<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 May 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.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompany 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 balance sheet of the Company as of May 31, 1996, and
the related audited balance sheet of the Company as of February 29, 1996, the
unaudited related statements of operations and cash flows for the three month
period ended May 31, 1996 and 1995, and from inception (March 17, 1986)
through May 31, 1996 and the unaudited statement of stockholders' equity for
the period from inception (March 17, 1986) through May 31, 1996, are attached
hereto and incorporated herein by this reference.
Operating results for the quarter ended May 31, 1996, are not
necessarily indicative of the results that can be expected for the year ending
February 28, 1997.
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<TABLE>
<CAPTION>
IMPRESSIVE VENTURES, LTD
(A Development Stage Company)
BALANCE SHEETS
ASSETS
May 31, February 29,
1996 1996
<S> <C> <C>
CURRENT ASSETS
Cash $ 0 $ 0
Total Current Assets $ 0 $ 0
LIABILITIES
CURRENT LIABILITIES
Accounts payable $ 1,600 $ 1,600
Total Current Liabilities 1,600 1,600
STOCKHOLDERS' EQUITY
Common stock
500,000,000 shares authorized, at $0.001
par value; 11,375,000 shares issued and
outstanding 11,375 11,375
Capital in excess of par value 528,772 528,772
Deficit accumulated during the
development stage (541,747) (541,747)
Total Stockholders Deficiency (1,600) (1,600)
$ 0 $ 0
</TABLE>
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<TABLE>
<CAPTION>
IMPRESSIVE VENTURES, LTD
(A Development Slage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months March 17. 1986
Ended May 31, (Date of Inception)
1996 1995 to May 31, 1996
<S> <C> <C> <C>
REVENUE $ 0 $ 0 $ 14,848
EXPENSES $ 0 $ 0 $ 556,595
NET LOSS $ 0 $ 0 $(541,747)
NET INCOME (LOSS) PER SHARE $ 0 $ 0
</TABLE>
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<TABLE>
IMPRESSIVE VENTURES, LTD
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from March 17, 1986 (Date of Inception)
to May 31, 1996
<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)
Balance May 31, 1996 11,375,000 $11,375 $528,772 $(541,747)
</TABLE>
<PAGE>
<TABLE>
IMPRESSIVE VENTURES, LTD
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<CAPTION>
For the Three Months March 17, 1986
Ended May 31, (date of Inception)
1996 1995 to May 31, 1996
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ 0 $ 0 $ (541,747)
Adjustments to reconcile net loss
to net cash provided by operating
activities:
Common stock issued for services 0 0 15,000
Increase in accounts payable 0 0 1,600
Net Cash Used by Operating Activities: 0 0 (525,177)
CASH FLOWS FROM INVESTING ACTIVITIES:
0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributed by stockholders 0 0 4,675
Issuance of common stock for cash 0 0 520,472
(Decrease) Increase in cash 0 0 0
Cash at Beginning of Period 0 0 0
Cash at End of Period $ 0 $ 0 $ 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 14, 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)
</TABLE>
<PAGE>
IMPRESSIVE VENTURES, LTD
(A Development Stage Company)
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.
Since the recission of the Louis Siegal agreement, the Company has been
inactive.
The Company has been in the development stage since inception and has been
engaged in the activity of seeking business opportunities.
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, 1995, the Company had a net operating loss (NOL) carry forward
totaling $540,147. 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. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, which will enable the Company to continue operations into the
future.
The Company recognizes that, if it is unable to raise additional capital, it
cannot conduct operations in the future.
Item 2. Management's Discussion and Analysis or Plan of Operation.
Ability of the Company to Continue
The Company has had a net operating loss carryforward of $540,147 since
inception and has no working capital. The Company will need working capital
in order to continue as a going concern and the management believes they can
accomplish this objective through additional equity funding however there is
no assurance that the Company will be able to obtain this objective.
Liquidity and Capital Resources
At May 31, 1996, the Company had no assets and $1,600 in liabilities.
Results of Operations
The Company has had no operations during this reporting period.
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 By /s/ Richard T. Smith
Chief Financial Officer/
Director
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793981
<NAME> WEALTH INTERNATIONAL, INC.
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> MAY-31-1996
<CASH> 0
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<ALLOWANCES> 0
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0
0
<COMMON> 11375
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