore inadequate to implement our plan of operations. In
addition, if we only have nominal funds by which to conduct our operations, we
may have to curtail advertising or be unable to conduct any advertising, both of
which will negatively impact development of our brand name and reputation. We
have no alternative plan of operations. In the event that we do not receive
financing, our financing is inadequate, or if we do not adequately implement an
alternative plan of operations that enables us to conduct operations without
having received adequate financing, we may have to liquidate our business and
undertake any or all of the following actions:
o Sell or dispose of our assets, if any;
o Pay our liabilities in order of priority, if we have available cash to pay
such liabilities;
o If any cash remains after we satisfy amounts due to our creditors,
distribute any remaining cash to our shareholders in an amount equal to the
net market value of our net assets;
o File a Certificate of Dissolution with the State of Florida to dissolve our
corporation and close our business;
o Make the appropriate filings with the Securities and Exchange Commission so
that we will no longer be required to file periodic and other required
reports with the Securities and Exchange Commission, if, in fact, we are a
reporting company at that time; and
o Make the appropriate filings with the National Association of Security
Dealers to affect a delisting of our common stock with the Over-the-Counter
Bulletin Board at that time.
Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.
If we have any liabilities that we are unable to satisfy and we qualify for
protection under the U.S. Bankruptcy Code, we may voluntarily file for
reorganization under Chapter 11 or liquidation under Chapter 7. Our creditors
may also file a Chapter 7 or Chapter 11 bankruptcy action against us. If our
creditors or we file for Chapter 7 or Chapter 11 bankruptcy, our creditors will
take priority over our shareholders. If we fail to file for bankruptcy under
Chapter 7 or Chapter 11 and we have creditors, such creditors may institute
proceedings against us seeking forfeiture of our assets, if any.
We do not know and cannot determine which, if any, of these actions we will be
forced to take. If any of these foregoing events occur, you could lose your
entire investment in our shares.
Item 3. Controls and Procedures.
The Company's Chief Executive Officer/Chief Financial Officer evaluated the
Company's disclosure controls and procedures within the 90 days preceding the
filing date of this quarterly report. Based upon this evaluation, the Chief
Executive Officer/Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective in ensuring that material
information required to be disclosed is included in the reports that it files
with the Securities and Exchange Commission.
There were no significant changes in the Company's internal controls or, to the
knowledge of the management of the Company, in other factors that could
significantly affect these controls subsequent to the evaluation date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Not applicable.
Item 2. Changes In Securities.
On September 27, 2002, our Board of Directors unanimously approved a forward
stock split of our common stock at a ratio of two (2) shares for every one (1)
share held. The forward stock split became effective on October 7, 2002. After
the forward stock split, we had 51,487,400 shares of common stock issued and
outstanding. Prior to the forward stock split, we had 25,743,700 shares of
Common Stock outstanding. stock. We increased our authorized capital shares in
proportion to the forward stock split so that after the effective date of the
forward stock split, we are authorized to issue 200,000,000 shares of common
stock. Prior to the forward stock split, we were authorized to issue 100,000,000
shares of common stock. Our preferred shares were not affected by the forward
stock split and we will remain authorized to issue 100,000,000 shares of
preferred stock.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
EXHIBIT NUMBER DESCRIPTION
3.1 Articles of Incorporation*
3.1.1 Amendment to Articles of Incorporation****
3.2 Bylaws*
10.1 Agreement with Barry Gewin**
10.2 Agreement with Tommi Ferguson**
10.3 Agreement with Global Health Trax, Inc.*
10.4 Global Health Trax Correspondence dated April 25, 2002*
10.5 Agreement with EcoQuest International***
10.6 Agreement with Better Solutions, Inc.*****
15 Letter on unaudited interim financial information
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
__________
* Denotes previously filed exhibits to Form SB-2 filed on March 28, 2002, hereby
incorporated by reference.
** Denotes previously filed exhibits to Form SB-2 filed on April 26, 2002,
hereby incorporated by reference.
*** Denotes previously filed exhibits to Form SB-2 filed on May 24, 2002,
hereby incorporated by reference.
**** Denotes previously filed exhibits to Form 8-K filed on September 30, 2002,
hereby incorporated by reference.
***** Denotes previously filed exhibits to Form 8-K filed on January 6, 2003,
hereby incorporated by reference.
(b) Reports on Form 8-K.
On September 3, 2002, we filed a Form 8-K regarding Item 9 of Form 8-K,
"Regulation FD Disclosure". Specifically, in that Form 8-K, and in connection
with the new legislation that requires our Chief Executive Officer to certify
periodic reports that contain financial statements, we attached as Exhibit 99.1
to the Form 8-K Current Report, the Certification of Edward G. Siceloff, our
President, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer. This Certification pertained to our Form 10-QSB for the
period ending May 31, 2002.
On September 30, 2002, we filed a Form 8-K regarding Item 5 of Form 8-K, "Other
Events and Regulation FD Disclosure" and Item 7 of Form 8-K, "Financial
Statements, Pro Forma Financial Information and Exhibits". Specifically, in that
Form 8-K, we disclosed under Item 5 that our common stock had been approved by
the National Association of Securities Dealers for quotation on the Over the
Counter Bulletin Board under the symbol "WHAI" and that our Board of Directors
had unanimously approved a forward stock split. In addition, under Item 7, we
filed as an exhibit, an amendment to our Articles of Incorporation regarding the
forward stock split.
On January 6, 2003, we filed a Form 8-K regarding Item 1 of Form 8-K, "Changes
in Control". Specifically, in that Form 8-K, we disclosed under Item 1 that we
had entered into an agreement to acquire Better Solutions, Inc. The agreement
was filed as an exhibit to the Form 8-K. If we complete the acquisition of
Better Solutions, Inc., there will be a change of our control.
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.
WORLD HEALTH ALTERNATIVES, INC.
(Registrant)
January 20, 2003
/s/ Edward G. Siceloff
- ----------------------
Edward G. Sicleoff, President, Chief Executive Officer, Chief Financial Officer,
and Principal Accounting Officer Certifications
CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Edward G. Siceloff, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of World Health
Alternatives, Inc.;
2. Based on my knowledge, this 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 quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of World
Health Alternatives, Inc. 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 World Health
Alternatives, Inc. and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to World Health Alternatives, Inc., 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 World Health Alternatives, Inc.'s disclosure
controls and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and c) presented in this
quarterly report our conclusions about the effectiveness of the disclosure
controls and procedures based on our evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to World Health
Alternatives, Inc.'s auditors and the audit committee of World Health
Alternatives, Inc.'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 World Health Alternatives, Inc.'s ability to
record, process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in World Health Alternatives, Inc.'s
internal controls; and
6. I have indicated in this 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.
Date: January 20, 2003
/s/ Edward G. Siceloff
- ----------------------
Edward G. Siceloff
President, Chief Executive Officer, Chief Financial Officer, and Principal
Accounting Officer
