FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 0-17345
W-J International, Ltd.
(Exact name of small business issuer as specified in its charter)
Delaware 41-1578316
(State of other jurisdiction of (I.R.S. Employer
organization) Identification No.)
23 Washburne Avenue
Paynesville, Minnesota 56362
(Address of principal executive offices)
612-243-3311
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 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.
Yes X No
At February 10, 1997 12,214,632 shares of registrant's common stock (par value,
$.01) were outstanding.
<PAGE>
W-J International, Ltd.
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page Number
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of December 31, 1996 (Unaudited)
and September 30, 1996 (Audited) 3
Condensed Income Statements (Unaudited) for the Three-Months
ended December 31, 1996 and December 31, 1995 4
Condensed Statements of Cash Flows (Unaudited) for the Three-
Months ended December 31, 1996 and December 31, 1995 5
Notes to Condensed Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 7
Item 6. Exhibits and Reports on Form 8-K 7
SIGNATURES 8
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
W-J International, Ltd.
Balance Sheet
<TABLE>
<CAPTION>
December 31, December 31,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
A S S E T S
<S> <C> <C>
Current Assets:
Cash / Cash Equivalents $ 211,858 $ 317,783
----------- -----------
Total current assets 211,858 317,783
----------- -----------
Property and equipment:
Land 30,648 30,648
Buildings 374,266 374,266
----------- -----------
404,914 404,914
Less: accumulated depreciation (102,380) (89,935)
----------- -----------
Net property and equipment 302,534 314,979
----------- -----------
Total Assets $ 514,392 $ 632,762
=========== ===========
L I A B I L I T I E S A N D E Q U I T Y
Current liabilities:
Current portion of long-term debt $ 20,694 $ 177,998
Operations borrowing 0 2,624
Accounts payable - Trade 0 0
Accrued expenses 27,413 88,945
Due to related parties 0 27,323
Notes payable - related parties 993 17,610
----------- -----------
Total current liabilities 49,100 314,500
----------- -----------
Long-term debt, net of current portion 75,186 86,483
----------- -----------
Stockholders equity:
Common stock, $.01 par value; 20,000,000
shares authorized, 12,214,632
shares issued and outstanding 122,146 122,146
Additional paid-in capital 2,274,840 2,274,840
Accumulated deficit (2,006,881) (2,165,207)
----------- -----------
Total stockholders equity 390,105 231,779
----------- -----------
Total liabilities and stockholders equity $ 514,392 $ 632,762
=========== ===========
</TABLE>
See notes to financial statements
3
<PAGE>
W-J International, Ltd.
Statements of operations
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1996 1995
(Unaudited) (Unaudited)
<S> <C> <C>
Rental Income: $28,200 $20,489
Gain on extinguishment of debt $0 $0
--------------- ----------------
Total Income $28,200 $20,489
Expenses:
General & Administrative 9,852 5,466
Interest 2,214 2,908
--------------- ----------------
12,066 8,374
--------------- ----------------
Income (loss) from continuing operations
before discontinued operations 16,134 12,115
Discontinued Operations:
Loss from discontinued operations (2,587) (6,487)
Net Income (loss) 13,547 5,628
=============== ================
Weighted average common shares outstanding 12,214,632 12,214,632
during period
=============== ================
Net income (loss) per share $0.00 $0.00
=============== ================
</TABLE>
See notes to financial statements
4
<PAGE>
W-J International, Ltd
Statement of Cash Flows
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
Three Months Ended
December 31,
CASH FLOWS FROM OPERATING ACTIVITIES 1996 1995
(Unaudited) (Unaudited)
-----------------------------------------------
<S> <C> <C>
Net income (loss) $13,547 $5,628
Adjustments to reconcile net income (loss) to net
cash flows from operating activities:
Depreciation 3,798 3,798
Changes in:
Accounts receivables - Trade 0
Accounts receivables - Related parties 0 0
Prepaid expenses 0 0
Notes payables - Trade 27,323 0
Notes payables - Related parties (38,600) (29,272)
Accrued expenses 0 3,697
------------------ -------------------
Net cash flows from operating activities 6,068 (16,149)
------------------ -------------------
Cash flows from investing activities:
Purchase of property and equipment 0 0
Net cash flows from investing activities 0 0
------------------ -------------------
Cash flows from financing activities:
Principal payments on long-term debt (4,051) (4,426)
------------------ -------------------
Net cash flows from financing activities (4,051) (4,426)
------------------ -------------------
Net increase (decrease) in cash 2,017 (20,575)
Cash, beginning of year 209,841 338,358
------------------ -------------------
Cash, end of year $211,858 $317,783
================== ===================
</TABLE>
See notes to financial statements
5
<PAGE>
W-J International, Ltd.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The condensed balance sheet as of December 31, 1996 (Unaudited) and
September 30, 1996 (Audited) and the related statement of operations
and cash for the three-month period ended December 31, 1996 (Unaudited)
are enclosed. In the opinion of management, all adjustments necessary
for a fair presentation of such financial statements have been
included. Such adjustments consisted only of normal recurring items.
The Financial statements and notes are presented as permitted by Form
10-QSB and contain certain information included in the Company's annual
financial statements and notes of W-J International, Ltd., a Delaware
Corporation ("W-J" or the "Company").
Note 2. INVENTORIES
Inventories consist of the following:
December 31, September 30,
1996 1996
----------- ------------
Parts and Components $ 0 $ 0
Finished Units 0 0
----------- ------------
=========== ============
Total $ 0 $ 0
=========== ============
Note 3. STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
(Audited) Equity Changes (Unaudited)
September 30, Due to Operation December 31,
1996 1996
<S> <C> <C> <C>
Number of Shares 12,214,632 0 12,214,632
Common Stock 122,146 0 122,146
Additional Paid-In Capital 2,274,840 0 2,274,840
Retained Earnings
(Accumulated Deficit) (2,020,428) 13,547 (2,006,881)
Total 376,558 13,547 390,105
</TABLE>
6
<PAGE>
Item 2 - Management's Discussion and Analysis of Results of Operations and
Financial Condition.
RESULTS OF OPERATIONS
Rental Income for the first three-month period ended December
31, 1996 increased $7,711 from $20,489 for the three-month period
December 31, 1995. The increase in rent for the first quarter for
fiscal 1997 as compared to the same quarter of fiscal 1996 was
primarily due to the tenant renting additional square footage.
Expenses and losses from discontinued operations (where
expenses represent only those costs related to the rental of the
building owned by W-J and loss from discontinued operations includes
all other Company expenses) for the first three month period ended
December 31, 1996 decreased 19% to $14,653 from $14,861 for the
three-month period ended December 31, 1995.
The Company's net profit for the three-month period ended
December 31, 1996 increased to $13,547 from $5,628 for the same period
ended December 31, 1995 due primarily to the increase in rental
income.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased to $162,758 for the
three-months ended December 31, 1996 from $149,220 for the year ended
September 30, 1996.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during the
quarter ended December 31, 1996.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
No exhibits are required to be filed for the three-month
period ended December 31, 1996.
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the three-month period
ended December 31, 1996.
7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Issuer
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
W-J International, Ltd.
("Small Business Issuer")
By /s/ Edward H. Webb
Edward H. Webb
President
8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
first quarter Form 10-QSB and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 211,858
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 211,858
<PP&E> 404,914
<DEPRECIATION> 102,380
<TOTAL-ASSETS> 514,392
<CURRENT-LIABILITIES> 49,100
<BONDS> 0
0
0
<COMMON> 122,146
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 514,392
<SALES> 0
<TOTAL-REVENUES> 28,200
<CGS> 0
<TOTAL-COSTS> 12,066
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,517
<INCOME-PRETAX> 16,134
<INCOME-TAX> 0
<INCOME-CONTINUING> 16,134
<DISCONTINUED> 2,587
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,547
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>