<PAGE>
U.S. Securities and Exchange Commission
Washington, DC 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to ________
Commission File No. 33-05844-NY
Wealth International, Inc.
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0443026
(State or Other Jurisdiction (IRS Employer ID No.)
of incorporation or organization)
1190 North Spring Creek Place, Suite A
Springville, Utah 84663
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(Address of Principal Executive Offices)
(801) 489-8414
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(Issuer's Telephone Number, including Area Code)
IMPRESSIVE VENTURES LTD.
1969 West North Temple
Salt Lake City, Utah 84111
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(Former Address of Principal Executive Office)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
There were 4,250,449 shares of common stock, $.001 par value, outstanding
as of October 22, 1996.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited financial statements have been prepared
in accordance with the instructions for Form 10-QSB pursuant to the rules and
regulations of the Securities and Exchange Commission and, therefore, do not
include all information and footnotes necessary for a complete presentation of
the financial position, results of operations, cash flows and stockholders'
equity in conformity with generally accepted accounting principles. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring nature.
The unaudited consolidated balance sheets of the registrant and
it s subsidiary as of August 31, 1996, and the related audited balance sheet
as of February 28, 1996, the unaudited related consolidated statements of
operations and cash flows for the three months ended August 31, 1996 and 1995,
and the six months ended August 31, 1996 and 1995, and the unaudited
consolidated statement of stockholders' equity for the period from March 17,
1986 (date of inception) through August 31, 1996, are attached hereto and
incorporated herein by this reference.
Operating results for the quarter ended August 31, 1996, are not
necessarily indicative of the results that can be expected for the year ending
February 28, 1997.
<TABLE>
WEALTH INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
AUGUST 31, 1996 and FEBRUARY 29, 1996
<CAPTION>
August
(Unaudited) February
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 101,455 $ -
Supplies 475 -
Prepaid expenses 1,300 -
Total Current Assets 103,230 -
PROPERTY AND EQUIPMENT -
Net of accumulated depreciation 37,545 -
$ 140,775 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 11,408 $ 1,600
Accrued liabilities to member's 38,250 -
Income tax payable 725 -
Total Current Liabilities 50,383 1,600
OTHER LIABILITIES
Advances by stockholders 82,844 -
STOCKHOLDERS' EQUITY
Common stock
500,000,000 shares authorized
at $0.001 par value; 4,250,449
shares issued and outstanding on
August 31 and 11,375,000 on
February 29, (before a stock split
- Note 1) $ 4,250 $ 11,375
Capital in excess of par value 542,142 528,772
Deficit accumulated since inception (538,844) (541,747)
Total Stockholders Equity
(Deficiency) 7,548 (1,600)
Total Liabilities & Stockholders'
Equity $ 140,775 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
WEALTH INTERNATIONAL INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<CAPTION>
For the Three Months For the Six Months
Ended August 31, 1996 Ended August 31, 1996
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES $220,362 $ 0 $220,362 $ 0
EXPENSES 217,459 0 217,459 0
NET INCOME (LOSS) $ 2,903 $ 0 $ 2,903 $ 0
NET INCOME (LOSS) PER SHARE $ 0 $ 0 $ 0 $ 0
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
WEALTH INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from March 17, 1986 (Date of Inception)
to August 31, 1996
(Unaudited)
<CAPTION>
Common Stock Capital in Excess Accumulated
Shares Amount of Par Value Deficit
<S> <C> <C> <C> <C>
Balance March 17, 1986 -
Date of inception 0 $ 0 $ 0 $ 0
Issuance of common stock
for cash - 1986 5,000,000 5,000 0 0
Issuance of common stock
for cash - net of costs -
1987 12,500,000 12,500 201,972 0
Net loss for the year
ended February 28, 1988 0 0 0 (10,941)
Issuance of common stock
for all of the outstanding
stock of Med-Recon, Inc. -
1988 1,000,000 1,000 0 0
Net income for the year
ended February 28, 1989 0 0 0 165
Net loss for the year
ended February 28, 1990 0 0 0 (145)
Net loss for the year
ended February 28, 1991 0 0 0 (209,495)
Net loss for the year
ended February 28, 1992 0 0 0 (156)
Net loss for the year
ended February 28, 1993 0 0 0 (100)
Issuance of common stock
for services - 1993 15,000,000 15,000 0 0
Capital contributed by
stockholders - 1993 0 0 4,675 0
Net loss for the year
ended February 28, 1994 0 0 0 (19,475)
Issuance of common stock
for services - no value
assigned - 1994 185,000,000 185,000 (185,000) 0
Reverse common stock
split at 20 for 1 -
June 7, 1994 (207,575,000)(207,575) 207,575 0
Issuance of common stock
for all of the outstanding
stock of Louis Siegal
Associates, Inc. - no
value assigned - rescinded
August 14, 1995 - June 20,
1994 400,000 400 (400) 0
Issuance of common stock
for cash-October 24, 1994 5,000,000 5,000 295,000 0
Net loss for the year ended
February 28, 1995 0 0 0 (300,000)
Balance February 28, 1995 16,325,000 16,325 523,822 (540,147)
Cancellation of common
stock resulting from
recission of Louis Siegal
Associates Inc. purchase -
August 17, 1995 (4,950,000) (4,950) 4,950 0
Net loss for the year ended
February 28, 1996 0 0 0 ( 1,600)
Balance February 29, 1996 11,375,000 11,375 528,772 (541,747)
Reverse common stock split
at 250 for 1 -
August 27, 1996 (11,329,500) (11,330) 11,330 0
Issuance of common stock
for all outstanding stock
of Wealth International,
Inc., a Utah corporation
- - August 17, 1996 4,200,000 4,200 2,045 0
Net income for the six
months ended August 31,
1996 0 0 0 2,903
Shares issued resulting
from rounding and minimum
share resolution related
to reverse split 4,949 5 (5) -
Balance August 31, 1996 4,250,499 $ 4,250 $542,142 $(538,844)
</TABLE>
The accompanying notes are an integral part of these financial statements
<TABLE>
WEALTH INTERNATIONAL, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
For the Three Months For the Six Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,903 $ 0 $ 2,903 $ 0
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation 642 0 642 0
Increase in income tax payable 725 0 725 0
Increase in accounts payable 48,059 0 48,059 0
Net Cash Used by Operating
Activities: 52,329 0 52,329 0
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment (4,745) 0 (4,745) 0
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) advances by
stockholders (37,334) 0 (37,334) 0
(Decrease) Increase in cash 10,250 0 10,250 0
Cash at Beginning of Period 91,205 0 91,205 0
Cash at End of Period $ 101,455 $ 0 $ 101,455 $ 0
SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Issuance of 1,000,000 shares common stock for all of the
outstanding stock of Med-Recon, Inc. - 1988 $ 1,000
Issuance of 15,000,000 shares common stock for services - 1993 $15,000
Issuance of 185,000,000 shares common stock for services - no
value assigned - 1994 $ 0
Issuance of 400,000 shares common stock for all of the
outstanding stock of Louis Siegal Associates Inc. - no
value assigned - rescinded August 15, 1995 - June 20, 1994 $ 0
Cancellation of 4,950,000 shares common stock resulting from
recission of Louis Siegal Associates Inc. purchase - August 17,
1995 $(4,950)
Issuance of 4,200,000 shares common stock for all outstanding
stock of Wealth International, Inc. - August 27, 1996 $ 6,245
</TABLE>
WEALTH INTERNATIONAL, INC. AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on March
17, 1986, with authorized common stock of 500,000,000 shares at $.001 par
value and three classes of stock warrants. The warrants expired without being
exercised.
During 1988, the Company purchased all of the outstanding stock of Med-Recon,
Inc., a Nevada corporation, in exchange for 1,000,000 shares of the Company.
Med-Recon was in the business of reconditioning medical equipment and operated
until 1990 when operations ceased. During that period, the Company loaned
Med-Recon $190,029, which has since been written off.
On June 7, 1994, the Company issued 400,000 shares of its common capital stock
in exchange for all of the outstanding stock of Louis Siegal Associates, Inc.,
a California corporation after a reverse stock split was completed by the
Company of 20 for 1, as outlined below. Louis Siegal operated several retail
floor covering stores. In connection with the acquisition of Louis Siegal, an
additional 5,000,000 common shares of the Company was issued October 24, 1994,
for $300,000. The $300,000 was loaned to Louis Siegal and later written off
as a bad debt. The transaction was mutually rescinded, due to a failure of
consideration, on August 14, 1994, and 4,950,000 shares of the Company were
returned and cancelled on August 17, 1995.
On June 7, 1994 the Company completed a reverse stock split of 20 for 1 and on
August 27, 1996 the Company completed a reverse stock split of 250 for 1.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
At February 29, 1996, the Company had a net operating loss (NOL) carry forward
totaling $541,747. The tax benefit from the loss carry forward has been
fully offset by a valuation reserve because the use of the future tax benefit
is doubtful.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing the financial statements.
3. ACQUISITION OF WEALTH INTERNATIONAL INC.
On August 27, 1996, after the reverse stock split, the company completed an
acquisition of all of the outstanding stock of Wealth International, Inc. , a
Utah corporation,( the subsidiary ) in exchange for 4,200,000 common shares
of the Company. The name of the Company was then changed to Wealth
International, Inc. from Impressive Ventures, LTD.
The contractual agreement and plan of exchange provided for stock for stock
exchange in which the owners of the outstanding stock of the subisdiary
(consisting of 20,000 shares) exchanged their stock for 4,200,000 newly issued
restricted common shares of the Company. After the completion of the exchange
the subsidiary was wholly owned by the Company and the Company s only asset
was the stock in the subisdiary. After the exchange the new controlling
parites held 87.8% of the stock of the Company,
For reporting purposes, the acquisition has been treated as an acquisition of
the company by it s subsidiary (a reverse acquisition) and as a
recapitalization of the subsidiary with it s historical activity, prior to
August 31, 1996, being included in the financial statements.
Wealth International Inc.(the subsidiary) was organized in the State of Utah
on July 10, 1996 and had not established a reporting fiscal year and the
Company has a fiscal year of February 29. The statements of operations of
both companies have been combined as if each has a fiscal year February 29.
The subsidiary is in the business of a multilevel shopping organization using
the internet.
There is no additional consideration nor any contingent payments or options
specified in the acquisition agreement.
4. RELATED PARTY TRANSACTIONS
See note 3 for the acquisition of the subsidiary.
5. SUBSEQUENT EVENTS
Effective October 25, 1996, at the hour of 8:00 o'clock a.m., local time, the
outstanding common stock of the Company will be forward split on a basis of
four for one, by resolution of the Board of Directors adopted October 22,
1996.
On October 22, 1996, the Board of Directors also adopted a written
compensation agreement (the "Consultant Compensation Plan No. 1" [the "Plan"])
pursuant to which options were granted for nominal services rendered by six
individuals who were former directors or executive officers of the Company or
individual consultants to the Company (collectively, the "Consultants") to
acquire an aggregate total of 425,000 shares of the Company's common stock at
an exercise price of $2 per share. These options will be subject to
adjustments by virtue of the four for one forward split to be effective
October 25, 1996, which will result in there being a total of 1,700,000 shares
covered by these options, exercisable at a price of $0.50 per share.
On such date, the Board of Directors also resolved to issue 75,000
"unregistered" and restricted" shares of the Company's common stock to Pacific
Management Services, Ltd., which will be increased to 300,000 shares
folllowing the forward split.
Item 2. Management's Discussion and Analysis or Plan of Operation.
History
On August 27, 1996, the Company completed an acquisition of all of the
outstanding stock of Wealth International, Inc. , a Utah corporation, (the
subsidiary) in exchange for shares of the Company. The name of the
Company was then changed to "Wealth International, Inc." from "Impressive
Ventures, Ltd."
The Agreement and Plan of Exchange provided for a stock for stock
exchange in which the owners of the outstanding stock of the
subsidiary (consisting of 20,000 shares) exchanged their stock for 4,200,000
newly issued restricted common shares of the "Company". After the
completion of the exchange, the subisidiary was wholly-owned by the Company
and the Company's only asset was the stock in the subsidiary. Following the
exchange, the new controlling parties held 98.8% of the stock of the
Company.
For reporting purposes, the acquisition has been treated as an acquisition of
the Company by the subsidiary (a reverse acquisition) and as a
recapitalization of the subsidiary with it s historical activity, prior to
August 31, 1996, being included in the financial statements.
The subsidiary was organized in the State of Utah on July 10, 1996, for the
purpose of continuing an existing business of a multilevel shopping
organization using the Internet.
There is no additional consideration nor any contingent payments or options
specified in the Agreement and Plan of Exchange.
Description of Business
The subsidiary owns a Virtual Mall on the world wide web that operates
through an independent sales force and offers one touch shopping for a variety
of name brand products at very competitive prices.
This marketing approach was developed after 25 years of marketing
experience and many years of importing through contractual arrangements with
some of the worlds largest manufacturers and importing companies.
The subsidiary utilizes single-link distribution to provide its clients
with national and world wide Internet exposure.
Management believes that shopping by the Internet will become a major
economic force in the future and that the revenues of the subsidiary, which
amounts to $220,362 for the last one and one half months, will show
substantial increase during the next year.
Liquidity and Capital Resources
At August 31, 1996, the Company had liabilities of $1,600 which will be
satified by additional capital contributions by the stockholder's of the
Company.
At August 31, 1996, the the subsidiary had sufficient cash with which to
pay its obligations. Management believes that the subsidiary will continue
to maintain adequate cash and other current assets to satisfy its
liabilities.
Results of Operations
The Company has had no operations during the last quarter and has no
plans to establish any operations in the future.
The subsidiary is in the beginning stages of its operations on the
Internet and shows a net profit of $2,903 on a volume of $220,362 for the one
and one half months period. Management projects a substantial increase in the
net profits for the coming year.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) EXHIBIT EXHIBIT NUMBER
Financial Data 27
Schedule
(b) Reports on Form 8-K
A Form 8-K Current Report dated August 27, 1996, is being filed
simultaneously with this Report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
WEALTH INTERNATIONAL, INC.
Date: 10/22/96 By /s/ Ronald A. Nilsson
President/Director
Date: 10/22/96 /s/ Richard T. Smith
Chief Financial Officer/
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793981
<NAME> WEALTH INTERNATIONAL, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> AUG-31-1996
<CASH> 101455
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 103230
<PP&E> 37545
<DEPRECIATION> 0
<TOTAL-ASSETS> 140775
<CURRENT-LIABILITIES> 50383
<BONDS> 0
0
0
<COMMON> 4245
<OTHER-SE> 3303
<TOTAL-LIABILITY-AND-EQUITY> 140775
<SALES> 0
<TOTAL-REVENUES> 220362
<CGS> 0
<TOTAL-COSTS> 217459
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2903
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
