SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Fiscal Year Ended: January 31, 1998
Commission File No. 0-23365
NEW WORLD PUBLISHING, INC.
(Exact Name of Small Business Issuer as specified in its charter)
COLORADO 84-1290152
(State or other (IRS Employer File Number)
jurisdiction of
incorporation)
1977 S. Vivian Street
LAKEWOOD, COLORADO 80228
(Address of principal executive offices) (zip code)
(303) 763-5630
(Registrant's telephone number, including area code)
Securities to be Registered Pursuant to Section 12(b) of the Act: None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 per share par value
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:
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form and no disclosure will
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. [ ]
State issuer's revenues for its most recent fiscal year $-0-; The
aggregate market value of the voting stock of the Registrant held by non-
affiliates as of January 31, 1998 was not able to be determined since the
Registrant's stock has not ever traded. The number of shares outstanding of
the Registrant's common stock, as of the latest practicable date, March 1,
1998, was 10,781,500
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 13.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(a) GENERAL DEVELOPMENT OF BUSINESS
New World Publishing, Inc. (the "Company" or the "Registrant"), is a
Colorado corporation. The principal business address is 1977 S. Vivian
Street, Lakewood, Colorado 80228.
The Company was originally incorporated as JLQ, Inc. under the laws of
the State of Colorado on December 28, 1994 to buy, sell, and to generally
deal in the wholesale distribution of picture frames and to provide
associated services. Since its inception the Company has been in the
development stage. Currently, the Company has no substantial revenues. See
"Financial Statements" below.
The present management has been involved with the Company since its
inception. In 1997, the Company elected one new Director, Ms. Judith
Harayda, who also became the Treasurer of the Company at that time. On
October 15, 1997, the Company approved a one-for-five hundred forward split
of its common stock. As of October 31, 1997, the Company had a total of
10,781,500 common shares issued and outstanding. The Company has not been
subject to any bankruptcy, receivership or similar proceeding.
(b) NARRATIVE DESCRIPTION OF THE BUSINESS
GENERAL
From the Company's inception in 1994 to the date hereof, the Company
has had minimal activities. During this period, the Company has carried no
substantial inventories or accounts receivable. No independent market
surveys have ever been conducted to determine demand for the Company's
products and services, since the Company has never provided substantial
products or services. During this period, the Company has carried on no
material operations and generated no material revenues.
HISTORICAL OPERATIONS
From inception to the date hereof, the Company has been primarily
engaged in the wholesale distribution of picture frames and art. Most of
the Company's activities to date have involved procuring art for hotels and
resorts. The Company has supplied art for the Disney Boardwalk Hotel rooms
and lobby, for a Hilton Hotel project in Las Vegas, and for a Marriott
Corp. project on Marco Island, Florida.
<PAGE>
Since inception, the Company has also carried on limited operations
involving the publishing of art works on behalf of various artists. No
operations currently are being carried on by the Company. The Company has
investigated certain possibilities and has decided to focus its future
operations primarily in the area of publishing art works. To that end, in
October, 1997, the Company changed its name from JLQ, Inc. to New World
Publishing, Inc.
ORGANIZATION
The Company presently comprises one corporation with no subsidiaries
or parent entities and is in the developmental stage.
(c) OPERATIONS
PROPOSED BUSINESS
The Company plans to engage in two lines of business. The former
primary line of business, which was the wholesale distribution of picture
frames, will become a secondary line of business.
The principal line of business for the Company will be the publishing
of art works on behalf of various artists. Since inception, the Company
has, on occasion, published art works. The primary published works in the
past have been the William Hoffman Cowboy Artist of America Series. These
art works were created to appeal to the Western spirit and the cowboy
lifestyle. Mr. Hoffman, who died in 1992, received the Cowboy Artist of
America award in 1989, which is an annual award only bestowed upon the
finest artist in this specialized field
The Company's plan in publishing the art work of artists will be to
find new or unknown artists, place them under exclusive contract, publish
their works through prints or similar reproductive media, and to seek to
profit from the increased recognition of and demand for these artists'
works. During this last fiscal year, the primary activity of the Company
has been directed towards organizational efforts.
A typical project would involve signing an exclusive contract with an
artist, printing an art work in an edition of approximately two thousand
prints, and retailing the prints at approximately $150 per print. As the
artist becomes more recognized, the price of the prints would increase,
along with the profit to the Company.
During this fiscal year, the Company plans to search for and to
identify potential artists and to publish their art works. As of the date
hereof, the Company is negotiating the rights to publish the art works of
the following artists: Michael Delaroux, a French artist who paints
European street scenes; Patrick Swazo Hinds, a Native American artist, who
works in the style of R.C. Gorman, the Navajo artist; and Don Clark, a
Navajo Indian artist who specializes in depicting Navajo babies wrapped in
blankets. No final agreements have been signed as of the date hereof.
<PAGE>
The Company's secondary business segment will be in the wholesale
frame business. In connection with this business, the Company plans to
import finished frames, principally from Mexico, and to sell them in the
United States to retail customers. However, this activity will be only an
adjunct to, and in support of, the art publishing business.
The Company also proposes to investigate and, if warranted, to merge
with or acquire the assets or common stock of an entity actively engaged in
a business which generates revenues. The Company will seek opportunities
for long-term growth potential as opposed to short-term earnings. Although
the Company's primary business for the foreseeable future is expected to be
in the art publishing and wholesale picture frame business, the Company may
also examine other businesses, both related and non-related to its current
activities, as potential acquisition candidates. As of the date hereof, the
Company has not engaged in any preliminary efforts intended to identify
such possible business opportunities and has neither conducted negotiations
nor entered into a letter of intent concerning any such business
opportunity.
(d) MARKETS
The Company's initial marketing plan will be focused completely on
developing the art publishing and wholesale picture frame business. Other
than the securing of initial contracts with several artists as disclosed
herein, no efforts toward this marketing plan have been made as of the date
hereof.
(e) RAW MATERIALS
The use of raw materials is not now material factor in the Company's
operations at the present time.
(f) CUSTOMERS AND COMPETITION
At the present time, the Company is expected to be experience intense
competition in the art publishing and wholesale picture frame business.
There are a number of established companies, many of which are larger and
better capitalized than the Company and/or have greater personnel resources
and technical expertise. The principal companies in this business with whom
the Company can expect to compete are Greenwich Work Shop, Haddly House,
and Lighthouse Publishing. There are also a significant number of smaller
companies which would be potential competitors. In view of the Company's
extremely limited financial resources, the Company will be at a significant
competitive disadvantage compared to the Company's competitors.
The Company plans to compete by acquiring exclusive contracts with
artists and focusing on attempting to acquire art properties that may
become popular with the public. There can be no guarantee that the Company
will be successful in these efforts.
<PAGE>
(g) BACKLOG
At January 31, 1998, the Company had no backlogs.
(h) EMPLOYEES
At as of the date hereof, the Company has one employee, its President,
Mr. John B. Quam, who presently does not receive any compensation. The
Company does not plan to hire additional employees in the future but will
rely upon independent contractors to fulfill its business plan.
(i) PROPRIETARY INFORMATION
The Company has no proprietary information.
(j) GOVERNMENT REGULATION
The Company is not expected to be subject to material governmental
regulation.
(k) RESEARCH AND DEVELOPMENT
The Company has never spent any amount in research and development
activities.
(l) ENVIRONMENTAL COMPLIANCE
The Company is not expected to be subject to material environmental
compliance.
ITEM 2. DESCRIPTION OF PROPERTIES.
As of October 31, 1997, the Company's business office was located at
1977 S. Vivian Street, Lakewood, Colorado 80228, the home of Mr. John B.
Quam, its President, and Mrs. Laurie L. Quam, its Secretary, for which it
pays no rent. The Company has no other properties.
ITEM 3. LEGAL PROCEEDINGS.
No legal proceedings of a material nature to which the Company is a
party were pending during the reporting period, and the Company knows of no
legal proceedings of a material nature pending or threatened or judgments
entered against any director or officer of the Company in his capacity as
such.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company did not submit any matter to a vote of security holders
through solicitation of proxies or otherwise during the fourth quarter of
the fiscal year covered by this report.
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(a) PRINCIPAL MARKET OR MARKETS
The Company's securities have never been listed for trading on
any market and are not quoted at the present time. At the present time, the
Company does not know where secondary trading will eventually be conducted.
The place of trading, to a large extent, will depend upon the size of the
Company's eventual acquisition. To the extent, however, that trading will
be conducted in the over-the-counter market in the so-called "pink sheets"
or the NASD's "Electronic Bulletin Board," a shareholder may find it more
difficult to dispose of or obtain accurate quotations as to price of the
Company's securities. In addition, The Securities Enforcement and Penny
Stock Reform Act of 1990 requires additional disclosure and documentation
related to the market for penny stock and for trades in any stock defined
as a penny stock.
(b) APPROXIMATE NUMBER OF HOLDERS OF COMMON STOCK
As of the date hereof, a total of 10,781,500 of shares of the
Company's Common Stock were outstanding and the number of holders of record
of the Company's common stock at that date was twenty-five.
(c) DIVIDENDS
Holders of common stock are entitled to receive such dividends as may
be declared by the Company's Board of Directors. No dividends on the
common stock were paid by the Company during the periods reported herein
nor does the Company anticipate paying dividends in the foreseeable future.
(d) THE SECURITIES ENFORCEMENT AND PENNY STOCK REFORM ACT OF 1990
The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure and documentation related to the market for penny
stock and for trades in any stock defined as a penny stock. Unless the
Company can acquire substantial assets and trade at over $5.00 per share on
the bid, it is more likely than not that the Company's securities, for some
period of time, would be defined under that Act as a "penny stock." As a
result, those who trade in the Company's securities may be required to
provide additional information related to their fitness to trade the
Company's shares. These requirements present a substantial burden on any
person or brokerage firm who plans to trade the Company's securities and
would thereby make it unlikely that any liquid trading market would ever
result in the Company's securities while the provisions of this Act might
be applicable to those securities.
<PAGE>
(e) BLUE SKY COMPLIANCE
The trading of blank check companies may be restricted by the
securities laws ("Blue Sky" laws) of the several states. Management is
aware that a number of states currently prohibit the unrestricted trading
of blank check companies absent the availability of exemptions, which are
in the discretion of the states' securities administrators. The effect of
these states' laws would be to limit the trading market, if any, for the
shares of the Company and to make resale of shares acquired by investors
more difficult.
The impact of these Blue Sky laws is considered to be minimal since
the Company does not intend to qualify the Company's outstanding securities
for secondary trading in any state until such time as an acquisition or
merger has been consummated.
(f) INVESTMENT COMPANY ACT OF 1940
The Company does not intend to engage in any activities which would
cause it to be classified as an "investment company" under the Investment
Company Act of 1940, as amended. However, to the extent that the Company
would inadvertently become an investment company because of its activities,
the Company would be subjected to additional, costly and restrictive
regulation.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Results of Operations
The Company has generated no substantial revenues from its operations
since inception and has been a development stage company during this
period. Since the Company has not substantial generated revenues and has
not been in a profitable position, it operates with minimal overhead. The
Company's primary activity for the foreseeable future will be in the art
publishing and wholesale picture frame business. As of the end of the
reporting period, the Company has concluded no acquisitions and has spoken
with no potential candidates.
Liquidity and Capital Resources
As of the end of the reporting period, the Company had minimal cash
and cash equivalents. There was no significant change in working capital
during this fiscal year.
Management feels that the Company has inadequate working capital to
pursue any business opportunities other than seeking artists for its
publishing business. The Company will have negligible capital requirements
in publishing art works, which it intends to fulfill by loans, additional
equity investment, or joint ventures. The Company does not intend to pay
dividends in the foreseeable future.
<PAGE>
ITEM 7. Financial Statements.
The complete financial statements are included at Item 13 herein.
ITEM 8. DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE.
The Company did not have any disagreements on accounting and
financial disclosures with its present accounting firm during the
reporting period.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The Directors and Executive Officers of the Company, their ages and
positions held in the Company as of January 31, 1998 are as follows:
NAME AGE POSITION HELD
John B. Quam 34 President and Director
Laurie L. Quam 37 Secretary and Director
Judith F. Harayda 49 Treasurer and Director
The Company's Directors will serve in such capacity until the next
annual meeting of the Company's shareholders and until their successors
have been elected and qualified. The officers serve at the discretion of
the Company's Directors. John and Laurie Quam are husband and wife.
Otherwise, there are no family relationships among the Company's officers
and directors, nor are there any arrangements or understandings between any
of the directors or officers of the Company or any other person pursuant to
which any officer or director was or is to be selected as an officer or
director.
Mr. Quam should be considered the "parent" or "promoter" of the
Company (as such terms are defined under the Securities Act), inasmuch as
Mr. Quam has taken significant initiative in founding and organizing the
business of the Company and because of the shareholdings and control
positions held by him in the Company.
JOHN B. QUAM. Mr. Quam has been the President and a Director of the
Company since its inception in 1994. Prior to that time, he was Sales
Manager of Art Supplies for ABC Moulding Co., a private Colorado
corporation, from 1991 to 1994. Mr. Quam has a Bachelor's Degree in Geology
<PAGE>
from the University of Colorado. He will devote approximately 40 hours per
week to the affairs of the Company.
LAURIE L. QUAM . Mrs. Quam has been Secretary and a Director of the
Company since inception in 1994. Prior to that time, she was the owner of
Budget Framer, a private business, from 1990 to 1994. She attended Miami
Dade Community College in Miami, Florida. She will devote approximately 40
hours per week to the affairs of the Company.
JUDITH F. HARAYDA . Ms. Harayda has been Treasurer and a Director of
the Company since October, 1997. She has been the owner of Promos, Inc., a
private Colorado corporation, from 1992 to the present. Ms. Harayda
received a Bachelors Degree in Education from Edinboro University. She will
devote approximately 10 hours per month to the affairs of the Company.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 (the "34 Act")
requires the Company's officers and directors and persons owning more than
ten percent of the Company's Common Stock, to file initial reports of
ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Additionally, Item 405 of Regulation S-B under the 34
Act requires the Company to identify in its Form 10-KSB and proxy statement
those individuals for whom one of the above referenced reports was not
filed on a timely basis during the most recent fiscal year or prior fiscal
years. Given these requirements, the Company has the following report to
make under this section. None of the Officers or Directors of the Company
made timely filings of their Forms 3 and 5 in the last fiscal year. All
such persons eventually made the filings and have been counseled concerning
their responsibilities regarding future compliance with these rules.
ITEM 10. EXECUTIVE COMPENSATION.
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the Company, nor
have they received such compensation in the past. They all have agreed to
act without compensation until authorized by the Board of Directors, which
is not expected to occur until the Registrant has generated revenues from
operations. Any compensation will be dependent upon a combination of
factors, including the percentage of time a person devotes to the business
of the Registrant, experience, ability of the Registrant to pay, and other
items.
The Company has no retirement, pension, profit sharing, stock option,
insurance or other similar programs.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following sets forth the number of shares of the Registrant's
$0.0001 par value common stock beneficially owned by (i) each person who,
as of January 31, 1998, was known by the Company to own beneficially more
than five percent (5%) of its common stock; (ii) the individual Directors
of
<PAGE>
the Registrant and (iii) the Officers and Directors of the Registrant as a
group. As of January 31, 1998, there were 10,781,500 common shares issued
and outstanding.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1)(2) CLASS
<S> <C> <C>
John B. Quam(3) 8,625,000 80.00%
Laurie L. Quam(3) 8,625,000 80.00%
Judith F. Harayda 10,000 .09%
All Officers and Directors as
a Group 8,635,000 80.09%
(three persons)
</TABLE>
(1) All ownership is beneficial and of record, unless indicated
otherwise.
(2) Beneficial owner listed above has sole voting and investment power
with respect to the shares shown, unless otherwise indicated.
(3) John and Laurie Quam are husband and wife. Each should be considered
to be the beneficial owner of the other's shares, although the shares
are owned of record as indicated above. The table reflects the total
ownership of both persons.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company's business office is located at 1977 S. Vivian Street,
Lakewood, Colorado 80228, the home of Mr. John B. Quam, its President,
and Mrs. Laurie L. Quam, its Secretary, for which it pays no rent. From
inception through January 31, 1997, Mr. John B. Quam had made advances to
the Company from time to time. This eventually totaled $25,544. Although
these advances have been recorded on the financial statements of the
Company as a loan, there were no formal documents evidencing these
advances. As of October 15, 1997, this loan amount was forgiven in full.
The Company has no other properties.
<PAGE>
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following financial information is filed as part of
this report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
(3) EXHIBITS. The following exhibits required by Item 601
to be filed herewith are incorporated by reference to
previously filed documents:
EXHIBIT NO. DESCRIPTION
3A Articles of Incorporation*
3B Articles of Amendment*
3CBylaws*
*Previously filed
(b) REPORTS ON FORM 8-K. The Company filed no reports on Form
8-K during the fourth quarter of the fiscal year ended January 31, 1998.
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
AUDIT REPORTS
January 31, 1998, 1997 and 1996
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant ............1
Balance Sheets, January 31, 1998 and 1997 .........2
Statements Of Operations, For the Years Ended
January 31, 1998, 1997 and 1996 .................3
Statements of Stockholders' Equity(Deficit), For the
Years Ended January 31, 1998 and 1997 ...........4
Statements of Cash Flows, For the Years Ended
January 31, 1998, 1997 and 1996 .................5
Notes to Financial Statements ....................6-7
<PAGE>
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
(303) 220-0227
Board of Directors
New World Publishing, Inc.
(Formerly known as JLQ, Inc.)
1977 South Union Street
Lakewood, Colorado 80228
I have audited the balance sheets of New World Publishing, Inc., (formerly
known as JLQ, Inc.) as of January 31, 1998 and 1997, and the statements of
operations, stockholders' equity (Deficit) and cash flows for the years ended
January 31, 1998, 1997 and 1996. My examination was made in accordance with
generally accepted auditing standards and, accordingly, included such tests of
the accounting records and such other auditing procedures as we considered
necessary in the circumstances.
In my opinion, the financial statements referred to above present fairly the
financial position of New World Publishing, Inc. as of January 31, 1998 and
1997, and the results of its operations and changes in its cash flows for the
years ended January 31, 1998, 1997 and 1996, in conformity with generally
accepted accounting principles applied on a consistent basis.
Janet Loss, C.P.A., P.C.
March 10, 1998
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
BALANCE SHEETS
January 31, 1998 and 1997
1998 1997
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash in checking $ 6,060 $ 355
Inventory, Lower of
Cost or Market (Note 2) 26,760 26,760
Total Current Assets: $ 32,820 $ 27,115
FIXED ASSETS:
Furniture and Equipment 7,885 7,885
Less Accumulative
Depreciation (5,237) (4,100)
Net Fixed Assets: $ 2,648 $ 3,785
OTHER ASSETS:
Organization Costs, Net
of Amortization $ 244 $ 312
Deferred Offering Costs 4,086 0
Total Other Assets: 4,330 312
TOTAL ASSETS $ 39,798 $ 31,212
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
1998 1997
CURRENT LIABILITIES: $ 0 $ 0
LONG TERM LIABILITIES:
Stockholders' Loan $ 0 $ 25,544
STOCKHOLDERS' EQUITY:
Preferred stock, $0.10
par value, 10,000,000
shares authorized, no
shares issued and
outstanding 0 0
Common stock, $.0001 par value
100,000,000 shares authorized,
10,781,500 and 10,750,000
shares issued
outstanding ** 5,740 5,737
Additional Paid-In-
Capital 11,497 2,400
Contributed Paid-In-
Capital 29,144 0
(Deficit) (6,583) (2,469)
TOTAL STOCKHOLDERS'
EQUITY 39,798 5,668
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 39,798 $ 31,212
</TABLE>
**Common stock shares retroactively adjusted for October 15, 1997 stock split
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF OPERATIONS
For the Years Ended January 31, 1998, 1997 and 1996
1998 1997 1996
REVENUES:
<S> <C> <C> <C>
Sales $ 0 $ 87,996 $9,068
OPERATING EXPENSES:
Accounting and Legal $ 135 $ 320 $ 0
Amortization 69 92 104
Auto expenses, gas and repairs 0 0 2,132
Bank charges 82 54 84
Depreciation expense 1,136 2,523 1,577
Filing Fees 95 0 0
Office expenses 997 258 989
Rent expense 1,200 1,200 1,200
Supplies & Purchases 0 25,419 40
Subcontract 0 58,250 3,700
Telephone expenses 15 0 791
Travel and entertainment 250 0 839
Total Operating Expenses: 4,114 88,116 11,456
INCOME (LOSS) FROM OPERATIONS: ( 4,114) $( 120) $( 2,388)
OTHER INCOME AND EXPENSES:
Interest Income 0 0 39
NET INCOME (LOSS) $( 4,114) $( 120) $(2,349)
NET INCOME (LOSS) PER
SHARE OF COMMON STOCK N/A N/A N/A
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)
For the Years Ended January 31, 1998 and 1997
Common stock Common Additional Stockholders'
Number of stock Paid-In- Contributed Equity
shares Amount Capital Capital (Deficit) (Deficit)
<S> <C> <C> <C> <C> <C> <C>
Balance,
February 1,
1996** 10,750,000 5,737 $ 0 $1,200 $ (2,349) $ 4,588
Contributed
Capital for
rent 1,200 1,200
Net (Loss)
for the year
ended January
31, 1997 ( 120) ( 120)
Balance,
January 31,
1997 10,750,000 $5,737 $ 0 $2,400 $(2,469) $ 5,668
31,500 shares
issued for cash,
October 31,
1997 31,500 3 11,497 0 0 11,500
Contributed
capital for
debt forgiveness
and rent 26,744 26,744
Net (Loss)
for the year
ended January
31, 1998 (4,114) (4,114)
Balance,
January
31, 1998 10,781,500 $5,740 $11,497 $29,144 $(6,583) $39,798
</TABLE>
** Common stock shares retroactively adjusted for October 15, 1997 stock split.
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF CASH FLOWS
For the Years Ended January 31, 1998, 1997 and 1996
1998 1997 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (Loss) $(4,114) $( 120) $(2,349)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortizatio n 69 92 101
Depreciation 1,136 2,523 1,577
Increase in inventory 0 (3,576) (18,132)
Purchased fixed assets 0 0 ( 182)
Organizational costs 0 0 ( 459)
Deferred offering costs (4,086) 0 0
Net cash provided (Used) by
Operating activities (6,995) (1,081) (19,444)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Loans from stockholder (25,544) ( 219) 11,150
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock 11,500 0 0
Contributed Capital 26,744 1,200 1,200
Net cash provided (used)
from financing activities 38,244 1,200 1,200
Net Increase (Decrease)
in cash 5,705 ( 100) (7,094)
CASH, BEGINNING OF THE
PERIOD: 355 455 7,549
CASH, END OF THE PERIOD $ 6,060 $ 355 $ 455
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - HISTORY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
New World Publishing, Inc. was incorporated in October of 1994. However the
Company was dormant in 1994 and had no business activity until 1995. The
Company was in the wholesale business of frames, pictures and hobby goods.
Accounting Method
The Company records income and expenses on the accrual method.
Organization Costs
Costs incurred in organizing the Company are being amortized over a
sixty (60) year period.
Inventory
Inventories are stated at the lower cost or market.
Fixed Assets
Equipment and furniture are recorded at cost. Depreciation is
provided on the straight-line method over five (5) years. Maintenance
and repairs are charged to expense as incurred.
NOTE 2 - INVENTORY
Inventories are stated at the lower of cost or market, principally using
average cost for purchases made in 1997 thru 1995. Inventory has not been
written down to market since the inventory is appreciable at work and its
fair market value is greater than cost. Fair market value of the inventory
was based on evaluations of the act work at January 31, 1998, 1997 and 1996
and October 31, 1997 and 1996.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company maintains its office in the space provided by an officer of the
Company pursuant to an oral agreement on a rent free basis with
reimbursement for out of pocket expenses, such as telephone. The
stockholder of the Company has advanced monies to the Corporation from
inception to January 31, 1997. As of October 15, 1997, the stockholder has
forgiven this loan of $25,544.00 in full.
NOTE 4 - CAPITAL STOCK
On October 15, 1997, the Company issued a 500 to 1 forward stock split for
common stock. Thus the total common stock authorized changed from 50,000 to
100,000,000 shares, and from $1.00 par value to $0.0001 per share. The
Company also authorized 10,000,000 preferred shares with a par value of
$0.10 per share.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principals, which contemplate continuation of
the Company's ability to continue as a going concern is dependent upon the
Company's ability to obtain financing.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
New World Publishing, Inc.
Dated: 3/31/98 By: ///JOHN B. QUAM///
John B. Quam
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL AND ACCOUNTING
OFFICER
Dated: 3/31/98 By: ///JUDITH F. HARAYDA///
Judith F. Harayda
Treasurer
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
EXHIBITS
TO
New World Publishing, Inc.
<PAGE>
INDEX TO EXHIBITS
Exhibit Page or
NUMBER DESCRIPTION CROSS REFERENCE
3A Articles of Incorporation*
3B Articles of Amendment*
3C Bylaws*
*Previously filed
