SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SBA
Amendment No. 2
General Form For Registration of Securities
of Small Business Issuers Under
Section 12(b) or (g) of
the Securities Exchange Act of 1934
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
DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference are found in Item 15.
<PAGE>
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."
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 of this
Registration Statement, 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 of this Registration Statement, 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.
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
<PAGE>
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 of this Registration Statement, 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 of this Registration Statement, 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 of this Registration
Statement.
(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.
<PAGE>
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.
(g) BACKLOG
At October 31, 1997, 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. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
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.
<PAGE>
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.
ITEM 3. 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 4. 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 October 31, 1997, was known by the
Company to own beneficially more than five percent (5%) of its
common stock; (ii) the individual Directors of the Registrant and
(iii) the Officers and Directors of the Registrant as a group. As
of October 31, 1997, 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.
<PAGE>
(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 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.
The Directors and Executive Officers of the Company, their
ages and present positions held in the Company 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 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.
<PAGE>
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.
ITEM 6. 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 7. 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. Otherwise, there have been no
related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of
Regulation S-B.
ITEM 8. 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 9. 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
<PAGE>
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
<PAGE>
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 10. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has issued the following common stock in the three
year period preceding the date of this Registration Statement. The
Company completed a one-for-five hundred forward split in October,
1997. All shares are shown on a post split basis, including shares
issued before the split. The following were initial issue shares
at a price of par value:
NAME NUMBER OF SHARES
Laurie L. Quam 10,750,000
Laurie L. Quam acquired her shares in the Company at its
inception in 1994. Mrs. Quam transferred 6,500,000 shares to
her husband, John B. Quam and 2,125,000 to M. Kupetz in 1994.
Mr. Kupetz transferred a total of 525,000 shares to
Patricia Lorie, a total of 532,500 shares R. Steinberg, and a total
of 530,000 shares to D.Steinberg in 1995. Such transfers
were made as private transactions to individuals who were sophisticated
investors and had access to or received all pertinent information relative to
this investment.
All of the following shares were issued in October, 1997:
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
<S> <C>
Judith Harayda 10,000 ( at a price of $.20 per share)
Stephan R. Levy 5,000 ( at a price of $.25 per share)
</TABLE>
All of the following shares were issued at a price of $.50 per
share in October, 1997:
<PAGE>
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
<S> <C>
Sandra S. Steinberg 200
Jamie L. Steinberg 200
Linda Jew 200
Wawa C. Jew 200
Paul H.Dragul 2,000
Ozzie Preiss 2,000
Brooke Belson-Preiss 2,000
Stephen C. Nelson 200
M.S. Kim Duer 1,000
Marc Levy 1,000
Lowell Flemmer 2,000
Roy S. Sugihara 2,000
Todd Levy 1,000
Darius Bozorgpour 800
Michael Brunschwig 800
GeeGee Brunschwig 200
Herbert Cohen 200
Myndel Cohen 200
Jill Lorie 300
Total 16,500
</TABLE>
All of the issued and outstanding shares of the Company's
common stock, $0.0001 par value, were issued in accordance with the
exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended, in that these were private
offerings to individuals who were sophisticated investors and
had access to or received all pertinent information relative
to this investment. The differences in prices in these
transactions were as a result of individual negotiation with the
applicable parties.
All of the shares of common stock of the Registrant are
restricted securities as defined under the Securities Act of 1933,
as amended. These shares may not be offered for public sale except
if registered or pursuant to an exemption from registration, such
as Rule 144. The Company has issued stop transfer orders concerning
the transfer of certificates representing all the common stock
issued and outstanding.
ITEM 11. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 100,000,000 shares of
Common Stock, $0.0001 per share par value and 10,000,000 shares of
Preferred Stock, all with $0.10 per share par value, to have such
preferences as the Board of Directors may determine from time to
<PAGE>
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. As of the same date, no Preferred Stock was issued or
outstanding.
COMMON STOCK
The holders of Common Stock have one vote per share on all
matters (including election of Directors) without provision for
cumulative voting. Thus, holders of more than 50% of the shares
voting for the election of directors can elect all of the
directors, if they choose to do so. The Common Stock is not
redeemable and has no conversion or preemptive rights. The Common
Stock currently outstanding is validly issued, fully paid and
non-assessable. In the event of liquidation of the Company, the
holders of Common Stock will share equally in any balance of the
Company's assets available for distribution to them after
satisfaction of creditors and the holders of the Company's senior
securities, whatever they may be. The Company may pay dividends, in
cash or in securities or other property when and as declared by the
Board of Directors from funds legally available therefor, but has
paid no cash dividends on its Common Stock.
PREFERRED STOCK
Under the Articles of Incorporation, the Board of Directors has
the authority to issue Preferred Stock and to fix and determine its
series, relative rights and preferences to the fullest extent
permitted by the laws of the State of Colorado and such Articles of
Incorporation. As of the date of this Registration Statement, no
shares of Preferred Stock are issued or outstanding. The Board of
Directors has no plan to issue any Preferred Stock in the
foreseeable future.
DIVIDEND POLICY
The Company has never declared nor paid dividends on its Common
Stock and does not intend to do so in the foreseeable future.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Incorporation authorize the Board of
Directors, on behalf of the Company and without shareholder action,
to exercise all of the Company's powers of indemnification to the
maximum extent permitted under the applicable statute. Title 7 of
the Colorado Revised Statutes, 1986 Replacement Volume ("CRS"), as
amended, permits the Company to <PAGE> indemnify its directors,
officers, employees, fiduciaries, and agents as follows:
Section 7-109-102 of CRS permits a corporation to indemnify such
persons for reasonable expenses in defending against liability
incurred in any legal proceeding if:
<PAGE>
(a) The person conducted himself or herself in good faith;
(b) The person reasonably believed:
(1) In the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best
interests; and
(2) In all other cases, that his or her conduct was at
least not opposed to the corporation's best interests; and
(c) In the case of any criminal proceeding, the person had no
reasonable cause to believe that his or her conduct was unlawful.
A corporation may not indemnify such person under this Section
7-109-102 of CRS:
(a) In connection with a proceeding by or in the right of the
corporation in which such person was adjudged liable to the
corporation; or
(b) In connection with any other proceeding charging that such
person derived an improper benefit, whether or not involving action
in an official capacity, in which proceeding such person was
adjudged liable on the basis that he or she derived an improper
personal benefit.
Unless limited by the Articles of Incorporation, and there are not
such limitations with respect to the Company, Section 7-109-103 of
CRS requires that the corporation shall indemnify such a person
against reasonable expenses who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which the
person was a party because of his status with the corporation.
Under Section 7-109-104 of CRS, the corporation may pay reasonable
fees in advance of final disposition of the proceeding if:
(a) Such person furnishes to the corporation a written
affirmation of the such person's good faith belief that he or she
has met the Standard of Conduct described in Section 7-109-102 of
CRS;
(b) Such person furnishes the corporation a written undertaking,
executed personally or on person's behalf, to repay the advance if
it is ultimately determined that he or she did not meet the
Standard of Conduct in Section 7-109-102 of CRS; and
(c) A determination is made that the facts then known to those
making the determination would not preclude indemnification.
Under Section 7-109-106 of CRS, a corporation may not
indemnify such person, including advanced payments, unless
authorized in the specific case after a determination has been made
that indemnification of such person is permissible in the
<PAGE>
circumstances because he met the Standard of Conduct under Section
7-109-102 of CRS and such person has made the specific affirmation
and undertaking required under the statute. The required
determinations are to be made by a majority vote of a quorum of the
Board of Directors, utilizing only directors who are not parties to
the proceeding. If a quorum cannot be obtained, the determination
can be made by a majority vote of a committee of the Board, which
consists of at least two directors who are not parties to the
proceeding. If neither a quorum of the Board nor a committee of the
Board can be established, then the determination can be made either
by the Shareholders or by independent legal counsel selected by
majority vote of the Board of Directors.
The corporation is required by Section 7-109-110 of CRS to
notify the shareholders in writing of any indemnification of a
director with or before notice of the next shareholders' meeting.
Under Section 7-109-105 of CRS, such person may apply to any court
of competent jurisdiction for a determination that such person is
entitled under the statute to be indemnified from reasonable
expenses.
Under Section 7-107(1)(c) of CRS, a corporation may also
indemnify and advance expenses to an officer, employee, fiduciary,
or agent who is not a director to a greater extent than the
foregoing indemnification provisions, if not inconsistent with
public policy, and if provided for in the corporation's bylaw,
general or specific action of the Board of Directors, or
shareholders, or contract. Section 7-109-108 of CRS permits the
corporation to purchase and maintain insurance to pay for any
indemnification of reasonable expenses as discussed herein.
The indemnification discussed herein shall not be deemed
exclusive of any other rights to which those indemnified may be
entitled under the Articles of Incorporation, any Bylaw,
agreement, vote of shareholders, or disinterested directors, or
otherwise, and any procedure provided for by any of the foregoing,
both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as
to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of heirs, executors, and
administrators of such a person.
Insofar as indemnification for liabilities under the
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Registrant of expense incurred or paid by a director, officer,
or controlling person of the registrant in the successful defense
of any action, suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities
<PAGE>
being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
ITEM 13. FINANCIAL STATEMENTS.
For financial information, please see the financial statements
included at Item 15 and hereby incorporated by this reference and
made a part hereof.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Company did not have any disagreements on accounting and
financial disclosures with its accounting firm during the reporting
period.
ITEM 15. FINANCIAL STATEMENT AND EXHIBITS.
The following financial information is filed as part of this
report:
(1) FINANCIAL STATEMENTS
(2) SCHEDULES
The financial statements schedules listed in the
accompanying index to financial statements are filed as a part of
this annual report.
(3) EXHIBITS
The exhibits listed on the accompanying index to
financial statements are filed as part of this annual report.
SIGNATURES
In accordance with Section 12 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: 3/3/98 By: ///JOHN B. QUAM///
John B. Quam
President and Chief
Executive Officer
<PAGE>
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: 3/3/98 By: ///JUDITH F. HARAYADA///
Judith F. Harayda
Treasurer
<PAGE>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
October 31, 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, October 31, 1997 and 1996................2
Statements Of Operations,
October 31, 1997 and 1996............................ 3
Statements of Stockholders' Equity,
October 31, 1997 and 1996............................. 4
Statements of Cash Flows,
October 31, 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
The accompanying balance sheets of New World Publishing, Inc.
(Formerly known as JLQ, Inc.) as of October 31, 1997 and 1996,
and the related statements of Operations, Stockholders Equity
and Cash Flows for the nine months ended October 31, 1997 and
1996 were not audited by us, and accordingly, we do not express
an opinion on them.
Janet Loss, C.P.A., P.C.
November 6, 1997
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
BALANCE SHEETS
October 31, 1997 and 1996
<S> <C> <C>
1997 1996
ASSETS
CURRENT ASSETS:
Cash in checking $ 11,754 $ 1,368
Inventory, lower of 26,760 26,760
cost or market
(Note A)
Total current assets: $ 38,514 $ 28,128
FIXED ASSETS:
Furniture and Equipment 7,885 7,885
Less Accumulative
Depreciation (4,857) (3,469)
Net Fixed Assets: $ 3,028 $ 4,416
OTHER ASSETS:
Organization Costs, Net
of Amortization $ 267 $ 335
TOTAL ASSETS $ 41,809 $ 32,879
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES: $ 0 $ 0
LONG TERM LIABILITIES:
Stockholders' Loan $ 0 $ 25,545
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $0.10 par
value, 10,000,000 shares
authorized, no shares
issued and outstanding 0 0
Common stock, $.0001 par
value100,000,000 and
shares authorized,
10,781,500 and
10,750,000
shares issued outstanding** 5,740 5,373
Additional Paid-In-Capital 11,497 0
Contributed Capital 28,845 2,400
Retained earnings (Deficit) (4,273) (803)
TOTAL STOCKHOLDERS'
EQUITY 41,809 7,334
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIT): $ 41,809 $ 32,879
</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.)
STATEMENT OF OPERATIONS
For the nine months Ended October 31, 1997 and 1996
1997 1996
REVENUES:
<S> <C> <C>
Sales $ 0 $ 78,523
OPERATING EXPENSES:
Amortization 46 69
Bank charges 101 27
Depreciation expense 757 1,892
Rent expense 900 900
Supplies & Purchases 0 16,339
Subcontract 0 57,450
Total Operating
Expenses: $1,804 $ 76,677
NET INCOME
(LOSS) $(1,804) $ 1,846
NET INCOME (LOSS) PER
SHARE OF COMMON
STOCK $ 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 nine months Ended October 31, 1997 and 1996
Common
stock
Number Common Additional Total
of stock Paid-In- Contributed Stockholders
shares Amount Capital Capital (Deficit) Equity
<S> <C> <C> <C> <C> <C> <C>
Balance,
1997**
February 1,
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
Net Income
(Loss) for the
nine months
ended October
31, 1997 0 0 0 26,445 (1,804) 24,641
Balance,
October 31,
1997 10,781,500 $5,740 $11,497 $28,845 $(4,273) $41,809
</TABLE>
**Common stock shares retroactively adjusted for October 15, 1997
stock split.
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
STATEMENTS OF CASH FLOWS
For the Nine Months Ended October 31, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C>
Net Income (Loss) $ (1,804) $ 1,846
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortization 46 69
Depreciation 757 1,892
Increase in inventory 0 ( 3,576)
Net cash provided (Used) by
Operating activities (1,001) 231
CASH FLOWS FROM INVESTING
ACTIVITIES:
Loans from stockholder (25,545) ( 218)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Issuance of common stock 11,500 0
Contributed Capital 26,445 900
Net Increase (Decrease)
in cash 11,399 913
CASH BEGINNING OF THE
PERIOD: 355 455
CASH END OF THE PERIOD $11,754 $1,368
</TABLE>
The accompanying notes are an integral part of these financial
statements.
<PAGE>
<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 through 1998. Inventory
has not been written down to market since the inventory is
appreciable art work and its fair market value is greater than cost.
Fair market value of the inventory was based on a valuation of
the art work at January 31, 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 $25,545.00 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>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
AUDIT REPORT
For the Years Ended January 31, 1997 and 1996
Janet Loss, C.P.A., P.C.
Certified Public Accountant
3525 South Tamarac Drive, Suite 120
Denver, Colorado 80237
<PAGE>
<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, 1997 and 1996................2
Statements Of Operations, for the Years
Ended January 31, 1997 and 1996........................3
Statements of Stockholders' Equity, for
the Years Ended January 31, 1997 and 1996 ............ 4
Statements of Cash Flows, for the Years
Ended January 31, 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, 1997 and 1996,
and the statements of Operations, Stockholders Equity and Cash
Flows for the years ended January 31, 1997 and 1996.
I conducted my audit in accordance with generally accepted
auditing standards. These standards require that I plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit also includes assessing the accounting principals used and
significant estimates made by management as well as evaluating
the overall financial statement presentation.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of New World Publishing, Inc. (formerly known as JLQ, Inc.) as
of January 31, 1997 and 1996 and the results of its operations
and its cash flows for the years ended January 31, 1997 and
1996.
Janet Loss, C.P.A., P.C.
October 6, 1997
<PAGE>
<TABLE>
<CAPTION>
NEW WORLD PUBLISHING, INC.
(Formerly known as JLQ, Inc.)
BALANCE SHEETS
January 31, 1997 and 1996
1997 1996
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash in checking $ 355 $ 455
Inventory, lower of 26,760 23,184
cost or market
(Note 2)
Total current assets: $ 27,115 $ 23,639
FIXED ASSETS:
Furniture and Equipment 7,885 7,885
Less Accumulative
Depreciation (4,100) (1,577)
Net Fixed Assets: $ 3,785 $ 6,308
OTHER ASSETS:
Organization Costs, Net
of Amortization $ 312 $ 404
TOTAL ASSETS $ 31,212 $ 30,351
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES: $ 0 $ 0
LONG TERM LIABILITIES:
Stockholders' Loan $ 25,544 $ 25,763
STOCKHOLDERS' EQUITY:
Common stock, $.0001
par value 100,000,000
shares authorized
10,750,000 shares
<PAGE>
issued and outstanding** 5,737 5,737
Contributed Capital 2,400 1,200
(Deficit) (2,469) (2,349)
TOTAL STOCKHOLDERS'
EQUITY 5,668 4,588
TOTAL LIABILITIES AND
STOCKHOLDERS'
EQUITY: $ 31,212 $ 30,351
</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.)
STATEMENT OF OPERATIONS
For the Year Ended January 31, 1997 and 1996
1997 1996
REVENUES:
<S> <C> <C>
Sales $ 87,996 $ 9,068
OPERATING EXPENSES:
Accounting $ 320 $ 0
Amortization 92 104
Auto expenses, gas and
repairs 0 2,132
Bank charges 54 84
Depreciation expense 2,523 1,577
Office expense 258 989
Rent expenses 1,200 1,200
Supplies & Purchases 25,419 40
Subcontract 58,250 3,700
Telephone 0 791
Travel expenses 0 839
Total Operating
Expense: $88,116 $11,456
INCOME (LOSS) FROM
OPERATIONS: (120) ( 2,388)
OTHER INCOME AND EXPENSES:
Interest Income 0 39
NET INCOME (LOSS)$ (120) ( 2,349)
NET INCOME (LOSS) PER
SHARE OF COMMON
STOCK $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, 1997 and 1996
Common
stock
Number Common Total
of stock Contributed Stockholders
shares Amount Capital (Deficit) Equity
<S> <C> <C> <C> <C> <C>
Balance,
1997**
February 1,
1995 10,750,000 $ 5,737 $ 0 $ 0 $5,737
Net (Loss)
for the year
ended January
31, 1996 0 0 1,200 (2,349) (1,149)
Balance,
January 31,
1996 10,750,000 $ 5,737 $1,200 $(2,349) $ 4,588
Net Income
(Loss) for
the year
ended Janaury
31, 1997 0 0 1,200 (120) 1,080
Balance
January 31,
1997** 10,750,000 $5,737 $2,400 $(2,469) $5,668
</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, 1997 and 1996
1997 1996
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C>
Net Income (Loss) $ 1,080 $( 1,149)
Adjustments to reconcile
net loss to net cash
used by operating activities:
Amortization 92 101
Depreciation 2,523 1,577
Increase in inventory ( 3,576) (18,132)
Purchase, Fixed Assets 0 ( 182)
Organization Costs 0 ( 459)
Net cash provided (Used) by
Operating activities 119 (18,244)
CASH FLOWS FROM INVESTING
ACTIVITIES:
Loans from stockholder ( 219) 11,150
Net cash provided (Used)
from Investing Activities 0 0
CASH FLOWS FROM FINANCING
ACTIVITIES: 0 0
Net Increase (Decrease)
in cash ( 100) ( 7,094)
CASH BEGINNING OF THE
PERIOD: 455 7,549
CASH END OF THE
PERIOD $ 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 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 through 1998. Inventory
has not been written down to market since the inventory is
appreciable art work and its fair market value is greater than cost.
Fair market value of the inventory was based on a valuation of
the art work at January 31, 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 - SUBSEQUENT EVENTS
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.
<PAGE>
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>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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
<PAGE>
DAVID WAGNER & ASSOCIATES, P.C.
Attorneys and Counsellors at Law
8400 East Prentice Avenue
Penthouse Suite
Englewood, Colorado 80111
Telephone (303) 793-0304
Facsimile (303) 771-4562
March 3, 1998
Richard Wulff, Esq.
Chief
Office of Small Business Review
U.S. Securities and
Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New World Publishing, Inc. (The Company)
Form 10-SB
File No. 0-23365
Dear Mr. Wulff:
This is in response to your comment letter of February 24, 1998 concerning
the Company's Form 10-SB filing.
The format herein corresponds to the paragraphs of your comment letter.
Registration Statement
Prior Comment 7
1. The suggested change has been made.
ACCOUNTING COMMENTS
Prior Comment 9
2. The suggested changes have been made.
Statement of Cash Flows
3. The suggested changes have been made.
If you have any additional questions, do not hesitate to contact the
undersigned.
DAVID WAGNER & ASSOCIATES, P.C.
/s/ David J. Wagner
David J. Wagner
