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, 1999
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)
320-243-3311
(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, 2000, 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 I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of December 31, 1999 (Unaudited)
and September 30, 1999 (Audited)
Condensed Income Statements (Unaudited) for the Three Months ended
December 31, 1999 and December 31, 1998
Condensed Statements of Cash Flows (Unaudited) for the Three Months
ended December 31, 1999 and December 31, 1998
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,
1999 1999
(Unaudited) (Audited)
------------- -------------
<S> <C> <C>
A S S E T S
Current Assets:
Cash / Cash Equivalents $ 91 $ 91
Certificates of Deposit 33,758 33,333
----------- -----------
Total current assets 33,849 33,424
----------- -----------
Other Assets:
Notes Receivable - related party 172,474 172,474
0 0
----------- -----------
0 0
0 0
----------- -----------
Total Other Assets 0 172,474
=========== ===========
Total Assets $ 206,323 $ 205,898
=========== ===========
L I A B I L I T I E S A N D E Q U I T Y
Current liabilities:
Current portion-long term debt $ 582 582
0 0
----------- -----------
Total current liabilities 582 582
----------- -----------
Long-term debt, net of current portion 0 0
----------- -----------
Total Liabilities 582 582
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 (2,191,245) (2,191,670)
----------- -----------
Total stockholders equity 205,741 205,316
----------- -----------
Total liabilities and stockholders equity $ 206,323 $ 205,898
=========== ===========
</TABLE>
See notes to financial statements
<PAGE>
W-J International, Ltd.
Statement of Operations
Three Months Ended
December 31,
<TABLE>
<CAPTION>
1999 1998
(Unaudited) (Unaudited)
------------ ------------
<S> <C> <C>
Rental Income: $ 000 $ 3,000
Expenses:
General & Administrative 0 9,458
Interest (426) (950)
------------ ------------
(426) 8,508
------------ ------------
Income (loss) from continuing
operations before
discontinued operations 426 (5,508)
Discontinued Operations: Loss
from discontinued operations 0 0
Net Income (loss) 426 (5,508)
============ ============
Weighted average common shares
outstanding during period 12,214,632 12,214,632
============ ============
Net income (loss) per share $ 0.00 ($ 0.00)
============ ============
</TABLE>
See notes to financial statements
<PAGE>
W-J International, Ltd.
Statement of Cash Flows
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1999 1998
(Unaudited) (Unaudited)
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net income (Loss) 426 ($ 5,508)
Adjustments to reconcile
net (loss) to net cash
flows from operating activities:
Depreciation 0 3,798
Changes in:
Accounts receivables - Trade 0 0
Accounts receivables - Related parties 0 (2,025)
Prepaid expenses 0 0
Notes payables - Trade 0 0
Notes payables - Related parties 0 5,036
Accrued expenses 0 0
--------- ---------
Net cash flows from operating activities 0 1,301
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment 0 0
Net cash flows from investing activities 426 0
--------- ---------
Cash flows from financing activities:
Acquisition of long-term debt 0 0
Gain on extinguishment of debt 0 0
Principal payments on long-term debt 0 (3,832)
--------- ---------
Net cash flows from financing activities 426 (3,832)
--------- ---------
Net increase (decrease) in cash 0 (2,531)
Cash, beginning of period 91 146,110
--------- ---------
Cash, end of period $ 91 $ 143,579
========= =========
</TABLE>
See notes to financial statements
<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, 1999 (Unaudited) and September
30, 1999 (Audited) and the related statement of operations and cash flows for
the three month period ended December 31, 1999 (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,
1999 1999
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,
1999 1999
<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 (2,191,670) 425 (2,191,245)
(Accumulated Deficit)
Total 205,316 425 205,741
</TABLE>
<PAGE>
Item 2 - Management's Discussion and Analysis or Plan of Operation
PLAN OF OPERATION
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
Expenses for the three-month period ended December 31, 1999 decreased to 0 from
$8,508 for the three-month period ended December 31, 1998. The decrease was due
to having no rental or other business arrangements to administer and paying no
other amounts during the quarter ending December 31, 1999.
Net income for the three-month period ended December 31, 1999 increased to $426
from a deficit of $3,906 for the three-month period ended December 31, 1998.
This substantial increase in the Company's net income resulted because the
Company expended no cash or other assets in the quarter ending December 31, 1999
and paid no legal, accounting or other fees during the period.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was increased to 33,267 at December 31, 1999 from
$32,842 at September 30, 1999 due to interest income accrued on a certificate of
deposit. 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.
To meet existing operating expenses, the Company, as needed, secures short term
loans using specific CDs as collateral. By doing so the Company maximizes its
ability to generate income as it has no other means of revenue.
The Company also provided collateral in the form of CDs in order to secure a
loan obtained by Ed Webb, a principle shareholder. The Company does not believe
this will have a material effect on the Company's liquidity.
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, 1999.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule (filed in electronic format only)
(b) Reports on Form 8-K.
No report on Form 8-K was filed during the three-month period ended
December 31, 1999.
<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 10, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 33,849
<SECURITIES> 0
<RECEIVABLES> 172,474
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 33,849
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 206,323
<CURRENT-LIABILITIES> 582
<BONDS> 0
0
0
<COMMON> 122,146
<OTHER-SE> 83,595
<TOTAL-LIABILITY-AND-EQUITY> 206,323
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (426)
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 426
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
