FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
Of the Securities Exchange Act of 1934
For Quarter Ended September 30, 1999
Commission File Number 0-26999
GLOBAL WEB, INC.
(Exact name of registrant as specified in its charter)
UTAH 87-0427550
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11781 South Lone Peak Parkway, No. 110
Draper, Utah 84020
------------------
(Address of principal executive offices)
Registrant's telephone number
including area code (801)523-1003
Not Applicable
Former Address, if changed since last report
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 proceeding 12 months (or 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
--- ---
As of September 30, 1999, Registrant had 8,564,500 shares of common stock, par
value of $.001 per share, issued and outstanding.
<PAGE>
PART I
ITEM I - FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared
by Global Web, Inc. (the "Company", "Registrant", "we", "us", or "our"), without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although we believe that the disclosures are adequate to make the
information presented not misleading.
In our opinion, all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of September 30, 1999, and the results of our operations from December 31,
1998, through September 30, 1999, and from January 1, 1999, through September
30, 1999. The results of our operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.
2
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
We have only a limited operating history and past revenue levels may not
continue in the future and future operations may generate less revenues than
current operations. For the nine month period ended September 30, 1999, we had
revenues of $1,778,843 compared to $699,748 for the same period in 1998, for an
increase of $1,079,095. During the nine month period we had income (after taxes)
of $52,312 compared to $61,557 for a decrease of $9,245. Revenues increased
because we are spending additional funds on marketing by sponsoring seminars and
using other distributors. Also, we increased our use of telemarketing. We
decreased the prices for web sites and management believes that the volume of
revenues increased. For the near term management believes that we can maintain
or increase sales without additional price decreases. Management believes that
the overall trend is a decrease in monthly subscription rates for hosting web
sites. To offset this trend we may choose to offer more services at the same
subscription rate. Income decreased in spite of a substantial increase in sales
because of increased marketing expenses and lower subscription rates for web
sites.
For the three month period ended September 30, 1999, we had revenues of
$643,071 compared to revenues of $471,600 for the same period a year earlier for
an increase of $171,471 and we had income (after taxes) of $3,916 compared to
income (after taxes) of $26,260. For the three month period sales increased
$171,461 while profits decreased $22,344. The decrease in profits was caused by
increased marketing expenses and other expenses. Revenue increase is
attributable to the factors previously discussed. Expenses increased from
$442,094 to $637,255 for an increase of $195,161.
During the nine month period ended September 30, 1999, the contribution to
revenues from servicing the mall accounts of StarGate Marketplace was
approximately $16,000 compared to $99,000 for the year ended December 31, 1998.
We anticipate that the contribution to our revenues from the mall accounts will
continue to decrease.
Total assets as of September 30, 1999, were $381,541 compared to $133,015 as
of December 31, 1998. Assets increased because of an increase in accounts
receivable of $176,259 and an increase in cash of $48,500. Current liabilities
increased from $45,061 as of December 31, 1998 to $221,352 as of September 30,
1999. Accounts payable during the period increased $132,707 because of increased
operations. We are dependent upon future sales and maintaining current
subscribers to fund operations. Our primary objective is to increase the number
of subscribers, profits and revenues. Presently we have approximately 5,600
3
<PAGE>
subscribers. The number of subscribers is subject to change and fluctuation
because of new sales and cancellations. As of September 30, 1999, our current
ratio was 1.3 compared to 1.8 as of December 31, 1998.
Expenses increased because sales activities increased, additional new
personnel were hired, and costs were incurred in consolidating offices from two
offices into one. We also purchased equipment and furniture in the nine months
ended September 30, 1999.
Our financial affairs may be influenced by the Year 2000 issue. The Year 2000
issue exists because computer systems and applications use a two digit date to
designate a year. Date sensitive systems may recognize the year 2000 as 1900. We
tested our systems and operations for Year 2000 problems. We received
information from the public utilities that they are prepared and ready for the
year 2000. Assuming that electrical and telephone services are not interrupted
we believe that the Year 2000 will not adversely impact our operations,
financial position, cash flow or operational results. We received assurances
from the manufacturers of our hardware and software that the all is Y2K
compliant. We periodically duplicate sensitive information on an independent
data storage medium.
This Report makes certain forward-looking statements. We advise readers that
actual results may differ substantially from such forward-looking statements.
Forward-looking statements involve risks and uncertainties that could cause
actual results to differ materially from those expressed in or implied by the
statements, including but not limited to, the following: our ability to maintain
a sufficient revenues to fund and maintain our operations and to meet our cash
and working capital needs and to have sufficient revenues to continue
operations.
4
<PAGE>
Part II.
Item 1. Legal Proceedings.
In July 1998 Global Web, Inc., a Nevada corporation and a wholly owned
subsidiary of the Company, Brae Burbidge and Lee Burbidge were named as
defendants in an adversary proceeding complaint filed in the bankruptcy
proceeding of Laservend, Inc. The litigation is in the federal bankruptcy court
in Utah and is captioned Gary E. Jubber v. Brae Burbidge et al. having docket no
Bankruptcy No. 97A-26878 and Adversary Proceeding No. 98PA-2239. The action
seeks to recover the value of an asset which it is claimed was taken from
LaserVend. Management believes the claims lack merit and intends to vigorously
defend the allegations. No assurance can be given that when the matters are
adjudicated that the defendants will not be found to have liability and have
damages assessed against them individually or collectively including our wholly
owned subsidiary.
In April 1999 in the state courts of Utah we commenced an action
captioned Global Web, Inc. v. Home Business Solutions, Inc. and Joseph Appleton
seeking to enforce a contract between Home Business and us and seeking damages
from Appleton for the appropriation of our sensitive and confidential
information. Home Business has filed a counterclaim seeking damages from us.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Matters Submitted to a Vote of the Company's
Shareholders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
A. EXHIBITS
No. Description
3(i) Articles of Incorporation-filed on August 11, 1999.
(ii) Amendments to Articles of Incorporation-filed on August 11,
1999.
(iii)Bylaws-filed on August 11, 1999.
10 Stock Purchase Agreement-filed on August 11, 1999.
21 Subsidiary of the Registrant-filed on September 24, 1999.
27 Financial Data Summary-filed on December 16, 1999.
B. Reports on Form 8-K.
None.
5
<PAGE>
Signatures
Pursuant to the requirements 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.
Date December 20, 1999
-----------------
Global Web, Inc.
By s/Brae Burbidge
---------------
Brae Burbidge
President and Chief Executive Officer
By s/Brae Burbidge
---------------
Brae Burbidge
Chief Financial Officer
6
<PAGE>
GLOBAL WEB, INC.
Consolidated Financial Statements
September 30, 1999 and December 31, 1998
<PAGE>
GLOBAL WEB, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
ASSETS
------
September 30, December 31,
1999 1998
---- ----
<S> <C> <C>
CURRENT ASSETS
- --------------
Cash $ 50,689 $ 2,189
Accounts Receivable (Net of $0 and $0
allowance for doubtful account) 193,003 16,744
Prepaid Expenses & other 65,134 53,235
Inventory (Note 1) 7,836 7,836
--------- ---------
316,662 80,004
PROPERTY PLANT & EQUIPMENT (NOTE 1) 64,879 53,011
- ----------------------------------- --------- ---------
TOTAL ASSETS $ 381,541 $ 133,015
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
- -------------------
Accounts payable & accrued expenses $ 147,579 $ 14,872
Taxes payable 15,272 10,117
Income taxes payable (Note 1) 25,400 8,726
Deferred revenue (Note 5) 18,604 11,346
Short term debt 14,497 --
--------- ---------
221,352 45,061
LONG TERM LIABILITIES
- ---------------------
Lease Payable 20,022 --
--------- ---------
TOTAL LIABILITIES 241,374 45,061
--------- ---------
CONTINGENCIES (NOTE 6) -- --
STOCKHOLDERS' EQUITY
- --------------------
Preferred Stock 5,000,000 shares
authorized, $.001 par value, 0 shares
outstanding -- --
Common Stock 90,000,000 shares
authorized at $.001 par value;
8,564,500 and 16,000,000 shares
issued and outstanding 8,565 16,000
Capital in Excess of Par Value 284,982 36,649
Retained (Deficit) Earnings (153,380) 35,305
--------- ---------
Total Stockholders' Equity 140,167 87,954
--------- ---------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 381,541 $ 133,015
========= =========
</TABLE>
2
The accompanying notes are an integral part of these finanacial statements
<PAGE>
GLOBAL WEB, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
REVENUE
- -------
Internet and
Seminar Services $ 643,071 $ 471,600 $ 1,778,843 $ 699,748
EXPENSES
- --------
Selling, General
administrative 637,255 442,094 1,701,131 630,591
----------- ----------- ----------- -----------
NET INCOME
- ----------
Before Taxes $ 5,816 $ 29,506 $ 77,712 $ 69,157
Taxes (Note 1) 1,900 3,246 25,400 7,600
----------- ----------- ----------- -----------
INCOME (LOSS) $ 3,916 $ 26,260 $ 52,312 $ 61,557
- ------------ =========== =========== =========== ===========
Income Per Share $ -- $ -- $ .01 $-
=========== =========== =========== ===========
Average Outstanding
Shares 8,564,500 16,000,000 8,564,500 16,000,000
=========== =========== =========== ===========
The accompanying notes are an integral part of these finanacial statements
3
<PAGE>
GLOBAL WEB, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended September 30,
-------------------------------
1999 1998
---- ----
CASH FLOWS FROM
- ---------------
OPERATING ACTIVITIES
--------------------
Net Income (Loss) $ 52,312 $ 61,557
Depreciation 38,500 23,000
Change in Accounts Receivable (176,259) --
Change in Accounts Payable 132,707 5,672
Change in Taxes Payable 21,829 1,484
Change in Deferred Revenue 7,258 (3,038)
Change in Prepaid Expenses (11,899) --
Change in inventory -- --
--------- ---------
64,448 88,675
CASH FLOWS FROM INVESTING
- -------------------------
ACTIVITIES
----------
Purchase of Fixed Assets (50,467) (6,690)
--------- ---------
(50,467) (6,690)
CASH FLOWS FROM FINANCING
- -------------------------
ACTIVITIES
----------
Issuance of common stock for cash -- --
Cash from short term debt 14,497 --
Cash from long term debt 20,022 --
--------- ---------
34,519 --
INCREASE (DECREASE) IN CASH
- ---------------------------
AND CASH EQUIVALENTS 48,500 81,985
--------------------
CASH AND CASH EQUIVALENTS
- -------------------------
AT THE BEGINNING OF PERIOD 2,189 2,639
-------------------------- --------- ---------
CASH AND CASH EQUIVALENTS
- -------------------------
AT END OF PERIOD $ 50,689 $ 84,624
---------------- ========= =========
CASH PAID DURING PERIOD FOR:
- ----------------------------
Interest $ 1,276 $ --
Income Taxes $ 8,825 $ --
The accompanying notes are an integral part of these finanacial statements
4
<PAGE>
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company (Global Web, Inc.-Parent) was organized under the laws of the
state of Utah on September 6, 1985 as BP 150, Inc. The Company was
incorporated for the purpose of investing in a business opportunity. In 1987,
the Company changed its name to American Restaurant Management, Inc. and
invested in and operated a restaurant franchise. The restaurant enterprise
failed in 1989. From that date the Company did not engage in any business
until March 1999, when the Company acquired all of the outstanding shares of
Global Web, Inc., a Nevada Corporation.
Global Web, Inc. (Nevada-Subsidiary) was created on August 14, 1997 in the
state of Utah. Global Web, Inc.-Subsidiary is in the business of assisting
individuals and businesses to design and maintain web sites on the internet.
The Company hosts those web sites through its telecommunications and computer
equipment that is linked to the internet. The Company also sponsors seminars
where individuals and business can learn the general operations of the
internet, how to do business on the internet, design and maintain their own
web site on the internet, and market their products or provide information
through that web site.
In October 1997, Global Web, Inc.-Subsidiary created and merged with a Nevada
subsidiary by the same name. Global Web, Inc.-Subsidiary now is a Nevada
corporation with Utah operations.
Global Web, Inc-Subsidiary corporation was created with two classes of stock:
45,000,000 shares authorized of common stock and 5,000,000 shares of
preferred stock, each with $.001 par value. The preferred stock has the
voting rights of one thousand votes per share, but has no preferences or
rights as to dividends, redemptions, dissolutions, distributions,
conversions, or exchanges.
At the time of the acquisition the Company (Global Web, Inc-Parent) changed
its name to Global Web, Inc. and did a reverse stock split of 1 for 100
shares. After the reverse split was affected, Global Web, Inc.-Parent issued
8,000,000 shares of common stock for all of the outstanding stock of Global
Web, Inc.-Subsidiary. The consolidated financial statements for 1998 are the
financial statements of the subsidiary operation - Global Web, Inc. (Nevada).
The financial statements of 1999 are the combined financial statements of the
parent from March 31, 1999 (there was no activity in the parent company) and
the subsidiary from January 1, 1999.
Together the two companies (Parent and Subsidiary) are combined into Global
Web, Inc , a consolidated group of corporations known in this report as the
Company. The accounting for the acquisition of all the stock of Global Web,
Inc. (Nevada) is treated as a "reverse acquisition" whereby the control
parties of the acquired corporations (Global Web, Inc. (Nevada)) took control
of the parent corporation (Global Web, Inc. (Utah)). At the time of the name
change, Global Web, Inc-Parent also affected a change in the capital
structure. The capitalization of the Company was changed to common stock
authorized 90,000,000 shares, $.001 par value and preferred stock authorized
5,000,000 shares, $.001 par value.
The accompanying notes are an integral part of these finanacial statements
5
<PAGE>
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Income (Loss) Per Share
-----------------------
The computation of income (loss) per share of common stock is based on the
weighted average number of shares outstanding during the period.
Income Taxes
------------
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended December 31, 1997.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences at December 31, 1998 and earlier years; accordingly,
deferred tax liabilities have not been recognized for any year.
The Company (Parent) has cumulative net operating loss carryforwards of
approximately $160,000 at December 31, 1998. No effect has been shown in the
financial statements for the net operating loss carryforwards as the
likelihood of future tax benefit from such net operating loss carryfowards is
not presently determinable. Accordingly, the potential tax benefits of the
net operating loss carryforwards have been offset by valuation reserves of
the same amount. Accrued income taxes for all years are estimated for the
subsidiary operation.
The Company (parent) has available $160,000 in net operating loss
carryforwards that will begin to expire in the year 2000. The Company has
accrued an estimated $25,400 federal and state income taxes for the first
nine months of 1999. The taxes accrued from the subsidiary is not offset by
any net operating loss carryforward from the parent since such carryforwards
are limited and may not be available to offset any future profits of the
subsidiary.
Cash and Cash Equivalents
-------------------------
For the purposes of the statements of cash flows, cash and cash equivalents
are defined as demand deposits at banks and certificates of deposits with
original current maturities less than three months.
The accompanying notes are an integral part of these finanacial statements
6
<PAGE>
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements
NOTE 1- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property and Equipment
----------------------
Property and equipment are recorded at cost. Repairs and maintenance are
charged to operations, and renewals and additions are capitalized. The
Company capitalizes software development costs according to SFAS 86, which
requires capitalization of software costs once a product becomes
technologically feasible or is considered a significant improvement in
existing software used by the Company in the marketing of its services. In
the first nine months of 1999, the Company capitalized $25,956 in software
development costs and will be amortized when the improved on line web site
builder comes on line in the later part of 1999.
Property and equipment consists of the following:
September 30, December 31,
1999 1998
Unaudited
--------- ---------
Computer Equipment $ 83,330 $ 66,289
Computer Software Costs 25,956 --
Furniture & Office Equipment 37,523 30,152
--------- ---------
146,809 96,441
Less: Accumulated Depreciation (81,930) (43,430)
--------- ---------
$ 64,879 $ 53,011
========= =========
Depreciation is based on the estimated useful life of the asset either on a
straight line basis (Furniture & Office Equipment) or declining balance basis
(Computer Equipment). Computers are being depreciated over 3 years, while
furniture and office equipment are being depreciated over 5 years.
Depreciation expense for 1998 was $30,650. Depreciation expense for the nine
months ended September 30, 1999 was $38,500.
Inventory
---------
Inventory consists of printed marketing and seminar materials. Inventory is
stated at cost.
Revenue Recognition
-------------------
The Company recognizes revenue when the services are performed. Web site
hosting fees are assessed and recognized on a monthly basis, web site
building fees and seminar revenue is recognized when the services (web site
building or seminar attendance) is provided.
NOTE 2 - RELATED PARTY TRANSACTIONS
During 1997, the shareholders of the Company donated various pieces of
furniture and computer equipment for use in the business, The Equipment was
valued at cost or their market value, whichever was lower.
The accompanying notes are an integral part of these finanacial statements
7
<PAGE>
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the reporting period. In these
financial statements, assets, liabilities and earnings involve extensive
reliance on management's estimates. Actual results could differ from those
estimates.
NOTE 4 - FAIR VALUES OF FINANCIAL INSTRUMENTS
The following listing of the estimated fair value of financial instruments
is made in accordance with the requirements of SFAS No. 107, "Disclosure
About Fair Value of Financial Instruments", The carrying amounts and fair
value of the Company's financial instruments at September 30, 1999 and
December 31, 1998 are as follows:
September 30, 1999 December 31, 1998
------------------ ------------------
Carrying Fair Carrying Fair
Amounts Values Amounts Values
------- ------ ------- ------
Cash and Cash Equivalents $50,689 $50,689 $2,189 $2,189
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
Cash and Cash Equivalents
-------------------------
The carrying amounts reported on the balance sheet for cash and cash
equivalents approximate their fair value.
NOTE 5 - DEFERRED REVENUE
The Company provides internet services on a monthly prepaid basis. Deferred
revenue represents part of services that have been collected and services to be
provided for January 1998 and 1999 and October 1999, respectively.
The accompanying notes are an integral part of these finanacial statements
8
<PAGE>
Global Web, Inc. and Subsidiary
Notes to the Consolidated Financial Statements
NOTE 6 - CONTINGENCIES
In July 1998, Global Web, Inc. a Nevada corporation and a wholly owned
subsidiary of the Company, Brae Burbidge and Lee Burbidge were named as
defendants in an adversary proceeding complaint filed in a bankruptcy
proceeding of LaserVend, Inc. The litigation is in the federal bankruptcy
court in Utah and is captioned Gary E. Jubber v. Brae Burbidge et al. having
docket number Bankruptcy No. 97A-26878 and Adversary Proceeding No.
98PA-2239. The action seeks to recover the value of an asset which it is
claimed was taken from LaserVend. Management believes the claims lack merit
and intend to vigorously defend the allegations. Even though the attorney
representing the Defendants believes that the defense of the litigation will
be successful, no assurance can be given that when the matters are
adjudicated that the defendants will not be found to have liability and have
damages assessed against them individually or collectively including the
Company's wholly owned subsidiary.
In April 1999, the Company in the state courts of Utah commenced an action
captioned Global Web, Inc. v. Home Business Solutions, Inc. and Joseph
Appleton seeking to enforce a contract between Global and Home and seeking
damages against Appleton for the appropriation of sensitive and confidential
information of Global Web. Home Business has filed a counterclaim seeking
damages from Global. Also, in April 1999, Global Web was named as a defendant
in an action captioned Hudson Printing Company v. Global Web, Inc. seeking
collection. This action was settled on September 14, 1999.
NOTE 7 - INTERIM FINANCIAL STATEMENTS
The consolidated financial statements for the nine months ended September
30, 1999 were prepared from the books and records of the Company. Management
believes that all adjustments have been made to the financial statements to
make a fair presentation of the financial condition of the Company as of
September 30, 1999. The results of the nine months are not indicative of a
full year of operation for the Company.
NOTE 8 - RESEARCH AND DEVELOPMENT COSTS
In 1997, the Company expended $11,536 in research and development costs in
computer software development of its Web Builder program.
The accompanying notes are an integral part of these finanacial statements
9
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<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 50689
<SECURITIES> 0
<RECEIVABLES> 193003
<ALLOWANCES> 0
<INVENTORY> 7836
<CURRENT-ASSETS> 316662
<PP&E> 64879
<DEPRECIATION> 0
<TOTAL-ASSETS> 381541
<CURRENT-LIABILITIES> 221352
<BONDS> 0
0
0
<COMMON> 140167
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 381541
<SALES> 0
<TOTAL-REVENUES> 1778843
<CGS> 0
<TOTAL-COSTS> 1701131
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
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<INCOME-PRETAX> 77712
<INCOME-TAX> 25400
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