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, 1998
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[ ] 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
WORLD INTERNETWORKS, INC.
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(Name of small business issuer in its charter)
Nevada 87-0443026
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(State of incorporation) (I.R.S. Employer Identification No.)
5152 North Edgewood Drive, Suite 250, Provo, Utah 84604
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(Address of principal executive offices) (zip Code)
Issuer's telephone number (801) 426-1500
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Check whether the issuer (1) filed all reports required to be filod 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
13, 1998 was 13,514,376 shares.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
<PAGE>
WORLD INTERNETWORKS, INC.
FORM 10-QSB SECOND QUARTER OF FISCAL YEAR ENDING FEBRUARY 28, 1999
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 6
PART II. OTHER INFORMATION 7
ITEM 1. LEGAL PROCEEDINGS 7
ITEM 2. CHANGES IN SECURITIES 8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS 8
ITEM 5. OTHER INFORMATION 8
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 8
SIGNATURES
PART 1. 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,
1998.
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, 1998 and February 28, 1998, and the results of operations for
the three and six month periods ended August 31, 1998 and 1997. Such unaudited
interim financial statements should be read in conjunction with the
accompanying explanatory notes. The results of operations for the three and
six months periods ended August 31, 1998 may not be indicative of the results
that may be expected for the fiscal year ending February 28, 1999.
<PAGE>
<TABLE>
WORLD INTERNETWORKS, INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
AUGUST 31,1998 AND FEBRUARY 28,1998 (FISCAL YEAR END)
<CAPTION>
ASSETS
31-Aug-98 February 28, 1998
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 6,311 $126,029
Accounts receivable 36,656 223,853
Inventories 33,438 103,955
Prepaid expenses 3,000 -
Total current assets 79,405 453,837
PROPERTY AND EQUIPMENT, AT COST, NET 541,238 519,704
OTHER ASSETS 13,017 103,811
$ 633,660 $ 1,077,352
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable $ 850,209 $ 402,832
Notes payable 109,126 33,128
Current maturities of capital
lease obligations 5,134 5,134
Accrued liabilities 151,650 404,525
Deferred revenue 857,000 730,577
Total current liabilities 1,973,119 1,576,196
CAPITAL LEASE OBLIGATIONS, less current
maturities 9,902 11,186
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' DEFICIT
Common stock; $0.001 par value
Authorized 500,000,000 shares
Issued and outstanding 13,514,376 on
August 31, 1998 and 13,300,956 on
February 28, 1998 13,644 13,301
Capital in excess of par value 1,262,775 1,088,318
Employee note receivable (77,500) (78,897)
Treasury stock, at cost (3,186) (3,186)
Accumulated deficit (2,545,094) (1,529,566)
(1,349,361) (510,030)
$633,660 $ 1,077,352
</TABLE>
The accompanying notes are an integral part of these statements
<TABLE>
WORLD INTERNETWORKS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
AUGUST 31,1998 AND AUGUST 31,1997
<CAPTION>
Three Months Three Months Six Months Six Months
Ended August Ended August Ended August Ended August
31,1998 31,1997 31,1998 31,1997
<S> <C> <C> <C> <C>
Net sales $906,647 $2,720,193 $2,168,965 $3,698,955
Interest income - 1,155 - 1,155
Cost of products sold 313,059 439,164 586,622 741,271
Gross Profit 593,588 2,383,284 1,582,343 2,958,839
Operating expenses
Commissions 243,360 1,518,183 760,394 1,924,408
Selling, general and
administrative
expenses 1,068,467 901,805 1,839,229 1,531,654
Total operating
expenses 1,311,827 2,419,988 2,599,623 3,456,062
Loss before income
tax benefit (718,239) (137,804) (1,017,280) (497,222)
income tax benefit - - - -
Net loss (718,239) (137,804) (1,017,280) (497,222)
Weighted average common
shares outstanding 13,514,376 13,407,477 13,514,376 12,916,636
Loss per common share ($0.05) ($0.01) ($0.08) ($0.04)
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<TABLE>
WORLD INTERNETWORKS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
AUGUST 31,-1998 AND AUGUST 31, 1997
<CAPTION>
Six Months Ended Six Months Ended
August 31, 1998 August 31, 1997
<S> <C> <C>
Increase (decrease) in cash and cash
equivalents:
Cash flows from operating activities:
Net loss ($1,017,280) ($497,223)
Adjustments to reconcile net loss
to net cash provided
by (used in) operating activities
Depreciation and amortization 102,502 42,552
Changes in assets and liabilities
Inventories 70,517 (52,286)
Accounts receivable 187,197
Prepaid expenses (3,000)
Other assets 90,794 (166,564)
Accounts payable 447,376 95,862
Accrued liabilities (252,874) 103,726
Deferred revenue 126,423 164,944
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Total adjustments 768,935 188,234
Net cash provided by (used in)
operating activities (248,345) (308,989)
Cash flows from investing activities:
Purchase of property and equipment (119,494) (286,052)
Cash flows from financing activities:
Proceeds from issuance of common stock 174,800 551,607
Proceeds from notes payable 109,128
Satisfaction of note payable (33,128) (30,000)
Proceeds from employee note receivable 1,397
Reduction of lease obligation principal
balance (1,284)
Net cash provided by (used in)
financing activities 250,913 521,607
Net increase (decrease) in cash and
cash equivalents (119,718) (73,434)
Cash and cash equivalents at beginning
of year 126,029 78,959
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Cash and cash equivalents at the end
of the six months $6,311 $5,525
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
WORLD INTERNETWORKS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1998, February 28, 1998 and August 31, 1997
A summary of the significant accounting policies applied in the preparation of
the accompanying unaudited consolidated financial statements follows.
1. Nature of Operations.
World InterNetworks, Inc., a Nevada corporation, has three wholly-owned
subsidiaries, World Internet Marketplace, Inc., (WIM) a Utah corporation, is
engaged in marketing and distributing products and services relating to
Internet commerce. Global Wholesale Exchange, Inc., (GWE) a Utah corporation,
which commenced operations in June, 1998, provides wholesale goods to
consumers via internet and fax notification, and Global Media, Inc., which
commenced operations in June, 1998, a Utah corporation (DBA as the Institution
for Financial Independence), which performs seminars that sell WIM and GWX
products. Collectively, World InterNetworks, Inc., and the three wholly-
owned subsidiaries are referred to as the Company.
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
11,008,980 common shares of the Company, after the effects of a 250 for 1
reverse stock split and a 4 for 1 forward stock split.
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. Wealth Nevada changed its name to World InterNetworks in January, 1998 to
more accurately reflect the nature of the Company's business. The unaudited
consolidated financial statements include the accounts of World InterNetworks,
Inc. and its wholly-owned subsidiary. All material intercompany accounts and
transactions have been eliminated.
3. Pro Forma Financial Information.
The Company's main subsidiary, World Internet Marketplace, Inc., operated for
federal and state income tax purposes as a partnership from inception in
November 1995 to its incorporation in July 10, 1996. During such time,
the subsidiary's operating results were or will be taxed, with certain
exceptions, for federal and certain state income tax purposes directly to the
partners of such partnership, rather than to the Company. The proforma
financial information contained in the unaudited financial statements herein
is presented to show the effects on the historical financial information had
the Company's subsidiary had not been treated as a partnership for income tax
purposes for the periods mentioned above. Because the Company has elected
not to record a deferred tax benefit during the quarter ended August 31, 1998,
the pro forma financial information is the same as the historical loss before
income tax benefit.
4. 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.
5. 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.
6. New Accounting Standards.
Earnings Per Share. In February 1997, the Financial Accounting Standards Board
("FASB") issued Statement of Financial Accounting Standards No. 128 ("SFAS
128"), "Earnings Per Share." SFAS 128 eliminates the presentation of primary
earnings per share ("EPS") and requires the presentation of basic EPS, which
includes no common stock equivalents and thus no dilution. The statement also
eliminates the modified treasury stock method of computing potential common
shares. This statement is effective for financial statements issued for
periods ending after December 15, 1997. This statement was adopted during
FY1998 and has no effect on the financial statements.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations for Period Ended August 31, 1998
For the fiscal year ended February 28, 1998, 69% of the Company's revenues
were generated from a single independent distributor. In June, 1998, the
Company elected to cease operations with this distributor. The Company
established Global Media, Inc. to replace the services performed by the major
independent distributor. The termination of the relationship with the
independent distributor and the resulting transition resulted in a significant
reduction in revenue without a commensurate reduction in expenses.
The Company established Global wholesale Exchange, Inc. in June, 1998.To
date, Global Wholesale Exchange, Inc. has not generated significant revenues
or operating costs.
Liquidity and Capital Resources
The Report of Independent Certified Public Accountants as of February 28
1998 and the year then ended, expressed substantial doubt about the Company's
ability to continue as a going concern. Large operating losses and negative
working capital were cited as the basis for the "going concern" opinion. The
continued significant losses have worsened working capital to the point of
significantly impairing operations. The Company requires a significant
infusion of working capital. The Company is presently negotiating with a
variety of sources to obtain working capital. There can be no assurance that
the company will be successful in raising the necessary working capital to
continue operations.
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 February 1998, World Internet Marketplace, Inc. filed a complaint in the
Fourth District Court for Utah County, alleging of fiduciary duty, conversion,
tortuous interference with economic relations, and violation of the Utah
Uniform Trade Secrets Act against three former employees of the Company. The
claims resulted from certain commission practices and discussions with
competitors engaged in by the former employees. Defendants filed an answer in
March of 1998 in which no counterclaim was asserted. The matter is still
pending.
A disagreement exists between the Company and a discontinued distributor
relating to commissions. To date there has been no litigation filed regarding
these commissions or relating to potential refunds. The company is negotiating
with the former distributor but there can be no assurances that material
litigation involving commissions or refunds will not be filed. other than as
described herein, the Company is not a party to any other litigation or other
legal proceeding or investigation that is expected to have a material adverse
effect on its financial condition or results of operations.
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,
1998.
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, 1998.
Item 5. Other Information.
None.
Item 6. Exhibitsand Other Reports on Form 8-K.
(a) Exhibit
No. Description
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(b) During the quarter ended August 31, 1998, the Company filed no reports on
Form 8-K.
SIGNATURE
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.
WORLD INTERNETWORKS, INC.
Date: October 13, 1998 /S/ Ronald A. Nilsson
Ronald A. Nilsson, Chief Executive Officer
This Financial Data Schedule contains summary information extracted from the
Company's unaudited financial statements for the six month period ended August
31, 1998. Information contained in this Financial Data Schedule is qualified
in its entirety by reference to such unaudited financial statements.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793981
<NAME> WEALTH INTERNATIONAL, INC.
<S> <C>
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