WORLD WIDE STONE CORP
10-Q/A, 1998-11-19
CUT STONE & STONE PRODUCTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
                          AMENDMENT NO. 1 TO FORM 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 1996            Commission File Number 000-18389

                          WORLD WIDE STONE CORPORATION
             (Exact Name of Registrant as specified in its Charter)


           NEVADA                                               33-0297934
(State or Other Jurisdiction of                              (I.R.S. Employer
 Incorporation or Organization)                           Identification Number)


  5236 S. 40th Street, Phoenix, AZ                                 85040
(Address of Principal Executive Offices)                         (Zip Code)


                                  602-438-1001
              (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 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 [ ]

         As of March 31,  1996,  there were  34,395,868  shares of common  stock
outstanding.
<PAGE>

        EXPLANATORY NOTE REGARDING RESTATEMENT OF FINANCIAL STATEMENTS:

         In connection  with the audit of its financial  statements for the year
ended December 31, 1997, World Wide Stone Corporation(the  "Company") determined
that the  acquisition  of certain quarry rights in December of 1995 had not been
properly  recorded in its financial  statements  for the year ended December 31,
1995. In that transaction, the Company issued two million shares of Common Stock
valued at $1,200,000  to a director and officer of one of the Company's  Mexican
subsidiaries.  The Company originally recorded the value of the shares issued in
connection with this transaction as an asset in its financial statements for the
year ended December 31, 1995. Under Statement of Financial  Accounting Standards
("SFAS")  No.  13,  ACCOUNTING  FOR  LEASES,  only  payments  related to a lease
acquisition  with  independent  third  parties are eligible for  capitalization.
Accordingly, the amounts should have been expensed in the fourth quarter of 1995
when the  transaction  occurred.  As a result,  the  Company  has  restated  its
financial  statements for the year ended December 31, 1995 to reflect the proper
application of SFAS No. 13. In addition,  The Company has adjusted the financial
statements for the year ended December 31, 1995 to reclassify an  understatement
to common stock and "paid in capital" of $15,000.`Accordingly,  adjustments have
been made to retained  earnings,  common stock, paid in capital and other assets
at January 1, 1996 to correct these items.

         The Company  hereby amends and restates  certain Items of its Form 10-Q
for the  quarter  ended  March 31,  1996,  to  reflect  the  restatement  of its
financial  statements for the year ended  December 31, 1995 as described  above.
The  information  contained  in this Form 10-Q/A  reflects , where  appropriate,
changes required to conform to the restatement of the financial statements.

                                      -2-
<PAGE>

                  WORLD WIDE STONE CORPORATION AND SUBSIDIARIES
                              Index to Form 10-Q/A
                      For the Quarter Ended March 31, 1996

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

         Consolidated Balance Sheet
         March 31, 1996 and December 31, 1995 ................................4

         Consolidated Statement of Operations (Income)
         Three months ended March 31, 1996 and 1995 ..........................6

         Consolidated Statement of Cash Flows
         Three months ended March 31, 1996 and 1995 ..........................7

         Notes to Financial Statements........................................8


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports..................................................8

                                      -3-
<PAGE>
                          WORLD WIDE STONE CORPORATION
                                 BALANCE SHEETS
                      MARCH 31, 1996 AND DECEMBER 31, 1995

                                     ASSETS

                                                (Unaudited)          (Restated)
                                               MARCH 31, 1996      DEC. 31, 1995
                                               --------------      -------------
Current assets
 Cash                                           $    68,393         $    23,569
 Accounts receivable                                183,758             109,116
 Loans receivable - Intercompany                     28,128                   0
 Inventory                                          309,737             296,495
 Loans to employees                                     205                   0
                                                -----------         -----------

      Total current assets                          590,221             429,180

 Property, plant, and equipment - Mexico          3,044,560           3,044,560
 Mex Marmoles Muguiro                               273,589             273,589
 Machinery & equipment                              269,045             266,984
 Accumulated depreciation                          (566,304)           (518,304)
                                                -----------         -----------

      Net property and equipment                  3,020,890           3,066,829

Other assets
 Prepaid rent                                         1,995               1,995
 Prepaid IVA - Mexico                                61,459              52,435
                                                -----------         -----------

      Total other assets                             63,454              54,430
                                                -----------         -----------

 Total assets                                   $ 3,674,565         $ 3,550,439
                                                ===========         ===========

                                      -4-
<PAGE>
                          WORLD WIDE STONE CORPORATION
                                 BALANCE SHEETS
                      MARCH 31, 1996 AND DECEMBER 31, 1995

                             LIABILITIES AND EQUITY

                                               (Unaudited)           (Restated)
                                              MARCH 31, 1996       DEC. 31, 1995
                                              --------------       -------------
Liabilities
 Accounts payable                              $    43,564          $    33,094
 Accrued pension                                     4,969                4,969
 Payroll taxes                                       5,057                  422
 Accrued payroll taxes                              24,498               22,627
 Accrued interest                                   16,452               16,230
 Other accrued taxes                                 3,113                    0
 Sales deposits                                     14,870                    0
 Due to Felipe                                       2,567                2,567
 Loan payable - G&C Partners                        33,000               35,000
 Due to M. Cunningham                               14,949               14,949
 Loan payable - truck                                6,744                7,610
 Loan payable - vehicle                             12,336               13,003
 Loan payable - forklift                            15,162               16,456
 Long term debt - Mexico                           860,500              817,224
                                               -----------          -----------
      Total liabilities                          1,057,781              984,151
                                               -----------          -----------
Equity
 Common stock                                       34,386               34,386
 Additional paid in capital                      7,853,049            7,853,049
 Retained earnings                              (5,321,147)          (4,087,912)
 Current period earnings (loss)                     50,496           (1,233,235)
                                               -----------          -----------

      Total equity                               2,616,784            2,566,288
                                               -----------          -----------

        Total liabilities and equity           $ 3,674,565          $ 3,550,439
                                               ===========          ===========

                                      -5-
<PAGE>
                          WORLD WIDE STONE CORPORATION
                              STATEMENTS OF INCOME
                   THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (Unaudited)

                                              MARCH 31, 1996      MARCH 31, 1995
                                              --------------      --------------
Income
 Sales                                           $450,509            $ 241,273
 Cost of sales                                    225,618              128,743
                                                 --------            ---------
      Gross profit                                224,891              112,530

Expenses
 Salaries and wages                                15,950                  982
 Salaries - officers                               27,000               27,000
 Casual labor                                       3,622                    0
 Salaries - salesmen                                7,150                    0
 Advertising                                        2,607                1,962
 Promotion                                            650                    0
 Auto expense                                         898                2,490
 Bank charges                                         644                   92
 Commissions                                        1,216                    0
 Consulting fees                                    1,606                    0
 Data processing                                      593                    0
 Depreciation                                      48,000               46,632
 Dues and subscriptions                             2,094                  505
 Insurance                                          2,133                2,993
 Legal and accounting                              17,774                3,983
 Licenses and permits                                 420                  110
 Office expense                                    14,264               14,311
 Postage                                              715                  854
 Rent                                               8,717                5,003
 Supplies                                           5,215                  981
 Taxes - payroll                                    5,521                7,245
 Telephone                                          3,479                2,159
 Travel                                             3,337                5,707
 Utilities                                            703                  569
 Interest expense                                      87                    0
                                                 --------            ---------

      Total expenses                              174,395              123,578
                                                 --------            ---------

Net income (loss)                                $ 50,496            $ (11,048)
                                                 ========            =========
                                      -6-
<PAGE>
                          WORLD WIDE STONE CORPORATION
                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                   (UNAUDITED)

                                             MARCH 31 1996     MARCH 31, 1995
                                             -------------     --------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                            $ 50,496          $ (11,048)
  Adjustments to reconcile net income to
    net cash provided by operating activities:
  Depreciation and amortization                  48,000             46,632
  (Increase) decrease in:
    Loans to employees                             (205)            (3,590)
    Accounts receivable                         (74,642)           (31,467)
    Inventories                                 (13,242)           108,247
    Prepaid expenses - IVA                       (9,024)            17,941
    Intercompany receivable - Mexico            (28,128)                 0
    Deposits                                          0             (1,563)
    Investments - Mexico                              0             48,495
  Increase (decrease) in:
    Accounts payable                             10,470            (64,293)
    Accrued liabilities                          24,711            (14,441)
                                               --------          ---------

  NET CASH PROVIDED BY OPERATING ACTIVITIES       8,436             94,913

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment            (2,061)                 0
                                               --------          ---------
  NET CASH PROVIDED (USED) BY INVESTING
    ACTIVITIES                                   (2,061)                 0
                                               --------          ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  New borrowings:
    Long-term (net)                              43,276              3,667
    Short-term (net)                             (4,827)            17,447
  Stockholder loans                                   0            (25,782)
                                               --------          ---------
  NET CASH PROVIDED (USED) BY FINANCING
    ACTIVITIES                                   38,449             (4,668)
                                               --------          ---------

  NET INCREASE IN CASH                           44,824             90,245

CASH AT BEGINNING OF YEAR                        23,569             29,183

  CASH AT MARCH 31                             $ 68,393          $ 119,428
                                               ========          =========

                                      -7-
<PAGE>
                  WORLD WIDE STONE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1) GENERAL

         The  consolidated   financial  statements  included  herein  have  been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange  Commission.  The financial  statements  reflect all
adjustments  (consisting of normal recurring accruals) which are, in the opinion
of  management,  necessary  to fairly  present  such  information.  Although the
Company  believes  that the  disclosures  are  adequate to make the  information
presented  not  misleading,   certain  information  and  footnote   disclosures,
including  significant  accounting  policies,  normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted pursuant to such rules and regulations.


                           PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS

         (a) Exhibit 27.1: Amended and Restated Financial Data Schedule

         (b) Reports on Form 8-K: Not Applicable

                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto authorized.

Date: November 2, 1998              World Wide Stone Corporation
                                    (Registrant)

                                    BY: /s/  Franklin Cunningham
                                       --------------------------------
                                        Franklin Cunningham, President


                                Page 8 of 8 Pages
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                     5
<RESTATED>
[LEGEND]
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF WORLD WIDE STONE CORPORATION (THE
"COMPANY") FOR THE THREE MONTHS ENDED MARCH 31, 1996, AS RESTATED. THIS SCHEDULE
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH RESTATED FINANCIAL STATEMENTS.
IN ADDITION,  CERTAIN  ENTRIES ON THIS  SCHEDULE HAVE BEEN BEEN AMENDED FROM THE
PREVIOUS  FINANCIAL DATA SCHEDULE FILED FOR THIS PERIOD.  THIS EXHIBIT SHALL NOT
BE DEEMED FILED FOR THE PURPOSE OF SECTION 11 OF THE  SECURITIES ACT OF 1933 AND
SECTION 18 OF THE SECURITIES  EXCHANGE ACT OF 1934, OR OTHERWISE  SUBJECT TO THE
LIABILITY  OF SUCH  SECTIONS,  NOR SHALL IT BE DEEMED A PART OF ANY OTHER FILING
WHICH INCORPORATED THIS REPORT BY REFERENCE,  UNLESS SUCH OTHER FILING EXPRESSLY
INCORPORATES THIS EXHIBIT BY REFERENCE.
[/LEGEND]
<MULTIPLIER>                  1
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 JAN-01-1996
<PERIOD-END>                                   MAR-31-1996
<EXCHANGE-RATE>                                          1
<CASH>                                              68,393
<SECURITIES>                                             0
<RECEIVABLES>                                      183,758
<ALLOWANCES>                                             0
<INVENTORY>                                        309,737
<CURRENT-ASSETS>                                   590,221
<PP&E>                                           3,587,197
<DEPRECIATION>                                   (566,304)
<TOTAL-ASSETS>                                   3,674,565
<CURRENT-LIABILITIES>                              197,281
<BONDS>                                            860,500
                                    0
                                              0
<COMMON>                                               386
<OTHER-SE>                                       2,582,398
<TOTAL-LIABILITY-AND-EQUITY>                     3,674,565
<SALES>                                            450,509
<TOTAL-REVENUES>                                   450,509
<CGS>                                              225,618
<TOTAL-COSTS>                                      225,618
<OTHER-EXPENSES>                                   174,308
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                      87
<INCOME-PRETAX>                                     50,496
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                 50,496
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                        50,496
<EPS-PRIMARY>                                          .00
<EPS-DILUTED>                                          .00
        

</TABLE>


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