UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: November 30, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ------ to ---------------
Commission File Number 033-05844-NY
WORLD INTERNETWORKS, INC.
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(Name of small business issuer in its charter)
Nevada 87-0443026
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(State of incorporation) (I.R.S. Employer
Identification No.)
418 South Commerce Road Suite #422, Orem, Utah 84058
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number (801) 434-7517
5152 North Edgewood Drive, Suite 250, Provo, Utah 84604
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(Former Address of principal executive offices) (zip Code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 [x] No [ ]
The number of outstanding shares of the Registrant's common stock as of
March 4, 1999, was: 1,750,107 shares.
Transitional Small Business Disclosure Format (Check One) : Yes [x] No []
WORLD INTERNETWORKS, INC.
FORM 10-QSB THIRD QUARTER OF FISCAL YEAR ENDING FEBRUARY 28, 1999
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION 1
ITEM 1. FINANCIAL STATEMENTS: 1
CONSOLIDATED BALANCE SHEETS 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED STATEMENTS OF CASH FLOWS 4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION, PLAN OF OPERATIONS AND RESULTS
OF OPERATIONS 8
PART II. OTHER INFORMATION 10
ITEM 1. LEGAL PROCEEDINGS 10
ITEM 2. CHANGES IN SECURITIES 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS 10
ITEM 5. OTHER INFORMATION 10
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K 10
SIGNATURES
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
The interim financial statements presented in this Form 10-QSB are
unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-QSB. Therefore, such financial statements do not
include all of the information and footnotes required for complete audited
financial statements. The unaudited financial statements presented herein
should be read in conjunction with the audited financial statements and
related notes contained in the Company's Annual Report on Form 10-KSB for the
year ended February 28, 1998.
In the opinion of management, the unaudited consolidated financial
statements presented herein contain all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the Company's financial
condition as of November 30, 1998 and February 28, 1998, and the results of
operations for the three and nine month periods ended November 30, 1998 and
1997. Such unaudited interim financial statements should be read in
conjunction with the accompanying explanatory notes. The results of
operations for the three and nine months periods ended November 30, 1998, may
not be indicative of the results that may be expected for the fiscal year
ending February 28, 1999. The Company temporarily ceased operations on
October 22, 1998, and filed an 8-K Current Report dated October 22, 1998, with
the Securities and Exchange Commission, which is incorporated herein by
reference. See Item 6.
WORLD INTERNETWORKS, INC.
Consolidated Balance Sheet (Unaudited)
November 30, 1998 and February 28, 1998
ASSETS
Nov. 30, 1998 Feb. 28, 1998
CURRENT ASSETS:
Cash and cash equivalents $ - $ 126,029
Accounts receivable - 223,853
Inventories - 103,955
Prepaid expenses - -
Total current assets $ - 453,837
PROPERTY AND EQUIPMENT, AT COST, NET 89,136 519,704
OTHER ASSETS - 103,811
$ 89,136 $1,077,352
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Bank overdrafts $ 108,782 $ -
Accounts payable 778,157 402,832
Notes payable 200,000 33,128
Current maturities of capital
lease obligation - 5,134
Accrued liabilities 612,758 404,525
Deferred revenue 900,000 730,577
Total current liabilities 2,599,697 1,576,196
Capital lease obligations , less current
maturities - 11,186
STOCKHOLDERS' DEFICIT
Common stock; $0.001 par value
500,000,000 shares authorized;
3,495,107 and 3,325,239 shares
issued at November 30, 1998 and
February 28, 1998, respectively
(restated for 4 for 1 reverse split
effective September 4, 1998) 13,649 13,301
Capital in excess of par value 1,265,270 1,088,318
Employee note receivable (77,500) (78,897)
Treasury stock, at cost (3,186) (3,186)
Accumulated deficit (3,708,794) (1,529,566)
Total stockholders' deficit (2,510,561) (510,030)
$ 89,136 $ 1,077,352
The accompanying notes form an integral part of these consolidated financial
statements.
WORLD INTERNETWORKS, INC.
Consolidated Statement of Operations (Unaudited)
For the three and nine months ended November 30, 1998 and 1997
Three months ended Nine months ended
November 30, November 30,
1998 1997 1998 1997
Net sales and revenues: $(161,889) $2,617,761 $2,007,076 $6,316,716
Cost of products sold 212,852 240,367 799,474 981,638
Gross profit (374,741) 2,377,394 1,207,602 5,335,078
Operating expenses
Commissions 44,687 1,492,653 805,081 3,417,061
Selling, general and
administrative expenses 900,652 871,921 2,637,911 2,361,023
Depreciation and
Amortization 406 30,577 102,908 73,129
Total operating expenses 945,745 2,395,151 3,545,900 5,851,213
Loss from operations (1,320,486) (17,757) (2,338,298) (516,135)
Other income, interest - 36 532 1,191
Loss before income tax
benefit (1,320,486) (17,721) (2,337,766) (514,944)
Income tax benefit - - - -
Net loss (1,320,486) (17,721) (2,337,766) (514,944)
Weighted average common shares
outstanding (restated to give
effect to a four for one
reverse stock split effective
September 4, 1998) 3,381,704 3,389,194 3,382,335 3,271,418
Net loss per share ($0.39) ($0.01) ($0.69) ($0.16)
The accompanying notes are an integral part of these consolidated financial
statements.
WORLD INTERNETWORKS, INC.
Consolidated Statement of Cash Flows (Unaudited)
For the nine months ended November 30, 1998 and 1997
(unaudited)
Nine months ended
November 30,
1998 1997
Cash flows from operating activities
Net loss $(2,337,766) $(514,944)
Adjustments to reconcile net loss to
cash used in operating activities
Depreciation and amortization 102,908 73,129
Changes in assets and liabilities
Inventories 103,955 (38,384)
Accounts receivable 223,853 -
Prepaid expenses - -
Other assets 103,811 (200,658)
Accounts payable 375,325 164,969
Accrued expenses 208,233 (42,727)
Deferred revenue 169,423 265,461
Net cash provided by (used in)
Operating activities (1,050,258) (293,154)
Cash flows from investing activities
Purchase of property and equipment - (323,820)
Disposal of property, equipment and other
assets 801,761 -
Cash flows from financing activities
Net change in capital lese obligations 11,186 -
Payment notes payable (30,000)
Payments of long-term notes- related parties -
Sale of common stock, net of offering costs 2,500 616,107
Net cash provided by financing
activities 13,686 586,107
Net decrease in cash (234,811) (30,867)
Cash at beginning of period 126,029 78,959
Cash at end of period $(108,782) $ 48,092
The accompanying notes form an integral part of these consolidated financial
statements.
WORLD INTERNETWORKS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
November 30,1998, February 28, 1998 and November 30,1997
A summary of the significant accounting policies applied in the preparation of
the accompanying unaudited consolidated financial statements follows:
1. Nature of Operations.
World InterNetworks, Inc., a Nevada corporation, has three wholly-owned
subsidiaries, World Internet Marketplace, Inc. (WIM) a Utah corporation, is
engaged in marketing and distributing products and services relating to
Internet commerce. Global Wholesale Exchange, Inc. (GWE) a Utah Corporation,
which commenced operations in June, 1998, provides wholesale goods to
consumers via Internet and fax notification, and Global Media, Inc. which
commenced operations in June, 1998, a Utah corporation (DBA at the Institute
for Financial Independence), which performs seminars that sell WIM and GWX
products. Collectively, World InterNetWorks, Inc. and the three wholly-owned
subsidiaries are referred to as the Company.
The Company's revenues are substantially derived from two categories of
products and services: (i) personal and commercial web site development and
maintenance, and related Internet training; and (ii) merchandise sales from
the Company's Internet-based virtual "mall" or "department store" (orders for
merchandise on the Company's virtual "mall" are generally fulfilled by
shipment direct from the manufacturer or wholesaler to the customer).
2. Organization.
On August 27, 1996, the stockholders of Impressive Ventures, Inc. (the former
name of the Company), a non-operating, developmental stage company, approved
an agreement whereby the stockholders of Wealth International, Inc., a Utah
corporation ("Wealth Utah"), obtained a controlling interest in the Company.
This transaction was treated as an acquisition of the Company by Wealth Utah,
and as a recapitalization of Wealth Utah. Under the agreement, the
stockholders of Wealth Utah exchanged all of their shares in Wealth Utah for
11,008,980 common shares of the Company, after the effects of a 250 for 1
reverse stock split and a 4 for 1 forward stock split.
The Company had essentially no assets or operations prior to the above
referenced acquisition. Wealth Utah was established in November 1995 as a
partnership. It was incorporated in July 1996.
After the transaction was completed, the Company changed its name to "Wealth
International, Inc.," a Nevada corporation, and the operating subsidiary
(Wealth Utah) subsequently changed its name to "World Internet Marketplace,
Inc." Wealth Nevada changed its name to "World InterNetworks, Inc.," in
January, 1998, to more accurately reflect the nature of the Company's
business. The unaudited consolidated financial statements include the
accounts of World InterNetworks, Inc. and its wholly-owned subsidiary. All
material intercompany accounts and transactions have been eliminated.
3. Income Taxes.
The Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. An allowance against
deferred tax assets is recorded when it is more likely than not that such tax
benefits will not be realized.
4. Use of Estimates
In preparing the Company's financial statements, management is required to
make estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Any material changes in any area of the Company including assets
and liabilities will be accounted for in the various footnotes provided.
5. New Accounting Standards
Earnings Per Share. In February 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards No. 128
("SFAS 128"), "Earnings Per Share." SFAS 128 eliminates the presentation of
primary earnings per share ("EPS") and requires the presentation of basic EPS,
which includes no common stock equivalents and thus no dilution. The
statement also eliminates the modified treasury stock method of computing
potential common shares. This statement is effective for financial statements
issued for periods ending after December 15, 1997. This statement was adopted
during FY1998 and has no effect on the financial statements.
6. Related Party Transactions.
There were no related party transactions during the period
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Plan of Operations
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The Company temporarily ceased business operations on October 22, 1998,
as outlined in its 8-K Current Report of such date.
Since then, the Company has undergone a restructuring, which resulted in
the resignation of former directors and executive officers and the election of
a new management team.
During the next twelve months, the Company expects to become one of the
premier sites on the Internet providing access to electronic shopping, local
and national news, travel, business opportunities, wall street and financial
markets and much more. The Company expects to become one of the most popular
portals to the Internet.
It will specialize in bringing state-of-the-art web site technology and
the Internet to small businesses in the personal market. Its vision is to
provide web site innovation on fast, easy and safe, on line shopping, with the
integration of traditional retailing through the Internet with the Company's
web site owners.
Through core operations, joint venture arrangements and the Company's
distributor network, the Company expects its revenue opportunities to be
classified in four general areas:
* Sales of web sites to small businesses and home based business
markets.
* Hosting fees for web sites and distressed/over-stocked product
resale opportunities from numerous wholesale vendors.
* Sales of varied products from business enhancement software to
vacation banners that facilitate recurring visits to our member
web site locations.
* Referral payments on the sales of Merchant Accounts for online
processing of credit card transactions.
The Company's restructured operations are currently underway, though the
Company will require substantial debt or equity financing during the next
twelve months to enhance its business opportunities. For further information,
see the Company's web site at www.wiworks.com.
Results of Operations for Period Ended November 30,1998
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For the fiscal year ended February 28,1998, 69% of the Company's
revenues were generated from a single independent distributor. In June, 1998,
the Company elected to cease operations with this distributor. The termination
of the relationship with the independent distributor and the resulting
transition resulted in a significant reduction in revenue without commensurate
reduction in expenses.
In June, 1998, the Company established Global Media Group to replace
the revenues generated from this independent distributor; to date, Global
Media has failed to generate any significant revenues and has only incurred
liabilities in the attempt.
In October, 1998, due to this disparity between revenue and expenses,
the Company ceased operations on October 22, 1998. See the 8-K Current Report
dated October 22, 1998. At this time, the Company began to explore
alternatives, including voluntary reorganization, receivership or seeking
relief under the bankruptcy statutes. As of November 30, 1998, the evaluation
process was still occurring and alternatives were being evaluated. A search
team was engaged to actively pursue other viable business alternatives and
facilitate the Company's resuming of operations.
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, new products and various other matters. Such forward-looking
statements reflect the current views of management with respect to future
events and financial performance. The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for such forward-looking statements. In
order that any of the Company's forward-looking statements fall within such
safe harbor, the Company notes that certain risks and uncertainties could
cause actual results to differ substantially from anticipated results. Such
risks and uncertainties include, without limitation, the performance of the
Company's independent distributors, the uncertain future of the Internet and
online commerce, capacity constraints on the Company's computer network and
related risks of system failure, and existing and potential governmental
regulation affecting the Internet and the network marketing industry.
Liquidity
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The Company's cash decreased from $126,029 at the fiscal year ended
February 28, 1998, to $0. This primarily resulted from the termination of an
independent distributor by the Company, which had generated approximately 69%
of the Company's revenues during the fiscal year ended February 28, 1998, and
the Company's temporary cessation of operation on October 22, 1998. See the
8-K Current Report dated October 22, 1998.
Accounts payable increased from the fiscal year ended February 28, 1998,
from $402,832 to $778,157, and total current liabilities increased from
$1,576,196 to $2,599,697.
For the period ended November 30, 1997, the Company had revenues of
$2,617,761 while having a deficit of ($161,889) for the same period ended
November 30, 1998. While costs of products remained the same, the gross
profit of $2,377,394 for the period ended November 30, 1997, decreased to a
loss of ($374,741) for the period ended November 30, 1998. Losses from
operations in November 30, 1997, were ($17,757) while this increased to
($1,320,486) during the period ended November 30, 1998.
The Company will require substantial cash assets in order to continue
its contemplated business operations.
Year 2000
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The Company uses third party equipment and software that may not be Year
2000 compliant. The Company has implemented a review of key products provided
by outside vendors to determine if their products are Year 2000 compliant and
presently believes that all software provided by third parties that is
critical to its business is Year 2000 compliant or will be before the year
2000.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In February 1998, World Internet Marketplace, Inc. filed a complaint in
the Fourth District Court for Utah County, Utah, alleging breach of fiduciary
duty, conversion, tortuous interference with economic relations and violation
of the Utah Uniform Trade Secrets Act against three former employees of the
Company. The claims resulted from certain commission practices and
discussions with competitors engaged in by the former employees. Defendants
filed an answer in March of 1998, in which no counterclaim was asserted. The
matter is still pending.
In June, 1998, World Intenet Marketplace, Inc. filed a complaint in the
Fourth District Court for Utah County, Utah, alleging wrong doings of a former
officer of this entity. The matter is still pending.
The Company also has received several motions for judgment initiated by
creditors of the subsidiary companies, upon default of contractual obligations
by the Company. These motions will be addressed and attempts will be made to
settle the motions brought against the Company.
Other than as described herein, the Company is not a party to any other
litigation or other legal proceeding or investigation that is expected to have
a material adverse effect on its financial condition or results of operations;
nor are any such proceedings known or contemplated.
Item 2. Changes in Securities.
On September 4, 1998, the Company initiated a 1 for 4 reverse split of
its outstanding common stock, reducing the number of outstanding shares from
13,975,376 to 3,493,844, as of the close of the quarter on November 30, 1998.
Item 3. Defaults Upon Senior Securities.
There were no defaults in payments of this type during the reporting
period.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the Company's security holders
during the three month period ended November 30, 1998.
Item 5. Other Information.
(1) On November 11, 1998, the Company resolved to issue 300,000 shares
of "restricted securities" (common stock) to persons for services rendered; in
addition, the Company resolved to issue 225,000 shares of common stock
pursuant to an S-8 Registration Statement. None of these securities have been
issued as of the date of this Report; however, it is anticipated that the
"restricted securities" will be issued as soon as the Company files an 8-K
Current Report outlining its corporate restructuring and new management, and
that the securities to be issued under a written compensation agreement and an
S-8 Registration Statement shall be issued shortly thereafter, once the S-8
Registration Statement is filed. The Company expects to file this 8-K Current
Report no later than one week from the date of this Report. The "restricted
securities" and the securities to be issued under an S-8 Registration
Statement will be issued to three persons, Steven K. Hansen, the current CEO
and director of the Company; Leonard W. Burningham, Esq., general counsel to
the Company; and Dwain Brannon, a consultant to the Company. Each person will
receive a portion of the "restricted securities" and those being issued under
the S-8 Registration Statement. David L. Bird, Esq. will also receive 25,000
of the shares to be registered on Form S-8.
None of the securities to be issued under the S-8 Registration
Statement, when issued, shall have been issued for any "capital raising"
services; promotional services related to the Company or its products; or
promotional services related to the securities of the Company. Prior to the
issuance of any of these securities, the Company will require that any resales
be made in a broker's transactions, as defined in Rule 144 of the Securities
and Exchange Commission; and any securities issued to Steven K. Hansen on Form
S-8 shall be represented by a stock certificate bearing an appropriate
"control" legend and shall be subject to resale and compliance with Rule 144.
(2) 1,750,000 post-split shares were conveyed to the Company by two
former directors of the Company, Ronald A. Nilsson and Richard Smith. These
shares were delivered to the Company for cancellation and to assist the
Company in its restructuring; they were canceled, effective January 27, 1999.
(3) The following directors and executive officers of the Company
resigned, effective on the following dates:
Ronald A. Nilsson, President, CEO, Chairman of the Board and
director, resigned February 1999; Robert Schneck, Director, resigned December
1998; and Richard Smith, Director, resigned June 1998.
(4) Effective February 19, 1999, Ronald A. Nilsson, as the sole
remaining director of the Company, designated Steven K. Hansen to serve as a
director of the Company, in accordance with the Nevada Revised Statues and the
by-laws of the Company. Immediately thereafter, Mr. Hansen designated the
following persons to serve on the Board of Directors, who in turn designated
the following executive officers: Steven K. Hansen, CEO and director; Phillip
M. Ray, Secretary/Treasurer; Randal L. Roberts, Director; and Gary S.
Winterton, Director.
Item 6. Exhibits and Other Reports on Form 8-K.
(A) During the quarter ended November 30, 1998, the Company filed
an 8-K Current Report dated October 22, 1998, reflecting the
financial status of the Company and the seeking of alternatives
to remain a viable entity.
SIGNATURE
In accordance with Section 13 or 15 (d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WORLD INTERNETWORKS, INC.
Date: March 5,1999 /s/ Steven K. Hansen
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Steven K. Hansen, Chief Executive Officer
and Director
Date: March 5, 1999 /s/Phillip M. Ray
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Phillip M. Ray, Secretary/Treasurer
This Financial Data Schedule contains summary information extracted from the
Company's unaudited financial statements for the six month period ended
November 30, Information contained in this Financial Data Schedule is
qualified in its entirety by reference to such unaudited financial statements.