FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For Quarterly Period Ended June 30, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File No. 000-29897
WORLD AM COMUNICATIONS, INC.
(exact name of Registrant as specified in its charter)
Florida 59-3253968
(State or other jurisdiction of (IRS Employer Identi-
incorporation or organization) fication Number)
1400 W. 122nd Ave, Suite 104, Westminster, CO 80234
(Address of principal executive offices, including zip code)
(303) 452 -0022
(Registrant's telephone number, including area code)
Not Applicable
(Former name, address and former fiscal year, 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 preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes X No _
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether Registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes _ No _ NOT APPLICABLE X
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Title of Each Class Number of Shares Outstanding
------------------- at July 18, 2000
Common stock -----------------------------
$0.0001 Par Value 60,207,049
<PAGE>
WORLD AM COMMUNICATIONS, INC.
Index
-----
PART I FINANCIAL INFORMATION PAGE NO.
------ --------------------- --------
Item 1 Financial Statements reviewed by
------
Michael Johnson & Co, LLC, Certified
Public Accountants:
Accountant's Review Report 1
Balance Sheets
June 30, 2000 and December 31, 1999 2
Statements of Operations
Three and Six Months Ended
June 30, 2000 and 1999 3
Statement of Changes in Stockholders' Deficit
June 30, 2000 and December 31, 1999 4
Statements of Cash Flows
Three Months Ended
June 30, 2000 and 1999 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis
------ of Financial Condition and Results
of Operations 7-8
PART II OTHER INFORMATION
------- -----------------
Item 1 LEGAL PROCEEDINGS 9
------
Item 2 CHANGES IN SECURITIES 9
------
Item 3 DEFAULTS UPON SENIOR SECURITIES 9
------
Item 4 SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS 9
------
Item 5 OTHER INFORMATION 9
------
Item 6 EXHIBITS AND REPORT ON FORM 10Q 9
------
SIGNATURES 10
<PAGE>
World-Am Communications, Inc.
Index to Financial Statements
Accountant's Review Report.................................................. 1
Balance Sheet .............................................................. 2
Statement of Operations .................................................... 3
Statement of Changes in Stockholders' Deficit .............................. 4
Statement of Cash Flows .................................................... 5
Notes to Financial Statements .............................................. 6
<PAGE>
ACCOUNTANT'S REVIEW REPORT
--------------------------
To the Board of Directors
World-Am Communications, Inc.
Westminster, Colorado
We have reviewed the accompanying balance sheet of World-Am Communications, Inc.
as of June 30, 2000, and the related statements of operations for the three
month and six month periods ended June 30, 2000 and 1999, and the statements of
cash flows for the six months ended June 30, 2000 and 1999, included in the
accompanying Securities and Exchange Commission Form 10-Q for the period ended
June 30, 2000. All information included in these financial statements is the
representation of the management of World-Am Communications, Inc.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements as a whole.
Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1999, and the related statements
of operations, stockholders' equity and cash flows for the six month period then
ended (not presented herein). In our report dated May 10, 2000, we expressed an
unqualified opinion on those financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of June 30, 2000 is
fairly stated in all material respects in relation to the balance sheet from
which it has been derived.
/s/ MICHAEL JOHNSON & CO., LLC
------------------------------
MICHAEL JOHNSON & CO., LLC
Certified Public Accountants
Denver, Colorado
August 17, 2000
1
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<TABLE>
<CAPTION>
WORLD AM COMMUNICATIONS, INC.
Balance Sheets
June 30, December 31,
2000 1999
----------- -----------
<S> <C> <C>
ASSETS:
Current Assets:
Cash $ 893 $ --
Accounts receivable 17,299 --
Inventory 12,745 --
----------- -----------
Total Current Assets 30,937 --
----------- -----------
Propery and Equipment:
Office equipment 17,647 --
Computers 4,021 --
----------- -----------
Property and Equipment, net 21,668 --
----------- -----------
Other Assets:
Organization costs - net 787 577
Goodwill 10,000 10,000
----------- -----------
Total Other Assets 10,787 10,577
----------- -----------
TOTAL ASSETS $ 63,392 $ 10,577
=========== ===========
LIABILITIES AND STOCKHOLDERS' DEFICIT:
Current Liabilities:
Accounts payable $ 462,685 $ 421,301
Taxes payable 62,487 37,044
Accrued expenses 6,500 6,500
Note payable 42,101 --
----------- -----------
Total Current Liabilities 573,773 464,845
----------- -----------
Stockholders' Deficit:
Preferred stock, $.0001 par value, 80,000,000 shares
authorized, none issued and outstanding -- --
Common stock, $.0001 par value, 125,000,000
shares authorized, 59,957,050, issued and
outstanding 5,996 2,856
Share subscription receivable (950) --
Additional paid-in capital 1,091,973 1,041,585
Retained deficit (1,607,400) (1,498,709)
----------- -----------
Total Stockholders' Deficit (510,381) (454,268)
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 63,392 $ 10,577
=========== ===========
See accountant's review report.
2
</TABLE>
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<TABLE>
<CAPTION>
WORLD AM COMMUNICATIONS, INC.
Statement of Operations
Three months ended Six months ended
June 30, June 30,
---------------------------- ----------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
REVENUES: $ 3,628 $ -- $ 30,725 $ --
------------ ------------ ------------ ------------
COST OF GOODS SOLD 7,283 -- 12,152 --
------------ ------------ ------------ ------------
GROSS PROFIT (3,654) -- 18,573 --
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Sales and Marketing 3,970 -- 8,831 --
General and Administrative 55,447 51,245 115,999 84,229
------------ ------------ ------------ ------------
Total Operating Expenses 59,417 51,245 124,830 84,229
------------ ------------ ------------ ------------
Net Loss from Operations (63,071) (51,245) (106,257) (84,229)
------------ ------------ ------------ ------------
OTHER INCOME/EXPENSES
Other income -- -- -- --
Other expenses (1,698) -- (2,434) --
------------ ------------ ------------ ------------
(1,698) -- (2,434) --
NET (LOSS) $ (64,769) $ (51,245) $ (108,691) $ (84,229)
============ ============ ============ ============
Weighted average number of
shares outstanding 61,190,383 28,557,050 55,873,717 28,557,050
============ ============ ============ ============
Net Loss Per Share $ (0.001) $ (0.002) $ (0.002) $ (0.003)
============ ============ ============ ============
See accountant's review report.
3
</TABLE>
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<TABLE>
<CAPTION>
WORLD AM COMMUNICATONS, INC.
Statement of Changes in Stockholders' Deficit
Common Stock Additional Stock
------------------------- Paid-In Subscription Accumulated
Shares Amount Capital Receivable Deficit Totals
----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance - June 30, 1998 28,557,050 $ 2,856 $ 1,041,585 $ -- $(1,276,784) $ (232,343)
Net loss for year -- -- -- -- (84,229) (84,229)
----------- ----------- ----------- ----------- ----------- -----------
Balance - June 30, 1999 28,557,050 2,856 1,041,585 -- (1,361,013) (316,572)
----------- ----------- ----------- ----------- ----------- -----------
Net loss for six month period ended -- -- -- -- (137,696) (137,696)
----------- ----------- ----------- ----------- ----------- -----------
Balance - December 31, 1999 28,557,050 2,856 1,041,585 -- (1,498,709) (454,268)
----------- ----------- ----------- ----------- ----------- -----------
Stock issuance for subsidiary 31,400,000 3,140 50,388 (950) -- 52,578
Net loss for six month period -- -- -- -- (108,691) (108,691)
----------- ----------- ----------- ----------- ----------- -----------
Balance - June 30, 2000 59,957,050 $ 5,996 $ 1,091,973 $ (950) $(1,607,400) $ (510,381)
----------- ----------- ----------- ----------- ----------- -----------
See accountant's review report.
4
</TABLE>
<PAGE>
WORLD AM COMMUNICATIONS, INC.
Statement of Cash Flows
Six Months Ended
June 30,
-----------------------
2000 1999
--------- ---------
Cash Flows From Operating Activities:
Net (Loss) $(108,691) $ (84,229)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization -- 577
Changes in assets and liabilities:
(Increase) in accounts receivable (15,674) --
(Increase) in inventory (12,745) --
Increase in accounts payable 41,384 83,130
Increase in payroll liabilities 25,443 --
(Decrease) in accrued expenses -- 522
--------- ---------
38,408 84,229
--------- ---------
Net Cash Used in Operating Activities (70,283) --
--------- ---------
Cash Flow From Investing Activities:
Purchase of equipment (24,658) --
--------- ---------
Net Cash Provided By Investing Activities (24,658) --
--------- ---------
Cash Flow From Financing Activities:
Proceeds from issuance of common stock 53,733
Proceeds from notes payable 42,101 --
--------- ---------
Net Cash Provided By Financing Activities 95,834 --
--------- ---------
Increase in Cash 893 --
Cash and Cash Equivalents - Beginning of period -- --
--------- ---------
Cash and Cash Equivalents - End of period $ 893 $ --
========= =========
Supplemental Cash Flow Information:
Interest paid $ --
=========
Taxes paid $ --
=========
See accountant's review report.
5
<PAGE>
World-Am Communications, Inc.
Notes to Financial Statements
June 30, 2000
NOTE 1 - PRESENTATION OF INTERIM INFORMATION
--------------------------------------------
In the opinion of the management of World-Am Communications, Inc., the
accompanying unaudited financial statements include all normal adjustments
considered necessary to present fairly the financial position as of June
30, 2000, and the results of operations for the three months and six months
ended June 30, 2000 and 1999, and cash flows for the six months ended June
30, 2000. Interim results are not necessarily indicative of results for a
full year.
The financial statements and notes are presented as permitted by Form 10-Q,
and do not contain certain information included in the Company's audited
financial statements and notes for the six month period ended December 31,
1999. In December 1999, the Company changed its fiscal year to end on
December 31.
NOTE 2 - CAPITAL STOCK TRANSACTIONS:
------------------------------------
In January 2000, the Company had a four-to-one reverse split of shares
authorized and outstanding. All shares and per share amounts in the
accompanying financial statements of the Company and notes thereto have
been retroactively adjusted to give effect to the stock splits.
In February 2000, the Company authorized a Regulation D Rule 504 private
placement to accredited investors in which 10,000,000 restricted common
shares of the Company's outstanding common stock were offered at $.04 per
share. The private placement also included 10,000,000 warrants at $.06 per
warrant. As of June 30, 2000, 250,000 warrants were issued.
6
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
-------------------------------------------------------------------------------
The business of the Company is carried on at this time through its wholly
owned Subsidiary, Isotec, Inc., the acquisition of which was finalized in
February 2000. Isotec is a designer, developer and manufacturer of Automated
Passage Control, security and surveillance devices, including inter-locked
weapons detection and access control portals, and "Transparent" security and
surveillance products using computer integrated video, currently under
development and beam technology products for traffic control and access. Future
acquisitions are planned to support and expand both the Access Control and
Transparent Security markets.
OVERVIEW
--------
At the time the Company acquired the stock of Isotec, Inc., Isotec had been
engaged in the design, development and manufacture of Automated Passage Control
Portals since late 1998. From that time to the acquisition in February 2000,
Isotec had designed and developed a series of Portals, drawing on the twenty
year industry experience of its technical personnel, and sold over $315,000 of
its products to retail, banking and military customers. The Company had
therefore, self financed its development with minimal outside investment. To
grow in the national and international marketplace as well as to expand its
product line in state-of-the-art optical and beam technologies the Company
agreed to the acquisitions/merger with World Am Communications, Inc., a publicly
traded shell as a method of raising much needed capitalization. To facilitate
this acquisition, prior to its occurrence, World Am Communications authorized a
Reg. D Rule 504 private placement to accredited investors in which restricted
common shares, under strict lock-up agreements, were issued with warrants, the
exercise of which would provide Isotec with the above referenced funds.
Subsequent to the acquisition, the stock rose to a level of $3.18 on the
market, at which time one or more of the Limited shareholders, in violation of
their agreements, drove the stock prices down to $.18. Subsequent actions taken
by the Company have resulted in the retirement and cancellation of over
38,000,000 shares of common stock as a result of the above. The net result,
however, is that the remaining exercise of warrants, designed to provide
capitalization for the company, will not materialize.
In May of this year, the Company merged with a fully reporting shell,
Allmon Corporation, thereby avoiding imminent delisting. The surviving
corporation was World Am Communications, Inc.
Today, the Company, while still requiring operating and development funds,
has developed low cost turnstile portal with optical controls for the foreign
and retail markets, optical (beam) passage control products, i.e., Traffic
Counters, Directional Monitor, Anti-tailgating Monitor and Interlock Controls.
7
<PAGE>
In addition, although the sales efforts have been severely curtailed for
the above reasons as evidenced by the revenue stream, at this writing two
contracts with volume follow-on are expected within the week from the Federal
Government, one military and one administrative agency, a letter of intent has
been signed with a Honduran company to joint venture the manufacturing,
distribution and sales of Isotec products in Central America, proposals have
been submitted to two major international computer component companies, and
negotiations are being conducted with a leading foreign security manufacturer
for the OEM production of their equipment.
The Company is also in current discussions with two public security
companies for equity investment in World Am Communications and its wholly owned
subsidiary, Isotec, Inc.
In summary, the Company is pro-actively seeking avenues to acquire the
necessary funding for expansion and development and through its efforts, and
that of its financial consultants, is striving to regain the stock position
enjoyed prior to the above-described occurrences. The opportunities exist for
the Company to become a major factor in the new field of "Transparent" security,
and the personnel associated, are committed to achieving that position.
8
<PAGE>
PART II
OTHER INFORMATION
-----------------
ITEM 1. LEGAL PROCEEDINGS
-------------------------
Not Applicable
ITEM 2. CHANGES IN SECURITIES
-----------------------------
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
Not Applicable
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
----------------------------------------------------------
Not Applicable
ITEM 5. OTHER INFORMATION
-------------------------
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 10Q
----------------------------------------
Exhibit 27 Financial Data Schedule
9
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WORLD AM COMMUNICATIONS, INC.
(Registrant)
Dated: August 18, 2000 By: /s/ James H. Alexander
--------------------------
James H. Alexander, President & CEO
10
