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 May 31, 1998
-----------------
[ ] 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.
-------------------------------------
(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 July
13, 1998 was 13,704,376 shares.
Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]
WORLD INTERNETWORKS, INC.
FORM 10-QSB FIRST 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 8
PART II. OTHER INFORMATION 10
ITEM 1. LEGAL PROCEEDINGS 10
ITEM 2. CHANGES IN SECURITIES 10
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES
HOLDERS 10
ITEM 5. OTHER INFORMATION 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES
<PAGE>
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, 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 May 31, 1998 and February 28, 1998, and the results of
operations for the three month periods ended May 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
months period ended May 31, 1998 may not be indicative of the results that may
be expected for the fiscal year ending February 28, 1999.
<PAGE>
WORLD INTERNETWORKS, INC.
Consolidated Balance Sheet (Unaudited)
For the three months ended May 31, 1998
and fiscal year ended February 28, 1998
ASSETS
May 31, 1998 February 28, 1998
------------ ------------------
CURRENT ASSETS:
Cash and cash equivalents $ 68,914 $ 126,029
Accounts receivable 71,552 223,853
Inventories 183,438 103,955
Prepaid expenses 3,000 ------------
------------
Total current assets 326,904 453,837
PROPERTY AND EQUIPMENT, AT COST, NET 503,859 519,704
OTHER ASSETS 108,211 103,811
------------ ------------
$ 955,974 $ 1,077,352
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 485,808 $ 402,832
Notes payable 59,128 33,128
Current maturities of capital
lease obligation 5,134
Accrued liabilities 270,455 404,525
Deferred revenue 826,705 730,577
----------- -------------
Total current liabilities 1,642,096 1,576,196
COMMITMENT AND CONTINGENCIES
CAPITAL LEASE OBLIGATIONS 11,186
STOCKHOLDERS' DEFICIT
Common stock; $0.001 par value
Authorized 500,000,000 shares
Issued and outstanding 13,514,376 on
May 31, 1998; 13,300,956 on February
28, 1997 13,514 13,301
Capital in excess of par value 1,207,905 1,088,318
Employee note receivable (77,500) (78,897)
Treasury stock, at cost (3,186) (3,186)
Accumulated deficit (1,826,855) (1,529,566)
Total stockholders' deficit (686,122) (510,030)
----------- -----------
$ 955,974 $1,077,352
=========== ===========
The accompanying notes form an integral part of these consolidated financial
statements.
<PAGE>
WORLD INTERNETWORKS, INC.
Consolidated Statement of Operations (Unaudited)
For the three months ended May 31, 1998 and May 31, 1997
May 31, 1998 May 31, 1997
--------------- --------------
Net sales $ 1,262,318 $ 978,762
Cost of products sold 273,563 302,108
--------------- --------------
Gross profit 988,755 676,654
Operating expenses
Commissions 517,033 406,225
Selling, general and administrative expenses 770,763 629,849
--------------- ---------------
Total operating expenses 1,287,796 1,036,074
--------------- --------------
Loss before income tax benefit (299,041) (359,419)
Income tax benefit - -
--------------- ---------------
Net loss $ (299,041) $ (359,419)
=============== ===============
Weighted average common shares outstanding 13,407,666 12,666,164
Net loss per common share $ (0.02) $ (0.03)
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
WORLD INTERNETWORKS, INC.
Consolidated Statement of Cash Flows (Unaudited)
For the three months ended May 31, 1998 and May 31, 1997
<TABLE>
<CAPTION>
May 31, 1998 May 31, 1997
--------------- ---------------
<S> <C> <C>
Increase (decrease) in cash and cash equivalents
Cash flows from operating activities
Net loss $ (299,041) $ (359,419)
Adjustments to reconcile net loss to net
cash provided by (used in) operating
activities
Depreciation and amortization 50,892 21,092
Changes in assets and liabilities
Inventories (79,483) 4,128
Accounts receivable 153,699
Prepaid expenses (3,000) -
Other assets (21,400) (31,568)
Accounts payable 82,975 44,498
Accrued liabilities (122,638) 40,051
Deferred revenue 96,128 (129,458)
--------------- ---------------
Total adjustments 157,173 (51,257)
--------------- ---------------
Net cash provided by (used in)
operating activities (121,675) (410,676)
Cash flows from investing activities
Purchase of property and equipment (35,046) (190,033)
Cash flows from financing activities
Proceeds from issuance of common stock 119,800 537,586
--------------- ---------------
Net increase (decrease) in cash and
cash equivalents (57,114) (63,123)
Cash and cash equivalents at beginning of quarter 126,029 78,959
--------------- ---------------
Cash and cash equivalents at end of quarter $ 68,915 $ 15,836
=============== ===============
The accompanying notes form an integral part of these consolidated financial
statements.
</TABLE>
<PAGE>
WORLD INTERNETWORKS, INC.
NOTES TO UNAUDITED CONSOLDATED FINANCIAL STATEMENTS
May 31, 1998, February 28, 1998 and May 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, 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
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 inter-
company accounts and transactions have been eliminated.
<PAGE>
3. Pro Forma Financial Information.
The Company's 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 pro forma 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 May 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.
7. Related Party Transactions.
During the quarterly period ending May 31, 1996, the Company received loans
from Richard Smith and Ron Nilsson, both directors of the Company, and from
their relatives. Amounts received by the Company from such persons bear
interest at standard rates.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations for First Quarter of Fiscal Year Ending February 28,
- --------------------------------------------------------------------------
1999 (FY1998) Compared to First Quarter of Fiscal Year Ended February 28,
- -------------------------------------------------------------------------
198 (FY1997)
- ------------
Net sales increased 31% to $1,282,318 from $978,762 for the three months
ended May 31, 1998 compared with the same period in FY1998. This increase in
net sales is primarily attributable to the growth in the Company's independent
distributor base.
The Company's cost of sales as a percentage of net sales has decreased
for the three month period ended May 31, 1998 to 22% of net sales as compared
to 31% of net sales for the three months ended May 31, 1997. The improvement
was due primarily to increased efficiency of operations resulting mainly from
economies of scale in production of the Company's products and services
arising from increased sales volume.
Distributor commissions of $517,033 (41% of net sales) paid during the
three months ended May 31, 1997 represented an increase of $110,808 from
$406,225 (42% of net sales) paid in the same period of FY1998. The increase
in distributor incentives was primarily due to an increased number of
distributors and a corresponding increase in the total volume of products and
services sold by the Company. The Company's distributors are paid commissions
based on the volume of sales generated by their independent distribution
network and through their Internet web sites. Commissions are paid on weekly
basis.
Selling, general and administrative expenses (excluding distributor
commissions) during the three months ended May 31, 1998 totaled $770,763 or
61% of net sales, compared to $629,849 or 64% of net sales for the same period
of FY1998. The increase of 22% in selling, general and administrative
expenses primarily resulted from an increased need for customer support
services and office facilities to meet the demands of increased sales volume
and the increase in the number of the Company's distributors. The Company
expects that selling, general and administrative expenses will continue to
grow in keeping with an increase in sales of the Company's products and
services.
Net loss for the three month period ended May 31, 1998 was $299,041,
compared with a net loss of $359,419 for the three month period ended May 31,
1997, or a 17% lower net loss. The decrease in net loss is primarily
attributable to lower costs incurred by the Company in continuing to develop
and build the Company's computer network and Internet infrastructure, and
development costs related to maintenance of and improvements to the Company's
Internet site on the World Wide Web. Net loss per share during the first
quarter of the Company's FY1999 was $(0.02).
Liquidity and Capital Resources
--------------------------------
At May 31, 1998, current assets of the Company totaled approximately
$326,904 and current liabilities were approximately $1,642,096. The Company's
current ratio at May 31, 1998 was .20 to 1, compared to .29 to 1 at the end of
FY1998.
As of May 31, 1998, 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 May 31, 1999. 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 February 1998, World Internet Marketplace, Inc. filed a complaint in
the Fourth District Court for Utah County, alleging of fiduciary duty,
conversion, tortious 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.
In March 1998, Paulette Arnold, a private citizen, filed a complaint
against World Internet Marketplace, Inc. in Knoxville County, Tennessee,
alleging an undetailed claim of breach of contract by World Internet
Marketplace, Inc. in the amount of $ 2,670. The matter was settled susequent
to the end of the first quarter FY1999 for less than the amount claimed.
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,
nor are any such proceedings known or contemplated
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 May
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 May 31, 1998.
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 May 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.
July 15, 1998 /s/ Ronald A. Nilsson
Date: ________________ _________________________________________
Ronald A. Nilsson, Chief Executive Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Financial Data Schedule contains summary information extracted from the
Company's unaudited financial statements for the three month period ended May
31, 1998. Information contained in this Financial Data Schedule is qualified in
its entirety by reference to such unaudited financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> MAY-31-1998
<CASH> 68,914
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 183,438
<CURRENT-ASSETS> 326,904
<PP&E> 503,859
<DEPRECIATION> 50,892
<TOTAL-ASSETS> 955,974
<CURRENT-LIABILITIES> 1,642,096
<BONDS> 0
0
0
<COMMON> 13,514
<OTHER-SE> (699,636)
<TOTAL-LIABILITY-AND-EQUITY> 955,974
<SALES> 1,262,318
<TOTAL-REVENUES> 1,262,318
<CGS> 273,563
<TOTAL-COSTS> 1,287,796
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (299,041)
<INCOME-TAX> 0
<INCOME-CONTINUING> (299,041)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (299,041)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
