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: May 31, 1999
[ ] 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
October 4, 1999, was: 3,398,107 shares.
Transitional Small Business Disclosure Format (Check One) : Yes [x] No [ ]
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, 1999.
WORLD INTERNETWORKS, INC.
AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Financial Statements
May 31, 1999
World Internetworks, Inc. and Subsidiaries
Consolidated Balance Sheets (Unaudited)
May 31, 1999 and February 28, 1999 (Fiscal Year End)
ASSETS
May 31, February 28,
1999 1999
Current Assets:
Cash and cash equivalents $ 2,079 $ -
Total current assets 2,079 -
Property, plant and equipment at cost, net 2,687 3,060
$ 4,766 $ 3,060
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable $ 53,553 $ -
Accrued expenses 12,539 -
Reserve for discontinued operations 2,627,271 2,627,271
Total current liabilities 2,693,363 2,627,271
Commitments and contingencies
Shareholders' equity (deficit):
Common stock, $.001 par value; 500,000,000
shares authorized; 2,998,107 and 1,750,107
shares issued at May 31, 1999 and Feb 28, 1999,
respectively 2,998 1,750
Capital in excess of par value 1,682,671 1,356,919
Treasury stock, at cost (3,186) (3,186)
Deficit accumulated prior to development stage (3,979,694) (3,979,694)
Deficit accumulated from the inception of the
development stage on October 22, 1998 (391,386)
Total shareholders' deficit (2,688,597) (2,624,211)
$ 4,766 $ 3,060
The notes to Consolidated Financial Statements are an integral part of these
statements.
World Internetworks, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
For the Three Months Ended May 31, 1999 and 1998
From
Inception
of Development
Three months ended Stage-October 22,
May 31, 1998 thru May 31,
1999 1998 1999
Net sales and revenues: $ 4,257 $ - $ 4,257
Cost of products sold 3,375 - 3,375
Gross profit 882 - 882
Operating expenses:
Selling, general and administrative
expenses 391,896 - 391,896
Depreciation and amortization 372 - 372
Total operating expenses 392,268 - 392,268
Loss from operations (391,386) - (391,386)
Loss from discontinued operations - (299,041) -
Loss before income tax benefit (391,386) (299,041) (391,386)
Income tax benefit - - -
Net loss $ (391,386) $(299,041) $ (391,386)
Weighted average common shares
outstanding (1998 restated to give
effect to a 4 for 1 reverse split
effective September 4, 1998) 2,548,774 3,351,917
Loss per common share $ (0.15) $ (0.09)
The Notes to Consolidated Financial Statements are an integral part of these
statements.
World Internetworks, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended November 30, 1998 and 1997
(Unaudited)
From
Inception
of Development
Three months ended Stage-October 22,
May 31, 1998 thru May 31,
1999 1998 1999
Cash flows from operating activities:
Net loss $(391,385) $(299,041) $(391,385)
Adjustments to reconcile net loss
to cash used in operating activities:
Depreciation and amortization 372 50,892 372
Changes in current assets and
liabilities
Inventory - (79,483) -
Accounts receivable - 153,699 -
Prepaid expenses - (3,000) -
Other assets - (21,400) -
Accounts payable 53,553 82,975 53,553
Accrued expenses 12,539 (122,638) 12,539
Deferred revenue - 96,128 -
Net cash provided by (used in)
operating activities (324,921) (141,868) (324,921)
Cash flows from investing activities:
Purchase of property and equipment - (35,046) -
Cash flows from financing activities:
Sale of common stock, net of
offering cost 327,000 119,800 327,000
Net increase (decrease) in cash 2,079 (57,114) 2,079
Cash at beginning of period - 126,029 -
Cash at end of period $ 2,079 $ 68,915 $ 2,079
The Notes to Consolidated Financial Statements are an integral part of these
statements.
WORLD INTERNETWORKS, INC. AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
May 31, 1999
NOTE 1 - ORGANIZATION AND HISTORY
a. Nature of Operations
World InterNetWorks, Inc., a Nevada corporation, has three wholly-owned
subsidiaries, World Internet Marketplace, Inc. (WIM), a Utah corporation,
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, providing wholesale goods to
consumers via internet and fax notification, and Global Media Group, Inc.
(BMG), which commenced operations in June 1998, a Utah corporation (dba as 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 prior to the Company discontinuing its operations and
entering into the development stage on October 22, 1998 (see Note 7) were
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).
The Company is currently engaged in the development of marketing systems and
distribution of products and services relating to Internet commerce and
providing state-of-the-art web site design, technical support, online training
and interactive e-commerce web sites to individuals and small businesses.
b. 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
2,752,245 common shares of the Company, after the effects of a 1-for-250
reverse stock split, a 4-for-1 forward stock split and a 1-for-4 reverse 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. (Wealth Nevada), 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.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company has elected a February 28 year end.
b. Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity
of three months or less when purchased to be cash equivalents.
c. Depreciation and Amortization
Depreciation is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives of between
5 and 7 years. For financial reporting purposes, the straight-line method of
depreciation is followed. Accelerated methods of depreciation are used for
tax purposes.
Maintenance and repairs, which neither materially add to the value of the
asset nor appreciably prolong its life are charged to expense as incurred.
Gains or losses on dispositions of property and equipment are included in
earnings.
d. Revenue Recognition
The Company generally receives the sales price of its web pages and products
in cash at the time orders are made. Sales are generally recorded at the time
the Web page is activated or the product is shipped.
e. 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 basis 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.
f. Common Stock Reverse Split
On September 4, 1998, the Company effected a reverse stock split on a 1 -for-4
basis. The accompanying financial statements has been restated to reflect this
stock splits for all periods presented.
g. 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 estimates.
h. Basic and Fully Diluted Loss Per Share
In 1997, the FASB issued Statement of Financial Accounting Standard No. 128,
"Earnings per Share". This statement changed the method in which earnings
(loss) per share are determined. The new standard requires the computation of
basic earnings (loss) per share and earnings (loss) per share assuming
dilution. Options to purchase 1,532,375 and 1,079,500 shares of common stock
at $0.25 to $2.50 per share were outstanding during the years ended February
28, 1999 and 1998, respectively. They were not included in the computation of
net loss per common share because they would have had an antidilutive
effect on the net loss per common share for the three months ended May 31,
1999 and 1998. Therefore, basic net loss per common share and fully diluted
net loss per common share were the same for the three months ended May 31,
1999 and 1998, respectively.
i. Principles of Consolidation
The consolidated financial statements include the accounts of World
InterNetworks, Inc., World Internet Marketplace, Inc., Global Wholesale
Exchange, Inc. and Global Media Group, Inc. All significant intercompany
accounts have been eliminated.
j. Advertising
The Company follows the policy of charging the costs of advertising to expense
as incurred.
NOTE 3 -GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of
the Company as a going concern. However, the Company has sustained substantial
losses from operations from it's inception and the recoverability of a major
portion of the asset amounts in the accompanying balance sheets is dependent
upon the Company's ability to raise sufficient working capital to meet its
operating costs and debt obligations on a continuing basis in
its future operations. The financial statements do not include, any
adjustments relating to the recoverability and classification of recorded
asset and classification of liabilities that might be necessary should the
Company be unable to continue in existence.
The Company resumed operations in April 1999 with a new management team and
numerous strategic alliances in place for the purpose of providing
state-of-the-art website design, technical support, online training and
interactive e-commerce websites to individuals and small businesses.
Management believes this new direction of the Company has the ability to
achieve the critical mass necessary to result in significant recurring revenue
and profitable growth through hosting fees as well as product sales.
Management also expects to obtain additional financing through a stock
offering in order to meet its cash flow needs through fiscal year 2000.
NOTE 4 - INCOME TAXES
As of May 31, 1999, the Company had a federal and state net operating loss
carryforwards of approximately $4,000,000. The net operating losses will
expire at various dates beginning in years 2012 through 2015, if not utilized.
The Company operated, for tax purposes, as a partnership under provisions of
the Internal Revenue Code from November 1, 1995 through July 10, 1996. During
this period, losses of the Company flowed through the partnership.
Accordingly, the Company was not subject to federal income taxes on Company
operating results for the period in which the partnership was in existence,
and no provision or current liability or asset for federal, or state
income taxes for those periods has been reflected.
NOTE 5 - COMMON STOCK ISSUED
FOR SERVICES
In March 1999 the Company issued 1,148,000 shares of common stock restricted
under Rule 144 to several individuals in exchange for services provided to the
Company. Included in the shares issued were 975,000 shares issued to Steven
K. Hansen, President, CEO and Chairman of the Board of Directors.
Additionally, 50,000 shares of the above total were issued to Leonard W.
Burningham, Esq., who is Counsel to the Company for securities matters. The
remaining 123,000 shares were issued to unrelated parties. The Company
recorded management fees, legal and professional fees totaling $287,000 in the
quarter relating to the shares issued.
FOR CASH
In April the Company issued 100,000 shares of common stock restricted
under Rule 144 in a private placement to three unrelated individuals in
exchange for cash in the amount of $40,000.
NOTE 6 - STOCK OPTIONS AND STOCK AWARDS
Effective October 13, 1996, the Company adopted a stock option plan which
provides for the granting of stock options and awards to employees, officers
and non-employees to purchase up to 4,000,000 shares of stock, subject to
adjustment under certain circumstances. On October 22, 1996, a 4-for-1 stock
split increased the number of shares available for stock options and awards to
non-qualified stock options or awards. On September 4, 1998, the
Company effected a reverse stock split on a 1 -for-4 basis, reducing the
number of shares available for stock options and awards to non-qualified stock
options or awards to the original 4,000,000 shares.
Incentive Stock Options
Under the plan, incentive stock options may be granted to employees and
officers. During 1998, 1,565,000 incentive stock options were granted under
the plan. Incentive stock options vest at graded rates over the vesting
periods. The exercise price for incentive stock options may not be less than
the fair market value per share of common stock on the grant date. In the case
of incentive stock options granted to an employee possessing more
than 10% of the total combined voting power of all classes of stock of the
Company, the exercise price may not be less than 110% of the fair market price
per share of common stock on the grant date. An employee may not be granted
incentive stock options that would entitle the employee to purchase more than
$100,000 in fair market value of common stock in the year in which the options
are exercisable for the first time.
Non-Qualified Options
Employees, officers, directors and consultants may be granted non-qualified
options. Directors, officers, employees and consultants are also eligible for
awards of stock and opportunities to make direct purchases of stock in the
Company. During 1998, there were no non-qualified options granted under the
plan. Non-qualified options vest at graded rates over the vesting periods.
Non-qualified options also include options which are performance based. These
options vest 20% each time the grantee sells a designated number of
storefronts for the Company. The exercise price for non-qualified stock
options may not be less than the lessor of (1) the book value per share of
common stock as of the end of the fiscal year of the Company immediately
preceding the grant date, or (2) 50% of the fair market value per share of
common stock on the grant date.
Information with respect to the Company's stock option plan at May 31, 1999 is
as follows:
Exercise Number Number Number Number
Price Authorized Exercised Canceled Outstanding
1997 Plan $0.25-2.50 1,233,750 447,500 148,000 638,250
1998 Plan $0.38-2.50 391,250 147,125 - 244,125
1999 Plan $0.75-1.00 650,000 - - 650,000
Totals 2,275,000 594,625 148,000 1,532,375
NOTE 7 - COMMITMENT AND CONTINGENCIES
Litigation and Claims
The Company is engaged in various litigation and claims both as defendant and
plaintiff arising through the normal course of business. In the option of
management, based on the advise of legal counsel, these lawsuits do not
represent a material obligation to the Company as of February 28, 1999.
NOTE 8 - LOSS FROM DISCONTINUED OPERATIONS
On October 22, 1998, the Board of Directors of the Company decided to
discontinue the marketing and distribution of products and services relating
to commerce on the internet due to a lack of funding and increased losses.
Following is a summary of the loss from discontinued operations.
From
Inception of the
Development
Stage on
October 22,
For the three months Ended 1998 Through
May 31, May 31,
1999 1998 1999
NET REVENUES $ - $ 1,262,318 $ -
COST OF PRODUCTS SOLD - 273,563 -
Gross Profit - 988,755 -
EXPENSES
Selling, general and administrative - 517,033 -
Commissions - 770,763 -
Total Expenses - 1,287,796 -
LOSS BEFORE INCOME TAXES - (299,041) -
INCOME TAX EXPENSE - - -
NET LOSS $ - $ (299,041) $ -
BASIC LOSS PER SHARE OF
COMMON STOCK $ - $ (0.02)
FULLY DILUTED LOSS PER SHARE
OF COMMON STOCK $ - $ (0.2)
The Company had liabilities of $2,627,271 which are associated with the
discontinued operations. No income tax benefit has been attributed to the loss
from discontinued operations.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Plan of Operations
- ------------------
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.
As of May 31, 1999, the Company has successfully resumed operations with
a business model based upon the premise that a "Full Service" web hosting
company would be able to fill a niche that existed in the marketplace. To
that end, the Company has established a business opportunity that includes
everything needed for a small business to successfully compete on the World
Wide Web.
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:
* Hosting fees generated from membership enrollments.
* Advertising revenues received from the sale of advertised space to
outside third party organizations.
* Commissions from sales of varied products associated with our
numerous retail partners, including those associated with LinkShare.
* Monthly lease fees received from merchants desiring to be included in
the Wiworks Main Street Plaza.
The Company has successfully established relationships with numerous
technology and retail partners to facilitate the successful launch of the
Company and its ongoing operations. For further information, see the
Company's web site at www.wiworks.com.
It is expected that the Company will be in a position to be self-funded
through operations by the first calendar quarter of 2000.
Results of Operations for Period Ended May 31,1999
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In October 1998 the Company discontinued its previous business of
developing web sites, related Internet training and merchandising through and
Internet mall. The Company has since entered a "development stage" in which
it is developing marketing systems and distribution of products and services
relating to Internet commerce together with designing/hosting web sites for
individuals and small businesses involved in e-commerce. Consequently all
operating results prior to the discontinuance of its previous operations have
been reflected singularly as losses from discontinued operations. Current
operations are, therefore, not comparable to operations for the quarter ended
May 31, 1998. During the three months ended May 31, 1999, the Company
recorded revenues from the beginning of its new business plan of $4,257.
Selling, general and administrative expenses were $391,896 for the three
months ended May 31, 1999 and depreciation and amortization totaled $372 for
the same period. Management fees, salaries, investor relations and other
professional fees included in selling, general and administrative expenses
relate to the development and implementation of the Company's new business
plan.
The Company incurred losses from operations of ($391,386) during the
three months ended May 31, 1999. The loss from operations is due primarily to
management fees, salaries and other professional fees included in selling,
general and administrative expenses relating to the development and
implementation of the Company's new business plan. The Company anticipates
that its investment in the development of its ongoing business plan will
continue at present or decreased levels for the remainder of fiscal 2000,
assuming availability of working capital.
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
- ---------
During the quarter ended May 31, 1999, the Company had limited cash
resources. During April, 1999, the Company issued 100,000 shares of its
"restricted securities" (common stock) in consideration of the sum of $40,000.
The Company also issued 1,148,000 shares of its "restricted securities"
(common stock) to a number of individuals for services rendered of an
aggregate value of approximately $287,000.
The Company's cash increased from $0 at the fiscal year ended
February 28, 1999, to $2,079 at May 31, 1999.
The Company had a loss from discontinued operations of $(299,041) and a
loss from operations for the period ended May 31, 1999 of $(391,386).
The Company will require substantial cash assets in order to continue
its contemplated business operations.
Year 2000
- ---------
The Company uses third party equipment and software that is 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., a subsidiary, 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 Internet 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.
None, not applicable.
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.
None; not applicable.
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; an 8-K Current Report dated
February 9, 1999, was also filed respecting a change in the
Certifying Accountants of the Company; and an 8-K Current
Report dated February 19, 1999, was filed respecting the
Company's restructuring and new management.
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: 10/6/99 /s/Steven K. Hansen
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Steven K. Hansen, Chief Executive Officer
and Director
Date: 10/6/99 /s/Phillip M. Ray
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Phillip M. Ray, Secretary/Treasurer