<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
X Quarterly report Section 13 or 15(d) of the Securities Exchange Act of
- 1934 for the quarterly period ended March 31, 2000
--------------
Transition report pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
For the transition period from to
---------------------- -------------
Commission File number 0-28058
-------
VILLAGEWORLD.COM, INC.
----------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
<TABLE>
<S> <C>
New York 11-3137508
-------- ----------
(State or Other Jurisdiction (IRS Employer
of Incorporation) Identification No.)
</TABLE>
620 Johnson Avenue, Bohemia, New York 11716
-------------------------------------------
(Address of Principal Executive Offices)
(631) 218-0700
--------------
(Issuer's Telephone Number Including Area Code)
-----------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
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
--- ---
State the number of shares outstanding of each of the issuer's class of common
equity, as of the latest practicable date: At May 9, 2000, the issuer had
outstanding 19,192,957 shares of Common Stock, par value $.001 per share.
(Assuming the conversion of all outstanding Class B Preferred Stock the
outstanding common stock at May 9, 2000 would increase to 89,464,179 shares).
<PAGE> 2
VILLAGEWORLD.COM, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-QSB
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
QUARTER ENDED MARCH 31, 2000
ITEMS IN FORM 10-QSB
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings None
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
</TABLE>
<PAGE> 3
VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
-------------- -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 74,350 $ 800,561
Accounts receivable 500,472 494,820
Inventory 171,658 96,791
Refundable income taxes 126,000 126,000
Current assets attributable to discontinued operations 23,073 21,891
Prepaid expenses and other current assets 158,722 129,094
----------- -----------
Total Current Assets 1,054,275 1,669,157
Fixed assets, net of accumulated depreciation 329,225 325,285
Intangible assets, net of accumulated amortization 2,623,353 2,694,252
Deferred tax asset 28,400 28,400
Other assets attributable to discontinued operations 101,371 101,371
Security deposits and other assets 102,815 13,230
----------- -----------
TOTAL $ 4,239,439 $ 4,831,695
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable - bank $ 70,000 $ 200,000
Accounts payable and accrued expenses 514,966 411,693
Deferred income 54,022 49,520
Current liabilities attributable to discontinued operations 278,165 615,489
Other current liabilities 37,063 63,551
----------- -----------
Total Current Liabilities 954,216 1,340,253
Loans payable 570,494 567,885
Accrued preferred stock accumulative dividends 17,850 -
Security deposits payable 2,316 2,316
----------- -----------
Total Liabilities 1,544,876 1,910,454
----------- ---------
Stockholders' Equity:
Convertible Class B preferred stock; $.001 par value; 1,000,000 shares
authorized; 508,152 shares issued and outstanding 508 508
Convertible (redeemable at $117.50) Class C preferred stock; $.001 par value;
25,000 shares au12orized; 11,900 and 15,800 shares issued at March 31, 2000 and
December 31, 1999. (Note E) 12 16
Common stock; $.001 par value; 200,000,000 shares authorized; 18,737,815 and
17,404,584 shares issued at Marc17,4052000 and December 31, 1999. 18,738 17,405
Additional paid in capital 4,766,770 4,597,599
Stock subscription receivable (1,520) -
Accumulated deficit (2,025,321) (1,629,663)
Treasury stock (65,279 shares at cost) (64,624) (64,624)
----------- ------------
Total stockholders' equity 2,694,563 2,921,241
----------- -----------
TOTAL $ 4,239,439 $ 4,831,695
=========== ===========
- -
</TABLE>
The accompanying notes are an integral part of the financial statements 3
<PAGE> 4
VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
2000 1999
----------------- -----------------
<S> <C> <C>
REVENUES:
Subscription services $ 91,581 $87,754
Hardware sales 179,820 -
Installation services 122,024 -
Other 17,940 -
----------- -------
Total Revenues 411,365 87,754
----------- -------
COSTS AND EXPENSES:
Cost of sales 247,364 56,331
Selling, general and administrative 467,659 25,592
Amortization of excess of cost over fair value of net assets acquired 70,879 -
Interest expense 3,271 887
----------- -------
Total costs and expenses 789,173 82,810
----------- -------
Income (loss) from operations
before income taxes (377,808) 4,944
Provision (credit) for income taxes - 1,500
----------- -------
Net income (loss) $ (377,808) $ 3,444
=========== =======
Basic and diluted net income (loss) per common share $ - $ -
=========== =======
Basic and diluted weighted average common shares outstanding, giving effect to
the conversion to common stock of all Class B Preferred Stock outstanding 88,583,627 39,372,221
</TABLE>
The accompanying notes are an integral part of the financial statements 4
<PAGE> 5
VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Class B Class C
Preferred Stock Preferred Stock
Shares Amount Shares Amount
------ ------ ------ ------
<S> <C> <C> <C> <C>
Balance, January 1, 2000 508,152 $ 508 15,800 $ 16
Stock issued to satisfy accrued professional fees
Stock issued for promotional services
Stocks issued for franchise settlements
Preferred stock converted to
common stock (3,900) (4)
Stock issued in lieu of preferred stock dividend
Accrued preferred stock accumulative dividends
Net loss - - - -
-------- ------ ------- -----
Balance, March 31, 2000 508,152 $ 508 11,900 $ 12
======== ====== ======= =====
- - -
</TABLE>
<TABLE>
<CAPTION>
Additional Stock
Common Stock Paid-In Subscription Treasury Stock Accumulated
Shares Amount Capital Receivable Shares Amount Deficit Total
------ ------ ------- ---------- ------ ------ ------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
17,404,584 $ 17,405 $ 4,597,599 $ - (65,279) $ (64,624) $ (1,629,663) $ 2,921,241
11,111 11 9,989 10,000
152,000 152 94,848 (1,520) 93,480
150,000 150 65,350 65,500
1,018,650 1,019 (441) 574
1,470 1 (575) (574)
(17,850) (17,850)
- - - - - - (377,808) (377,808)
---------- --------- ------------ --------- -------- ---------- ------------- -----------
18,737,815 $ 18,738 $ 4,766,770 $ (1,520) (65,279) $ (64,624) $ (2,025,321) $ 2,694,563
========== ========= ============ ========= ======== ========== ============= ===========
- - - - - - - -
</TABLE>
The accompanying notes are an integral part of the financial statements 5
<PAGE> 6
VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended March 31,
(Unaudited)
2000 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (377,808) $ 3,444
----------- --------
Adjustments to reconcile net income (loss) to net cash provided (used) by
operating activities:
Depreciation and amortization 90,781 5,889
Deferred promotional costs 3,895
(Increase) Decrease in:
Accounts receivable (5,652) 5,049
Inventory (74,867) -
Current assets attributable to discontinued operations (1,182) -
Prepaid expenses and other current assets (29,628) -
Increase (Decrease) in:
Accounts payable and accrued expenses 113,273 (4,491)
Related party advances - 2,115
Deferred revenue 4,502 (7,567)
Current liabilities attributable to discontinued operations (271,824) -
Other current liabilities (26,488) (2,977)
--------- ---------
Total adjustments (197,190) (1,982)
--------- ---------
Net cash provided (used) by operating activities (574,998) 1,462
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets (23,822) (4,696)
--------- ---------
Net cash used by investing activities (23,822) (4,696)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable (130,000) -
Proceeds(repayment) of loans payable 2,609 4,695
--------- --------
Net cash provided (used) by financing activities (127,391) 4,695
--------- --------
NET INCREASE (DECREASE) IN CASH (726,211) 1,461
Cash, beginning of period 800,561 21,897
--------- --------
Cash, end of period $ 74,350 $ 23,358
========= ========
</TABLE>
The accompanying notes are an integral part of the financial statements 6
<PAGE> 7
VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
<TABLE>
<CAPTION>
Three Months Ended March 31,
(Unaudited)
2000 1999
----------------- -----------------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF NON CASH ACTIVITIES:
Cash paid during the year for:
Interest $ 3,271 $ 887
Income taxes - 4,688
SUPPLEMENTAL DISCLOSURES OF NON CASH INVESTING AND FINANCING ACTIVITIES:
11,111 shares of common stock issued for payment of accounts payable:
Accounts payable $ 10,000
150,000 shares of common stock issued for refund of franchise fees and
store deposit:
Franchise fees $ 80,500
Common stock (150)
Additional paid in capital (65,350)
---------
Cash paid $ 15,000
=========
152,000 shares of common stock deemed issued for
deferred promotional agreement $ 93,480
Cumulative $6 preferred stock dividend accrued $ 17,850
</TABLE>
The accompanying notes are an integral part of the financial statements
7
<PAGE> 8
VILLAGEWORLD.COM, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(NOTE A) - THE COMPANY AND BASIS OF PRESENTATION
The Company is a provider of Internet on-line services,
offering its subscribers a wide variety of services including
electronic mail, software, computing support, and easy access
of the Internet. In addition, the Company provides small
businesses with fully managed services that include Internet
connections, remote dial access and Web hosting services. The
Company also provides full service system integration
specializing in high-end computer networking infrastructures,
internet solutions, and Local and Wide Area Network
installations
The information herein is unaudited. However, in the opinion
of management, such information reflects all adjustments
(consisting only of normal recurring accruals) necessary to
make the financial statements not misleading. Additionally, in
accordance with applicable standards for interim reporting,
the accompanying financial statements do not include all
disclosures in conformity with generally accepted accounting
principles.
The results of operations for the three months ended March 31,
2000 are not necessarily indicative of the results of
operations for the full year ending December 31, 2000. These
statements should be read in conjunction with the Company's
financial statements for the year ended December 31, 1999
appearing in the Company's Annual Report on Form 10-KSB.
(NOTE B) - CONVERSION OF PREFERRED STOCK
During the quarter ended March 31, 2000, 3,900 shares of
preferred stock were converted into 1,020,120 shares of the
Company's common stock including 1,470 shares for cumulative
preferred stock dividends aggregating $574.
(NOTE C) - COMMON STOCK
In February 2000 the Company issued 11,111 shares of its
common stock to an attorney in payment of $10,000 for legal
services previously rendered by such attorney for the Company.
In February 2000 the Company granted five-year warrants to
four persons to purchase an aggregate of 152,000 shares of the
Company's common stock at an exercise price of $0.01 per share
for the following services:
(1) to one person, for acting as a public spokesman for
the Company, a warrant to purchase 70,000 shares;
(2) to two companies for arranging the transaction with
the spokesman, warrants to purchase an aggregate of 80,000
shares; and
(3) to one person for legal services provided in such
transaction, a warrant to purchase 2,000 shares.
In addition to the shares issued to the spokesman, the related
promotional agreement provided for a cash fee of $30,000 per
year payable each year in advance.
-8-
<PAGE> 9
(NOTE C) - COMMON STOCK (CONTINUED)
Due to the nominal amount of the exercise price, the Company
has recognized the deemed issuance of these 152,000 shares at
the fair value of the Company's common stock at the date of
issuance, $0.625 per share. The excess of such fair value over
the unpaid subscription receivable, $93,480 has been charged
to a deferred cost account to be amortized over the two year
term of the related promotional agreement.
In March 2000 the Company issued an aggregate of 150,000
shares of its common stock to five persons in settlement of
their prior claims against the Company arising from the
Company's discontinued bagel franchising operations.
On March 13, 2000, the Company entered into a memorandum of
understanding with Mr. Robert Appel, pursuant to which he
became our Chief Executive Officer. The memorandum provides
for employment on a full-time basis and contains provisions
that Mr. Appel will not compete or engage in a business
competitive with our current or anticipated business until
twelve months after the termination of the agreement. The
memorandum provides for a base salary of $75,000 per annum and
the grant of a five-year option to purchase 300,000 shares of
the Company's common stock at an exercise price of $.01 per
share, with vesting rights being negotiated.
(NOTE D) - COMMON STOCK OPTIONS
Pursuant to the Company's 1996 Performance Equity Plan ("1996
Plan"), on March 31st of each calendar year during the term of
the 1996 Plan, assuming there are enough shares then available
for grant under the 1996 Plan, each person who is then a
director of the Company will be awarded stock options to
purchase 2,000 shares of common stock at the fair market value
thereof (as determined in accordance with the 1996 Plan), all
of which options are immediately exercisable as of the date of
grant and have a term of ten years. These are the only awards
which may be granted to a director of the Company under the
1996 Plan. On March 31, 2000, the directors of the Company
received this automatic grant of options to purchase an
aggregate of 10,000 shares of common stock at an exercise
price of $2.3125 per share.
(NOTE E)- RECLASSIFICATION
The stockholders' equity section of the December 31, 1999
balance sheet has been reclassified to reflect the actual par
value of the Class C Preferred Stock.
(NOTE F) - SUBSEQUENT EVENT
On April 17, 2000 the Company completed a private placement
funding of $500,000 with Millenium Capital Partners, LLC
("MCP"), an investment group, whereby MCP purchased 666,667
shares of the Company's common stock and a five year warrant
to purchase 666,667 shares of the Company's common stock at an
exercise price of $1.00 per share, for an aggregate investment
of $500,000. In addition, MCP proposed to invest an additional
$2,500,000 in exchange for common stock and warrants at a
discount from the market price. This proposed second round of
financing will be subject to a 45 day due diligence period by
MCP of the Company. In connection with such transaction the
Company issued a five year warrant to Perrin, Holden and
Davenport Capital Corp. to purchase 5,000 shares of the
Company's common stock.
-9-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the Company's financial statements and the notes thereto. The discussion of
results, causes and trends should not be construed to imply any conclusion that
such results or trends will necessarily continue in the future.
FORWARD-LOOKING STATEMENTS
When used in the Form 10-QSB and in future filings by the Company with the
Securities and Exchange Commission, the words or phrases "will likely result,",
"management expects" or "the Company expects," "will continue," "is
anticipated," "estimated" or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Section 21E of the
Securities Exchange Act of 1934, as amended. Readers are cautioned not to place
undue reliance on any such forward-looking statements, each of which speak only
as of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
has no obligation to publicly release the result of any revisions which may be
made to any forward-looking statements to reflect anticipated or unanticipated
events or circumstances occurring after the date of such statements.
RESULTS OF OPERATIONS
Revenues for the three months ended March 31, 2000 were $411,365 compared
to $87,754 for the three months ended March 31, 1999, an increase of $323,611 or
369%. This increase was primarily attributable to the addition of ICS sales of
$319,784 for the three months ended March 31, 2000. Subscription service revenue
increased by $3,827 for the three months ended March 31, 2000. This increase was
primarily attributable to an increase in the number of subscribers and dedicated
users.
Cost of sales were $247,364, representing 60% of total revenues for the
three months ended March 31, 2000, compared to $56,331 or 64% of total revenues
for the three months ended March 31, 1999. This increase in cost of sales as a
percentage of sales was primarily attributable to the addition of ICS's computer
network business for the three months ended March 31, 2000. Cost of sales of ICS
were $177,646, representing 56% of hardware sales and installation services for
the three months ended March 31, 2000. Cost of sales of VillageWorld were
$69,718 and $56,331, representing 76% and 64% of revenues for subscription
services for the three months ended March 31, 2000 and 1999, respectively.
VillageWorld has upgraded its backbone service and redundancy to ensure its
connectivity. These costs increased without any significant increase in
revenues. This was undertaken to position the Company for expansion of its
internet business.
Selling, general and administrative expenses (SG&A) were $467,659 for the
three months ended March 31, 2000, an increase of 1727% from $25,592 for the
three months ended December 31, 1999. This increase was primarily attributable
to the addition of the SG&A expenses of ICS for the three months ended March 31,
2000. Of the total SG&A expenses, $175,024 represents VillageWorld and $292,635
represents ICS. There was an increase of $21,214 in professional fees of which
$11,214 represents legal fees and $10,000 represents audit fees. Rent increased
by $22,280 for office space acquired in the merger. There was an increase of
approximately $10,900 in filing costs from the previous year.
The net loss for the three months ended March 31, 2000 was $377,808
compared to net income of $3,444 for the three months ended March 31, 1999. The
primary reasons for the increase in the current period loss were: (i) the
incorporation of the results of operations of ICS amounting to a loss of
$153,764; (ii) amortization expense of goodwill of $70,879; (iii) and higher
payroll cost and benefits.
-10-
<PAGE> 11
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents at March 31, 2000 were $74,350 compared to
$800,561 at December 31, 1999. This decrease in cash was primarily attributable
to the funding of our net loss from operations and to pay liabilities associated
with discontinued operations.
Inventory increased to $171,658 at March 31, 2000 from $96,791 at December
31, 1999, due to equipment purchased for Commack School District Technology
Implementation contract. Completion of this contract is expected by July 2000.
Prepaid expenses and other current assets increased to $158,722 from
$129,094 at December 31, 1999, due primarily to an increase in prepaid
advertising.
Security deposits and other assets increased to $102,815 at March 31, 2000
from $13,230 at December 31, 1999 attributable to the costs associated with
securing the services of a celebrity spokesperson, which will be amortized over
a two year period, the term of the contract.
The combination of accounts payable and accrued expenses increased to
$514,966 from $411,693 at December 31, 1999. This increase was primarily
attributable to an increase in inventory for the Commack contract.
Notes and loans payable decreased to $640,494 from $767,885 at December 31,
1999, primarily attributable to the repayment of $130,000 of bank loans.
At March 31, 2000, we had $100,059 of working capital and a current ratio
of 1.1 to 1.
Our operating activities used cash of $574,998 for the three months ended
March 31, 2000 as compared to $1,462 provided by operating activities for the
three months ended March 31, 1999. This increase in use of cash was primarily
due to the funding of our net loss from operations and to pay liabilities
associated with discontinued operations.
For the three months ended March 31, 2000, we used $23,822 in investing
activities compared to $4,696 for the same period in 1999. This change was
primarily due to increased capital expenditures in 2000.
Since the merger, we have funded our operating losses and working capital
needs primarily through private placement of equity securities. In addition, we
have a credit line with a bank with a maximum borrowing of $200,000.
Additionally we plan to expand our internet business through the
franchising of internet service providers and increase our marketing and
advertising to expand our local ISP network.
We will require additional working capital to finance operations as well as
to pay liabilities of the discontinued operations of our former bagel franchise
business. In March 2000 we entered into franchise separation agreements with
former franchisees in which we paid $15,000 and issued 150,000 shares of common
stock.
On April 17, 2000 we completed a private placement funding of $500,000 with
Millenium Capital Partners, LLC ("MCP"), an investment group, whereby MCP
purchased 666,667 shares of the Company's common stock and a five year warrant
to purchase 666,667 shares of the Company's common stock at an exercise price of
$1.00 per share, for an aggregate investment of $500,000. In addition, MCP
proposed to invest an additional $2,500,000 in exchange for common stock and
warrants at a discount from the market price. This proposed second round of
financing will be subject to a 45 day due diligence period by MCP of us.
-11-
<PAGE> 12
The Company intends to acquire internet companies currently outsourcing
internet access needs that are compatible with the ISP services offered by the
Company. By then placing these companies on its existing backbone
infrastructure, we expect to add services, attract new internet users and
increase revenue through the elimination of outsourcing costs of the acquired
companies.
OTHER MATTERS
Recent Developments
We have launched a national franchising program and have received
regulatory approval to license franchises in 37 States. We have filed for
licensing in additional states. We are the first publicly traded Internet
Service Provider to launch a national franchising program. Franchisees will
receive exclusive territorial rights to sell VillageWorld.com services.
Franchisees will build on-line villages that are tailored to meet the needs of
their geographic communities. Each village will be the central point for local
content including: commerce, news, politics, and advertising. We have committed
to launch an extensive advertising campaign, featuring print ads in The Wall
Street Journal and other major publications.
We have expanded our ISP coverage to include 1,000 cities. Our expanded
national footprint makes our service a local call for more than 90% of the US
population. Our coverage also includes three of Canada's largest cities as well
as Tokyo, Japan. Our services include disk space for a personal web site, usenet
news, online multimedia, e-mail addresses and access to our technical support.
We are now hosting web sites for rock legend David Bowie and the teen music
band Hanson. We also provide Private Label ISPs for those sites. BowieNet and
HansonNet offer members an exclusive virtual backstage pass to David Bowie and
to Hanson in a community-based forum. ISP subscribers receive all the premium
content plus full access to the internet by letting BowieNet or HansonNet become
their ISP. We host the sites as well as provide subscribers with internet access
with local dial-in numbers and technical support.
-12-
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In January and February 2000, we issued an aggregate of
1,020,120 shares of our common stock to twelve persons who
elected to convert their shares of our Class C preferred stock
into common stock. Such shares were based on the conversion
formulas in the designation of preference for the Class C
preferred stock.
In February 2000 we issued 11,111 shares of our common stock
to an attorney in payment of $10,000 for legal services
previously rendered by such attorney for us.
In February 2000 we granted five-year warrants to four persons
to purchase an aggregate of 152,000 shares of our common stock
at an exercise price of $0.01 per share for the following
services:
(1) to one person, for acting as a public spokesman for
us, a warrant to purchase 70,000 shares;
(2) to two companies for arranging the transaction with
the spokesman, warrants to purchase an aggregate of 80,000
shares; and
(3) to one person for legal services provided in such
transaction, a warrant to purchase 2,000 shares.
In addition to the shares issued to the spokesman, the
related promotional agreement provided for a cash fee of
$30,000 per year payable each year in advance.
In March 2000 we issued an aggregate of 150,000 shares of its
common stock to five persons in settlement of their claims
against us arising from our discontinued bagel franchising
operations.
On March 31, 2000 all five of the members of our board of
directors received an automatic grant of options to purchase
an aggregate of 10,000 shares of our common stock at an
exercise price of $2.3125 per share.
We received no cash in any of the above transactions. There
were no underwriters in any of the above transactions,
althrough the persons who arranged the transaction with the
spokesman may be deemed to be underwriters of the warrants we
issued to the spokesman. Our issuance of our shares, warrants
and options described above were all exempt from the
registration requirements of the Securities Act of 1933, as
amended, (the "Act") pursuant to the provisions of
Section 4(2) of the Act as transactions by an issuer not
involving any public offering.
-13-
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
EXHIBIT
NUMBER
- -------
27.1* Financial Data Schedule (3/31/00)
- ---------------
* Filed herewith
(b) REPORTS ON FORM 8-K
None.
-14-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this export to be signed on its behalf by the
undersigned thereunto duly authorized.
VillageWorld.com, Inc.
----------------------
(Registrant)
Dated: May 11, 2000 By: /s/ Robert Appel
---------------------------
Robert Appel, Chief Executive Officer
By: /s/ Edilberto Enriquez
--------------------------------
Edilberto Enriquez, Treasurer and
Chief Financial Officer
-15-
<PAGE> 16
Index to Exhibits
EXHIBIT
NUMBER
- -------
27.1* Financial Data Schedule (3/31/00)
- ------------
* Filed herewith
-16-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<CASH> 74,350
<SECURITIES> 0
<RECEIVABLES> 502,972
<ALLOWANCES> 2,500
<INVENTORY> 171,658
<CURRENT-ASSETS> 1,054,275
<PP&E> 436,222
<DEPRECIATION> 106,997
<TOTAL-ASSETS> 4,239,439
<CURRENT-LIABILITIES> 954,216
<BONDS> 0
0
520
<COMMON> 18,738
<OTHER-SE> 2,675,305
<TOTAL-LIABILITY-AND-EQUITY> 4,239,439
<SALES> 411,365
<TOTAL-REVENUES> 411,365
<CGS> 247,364
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<INCOME-PRETAX> (377,808)
<INCOME-TAX> 0
<INCOME-CONTINUING> (377,808)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (377,808)
<EPS-BASIC> 0.00
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</TABLE>
