<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Year ended June 30, 2000
Commission File Number 0-23693
WORLD TRANSPORT AUTHORITY, INC.
(Formerly COMPOSITE AUTOMOBILE RESEARCH, LTD.)
(Exact name of registrant as specified in its charter)
Alberta, BC 93-1202663
(State of Incorporation) (IRS Employer Identification No.)
635 Front Street, El Cajon, California 92020
(Address of Principal Executive Offices) (Zip Code)
(619) 387-8888 FAX (619) 444-9026
(Registrant's telephone and fax number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10 KSB or any amendment to
this Form 10-KSB.
Yes [X] No [ ]
The issuer's revenues for the year ended June 30, 2000 were $676,290.
The approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of June 30, 2000, based on the market was
$20,550,792. As of June 30, 2000, the registrant had 54,014,780 shares of common
stock, no stated par value, issued and outstanding.
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ITEM 1 BUSINESS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Annual Report contains
forward-looking statements. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in these forward-looking statements. Factors
that might cause such a difference include, but are not limited to; those
discussed in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations. Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. The Company undertakes no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents the Company files from time to time with the
Securities and Exchange Commission, including the Quarterly Reports on Form
10-QSB to be filed by the Company in fiscal year 2001.
HISTORY
World Transport Authority, Inc. (formerly Composite Automobile Research,
Ltd.) (the "Company") was incorporated in the Province of Alberta, Canada in
January 1996 pursuant to the Alberta Business Corporations Act. The Company was
incorporated to facilitate an initial public offering in order to provide
funding for a new motor vehicle prototype.
The Company, through its wholly owned subsidiary, World Transport
Authority, Inc. ("WTA"), a Nevada corporation, is in the business of designing
vehicles, and selling licenses to others to produce these vehicles in markets
around the world.
The Company sells a Master License for each predetermined geographic
region or each country, depending on the estimated vehicle sales in each market.
The price for this Master License varies depending upon the population
of the geographic region or country served. The Master Licensee is responsible
for selling Manufacturing and Distribution Licenses for individual factories
throughout their country or region. The Master Licensee provides all support for
each factory, including training and marketing, utilizing local customs and
language.
Generally, a master license holder is required to pay its master license
fee by remitting a specified percentage of each manufacturing and distribution
license fee to the Company. As a result of the uncertainties related to the
realization of such fees, revenues from the sale of a master license are
recognized when the Company receives the specified percentage payment from the
master license holder upon the sale of a manufacturing and distribution license,
and the Company has provided substantially all of the factory components and
training sufficient to enable the licensee to begin vehicle production.
Sales of manufactured vehicle components are recognized upon shipment of
the components. Royalty payments based on the production and/or sale of vehicles
will be recognized when earned. Revenues from sales of licenses to build and
sell manufacturing plants will be recognized upon completion and shipment of the
manufacturing plants by the licensee.
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The Company, through its wholly owned subsidiary, World Star Logistics,
Inc. (WSL), generates revenue from the sales of manufactured vehicle components.
WSL was incorporated in the state of Nevada and began operations in May 2000.
WSL recognizes component revenue upon shipment of the components.
In addition, the Company may receive royalty payments on the production
and/or sale of vehicles. The Company will recognize such revenue when earned.
The Company has executed an agreement with CBN World Star, Inc. ("CBN"),
which grants to CBN the license to build and sell manufacturing plants on behalf
of WTA for the manufacture of the WorldStar product line. The agreement limits
CBN's right to produce factories to license holders within their Area of
Exclusivity. Revenue associated with license sales will be recognized upon
completion and shipment of manufacturing plants by the licensee.
MASTER LICENSE AND MANUFACTURING & DISTRIBUTION LICENSES
PHILIPPINES:
An amended Master License Agreement was executed September 15, 2000
between WTA and CBN World Star, Inc. The agreement established the cost of the
Master License for the region of the Philippines at two million US dollars
($2,000,000). The agreement sets incremental payments for the license fee, with
$112,000 paid upon the execution of each manufacturing and distribution license.
This agreement established the Republic of the Philippines as an exclusive area.
The amended agreement also granted to CBN World Star, Inc. the right to
build factories for other Master Licensees, on behalf of WTA. The terms state
that CBN's area of exclusive responsibility for this right is defined as: 80
degrees East Longitude, 150 degrees East Longitude, 30 degrees North Latitude
and 30 degrees South Latitude. The cost of this license is $500,000 with
incremental payments of $15,000 per factory sold, until paid in full.
The agreement obligates the Master License Holder to establish the first
factory in their region. This facility is a showcase used as a tool for selling
manufacturing and distribution licenses. Additionally, the facility is used for
the training of licensees. The factory has no required sales quotas.
In September 1999 a Standard Manufacturing and Distribution License
Agreement was executed between WTA and CBN World Star, Inc. The cost of this
license is $372,000. Royalties of $275 per vehicle are paid to the Master
License Holder. The payment of the royalty fee is $75 to the MLH and $200 to
WTA. No royalty revenue has been generated for the year ended 6/30/00. The
components for the factory were shipped in November 1999.
COLUMBIA:
In May 1999 WTA and WorldStar Andino Corporation executed a Master
License Agreement. The agreement established the cost of the Master License for
the region of South America at two million six hundred twenty-five thousand US
dollars ($2,625,000). This region is exclusive to the Master License Holder
(MLH) and includes the countries of Colombia, Venezuela, Ecuador and Panama. The
agreement sets incremental payments of the license fee with $112,000 paid with
the execution of each sublicense, until the fee is paid in full.
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The agreement obligates the Master License Holder to establish the first
factory in their region. This facility is a showcase used as a tool for selling
manufacturing and distribution licenses. Additionally, the facility is used for
training of licensees. This facility has a sales quota of fifty percent (50%) of
the 324 cars per year capacity. The sales quota is waived for the first year of
factory production.
WorldStar Andino (as MLH for the region) and World Star Paez S.A. (as
sub-licensee) executed a Standard Manufacturing and Distribution License
Agreement. The cost of this license is $372,000. Royalties of $275 per vehicle
are paid to the Master License Holder. The payment of the royalty fee is $75 to
the MLH and $200 to WTA. No royalty revenue has been generated for the year
ended 6/30/00. The components for this factory were shipped in September 1999.
COSTA RICA:
In March 2000 a Master License agreement was signed with Greenvolt for
the region of Costa Rica. WTA acquired 7,000,000 shares of stock in Greenvolt,
Inc. for this Master License. Greenvolt has changed the name of the company to
Pan American Automotive, Ltd (PAAT). It established trading on the NASDAQ pink
sheets in August 2000. As of 6/30/00, the common shares in PAAT had no readily
determinable market value and accordingly, the Company recognized no revenue
from this agreement in 2000. The agreement sets a royalty fee of $275 per
vehicle. The payment of the royalty fee is $75 to the MLH and $200 to WTA.
COMPETITION
As of the date of this filing of this report, the Company is unaware of
any competition in the third world vehicle market.
EMPLOYEES
As of June 30, 2000, the Company had 11 employees. None of the Company's
employees is currently represented by a labor union or other labor organization.
Approximately 73% of these employees are involved in production, with the
remainder primarily involved in administration.
The Company believes that its employee relations are good.
ITEM 2 PROPERTIES
The Company has leased its headquarters facility in El Cajon,
California, through March 2001. The leased area consists of approximately 9,600
square feet of office and manufacturing space. This operating lease provides
that the Company pay, in addition to the base rent, $300 per month for leased
common area operating costs.
In April 2000, the Company leased a second office location at 1050 17th
Street in Washington D.C. for a period of one year.
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ITEM 3 LEGAL PROCEEDINGS
On April 1, 1999, the Company agreed to settle a dispute with B.A.T.
International, Inc. ("B.A.T."). Based on this settlement, the Company was to
issue $5,000 worth of the Company's Common Stock to B.A.T. once B.A.T. returned
the Company's materials such as body molds and automobile bodies. Any shares
issued by the Company under this settlement will be "restricted" securities and
thus subject to certain trading restrictions as required by the Securities and
Exchange Commission.
As noted in the settlement, B.A.T. was in possession of certain Company
property, which B.A.T. was required to return to the Company by June 1, 1999.
This property included all vehicles and/or vehicle components, body parts and
associated pieces, either partially or completely manufactured, which
incorporate the WTA composite platform. In the settlement, B.A.T. acknowledged
and recognized the rights to the World Star Vehicle owned by WTA. B.A.T. agreed
to pay a royalty to the Company for all vehicles B.A.T. produces in the future.
In July 1999, the Company sued B.A.T. in the Superior Court of San
Diego, California for not honoring the terms of the settlement. The Court
awarded the Company a $100,000 judgement against B.A.T. Effective April 15,
2000, B.A.T. began making payments on this settlement at $1,500 per month.
The Company has not yet recorded the B.A.T. settlement of $100,000 as a
receivable due to the uncertainties regarding collection.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held a special meeting of stockholders at the corporate
headquarters in El Cajon, CA on June 1, 2000. In attendance were: Lyle Wardrop,
President and Chairman of the Board, Paul Hewitt, Director, Joe Parker, Vice
President of Marketing, and Doug Norman, founder and Vice President of
International Sales. Approximately 100 stockholders attended.
The purpose of the meeting, as indicated in the notice, was:
1) To approve a proposal to change the name of Composite Automobile
Research, Ltd. to "World Transport Authority, Inc." ("WTA")
2) To approve the increase in the authorized capital stock of the
Company to unlimited common shares
3) To approve the record date of the four-for-one forward Common
Stock split approved by the Board of Directors
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
Resolution #1 9,912,069 2,940 6,530
Resolution #2 9,681,084 217,125 53,330
Resolution #3 3,270,388 0 0
</TABLE>
The recordation date for the four-for-one forward Common Stock split was
established as August 31, 2000. The change of name from Composite Automobile
Research, Ltd. to "World Transport Authority, Inc." is set for September 1,
2000.
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PART II
ITEM 5 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS.
On September 24, 1998, the Company's common stock began trading on the
OTC Electronic Bulletin sponsored by the National Association of Securities
Dealers (NASD). The following table sets forth the high and low closing sales
prices for the Common Stock for each quarterly period within the Company's most
recent fiscal year on the OTC Electronic Bulletin Board. These amounts have not
been adjusted for the four-for-one forward stock split approved by the Company's
stockholders on June 1, 2000. That stock split was effective on August 31, 2000.
Quarter ended:
<TABLE>
<CAPTION>
High Low High Low
------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
September 30 1998 2 3/4 1 1/4 1999 1 47/50 1 17/50
December 31, 1998 1 3/4 7/16 1999 13/25 13/100
March 31, 1999 2 1/2 9/16 2000 2 81/100 7/50
June 30, 1999 1 47/50 9/16 2000 2 53/100 81/100
</TABLE>
As of September 15, 1999, the Company's stock has been traded on the
NASDAQ system in the over-the-counter market under the symbol "CARH". September
1, 2000, the company name changed to World Transport Authority, Inc., and the
trading symbol changed to "WTAI".
In April 2000 the Company's common stock began trading on the Frankfurt
Stock Exchange under the trading symbol "POH". September 1, 2000, the company
name changed to World Transport Authority, Inc., and the trading symbol changed
to "WT2".
The Company's Board of Directors determines any payment of dividends.
The Board of Directors does not expect to authorize the payment of cash
dividends in the foreseeable future. The Company's Board of Directors passed a
resolution to provide a dividend to stockholders in the form of stock in Pan
American Automotive, Ltd. ("PAAT") (Formerly Greenvolt, Inc.). The Company
received stock in PAAT in April 2000. At that time it was not possible to
determine the value of the stock since it was not publicly trading. Therefore
there is no dividend payable listed on the WTA financial statement. After the
end of fiscal year June 30, 2000, PAAT was established in the Nasdaq system on
the Pink Sheets under the symbol "PAAT". The Company expects to pay this
dividend approximately December 31, 2000.
Any future decision with respect to dividends will depend on future
earnings, operations, capital requirements and availability, restriction in
future financing agreements, and other business and financial considerations.
As of June 30, 2000 there were approximately 193 holders of record of
the Company's Common Stock. The Board of Directors believes the number of
beneficial owners is greater than the number of record holders because a portion
of the Company's outstanding Common Stock is held of record in broker "street
names" for the benefit of individual investors.
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ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following selected financial data should be read in conjunction with
the more detailed financial statements, related notes and other financial
information included herein.
<TABLE>
<CAPTION>
As of and for the
Years Ended June 30,
-----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Operating Data:
License Fees $ 254,000 $
Net Sales 422,290 122,498
Cost of Sales (309,715) (22,960)
Operating and Other Expenses (2,341,175) (3,953,975)
----------- -----------
Net Loss $(1,974,600) $(3,854,437)
=========== ===========
Balance Sheet Data:
Current Assets $ 718,841 $ 420,334
Total Assets 1,346,004 1,243,934
Current Liabilities 183,338 212,639
Total Liabilities 243,338 305,624
Working Capital 535,503 207,695
Stockholders' Equity 1,102,666 938,310
</TABLE>
No Company Common Stock dividends have been declared.
RESULTS OF OPERATIONS
The Company's revenues for the year ended June 30, 2000 consisted of
$254,000 in license fees and $422,290 in sales for total net sales of $676,290.
The Company's total net sales for year ended June 30, 2000 increased 452% over
the Company's net sales for year ended June 30, 1999 of $122,498. Revenues from
both years were primarily from license fees and factory sales. Sales of the year
ended June 30, 2000 include a minor amount of sales of vehicle components.
The Company had a net loss of $1,974,600 for the year ended June 30,
2000 compared to the Company's net loss for the year ended June 30, 1999 of
$3,854,437. The decrease in net loss for 2000 was primarily due to the increase
in revenues, as well as a decrease in operating expenses.
Selling and general expenses for the year ended June 30, 2000 were
$2,087,700 compared to selling and general expenses of $3,702,590 for the year
ended June 30, 1999. The decreased selling and general expenses in 2000 were
primarily due to reduction in operating expenses. Reductions were most
significantly noted in the areas of payroll expense, rent, utilities, marketing,
commissions, and advertising. Payroll expenses for the year were substantially
reduced, especially in the area of officer salary. During fiscal year 2000, the
lease for 635 Front Street, El Cajon was amended to reduce the square footage
occupied by WTA. This resulted in rent and utility savings. Marketing and
advertising was curtailed in fiscal year 2000 and therefore the expenditure in
this area was also reduced.
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LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital at June 30, 2000 was $535,503 as compared
to $207,695 at June 30, 1999. Net cash used in operating activities totaled
$663,415 for the year ended June 30, 2000 compared to $1,083,369 for the year
ended June 30, 1999.
During the year ended June 30, 2000, the Company funded its operating
losses with advances from a related party, by selling shares of its common stock
to various investors and issuing common stock for services.
The Company does not have any available credit, bank financing or other
external sources of liquidity. Due to its historical operating losses, the
Company's operations have not been a source of liquidity. In order to obtain
capital and be able to continue as a going concern, the Company may need to sell
additional shares of its common stock or borrow funds from private lenders
and/or related parties. During the next year the Company anticipates that the
number of Master Licenses sold will increase based on the number of prospective
licenses currently under negotiation. Revenues will increase as the payment for
the license fees and factory components are received and recognized. There can
be no assurance, however, that the Company will be successful in obtaining these
additional licenses.
ITEM 7 FINANCIAL STATEMENTS
The financial statements required by this report are set forth in the
index on page F-1.
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None
PART III
ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Board Of Directors
The following table sets forth certain information concerning each member of the
Company's Board of Directors as of June 30, 2000.
<TABLE>
<CAPTION>
Directors:
---------------------------------------------------------------------------
Name Age Date Elected Position
------------------------ ---------- --------------- -----------------
<S> <C> <C> <C>
Lyle Wardrop 59 09/27/99 President, CEO,
03/19/96 Director
Paul Hewitt 46 07/01/98 Director
Rodger Ward 80 06/01/96 Vice President(a)
David Yue 48 06/01/00 Director
</TABLE>
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(a) Mr. Ward resigned his position as Vice President of the Company
after year-end.
Mr. Wardrop has served as a director of the Company since March 1996. On
September 27, 1999, Mr. Wardrop was named Chief Executive Officer and President
of the Company. Since 1963, Mr. Wardrop, a resident of British Columbia, Canada
has been involved in the automotive market as President of Golden Mile Motors
and United Auto Brokers. He is also actively involved in the Automotive
Retailers Association of British Columbia, which represents the automotive
retail sector in dealing with government and private agencies.
Mr. Paul S. Hewitt has served as a director of the Company since July 1,
1998. Since 1979, Mr. Hewitt has been involved in the Washington political
arena. A resident of Bethesda, Maryland, Mr. Hewitt has served as Executive
Director of the National Taxpayers' Union Foundation, a non-profit research and
public education program located in Washington, D.C. He has also served as Staff
Director for the U.S. Subcommittee on Intergovernmental Regulations, and is
founder and former President of the Americans for Generational Equity, focusing
on the interests of younger and future generations on long-term policy issues
such as budget deficits, savings policy and retirement. Mr. Hewitt holds a BA in
Economics from University California, Berkley and a Masters of Public
Administration from American University in Washington, DC.
Mr. Ward has served as a Vice President, Public Relation of the Company
since June 1996. Mr. Ward brings fifty years of public relations experience to
the Company. As a two-time Indianapolis 500 winner, Mr. Ward's extensive
contacts in the auto racing arena, as well as his association with the media and
his public speaking engagements provide Mr. Ward numerous opportunities to
promote the Company. Since his retirement as a professional race car driver, Mr.
Ward has served as Director of Public Relations at Ontario Motor Speedway in
California, Team Manager for the Unlimited Hydroplane Race Team at Circus Circus
Hotel in Las Vegas, Nevada, and is currently a member of the Board of Directors
for the San Diego Automotive Museum.
David Yue is an international businessman who was born and educated in
Hong Kong, China. Mr. Yue brings to WTA a wealth of successful business
experience in both the private and public sectors. His experience includes the
successful start-up and financing of several private companies, that went on to
become public and now trade on either the Toronto or Nasdaq stock exchanges. Mr.
Yue is a director of British Columbia Hydro International Ltd, the 100% owned
subsidiary of BC Hydro Ltd, which is one of the largest power generating
companies in Canada. This wholly owned subsidiary is the vehicle in which BC
Hydro develops and finances its international operations. Through this
directorship Mr. Yue advised and helped guide the company with particular
emphasis on the Chinese and Asian marketplace regarding power generation. Mr Yue
has additionally advised the Nanhai Transportation Bureau in China regarding the
building and operation of toll roads in southern China. Currently, Mr. Yue is a
director of Huading Financial Network Inc, a public company with extensive
Chinese and Asian financial market dealings.
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ITEM 10 EXECUTIVE COMPENSATION
Summary Compensation Table:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Name & Restricted
principal Salary Bonus Other Annual Stock Options LTIP
position Year $ $ compensation Awards (#) SARs
------------- ---- --------- --------- ------------ ---------- ------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas Bowers 1999 85,440(1) 30,000(1) 4,515(2) 0 0 0
President & CEO 2000 22,913 0 0 0 0 0
Lyle Wardrop 1999 0 0 0 0 0 0
CEO, President 2000 0 0 0 15,000 0 0
Director
</TABLE>
(1) Includes $56,890 not yet paid, but included in accrued payroll at June
30, 2000.
(2) Six-months car allowance.
Thomas Bowers served as President and CEO until his resignation
effective September 27, 1999. Lyle Wardrop began his term as President and CEO
of the Company on September 27, 1999. Mr. Wardrop was compensated for his
services to the Company by issuance of 100,000 shares of stock at $.15 per
share.
The Directors and Principal Officers have worked with minimum
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation.
The Company does not have written employment agreements with any of its
executive officers or key employees.
There are no annuity, pension or retirement benefits proposed to be paid
to officers, directors or employees of the Corporation in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the Corporation or any of its subsidiaries.
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ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of the
Company's voting securities, retroactively adjusted for the four-for-one forward
stock split effective August 31, 2000, by Officers, Directors and major
stockholders as well as those who own beneficially more than five percent of the
Company's common stock:
<TABLE>
<CAPTION>
Title of Name & Amount & Percent
Class Address Nature of owner Owned
----------- --------------------------------- ---------------- --------
<S> <C> <C> <C>
Common Rodger Ward 54,668 0.10%
La Mesa, CA 91941
Common Lyle Wardrop 400,000 0.71%
Langley BC, V3A 3R5
Common Paul Hewitt 400,000 0.71%
Bethesda, MD 20816
Common David Yue 100,000 0.18%
--------- -------
Officers and Directors as a Group (4 persons) 954,668 1.70%
========= =======
Common Maritime International, Ltd. 2,906,668(a) 5.19%
Grand Cayman, Cayman Islands
Common Dick Miguel 3,795,200 6.78%
Common Doug/Ming Norman 5,861,996(b) 10.47%
</TABLE>
(a) Effective December 1, 1997, the 2,906,668 shares owned by Maritime
International, Ltd. (Beneficial Owner & Control Person - Trevor Lloyd)
were placed in an irrevocable trust dated December 1, 1997. Due to the
size of the stock ownership by one owner, the Shareholders, including
Maritime International, voted on June 3, 1997 to grant the Board
additional control of the amount of shares that Maritime International
could offer for sale. On December 1, 1997, the Board voted to accept an
irrevocable stock trust set up for three years, with Lyle Wardrop, a
director of the Company, as trustee. The trust requires that the
Company's Board of Directors must approve any sale or transfer of the
trust's shares. Trustee retains legal right to vote the shares of the
Trust in all required shareholder votes.
(b) As noted under Item 12, the Company issued shares to this stockholder in
payment for funds advanced to the Company by this stockholder.
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<PAGE> 12
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 1999, a stockholder advanced $534,942 to the Company, which was
unsecured, non-interest bearing, and due on demand. In payment of this debt the
Company then issued to this shareholder 1,593,036 shares of common stock at
market prices ranging from $.14 to $.39 per share. As a result of the common
stock issuance, the Company had an outstanding receivable from a stockholder of
$33,027 at June 30, 1999. This receivable was unsecured, non-interest bearing
and due on demand.
During 2000, the same stockholder advanced $260,844 to the Company,
which was unsecured, non-interest bearing, and due on demand. The Company then
issued 5,473,328 shares of common stock at market prices ranging from $.04 to
$.30 per share. As a result of the common stock issuance, the Company had an
outstanding receivable from a stockholder of $22,183 at June 30, 2000. This
receivable was unsecured, non-interest bearing and due on demand.
In addition, during the year ended June 30, 2000, the Company issued
4,868,432 shares of the Company's common stock to stockholders in payment for
service performed. The stock was issued at market prices ranging from $.04 to
$.09 per share, for a total value of $226,962.
All share and per share amounts in this section have been retroactively
adjusted for the four-for-one forward stock split that was effective on August
31, 2000.
ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 13 and 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by undersigned, thereunto duly authorized.
World Transport Authority, Inc.
(Formerly Composite Automobile Research, Ltd.)
Dated: September 28, 2000 /s/ LYLE A. WARDROP
----------------------------------------
Lyle A. Wardrop,
President and Chief Executive Officer
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WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
(FORMERLY COMPOSITE AUTOMOBILE RESEARCH, LTD.)
INDEX TO FINANCIAL STATEMENTS
-----------------------------
[ATTACHMENT TO ITEM 7]
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-2
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND 1999 F-3
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2000 AND 1999 F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2000 AND 1999 F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2000 AND 1999 F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7/13
</TABLE>
* * *
F-1
<PAGE> 14
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders
World Transport Authority, Inc.
We have audited the accompanying consolidated balance sheets of WORLD TRANSPORT
AUTHORITY, INC. AND SUBSIDIARIES (formerly Composite Automobile Research, Ltd.)
as of June 30, 2000 and 1999, and the related consolidated statements of
operations, stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of World Transport
Authority, Inc. and Subsidiaries as of June 30, 2000 and 1999, and their results
of operations and cash flows for the years then ended, in conformity with
generally accepted accounting principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has not generated any sustained
revenues from its operations and, as a result, it has had recurring losses and
operating activities that have used cash. These matters raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also described in Note 2. The consolidated
financial statements do not include any adjustments that might result from the
outcome of these uncertainties.
J.H. Cohn LLP
San Diego, California
August 25, 2000
F-2
<PAGE> 15
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 175,157 $ 18,612
Accounts receivable, net of allowance for doubtful
accounts of $20,906 129,068
Inventories 233,117 368,695
Receivable from stockholder 22,183 33,027
Prepaid expenses and other current assets 159,316
----------- -----------
Total current assets 718,841 420,334
Property and equipment, net of accumulated depreciation 620,727 817,164
Other assets 6,436 6,436
----------- -----------
Totals $ 1,346,004 $ 1,243,934
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 76,775 $ 93,386
Accrued expenses 106,563 119,253
----------- -----------
Total current liabilities 183,338 212,639
Deferred license fees 60,000 92,985
----------- -----------
Total liabilities 243,338 305,624
----------- -----------
Commitments and contingencies
Stockholders' equity:
Common stock - unlimited shares authorized, no
par value; 56,014,780 and 7,377,466 shares issued
and outstanding 9,836,563 7,697,607
Accumulated deficit (8,733,897) (6,759,297)
----------- -----------
Total stockholders' equity 1,102,666 938,310
----------- -----------
Totals $ 1,346,004 $ 1,243,934
=========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE> 16
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
------------ ------------
<S> <C> <C>
Revenues:
License fees $ 254,000
Net sales 422,290 $ 122,498
------------ ------------
Totals 676,290 122,498
Cost of sales 309,715 22,960
------------ ------------
Gross profit 366,575 99,538
------------ ------------
Operating expenses:
Selling and general 2,087,700 3,702,590
Depreciation and amortization 249,874 257,779
------------ ------------
Totals 2,337,574 3,960,369
------------ ------------
Operating loss (1,970,999) (3,860,831)
Other income (expense) (3,601) 6,394
------------ ------------
Net loss $ (1,974,600) $ (3,854,437)
============ ============
Basic net loss per share $ (.05) $ (.15)
============ ============
Basic weighted average shares outstanding 42,224,332 24,882,508
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE> 17
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
Common Stock
---------------------------- Accumulated
Shares Amount Deficit Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, July 1, 1998 4,736,400 $ 3,886,404 $(2,904,860) $ 981,544
Common stock sold
for cash - proceeds
received in:
1998 170,960 339,483 339,483
1999 509,458 409,394 409,394
Common stock issued
to pay for services 1,462,389 2,264,023 2,264,023
Common stock issued
in connection with
termination of
joint venture 100,000 250,000 250,000
Common stock issued to pay
related party advances 398,259 548,303 548,303
Net loss (3,854,437) (3,854,437)
----------- ----------- ----------- -----------
Balance, June 30, 1999 7,377,466 7,697,607 (6,759,297) 938,310
Common stock sold for cash 1,132,714 612,553 612,553
Common stock issued
to pay for services 4,053,183 1,235,253 1,235,253
Common stock issued to pay
employee bonuses 72,000 41,150 41,150
Common stock issued to pay
related party advances 1,368,332 250,000 250,000
Retroactive effect of 4 for 1
split in August 2000 42,011,085
Net loss (1,974,600) (1,974,600)
----------- ----------- ----------- -----------
Balance, June 30, 2000 56,014,780 $ 9,836,563 $(8,733,897) $ 1,102,666
=========== =========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements.
F-5
<PAGE> 18
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2000 AND 1999
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Operating activities:
Net loss $(1,974,600) $(3,854,437)
Adjustments to reconcile net loss to net
cash used in operating activities:
Bad debts 20,906 71,520
Depreciation and amortization 249,874 257,779
Common stock issued for services, bonuses and
termination of joint venture 1,276,403 2,514,023
Changes in operating assets and liabilities:
Accounts receivable (149,974) (71,520)
Inventories 135,578 (125,599)
Prepaid expenses and other current assets (159,316) 795
Other assets 24,082
Accounts payable (16,611) 33,647
Accrued expenses (12,690) 9,606
Payable to related party (5,000)
Deferred license fees (32,985) 61,735
----------- -----------
Net cash used in operating activities (663,415) (1,083,369)
----------- -----------
Investing activities - purchases of property and
equipment (53,437)
-----------
Financing activities:
Advances from related party 260,844 534,942
Payments of advances from related party (88,518)
Proceeds from sales of common stock 612,553 409,394
----------- -----------
Net cash provided by financing activities 873,397 855,818
----------- -----------
Net increase (decrease) in cash and cash equivalents 156,545 (227,551)
Cash and cash equivalents at beginning of year 18,612 246,163
----------- -----------
Cash and cash equivalents at end of year $ 175,157 $ 18,612
=========== ===========
Supplemental cash flow information:
Interest paid $ 295
===========
</TABLE>
See Notes to Consolidated Financial Statements.
F-6
<PAGE> 19
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Business and summary of significant accounting policies:
Business activities:
World Transport Authority, Inc. (the "Parent") was incorporated
in the province of British Columbia pursuant to the Alberta
Business Corporations Act in January 1996 and was named
Composite Automobile Research, Ltd. until September 1, 2000.
The Parent is a holding company with two wholly-owned operating
subsidiaries, World Transport Authority, Inc. ("WTA") and World
Star Logistics, Inc. ("WSL") that were incorporated in the
State of Nevada on March 5, 1996 and May 15, 2000,
respectively. The Parent, WTA and WSL are referred to
collectively herein as the "Company".
WTA is in the business of designing vehicles and selling master
licenses to others for the production of these vehicles in
specific countries or regions around the world. The master
licensees are responsible for selling manufacturing and
distribution licenses for individual factories throughout their
country or region and providing all support for each factory.
WSL, which commenced operations in May 2000, sells manufactured
vehicle components to established manufacturing and
distribution facilities. In addition, the Company may receive
royalty payments based on the production and/or sale of
vehicles and from sales of licenses to build and sell
manufacturing plants.
Principles of consolidation:
The accompanying consolidated financial statements include the
accounts of the Parent, WTA and WSL. All significant
intercompany accounts and transactions have been eliminated in
consolidation.
Use of estimates:
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect certain reported
amounts and disclosures. Accordingly, actual results may differ
from those estimates.
Cash and cash equivalents:
The Company considers all highly-liquid investments with a
maturity of three months or less when purchased to be cash
equivalents.
Inventories:
Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out ("FIFO") method.
Property and equipment:
Property and equipment are stated at cost and are depreciated
over their estimated useful lives of five years using the
straight-line method.
Leasehold improvements are amortized using the straight-line
method over the shorter of the estimated useful life of the
asset or the remaining term of the related lease.
F-7
<PAGE> 20
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Business and summary of significant accounting policies (continued):
Advertising and marketing costs:
The Company expenses the cost of advertising and marketing as
incurred. Advertising and marketing costs charged to operations
in 2000 and 1999 amounted to $47,718 and $181,569,
respectively.
Income taxes:
The Company accounts for income taxes pursuant to the asset and
liability method which requires deferred income tax assets and
liabilities to be computed annually for temporary differences
between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts
in future periods based on enacted laws and rates applicable to
the periods in which the temporary differences are expected to
affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount
expected to be realized. The income tax provision or credit is
the tax payable or refundable for the period plus or minus the
change during the period in deferred tax assets and
liabilities.
Revenue recognition:
Generally, a master license holder is required to pay its
master license fee by remitting a specified percentage of each
manufacturing and distribution license fee to the Company. As a
result of the uncertainties related to the realization of such
fees, revenues from the sale of a master license are recognized
when the Company receives the specified percentage payment from
the master license holder upon the sale of a manufacturing and
distribution license, and the Company has provided
substantially all of the factory components and training
sufficient to enable the licensee to begin vehicle production.
Sales of manufactured vehicle components are recognized upon
shipment of the components. Royalty payments based on the
production and/or sale of vehicles will be recognized when
earned. Revenues from sales of licenses to build and sell
manufacturing plants will be recognized upon completion and
shipment of the manufacturing plants by the licensee.
All of the revenues recognized in 2000 were attributable to the
specified percentage payments of master license fees resulting
from sales of manufacturing and distribution licenses in the
geographical regions of Columbia and the Philippines and from
sales of manufactured vehicle components. All of the revenues
recognized in 1999 were attributable to a license for
operations in Tijuana, Mexico that were discontinued in 1999.
F-8
<PAGE> 21
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Business and summary of significant accounting policies (concluded):
Earnings (loss) per share:
Basic earnings (loss) per common share is calculated by
dividing net income or loss by the weighted average number of
common shares outstanding during each period. Diluted per share
amounts have not been presented in the accompanying
consolidated statements of operations because the Company did
not have any potentially dilutive securities outstanding during
2000 and 1999. The weighted average number of common shares
outstanding during each period has been retroactively adjusted
for a 4 for 1 split that became effective on August 31, 2000.
Impairment of long-lived assets:
Impairment losses on long-lived assets are recognized when
events or changes in circumstances indicate that the
undiscounted cash flows estimated to be generated by such
assets are less than their carrying value and, accordingly, all
or a portion of such carrying value may not be recoverable.
Impairment losses are then measured by comparing the fair value
of assets to their carrying amounts. No impairment losses were
recorded in 2000 and 1999.
Recent accounting pronouncements:
The Financial Accounting Standards Board and the Accounting
Standards Executive Committee of the American Institute of
Certified Public Accountants had issued certain accounting
pronouncements as of June 30, 2000 that will become effective
in subsequent periods; however, management of the Company does
not believe that any of those pronouncements would have
significantly affected the Company's financial accounting
measurements or disclosures had they been in effect during 2000
and 1999 or that will have a significant affect at the time
they become effective.
Reclassifications:
Certain amounts in the 1999 consolidated financial statements
have been reclassified to conform to the 2000 presentation.
Note 2 - Basis of presentation:
As shown in the accompanying financial statements, the Company had
net losses of $1,974,600 and $3,854,437 and net cash used in
operating activities of $663,415 and $1,083,369 in 2000 and 1999,
respectively. Management cannot determine when the Company will
become profitable and when operating activities will begin to
generate cash. If operating activities continue to use substantial
amounts of cash, the Company will need additional financing. These
matters raise substantial doubt about the ability of the Company to
continue as a going concern.
Historically, the Company has funded its operations through sales
of common stock to private investors and borrowings from a
stockholder. Management plans to obtain the funds needed to enable
the Company to continue as a going concern through the private
sales of common stock and sales of master licenses and
manufacturing and distribution licenses. However, management cannot
provide any assurance that the Company will be successful in
consummating any private sales of common stock or generating
sufficient sales of master and manufacturing and distribution
licenses.
F-9
<PAGE> 22
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2 - Basis of presentation (concluded):
The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern
which contemplates continuity of operations, realization of assets
and satisfaction of liabilities in the ordinary course of business.
If the Company is unable to raise additional capital or generate
sales of licenses it may be required to liquidate assets or take
actions which may not be favorable to the Company in order to
continue operations. The accompanying consolidated financial
statements do not include any adjustments related to the
recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the
Company be unable to continue its operations as a going concern.
Note 3 - Credit and other significant risks:
The Company maintains all of its cash balances in two financial
institutions. At times, these balances exceed the Federal Deposit
Insurance Corporation limitation for coverage of $100,000 thereby
exposing the Company to credit risk. Exposure to credit risk is
reduced by placing such deposits with major financial institutions
and monitoring their credit ratings.
Note 4 - Inventories:
Inventories consisted of the following at June 30, 2000 and 1999:
<TABLE>
<CAPTION>
2000 1999
-------- --------
<S> <C> <C>
Raw materials $ 43,785 $ 23,497
Work in process 55,451
Finished goods 133,881 345,198
-------- --------
Totals $233,117 $368,695
======== ========
</TABLE>
Note 5 - Property and equipment, net:
Property and equipment at June 30, 2000 and 1999 consisted of the
following:
<TABLE>
<CAPTION>
2000 1999
---------- ----------
<S> <C> <C>
Molds $ 898,419 $ 897,420
Demo equipment and vehicles 270,950 234,702
Machinery and equipment 120,968 116,612
Office furniture and equipment 28,997 17,164
Leasehold improvements 10,615 10,614
---------- ----------
Totals 1,329,949 1,276,512
Less accumulated depreciation and amortization 709,222 459,348
---------- ----------
Property and equipment, net $ 620,727 $ 817,164
========== ==========
</TABLE>
F-10
<PAGE> 23
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 6 - Lease commitments:
The Company leases office facilities and equipment under operating
leases that expire on various dates through July 2003. The office
facility lease also requires the payment of the Company's pro rata
share of the real estate taxes and insurance, maintenance and other
operating expenses related to the facilities. Rent expense was
$95,044 in 2000 and $133,029 in 1999.
Future minimum rental commitments under the operating leases for
years subsequent to June 30, 2000 are as follows:
<TABLE>
<CAPTION>
Year Ending
June 30, Amount
----------- ------
<S> <C>
2001 $49,000
2002 3,500
2003 300
-------
Total $52,800
=======
</TABLE>
Note 7 - Income taxes:
As of June 30, 2000, the Company had net operating loss
carryforwards available for Federal income tax purposes of
approximately $8,300,000, which expire at various dates through
2020. There were no other temporary differences as of that date. Due
to the uncertainties related to, among other things, the extent and
timing of its future taxable income, the Company has offset the
deferred tax assets attributable to the potential benefits of
approximately $2,810,000 from the net operating loss carryforwards
by an equivalent valuation allowance at June 30, 2000. The Company
had also offset the potential benefits of approximately $2,122,000
from net operating loss carryforwards by an equivalent valuation
allowance at June 30, 1999. As a result of the increase in the
valuation allowance of $688,000 and $1,506,000 during 2000 and 1999,
respectively, no credit for income taxes is included in the
accompanying consolidated statements of operations.
Note 8 - Related party transactions and balances:
A stockholder made noninterest bearing advances to the Company of
$260,844 and $534,942 during 2000 and 1999, respectively. The
Company repaid advances made by the stockholder (including advances
made prior to 1999) through the issuance of 5,473,328 shares of
common stock with fair market values ranging from $.04 to $.30 and
an aggregate fair value of $250,000 during 2000 and 1,593,036 shares
of common stock with fair market values ranging from $.14 to $.39
per share and an aggregate fair value of $548,303 during 1999 and by
paying $88,518 in cash during 1999. The issuances of the shares to
reduce debt were noncash transactions that are not reflected in the
accompanying consolidated statements of cash flows.
During 2000 and 1999, the Company also issued shares of common stock
to pay for services performed by the same stockholder (see Note 10).
F-11
<PAGE> 24
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 8 - Related party transactions and balances (concluded):
The Company had receivables from the same stockholder of $22,183 and
$33,027 at June 30, 2000 and 1999, respectively, which were
primarily attributable to the excess of advances from, over amounts
paid in cash and through the issuance of shares to, the stockholder.
The receivables were unsecured, noninterest bearing and due on
demand.
Note 9 - Common stock:
The accompanying consolidated financial statements and these notes
have been retroactively restated to reflect the effects of a 4 for 1
stock split effective August 31, 2000.
During the year ended June 30, 2000, the Company sold or completed
the sale of 4,530,856 shares of common stock at prices ranging from
$.04 to $.53 per share to private investors and received proceeds of
$612,553.
During the year ended June 30, 2000, the Company issued 11,344,300
shares of common stock at times when the market prices ranged from
$.04 to $.28 per share to consultants and other organizations for
various services it received. In addition, the Company issued
288,000 shares of common stock at times when the market prices
ranged from $.04 to $.31 per share to various employees as
compensation. Charges to expense attributable to consulting and
other services received and to employee compensation arising from
these issuances amounted to $1,008,291 and $41,150, respectively.
During the year ended June 30, 2000, the Company also issued
4,868,432 shares of common stock at times when the market prices
ranged from $.04 to $.09 per share to stockholders for services
performed. Compensation expense associated with this issuance
amounted to $226,962.
During the year ended June 30, 1999, the Company sold or completed
the sale of 2,721,672 shares of common stock at prices ranging from
$.08 to $.63 per share to private investors and received net
proceeds of $748,877 (including $339,483 received as deposits in
1998).
During the year ended June 30, 1999, the Company issued 2,117,000
shares of common stock at times when the market prices ranged from
$.13 to $.63 per share to consultants and other organizations for
various services it received. In addition, the Company issued
551,108 shares of common stock at times when the market prices
ranged from $.13 to $.41 per share to various employees as
compensation. Charges to expense attributable to consulting and
other services received and to employee compensation arising from
these issuances amounted to $1,051,908 and $163,624, respectively.
F-12
<PAGE> 25
WORLD TRANSPORT AUTHORITY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 9 - Common stock (concluded):
During the year ended June 30, 1999, the Company also issued
3,181,448 shares of common stock at times when the market prices
ranged from $.13 to $.49 per share to a stockholder for services
performed. Compensation expense associated with this issuance
amounted to $1,048,491.
During 1998, the Company and a Mexican company agreed to become
joint venturers in the construction of a manufacturing facility in
Tecate, Mexico. During 1999, construction of this facility ceased.
The Company issued 400,000 shares of common stock with a fair value
of $250,000 to settle claims made by the Mexican joint venturer
related to the reimbursement of costs it had incurred.
Note 10 - Revised quarterly financial statements:
During the fourth quarter of the year ended June 30, 2000, the
Company made adjustments to certain amounts it previously reported
in its consolidated financial statements for the first, second and
third quarters of that fiscal year. The nature of the adjustments
and their approximate effects are explained below.
Certain revenues were not recognized in the first quarter and, as a
result, total revenues were understated by approximately $30,000.
Certain revenues and direct selling costs were not recognized in the
second quarter and, as a result, total revenues were overstated by
$158,000. As a result of the adjustments to revenues, cost of sales
was overstated by $15,000, understated by $105,000 and overstated by
$163,000 in the first, second and third quarters, respectively.
As a result of the overstatement of prepaid expenses, selling and
general expenses were understated by $37,000, $105,000 and $55,000
in the first, second and third quarters, respectively. As a result
of charging costs of property and equipment to expense, selling and
general expenses were overstated by $13,000 and $359,000 $163,000,
net of the related effects on depreciation and amortization expense,
in the first and second quarters, respectively.
As a result of the adjustments described above, the net loss was
decreased by $22,000 to $251,000 in the first quarter, increased by
$8,000 to $535,000 in the second quarter and decreased by $109,000
to $583,000 in the third quarter. As adjusted, net loss per share
was $.03, $.05 and $.05 in the first, second and third quarters,
respectively.
* * *
F-13
