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 March 31, 2000
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 April 15, 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 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of March 31, 2000 (Unaudited)
and September 30, 1999 (Audited)
Condensed Income Statements (Unaudited) for the Three and Six Months
ended March 31, 2000 and 1999
Condensed Statements of Cash Flows (Unaudited) for the Three and Six
Months ended March 31, 2000 and 1999
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>
March 31, September 30,
2000 1999
(Unaudited) (Audited)
--------------------- -----------------------
A S S E T S
<S> <C> <C>
Current Assets:
Cash / Cash Equivalents $ 530 $ 91
Certificates of Deposit 33,176 33,333
Accounts Receivable 0 0
--------------------- -----------------------
Total current assets 33,706 33,424
--------------------- -----------------------
Other Assets:
Notes Receivable - related party 172,474 172,474
0 0
--------------------- -----------------------
172,474 172,474
0 0
--------------------- -----------------------
0 0
===================== =======================
Total Assets $206,180 $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 of long-term debt $0 $0
Note Payable 0 582
--------------------- -----------------------
Total current liabilities 0 582
--------------------- -----------------------
Long-term debt, net of current portion 0 0
--------------------- -----------------------
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 (2,190,806) (2,191,670)
--------------------- -----------------------
Total stockholders equity 206,180 205,316
--------------------- -----------------------
Total liabilities and stockholders equity $206,180 $205,898
===================== =======================
</TABLE>
See notes to financial statements
<PAGE>
W-J International, Ltd.
Statement of Operations
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Rental Income: 0 $3,000 0 $6,000
Expenses:
General & Administrative 779 5,075 779 14,532
Interest (6,146) (204) (6,572) (1,154)
----------------- ----------------- ------------------- -----------------
(5,367) 4,871 (5,793) 13,378
----------------- ----------------- ------------------- -----------------
Income (loss) from continuing
operations before
discontinued operations 5,367 (1,871) 5,793 (7,378)
Discontinued Operations: Loss
from discontinued operations (4,928) (11,178) (4,928) (11,178)
----------------- ----------------- ------------------- -----------------
Net Income (loss) 439 (13,049) 865 (18,556)
================= ================= =================== =================
Weighted average common shares
outstanding during period 12,214,632 12,214,632 12,214,632 12,214,632
================= ================= =================== =================
Net (loss) per share ($0.00) ($0.00) ($0.00) ($0.00)
================= ================= =================== =================
</TABLE>
See notes to financial statements
<PAGE>
W-J International, Ltd.
Statement of Cash Flows
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 31, March 31,
2000 1999 2000 1999
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C> <C>
Net Income (Loss) 439 ($ 13,049) 865 ($ 18,556)
Adjustments to reconcile
net income (loss) to net cash
flows from operating activities:
Depreciation 0 3,798 0 7,596
Changes in:
Accounts receivables - Trade 0 0 0 0
Accounts receivables - Related parties 0 (2,025) 0 (4,050)
Prepaid expenses 0 0 0 0
Notes payables - Trade 0 0 0 0
Notes payables - Related parties 0 0 0 5,035
Accrued expenses 0 0 0 0
---------------- --------------- ------------------ ----------------
Net cash flows from operating activities 439 (11,276) 865 (9,975)
---------------- --------------- ------------------ ----------------
Cash flows from investing activities:
Purchase of property and equipment 0 0 0 0
Net cash flows from investing activities 0 0 (426) 0
---------------- --------------- ------------------ ----------------
Cash flows from financing activities:
Acquisition of long-term debt 0 -- 0 --
Addition of new debt 0 24,317 0 22,377
Principal payments on long-term debt 0 (13,029) 0 (16,861)
---------------- --------------- ------------------ ----------------
Net cash flows from financing activities 0 (11,288) 0 (5,516)
---------------- --------------- ------------------ ----------------
Net increase (decrease) in cash 439 12 439 (4,459)
Cash, beginning of period 91 686 91 5,157
---------------- --------------- ------------------ ----------------
Cash, end of period $ 530 $ 698 $ 530 $ 698
================ =============== ================== ================
</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 March 31, 2000 (Unaudited) and September 30,
1999 (Audited) and the related statement of operations and cash flows for the
three and six month periods ended March 31, 2000 (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:
March 31, September 30,
2000 1999
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 March 31,
1999 2000
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) 864 (2,190,806)
(Accumulated Deficit)
Total 205,316 864 206,180
<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
Rental income ceased in 1999 with the sale of the Company's buildings, and
therefore the Company had no income since the beginning of the fiscal year. The
rental income for the three-month period ended March 31, 1999 was $3,000.
Expenses for the three-month period ended March 31,2000 decreased to $779 from
$5,075 for the three-month period ended March 31,1999. The decrease was due in
part to a reduction in interest payments from $1,688 to $42, in addition to a
$3,798 decrease in administrative expenses and depreciation due to the sale of
the Company's building.
Discontinued Operations expenses for the three-month period ended March 31, 2000
were $4,928 compared to $11,178 for the three-month period ended March 31, 1999.
The 1999 expenses reflect tax preparation fees of $4,890 and audit fees of
$3,800, which were not incurred during the same period in 2000.
Net income for the three-month period ended March 31,2000 increased to $439 from
a deficit of $13,409 for the three-month period ended March 31, 1999. This
substantial increase in the Company's net gain resulted from interest paid by Ed
Webb on the loan in the amount of $5,573, in addition to the fact that no tax
preparation and audit fees have been paid to date in the current fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased to $33,706 at March 31,2000 from $32,842
at September 30, 1999. 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.
<PAGE>
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
March 31, 2000.
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 March 31, 2000.
<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: May 2, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-2000
<PERIOD-START> OCT-01-1999
<PERIOD-END> MAR-31-2000
<EXCHANGE-RATE> 1
<CASH> 33,706
<SECURITIES> 0
<RECEIVABLES> 172,474
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 206,180
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 122,146
<OTHER-SE> 84,034
<TOTAL-LIABILITY-AND-EQUITY> 206,180
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (5,367)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,367)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 4,928
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 439
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
