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 30-Jun-97
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 July 31, 1997 12,214,632 shares of registrant's common stock (par value,
$.01) were outstanding.
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
W-J International, Ltd.
QUARTERLY REPORT ON FORM 10-QSB
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 1997 (Unaudited)
and September 30, 1996
Condensed Income Statements (Unaudited)
Three and Nine-Months ended June 30, 1997 and June 30, 1996
Condensed Statements of Cash Flows (Unaudited)
Three and Nine-Months ended June 30, 1997 and June 30, 1996
Notes to Condensed Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis or
Plan of Operation
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
W-J International, Ltd.
Balance Sheet
<TABLE>
<CAPTION>
June 30, September 30,
1997 1996
(Unaudited) (Audited)
----------- -----------
A S S E T S
Current Assets:
<S> <C> <C>
Cash $ 182,674 $ 209,841
Notes Receivable - related party 4,413 0
----------- -----------
Total current assets 187,087 209,841
----------- -----------
Property and equipment:
Land 30,648 30,648
Buildings 374,266 374,266
----------- -----------
404,914 404,914
Less: accumulated depreciation (109,976) (98,582)
----------- -----------
Net property and equipment 294,938 306,332
----------- -----------
Total Assets $ 482,025 $ 516,173
=========== ===========
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 $ 23,100 $ 20,936
Accrued expenses 90 3,638
Due to related parties 0 26,400
Notes payable - related parties 0 9,647
----------- -----------
Total current liabilities 23,190 60,621
----------- -----------
Long-term debt, net of current portion 64,680 78,994
----------- -----------
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 (2,002,831) (2,020,428)
----------- -----------
Total stockholders equity 394,155 376,558
----------- -----------
Total liabilities and stockholders equity $ 482,025 $ 516,173
=========== ===========
</TABLE>
See notes to financial statements
3
<PAGE>
W-J International, Ltd.
Statements of operations
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
June 30, June 30,
1997 1996 1997 1996
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Rental Income: $3,000 $28,200 $59,400 $69,178
Gain on extinguishment of debt $0 $97,473 $0 $97,473
------------- ------------- ------------- -------------
Total Income $3,000 $125,673 $59,400 $166,651
Expenses:
General & Administrative 9,692 10,483 23,362 14,607
Interest 3,018 (274) 6,469 4,624
------------- ------------- ------------- -------------
12,710 10,209 29,831 19,231
------------- ------------- ------------- -------------
Income (loss) from continuing operations
before discountinued operations and
extraordinary items (9,710) 115,464 29,569 147,420
Discontinued Operations:
Discontinued Operations (2,616) 4,109 (11,972) 21,660
Income (Loss) from discontinued operations and
extraordinary item (2,616) 4,109 (11,972) 21,660
Net Income (loss) (12,325) 119,573 17,597 169,080
============= ============= ============= =============
Weighted average common shares outstanding 12,214,632 12,214,632 12,214,632 12,214,632
during period
============= ============= ============= =============
Net (loss) per share ($0.00) $0.01 $0.00 $0.01
============= ============= ============= =============
</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 Nine Months Ended
June 30, June 30,
CASH FLOWS FROM OPERATING ACTIVITIES 1997 1996 1997 1996
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
------------------------------ ---------------------------------
<S> <C> <C> <C> <C>
Net (Loss) ($12,325) $111,355 $17,597 $125,760
Adjustments to reconcile net (loss) to net
cash flows from operating activities:
Depreciation 3,798 3,798 11,394 11,394
Changes in:
Accounts receivables - Trade (2,407) 0 (2,407) 0
Notes payables - Trade 0 0 25,316 0
Notes payables - Related parties 0 (2,655) (39,593) (34,581)
Accrued expenses 0 (142,472) (27,323) (134,155)
----------- --------------- -------------- ---------------
Net cash flows from operating activities (10,934) (29,974) (15,016) (31,582)
----------- --------------- -------------- ---------------
Cash flows from investing activities:
Purchase of property and equipment 0 0 0 0
Net cash flows from investing activities 0 0 0 0
----------- --------------- -------------- ---------------
Cash flows from financing activities:
Gain on extinguishment of debt 0 0
Principal payments on long-term debt (4,050) (6,000) (12,151) (16,426)
----------- --------------- -------------- ---------------
Net cash flows from financing activities (4,050) (6,000) (12,151) (16,426)
----------- --------------- -------------- ---------------
Net decrease in cash (14,984) (35,974) (27,167) (48,008)
Cash, beginning of period 197,658 326,324 209,841 338,358
----------- --------------- -------------- ---------------
Cash, end of period $182,674 $290,350 $182,674 $290,350
=========== =============== ============== ===============
</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 June 30, 1997 (Unaudited) and
September 30, 1996 (Audited) and the related statement of operations
and cash for the three and nine-month periods ended June 30, 1997
(Unaudited) are enclosed. In the opinion of management, all
adjustments necessary for a fair presentation of such financial
statements have been included.
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 ("WJ" or the "Company").
Note 2. INVENTORIES
Inventories consist of the following:
June 30, September 30,
1997 1996
---------- -----------
Parts and Components $ 0 $ 0
Finished Units 0 0
---------- -----------
Total $ 0 $ 0
========== ===========
Note 3. STOCKHOLDERS' EQUITY
(Audited) Equity Changes (Unaudited)
September 30, Due to June 30,
1996 Operation 1997
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) 17,597 (2,002,831)
Total 376,558 17,597 394,155
6
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation
RESULTS OF OPERATIONS
Rental Income for the nine-month period ended June 30, 1997
decreased 14% to $59,400 from $69,178 for the nine-month period June
30, 1996. Rental Income for the three-month period ended June 30,
1997 decreased 89% to $3,000 from $28,200 for the three-month period
ended June 30, 1996. The decrease in rent for the three-month and
nine-month periods ending June 30, 1997 as compared to the
three-month and nine-month periods ending June 30, 1996 was primarily
due to the Company's tenant not renewing their lease.
Expenses for the nine-month period ended June 30, 1997
increased 55% to $29,831 from $19,231 for the nine-month period June
30, 1996. Expenses for the three-month period ended June 30, 1997
increased 25% to $12,710 from $10,209 for the three-month period
ended June 30, 1996. The increase in expenses for the three-month
period ending June 30, 1997 as compared to the comparable period
ending June 30, 1996 and for the nine-month period ended June 30,
1997 as compared to the nine-month period ending June 30, 1996 was
primarily related to increased costs related to building maintenance.
Discontinued Operation expenses for the nine-month period
ended June 30, 1997 was $11,972 while expenses for the three-month
period ended June 30, 1997 was $2,616.
Net Income for the nine-month period ended June 30, 1997
decreased 90% to $17,597 from $169,080 for the nine-month period June
30, 1996. Net income/loss for the three-month period ended June 30,
1997 decreased 110% to $(12,325) from $119,573 for the three-month
period ended June 30, 1996. The decrease in Net Income for the
three-month period ending June 30, 1997 as compared to the
three-month period ending June 30, 1996 is primarily related to the
Company's loss of its tenant. The decrease in Net Income for the
nine-month period ending June 30, 1997 as compared to the nine-month
period ending June 30, 1996 is primarily related to the absence of
any gains on extinguishment of debt in 1997, as well as the loss of
its tenant.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased to $163,897 for the
nine-months ended June 30, 1997 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 June 30, 1997.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
No exhibits are required to be filed for the three-month
period ended June 30, 1997. Exhibit 27 (Financial Data
Schedule) has been included in the electronic version only.
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the three-month
period ended June 30, 1997.
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
Date: July 31, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1
<CASH> 182,674
<SECURITIES> 0
<RECEIVABLES> 4,413
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 187,087
<PP&E> 404,914
<DEPRECIATION> 109,976
<TOTAL-ASSETS> 482,025
<CURRENT-LIABILITIES> 23,190
<BONDS> 0
0
0
<COMMON> 122,146
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 482,025
<SALES> 0
<TOTAL-REVENUES> 3,000
<CGS> 0
<TOTAL-COSTS> 12,710
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,018
<INCOME-PRETAX> (9,710)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> (2,616)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (12,325)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>