SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: February 17, 1999
WORDWIDE ENTERTAINMENT & SPORTS CORP.
(Exact name of Registrant as specified in charter)
Delaware 000-21585 22-3393152
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification
incorporation) Number)
29 Northfield Avenue, West Orange, New Jersey 07052
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 325-3244
Item 5. Other Events
On February 3, 1999, Worldwide Entertainment & Sports Corp. (the
"Company") closed on the sale of 4,333,333 shares (the "Shares") of its common
stock through a public offering of such Shares pusuant to a Prospectus dated
December 10, 1998. The purchase price per share was $1.50. The sale of the
Shares generated net proceeds, after deduction of underwiting discounts and
offering expenses, of approximately $5,425,000. Attached as exhibits to this
Report are an unaudited balance sheet of the Company as of December 31, 1998, as
adjusted to give pro forma effect to the sale of the Shares by the Company and
the receipt of the net proceeds therefrom, and an unaudited statement of
operations for the Company's three month period ended December 31, 1998.
Item 7. Financial Statements. Pro Forma Financial Information and Exhibits
Consolidated Balance Sheet as of December 31, 1998, and as adjusted to
give pro forma effect to the sale of 4,333,333 shares of Common Stock
Consolidated Statement of Operations for the three months ended December
31, 1998
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.
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
(registrant)
By: /s/ Marc Roberts
------------------
Marc Roberts
President and
Chief Executive Officer
Dated: February 17, 1999
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998
(Unaudited)
ASSETS
CURRENT ASSETS December 31, 1998 Adjustments December 31, 1998
----------------- ----------- -----------------
Pro Forma(1)
Cash and certificates of deposit $115,160 $5,425,000 $5,540,160
Accounts receivable, net of allowance for 374,378 374,378
doubtful accounts of $195,908
Due from athletes and other related parties, net 384,658 384,658
of reserve of $246,759
Inventory of memorablila 226,207 226,207
----------------------------------------------
Prepaid expenses and other current assets 303,799 303,799
----------------------------------------------
Total Current Assets $1,404,202 $5,425,000 $6,829,202
----------------------------------------------
PROPERTY AND EQUIPMENT - AT COST $60,148 $60,148
Less accumulated depreciation
OTHER ASSETS 1,000 1,000
----------------------------------------------
$1,465,350 $5,425,000 $6,890,350
==============================================
- - - --------
(1) Adjusted to give pro forma effect to the sale by the Company of 4,333,333
shares of common stock and the receipt of net cash proceeds of $5,425,000.
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1998
(Unaudited)
LIABILITIES
CURRENT LIABILITIES December 31, 1998 Adjustments December 31, 1998
----------------- ----------- -----------------
Pro Forma(2)
Accounts payable $269,341 $269,341
Accrued expenses 497,159 497,159
Escrow funds and amounts due boxers 79,005 79,005
Loans payable 203,484 202,484
Income taxes payable 600 600
-------------------------------------------------
Total Current $1,049,589 $1,049,580
Liabilities
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value; 73,372 43,333 116,705
authorized 20,000,000 shares;
7,337,197 shares issued, 11,670,530
pro forma issued
Additional paid-in capital 10,139,825 5,381,667 15,521,492
Accumulated deficit (9,785,086) (9,785,086)
Demand note receivable on private (12,350) (12,350)
issuance of Common Stock -------------------------------------------------
415,761 415,761
-------------------------------------------------
$1,465,350 $5,425,000 6,890,350
=================================================
- - - --------
(2) Adjusted to give pro forma effect to the sale by the Company of 4,333,333
shares of common stock and the receipt of net cash proceeds of $5,425,000.
WORLDWIDE ENTERTAINMENT & SPORTS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended December 31, 1998
------------------------------------
Purse income $ (13,489)
Merchandise revenues 49,604
Endorsement and marketing 142,916
fees
Ticket revenues 61,526
Agency fees (1,500)
------------
239,057
------------
Cost of Products sold 62,383
Training and related expenses 148,584
Promotion and other operating
expenses 1,229,078
------------
1,440,045
------------
Loss from operations (1,200,988)
------------
Other income and (expenses):
Interest and dividend income 2,786
Other (1,128)
------------
1,657
------------
Loss before income taxes (1,199,331)
Income taxes 463
------------
NET LOSS $ (1,199,794)
============