UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1997
----------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to__________
Commission File Number 033-05844-NY
-----------------
WEALTH INTERNATIONAL, INC.
-------------------------------
(Name of small business issuer in its charter)
Nevada 87-0443026
---------------------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
5152 North Edgewood Drive, Suite 250, Provo, Utah 84604
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 426-1500
----------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares outstanding of the issuer's common stock as of
October 15, 1997 was 13,520,766 shares.
Transitional Small Business Disclosure Format (Check one):Yes[ ] No [X]
WEALTH INTERNATIONAL, INC.
-------------------------------
FORM 10-QSB SECOND QUARTER OF FISCAL YEAR ENDING FEBRUARY 28, 1998
TABLE OF CONTENTS
Page
------
PART I. FINANCIAL INFORMATION 1
ITEM 1. FINANCIAL STATEMENTS: 1
CONSOLIDATED BALANCE SHEETS 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED STATEMENTS OF CASH FLOWS 4
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II. OTHER INFORMATION 8
ITEM 1. LEGAL PROCEEDINGS 8
ITEM 2. CHANGES IN SECURITIES 9
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 9
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 9
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim financial statements presented in this Form 10-QSB are
unaudited and have been prepared in accordance with generally accepted
accounting principles for interim financial statements and with the
instructions to Form 10-QSB. Therefore, such financial statements do not
include all of the information and footnotes required for complete audited
financial statements. The unaudited financial statements presented herein
should be read in conjunction with the audited financial statements and
related notes contained in the Company's annual report on Form 10-KSB for the
year ended February 28, 1997.
In the opinion of management, the unaudited consolidated financial
statements presented herein contain all adjustments, consisting only of normal
recurring adjustments, necessary to fairly present the Company's financial
condition as of August 31, 1997 and February 28, 1997, and the results of
operations for the three month periods ended August 31, 1997 and 1996. Such
unaudited interim financial statements should be read in conjunction with the
accompanying explanatory notes. The results of operations for the three month
period ended August 31, 1997 may not be indicative of the results that may be
expected for the fiscal year ending February 28, 1998.
WEALTH INTERNATIONAL, INC.
Consolidated Balance Sheet (Unaudited)
August 31, 1997 and February 28, 1997
ASSETS
August 31, 1997 February 28, 1997
---------------- -----------------
CURRENT ASSETS:
Cash and cash equivalents $ 5,525 $ 78,959
Inventories 64,274 11,988
Prepaid expenses
---------------- -----------------
Total current assets 69,799 90,947
PROPERTY AND EQUIPMENT, AT COST, NET 351,145 112,145
OTHER ASSETS 213,374 61,275
---------------- -----------------
$ 634,318 $ 264,367
================ ==================
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 157,476 $ 61,614
Related party notes payable 11,617 61,617
Accrued liabilities 259,302 155,576
Deferred revenue 518,251 353,307
---------------- ------------------
Total current liabilities 946,646 632,114
COMMITMENT AND CONTINGENCIES - -
STOCKHOLDERS' DEFICIT
Common stock; $0.001 par value
Authorized 500,000,000 shares
Issued and outstanding 13,417,776 on
August 31, 1997; 11,934,956 on
February 28, 1997 13,418 11,935
Capital in excess of par value 1,020,114 468,954
Accumulated deficit (1,345,859) (848,636)
---------------- ------------------
Total stockholders' deficit (312,328) (367,747)
---------------- ------------------
$ 634,318 $ 264,367
================ ==================
The accompanying notes form an integral part of these
consolidated financial statements
WEALTH INTERNATIONAL, INC.
Consolidated Statement of Operations (Unaudited)
August 31, 1997 and August 31, 1996
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended August Ended August Ended Ended
31, 1997 31, 1996 August 31, August 31,
1997 1996
(See Note 3)
<S> <C> <C> <C> <C>
Net sales $ 2,720,193 $ 486,736 $3,698,955 $ 973,472
Interest income 1,155 - 1,155 -
Cost of products sold 439,164 214,238 741,271 428,426
------------ ------------- ----------- -----------
Gross Profit 2,282,184 272,498 2,958,839 544,996
Operating expenses
Commissions 1,518,183 199,191 1,924,408 398,382
Selling, general and 901,805 196,358 1,531,654 392,716
administrative expenses ------------ ------------- ------------ -----------
Total operating expenses 2,419,988 395,549 3,456,062 791,098
------------ ------------- ------------ -----------
Loss before income tax benefit (137,804) (123,052) (497,222) (246,104)
Income tax benefit - - - -
------------ ------------- ------------ -----------
Net loss $ (137,804) $ (123,052) $ (497,222) $ (246,104)
============ ============= ============ ============
Weighted average common shares
outstanding (See Note 4) 13,407,477 11,510,956 12,916,636 11,510,956
Net loss per common share (See
Note 4) $ (0.01) $ (0.01) $ (0.04) $ (0.02)
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
WEALTH INTERNATIONAL, INC.
Consolidated Statement of Cash Flows (Unaudited)
August 31, 1997 and August 31, 1996
Six Months Ended Six Months Ended
August 31, 1997 August 31, 1996
(See Note 3)
Increase (decrease) in cash and cash
equivalents
Cash flows from operating activities
Net loss $ (497,223)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities
Depreciation and amortization 42,552
Changes in assets and liabilities
Inventories (52,286)
Prepaid expenses -
Other assets (166,564)
Accounts payable 95,862
Accrued liabilities 103,726
Deferred revenue 164,944
------------
Total adjustments 188,234
------------
Net cash provided by (used in)
operating activities (308,989)
Cash flows from investing activities
Purchase of property and equipment (286,052)
Cash flows from financing activities
Proceeds from issuance of common stock 551,607
Satisfaction of note payable (30,000)
Net cash provided by (used in)
financing activities 521,607
Net increase (decrease) in cash and cash
equivalents (73,434)
Cash and cash equivalents at beginning of year 78,959
------------
Cash and cash equivalents at end of quarter $ 5,525
============
The accompanying notes form an integral part of these
consolidated financial statements.
WEALTH INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1997, February 28, 1997 and August 31, 1996
A summary of the significant accounting policies applied in the preparation of
the accompanying unaudited consolidated financial statements follows.
1. Nature of Operations.
Wealth International, Inc., a Nevada corporation, through its wholly-
owned subsidiary, World Internet Marketplace, Inc., a Utah corporation
(collectively, the "Company"), is engaged in marketing and distributing
products and services relating to Internet commerce. The Company sells its
products and services to a network of independent distributors, who use the
products and services themselves, or sell the products and services to other
customers.
The Company's revenues are substantially derived from two categories of
products and services: (i) personal and commercial web site development and
maintenance, and related Internet training; and (ii) merchandise sales from
the Company's Internet-based virtual "mall" or "department store" (orders for
merchandise on the Company's virtual "mall" are generally fulfilled by
shipment direct from the manufacturer or wholesaler to the customer).
2. Organization.
On August 27, 1996, the stockholders of Impressive Ventures, Inc. (the
former name of the Company), a non-operating, developmental stage company,
approved an agreement whereby the stockholders of Wealth International, Inc.,
a Utah corporation ("Wealth Utah"), obtained a controlling interest in the
Company. This transaction was treated as an acquisition of the Company by
Wealth Utah, and as a recapitalization of Wealth Utah. Under the agreement,
the stockholders of Wealth Utah exchanged all of their shares in Wealth Utah
for 16,800,000 shares of the Company, after the effects of a 250 for 1 reverse
stock split and a 4 for 1 forward stock split. In October 1996, the
stockholders of Wealth Utah returned 5,791,020 shares to the Company,
resulting in net holdings by such stockholders of 11,008,980 shares of the
Company's common stock.
The Company had essentially no assets or operations prior to the above-
referenced acquisition. Wealth Utah was established in November 1995 as a
partnership. It was incorporated in July 1996.
After the transaction was completed, the Company changed its name to
Wealth International, Inc., a Nevada corporation, and the operating subsidiary
(Wealth Utah) subsequently changed its name to World Internet Marketplace,
Inc. The unaudited consolidated financial statements include the accounts of
Wealth International, Inc. and its wholly-owned subsidiary. All material
inter-company accounts and transactions have been eliminated.
3. Use of Estimates.
In preparing the Company's financial statements, management is required
to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at the
date of the financial statements, and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
In particular, the financial information for the three and six month
periods ended August 31, 1996 presented in the statements of operations
included herewith, is based entirely on estimates of quarterly operating
results derived from the Company's audited financial statements for the fiscal
year ended February 28, 1997. Accordingly, financial information regarding
cash flows for the six month period ended August 31, 1996 has not been
included herewith.
4. Net Loss Per Share.
Net loss per share is computed based on the weighted average number of
common shares outstanding during the periods presented assuming that the
Company's recapitalization and acquisition of Wealth Utah, and the resultant
issuance of a net amount of 11,008,980 shares of the Company's common stock
occurred as of January 1, 1996.
5. Income Taxes.
The Company utilizes the liability method of accounting for income taxes.
Under the liability method, deferred tax assets and liabilities are determined
based on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. An allowance against
deferred tax assets is recorded when it is more likely than not that such tax
benefits will not be realized.
6. New Accounting Standards.
The Company is required to adopt Statement of Financial Accounting
Standards No. 128 ("SFAS 128"), Earnings Per Share, during the fourth quarter
of its fiscal year ending February 28, 1998. SFAS 128 specifies the
computation, presentation and disclosure requirements for earnings per share.
The Company does not believe that the adoption of SFAS 128 will have a
material effect on the Company's method of calculation or display of earnings
per share amounts.
7. Certain Transactions.
In August 1997, the Company acquired, pursuant to a license agreement
and purchase agreement, certain software assets. Such software assets involve
Internet commerce solution applications, including foundational software for
the Company's Internet mall, and a web page design system. The total price
paid by the Company, including license fees, was $85,000.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations for Periods Ended August 31, 1997 Compared
----------------------------------------------------------------
to Periods Ended August 31, 1996
---------------------------------
Net sales increased 396% and 280% to $2,720,193 and $3,698,955 from
$486,736 and $973,472 for the three and six month periods ended August 31,
1997, respectively, compared with the same periods in the Company's fiscal
year ended February 28, 1997 (FY1997). This increase in net sales is
primarily attributable to continued growth in the Company's independent
distributor base, which has correspondingly resulted in increased sales of the
Company's Internet-related products, including web page design services. In
addition, sales of products offered on the WI Mall increased with improvements
to the functionality of the WI Mall user interface.
The Company's cost of sales as a percentage of net sales has decreased
for the three and six month periods ended August 31, 1997 decreased to 16% and
20%, respectively, from 44% for both of the same periods ended August 31,
1996. In general, such decrease was due to improved efficiency of operations
resulting mainly from economies of scale in production and distribution of the
Company's products and services arising from increased sales volume.
Distributor commissions of $1,518,183 (56% of net sales) and $1,924,408
(52% of net sales) paid during the three and six month periods ended August
31, 1997, respectively, represented an increase of $1,318,992 and $1,526,026
from $199,191 (41% of net sales) and $398,382 (41% of net sales) paid in the
same periods of FY1997. The significant rise in distributor commissions was
primarily due to significant increases in the number of the Company's
distributors and a corresponding increase in the total volume of products and
services sold. In addition, sales of products and services with higher
commission rates have increased in the first two quarters of the Company's
fiscal year ending February 28, 1998 (FY1998). The Company's distributors are
paid commissions on a weekly basis based on the volume of sales generated by
their independent distribution network and through their Internet web sites.
Selling, general and administrative expenses (excluding distributor
commissions) during the three and six month periods ended August 31, 1997
totaled $901,805 (33% of net sales) and $1,513,654 (41% of net sales),
respectively, compared to $196,358 (40% of net sales) and $392,716 (40% of net
sales) for the same period of FY1997. The increase of 359% in selling,
general and administrative expenses between the three month period ended
August 31, 1997 and the three month period ended August 31, 1996 primarily
resulted from costs arising from an increased demand for customer service
personnel and computer programming personnel, and related costs for necessary
office facilities, to meet the needs of the growing number of the Company's
distributors. The Company expects that selling, general and administrative
expenses will continue to grow in keeping with increased sales of the
Company's products and services.
Net loss for the three and six month periods ended August 31, 1997 was
$137,804 and $497,222, respectively, compared with a net loss of $123,052 and
$246,104 for the same periods ended August 31, 1996. Such net loss
represented a 12% and 102% greater loss in the three and six month periods
ended August 31, 1997, respectively, than the same periods ended August 31,
1996. The Company increased net loss is primarily due to continued
development of the Company's computer network and Internet infrastructure,
including Internet-related software applications. Net loss per share during
the second quarter of the Company's FY1998 was $(0.01).
Liquidity and Capital Resources
-------------------------------
At August 31, 1997, current assets of the Company totaled approximately
$69,799 and current liabilities were approximately $946,646. The Company's
current ratio at August 31, 1997 was .07 to 1, compared to .14 to 1 at the end
of FY1997. The decrease in current ratio primarily results from capital
expenditures for computer equipment, related software applications, and
related technology.
As of August 31, 1997, the Company's primary source of liquidity was
revenues generated by continuing operations. The Company believes that such
revenues will be sufficient to satisfy the Company's cash needs for working
capital and capital expenditures until August 31, 1998. However, any
projections of future cash needs and cash flow are subject to substantial
uncertainty. If cash generated from continuing operations is insufficient to
satisfy the Company's liquidity requirements, the Company may be required to
sell additional equity securities. Such a sale of additional equity
securities would result in additional dilution to the Company's existing
shareholders. There can be no assurance that additional financing, if
required, will be available to the Company on favorable terms.
Forward Looking Statements
--------------------------
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, new products and various other matters. Such forward-looking
statements reflect the current views of management with respect to future
events and financial performance. The Private Securities Litigation Reform
Act of 1995 provides a "safe harbor" for such forward-looking statements. In
order that any of the Company's forward-looking statements fall within such
safe harbor, the Company notes that certain risks and uncertainties could
cause actual results to differ substantially from anticipated results. Such
risks and uncertainties include, without limitation, the performance of the
Company's independent distributors, the uncertain future of the Internet and
online commerce, capacity constraints on the Company's computer network and
related risks of system failure, and existing and potential governmental
regulation affecting the Internet and the network marketing industry.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
In August 1997, the Knight Adjustment Bureau ("Knight") filed a lawsuit
against Richard Smith, dba Wealth International, in the Fourth District Court
for Utah County, alleging that Knight was assigned a claim by Touchfon
International, and further alleging that Richard Smith, dba Wealth
International, owes approximately $5,500 for certain telephone services under
a contract with Touchfon International. The Company's subsidiary, WI
Marketplace, Inc., successor to Wealth International, Inc., a Utah
corporation, filed an answer and counterclaim on September 4, 1997. At
present, Knight has not replied to the Company's answer and counterclaim.
However, if Knight pursues the matter, the Company intends to vigorously
defend the lawsuit. There can be no assurance that the Company will succeed
in its defense of this matter.
Other than as described in this Part II, Item 1, the Company is not a
party to any material litigation or proceedings.
Item 2. Changes in Securities.
There were no changes in the instruments defining the rights of holders
of any class of the Company's securities during the fiscal quarter ended
August 31, 1997.
Item 3. Defaults Upon Senior Securities.
There were no defaults in payments of this type during the reporting
period.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of the Company's security holders
during the three month period ended August 31, 1997.
Item 5. Other Information.
None.
Item 6. Exhibits and Other Reports on Form 8-K.
(a) Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) During the quarter ended August 31, 1997, the Company filed no reports
on Form 8-K.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WEALTH INTERNATIONAL, INC.
Date: October 14, 1997 /s/ Daniel G. Lloyd
----------------- ----------------------
Daniel G. Lloyd, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Financial Data Schedule contains summary information extracted from the
Company's unaudited financial statements for the six month period ended August
31, 1997. Information contained in this Financial Data Schedule is qualified
in its entirety by reference to such unaudited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> AUG-31-1997
<CASH> 5,525
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 64,274
<CURRENT-ASSETS> 69,799
<PP&E> 398,197
<DEPRECIATION> 47,052
<TOTAL-ASSETS> 634,318
<CURRENT-LIABILITIES> 946,646
<BONDS> 0
0
0
<COMMON> 13,418
<OTHER-SE> (325,745)
<TOTAL-LIABILITY-AND-EQUITY> 634,318
<SALES> 2,720,193
<TOTAL-REVENUES> 2,721,348
<CGS> 741,271
<TOTAL-COSTS> 4,197,333
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (497,222)
<INCOME-TAX> 0
<INCOME-CONTINUING> (497,222)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (497,222)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> (.04)
</TABLE>
