UNITED STATES
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 6-30-01
OR
[ ] Transition Report under Section 13 or 15(d) of the Exchange Act For the
transition period from __________ to __________
Commission File No. 0-
World Services, Inc.
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(Exact name of small business issuer as specified in its charter)
A _______ corporation
I.R.S. Employer Identification No. 46-0355586
PO Box 786 Aberdeen, SD 57402
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(Address of Principal Executive Offices)
(605) 225-4131
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(Registrant's telephone number, including area code)
Not Applicable
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(former address, if changed from last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
X Yes ___ No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of June 30, 2001, there were
2,639,679 shares of common stock outstanding.
Transitional Small Business Disclosure Format (Check one):Yes[ ] No[x]
INDEX
PART I. FINANCIAL INFORMATION:
Item 1. Balance Sheet as of June 30, 2001 ............................. 1
Statements of Operations for Quarters Ended
June 30, 2001 and 2000 ........................................ 2
Statements of Operations for the Six Months
Ended June 30, 2001 and 2000 .................................. 3
Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2000 .................................. 4
Notes to Financial Statements ................................. 5
Item 2. Management's discussion and Analysis of
Financial Condition and Results of
Operations:
Liquidity and Capital Resources ............................... 6
Results of Operations ......................................... 7
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings ............................................. 9
Item 2. Changes in Securities ......................................... 9
Item 3. Default Upon Senior Securities ................................ 9
Item 4. Submission of matters to a Vote of Security
Holders ....................................................... 9
Item 5. Other Information ............................................. 9
Item 6. Exhibits and Reports on Form 10-Q ............................. 9
WORLD SERVICES, INC.
BALANCE SHEET
June 30, 2001
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 147,285.21
Money Market Fund 167,210.04
Certificates of Deposit 1,183,540.00
Interest Receivable 35,555.81
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TOTAL CURRENT ASSETS 1,533,591.06
INVESTMENTS AND OTHER ASSETS
Investment-Super 8 Developers 568,000.00
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TOTAL OTHER ASSETS 568,000.00
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TOTAL ASSETS $2,101,591.06
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LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
Stock Redemption payable $ 41,833.75
Accounts Payable 14,413.00
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TOTAL CURRENT LIABILITIES 56,246.75
STOCKHOLDERS EQUITY
Common stock, par value $.001 per
share; (50,000,000 shares
authorized)with
2,640,000 shares issued 2,715.00
Additional paid in capital 6,364,354.75
Accumulated Deficit (4,321,725.44)
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TOTAL STOCKHOLDERS' EQUITY 2,045,344.31
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TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $2,101,591.06
=============
1
WORLD SERVICES, INC.
STATEMENTS OF OPERATIONS
For the Quarters Ended June 30, 2001 and 2000
(Unaudited)
2001 2000
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REVENUE
Interest Income $ 22,585.03 $ 18,773.24
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TOTAL REVENUE 22,585.03 18,773.24
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EXPENSES
Accounting Fees 5,702.40 5,467.76
Contract Wages & Consulting 6,080.00 6,405.00
Faxes 247.50 95.25
Legal Fees 2,470.16 802.85
Director Fees 750.00 750.00
Printing 3,591.00 747.40
Postage 3,016.87 33.99
Supplies 91.60 30.00
Telephone 29.83 50.29
Rent 750.00 750.00
Annual Meeting 169.65 0.00
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TOTAL EXPENSES 22,899.01 15,132.54
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INCOME(LOSS)BEFORE INCOME TAXES (313.98) 3,640.70
INCOME TAXES 0.00 0.00
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NET INCOME (LOSS) $ (313.98) $ 3,640.70
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INCOME PER SHARE (Basic & Diluted) $ .01 $ .01
============= =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 2,640,000 2,640,000
============= =============
2
WORLD SERVICES, INC.
STATEMENTS OF OPERATIONS
For the Six Months Ended June 30, 2001 and 2000
(Unaudited)
2001 2000
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REVENUE
Interest Income $ 49,960.35 $ 36,725.27
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TOTAL REVENUE 49,960.35 36,725.27
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EXPENSES
Accounting Fees 9,972.25 9,236.26
Contract Wages & Consulting 12,020.00 12,170.00
Faxes 288.75 102.75
Legal Fees 3,832.66 1,417.40
Director Fees 2,100.00 1,350.00
Printing 3,591.00 747.40
Postage 3,065.99 72.84
Supplies 112.10 38.00
Telephone 29.83 50.29
Rent 1,500.00 1,500.00
Annual Meeting 169.65 0.00
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TOTAL EXPENSES 36,682.23 26,684.94
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INCOME BEFORE INCOME TAXES 13,278.12 10,040.33
INCOME TAXES 0.00 0.00
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NET INCOME $ 13,278.12 $ 10,040.33
============= =============
INCOME PER SHARE (Basic & Diluted) .01 .01
============= =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 2,640,000 2,640,000
============= =============
3
WORLD SERVICES, INC.
STATEMENTS OF CASH FLOWS For the
Six Months Ended June 30, 2001 and 2000
(Unaudited)
2001 2000
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 13,278.12 $ 10,040.33
Adjustment to reconcile net income to
net cash used in operating
activities:
(Increase) Decrease in:
Interest Receivable (7,321.01) (15,783.20)
Increase (Decrease) in:
Stock Redemption Payable (125.00) (246.00)
Accounts Payable 3,413.00 0.00
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NET CASH PROVIDED(USED) BY
OPERATING ACTIVITIES 9,245.11 (5,988.87)
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CASH FLOWS FROM INVESTING ACTIVITIES
Redemption of Certificates
of Deposit 263,025.04 5,219.54
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NET CASH PROVIDED BY
INVESTING ACTIVITIES 263,025.04 5,219.54
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NET INCREASE(DECREASE)IN CASH 272,270.15 (769.33)
CASH AT BEGINNING OF PERIOD 42,225.10 50,173.74
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CASH AT END OF PERIOD $314,495.25 $49,404.41
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SUPPLEMENTAL DISCLOSURES Cash payments for:
Income taxes $ 0.00 $ 0.00
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Interest paid $ 0.00 $ 0.00
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4
WORLD SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 2001
In the opinion of management of World Services, Inc., (the Company), the
accompanying unaudited financial statements reflect all adjustments (consisting
of only normal recurring accruals) necessary to present fairly the financial
position of the company as of June 30, 2001, and the results of operations and
cash flows for the six months ended June 30, 2001 and 2000.
These unaudited financial statements should be read in conjunction with the
Company's annual report on Form 10-KSB for the year ended December 31, 2000.
NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES
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A summary of significant accounting policies is currently on file with the
Securities and Exchange Commission on Form 10-KSB.
NOTE 2 - INCOME TAXES
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As of December 31, 2000, the Company had net operating loss carry forwards for
income tax purposes totaling approximately $823,000 which expire in the years
2001 to 2011. The net operating loss carry forwards may be limited with respect
to their availability due to prior ownership changes and the consolidated return
regulations.
5
WORLD SERVICES, INC.
MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this report.
LIQUIDITY AND CAPITAL RESOURCES - JUNE 30, 2001, COMPARED TO DECEMBER 31, 2000
- --------------------------------------------------------------------------------
During the six months ended June 30, 2001, cash increased approximately
$272,300, as a result of redeeming certificates of deposits. Interest receivable
increased from $28,235 at December 31, 2000, to $35,556 at June 30, 2001.
Primarily as a result of the increase in cash and interest receivable, current
assets increased by $16,566, from $1,517,025 at December 31, 2000, to $1,533,591
at June 30, 2001.
Current liabilities increased $3,288 from $52,959 at December 31, 2000, to
$56,247 at June 30, 2001. The increase is the result of accounts payable not
being paid before the end of the quarter.
As a result of the Company's net income for the six months of $13,278, the
accumulated deficit decreased from $4,335,004 at December 31, 2000, to
$4,321,726 at June 30, 2001. As a result, total stockholders equity increased
from 2,032,066 at December 31, 2000, to $2,045,344 at June 30, 2001.
In August of 1997, the Company completed a reverse stock split followed by a
forward stock split. Following the reverse stock split, there were a number of
fractional shares which were redeemed. Not all of the fractional shares had been
submitted for payment by December 31, 2000 or June 30, 2001. As a result, the
'current liabilities' portion of the balance sheet reflects a "stock redemption
payable." During the six months ended June 30, 2001, the Company redeemed
outstanding fractional shares with a value of approximately $125. The total
number of outstanding shares of common stock reflected on the balance sheet does
not give any effect to the fractional shares outstanding.
6
WORLD SERVICES, INC.
MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
The company has sufficient funds available to meet its capital obligations in
the foreseeable future. As noted, elsewhere in this report and in the Company's
annual report on Form 10-KSB for the year ended December 31, 2000, the future
conduct of World Services' business is dependent upon a number of factors, and
there can be no assurance that World Services will be able to conduct its
operations as contemplated herein. Certain statements contained in this report,
such as the possibility that World Services may acquire an operating business
or, if any such business is acquired that it can be successfully operated, are
forward-looking statements. The accuracy of these statements cannot be
guaranteed as they are subject to a variety of risks including, but not limited
to: the possibility that World Services will not be able to complete any such
acquisition on economic terms, if at all; and if such an acquisition does occur,
the possibility that World Services will not be able to operate the business
successfully. Furthermore, if any acquisition does occur, it will likely be
accompanied by a change of control, and there can be no assurance that such
change of control will be beneficial to World Services or its existing
shareholders.
RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2000
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Six months ended
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June 30, 2001 June 30, 2000
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Net income $ 13,278 $ 10,040
Operating Expenses 36,682 26,685
Weighted Average
Number of Shares 2,640,000* 2,640,000*
Net income per share
Less than $ 0.01 $ 0.01
7
WORLD SERVICES, INC.
MANAGEMENTS'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
* The weighted average number of shares has been adjusted for the reverse and
forward stock splits completed in August of 1997 and for the repurchase of
the fractional shares resulting from the reverse stock split, all as
described in the Company's proxy statement for the shareholders' meeting in
August of 1997.
No major changes in income or expenses are anticipated for the rest of the year.
8
WORLD SERVICES, INC.
PART II. OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
None.
ITEM 2. - CHANGES IN SECURITIES
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None.
ITEM 3. - DEFAULT UPON SENIOR SECURITIES
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None.
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
On June 28, 2001, the Company held a special meeting of its shareholders in lieu
of an annual meeting. At that meeting, the following nominees were reelected to
the Board of Directors: Ronne Tarrell, Delores Bower, David Jorgenson, Delbert
Harty, and Terry Heinz. No other matters were considered at the special meeting.
ITEM 5. - OTHER INFORMATION
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None.
ITEM 6. - EXHIBITS
- --------------------------------------------------------------------------------
Exhibit 27 - Financial Data Schedule.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
July 25, 2001
WORLD SERVICES, INC.
By: /s/ Ronne Tarrell
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Ronne Tarrell, President, Chief
Executive Officer and Principal
Financial Officer
10