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Previous: PENN TREATY AMERICAN CORP, SC 13G, 1999-02-16 |
Next: VALUE MERCHANTS INC, SC 13G, 1999-02-16 |
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, 1998
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 9, 1999 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 December 31, 1998 (Unaudited)
and September 30, 1998 (Audited)
Condensed Income Statements (Unaudited) for the Three-Months
ended December 31, 1998 and December 31, 1997
Condensed Statements of Cash Flows (Unaudited) for the Three-
Months ended December 31, 1998 and December 31, 1997
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>
December 31, September 30,
1998 1998
(Unaudited) (Audited)
----------- -----------
A S S E T S
<S> <C> <C>
Current Assets:
Cash / Cash Equivalents $ 143,579 $ 148,110
Accounts Receivable 14,400 12,375
----------- -----------
Total current assets 157,979 158,485
----------- -----------
Property and equipment:
Land 20,648 20,648
Buildings 284,266 284,266
----------- -----------
304,914 304,914
Less: accumulated depreciation (126,526) (122,728)
----------- -----------
Net property and equipment 178,388 182,186
----------- -----------
Total Assets $ 336,367 $ 340,671
=========== ===========
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 $ 29,348 $ 24,311
Accrued liabilities 0 0
----------- -----------
Total current liabilities 29,348 24,311
----------- -----------
Long-term debt, net of current portion 30,073 33,905
----------- -----------
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 (2,120,039) (2,114,531)
----------- -----------
Total stockholders equity 276,947 282,455
----------- -----------
Total liabilities and stockholders equity $ 336,367 $ 340,671
=========== ===========
</TABLE>
See notes to financial statements
3
<PAGE>
W-J International, Ltd.
Statement of Operations
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1998 1997
(Unaudited) (Unaudited)
<S> <C> <C>
Rental Income: $ 3,000 $ 3,000
Expenses:
General & Administrative 9,458 11,373
Interest (950) (414)
------------ ------------
8,508 10,959
------------ ------------
Income (loss) from continuing operations
before discontinued operations (5,508) (7,959)
Discontinued Operations:
Loss from discontinued operations 0 0
Net Income (loss) (5,508) (7,959)
============ ============
Weighted average common shares outstanding during period 12,214,632 12,214,632
============ ============
Net (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 1998 1997
(Unaudited) (Unaudited)
-----------------------
<S> <C> <C>
Net (Loss) ($ 5,508) ($ 7,959)
Adjustments to reconcile net (loss) to net cash
flows from operating activities:
Depreciation 3,798 3,798
Changes in:
Accounts receivables - Trade 0 0
Accounts receivables - Related parties (2,025) (6,300)
Prepaid expenses 0 0
Notes payables - Trade 0 0
Notes payables - Related parties 5,036 0
Accrued expenses 0 0
--------- ---------
Net cash flows from operating activities 1,301 (10,461)
--------- ---------
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:
Gain on extinguishment of debt 0 0
Principal payments on long-term debt (3,832) (2,700)
--------- ---------
Net cash flows from financing activities (3,832) (2,700)
--------- ---------
Net increase (decrease) in cash (2,531) (13,161)
Cash, beginning of period 146,110 188,593
Cash, end of period $ 143,579 $ 175,432
========= =========
</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, 1998 (Unaudited) and
September 30, 1998 (Audited) and the related statement of operations
and cash flows for the three-month period ended December 31, 1998
(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,
1998 1998
---------- ----------
Parts and Components $ 0 $ 0
Finished Units 0 0
---------- ----------
========== ==========
Total $ 0 $ 0
========== ==========
Note 3. STOCKHOLDERS' EQUITY
(Audited) Equity Changes (Unaudited)
September 30, Due to Operation December 31,
1998 1998
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) (2,114,531) (5,508) (2,120,039)
Total 282,455 (5,508) 276,947
6
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation
PLAN OF OPERATION
The Company's current operations consist primarily of renting
land and a building to a related party under a month-to-month lease.
The Company has no current plans to begin operations again, and has no
research and development initiatives underway. It does, however,
continue to evaluate alternatives in order to improve the Company's
financial condition, including merger and acquisition opportunities.
RESULTS OF OPERATIONS
Rental Income for the first three-month period of fiscal year
1999, which ended on December 31, 1998 remained the same as compared to
the three-month period ended December 31, 1997.
Expenses for the first three-month period ended December 31,
1998 decreased 17% to $9,458 from $11,373 for the three-month period
ended December 31, 1997.
The Company experienced no loss or gain from discontinued
operations for each of the three-month periods ended December 31, 1998
and December 31, 1997.
The Company's net loss for the three-month period ended
December 31, 1998 decreased 30.8% to $5,508 as compared to $7,959 for
the same period in 1997.
LIQUIDITY AND CAPITAL RESOURCES AND PLAN OF OPERATION
The Company's working capital decreased to $128,631 at
December 31, 1998 from $134,174 at September 30, 1998. Since the
Company has no operations or plans for such, and because its
administrative expenses are minimal, it believes it has sufficient
capital to fund its needs as it evaluates any options for future
business opportunities.
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, 1998.
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, 1998.
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the three-month period
ended December 31, 1998.
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: February 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<EXCHANGE-RATE> 1
<CASH> 143,579
<SECURITIES> 0
<RECEIVABLES> 14,400
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 157,979
<PP&E> 304,914
<DEPRECIATION> 126,526
<TOTAL-ASSETS> 336,367
<CURRENT-LIABILITIES> 29,348
<BONDS> 0
0
0
<COMMON> 122,146
<OTHER-SE> 154,801
<TOTAL-LIABILITY-AND-EQUITY> 336,367
<SALES> 0
<TOTAL-REVENUES> 3,000
<CGS> 0
<TOTAL-COSTS> 9,458
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (950)
<INCOME-PRETAX> (5,508)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,508)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,508)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
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