UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
- --------------------------------------------------------------------------------
(Mark one)
XX QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
- --------- ACT OF 1934
For the quarterly period ended June 30, 1999
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission File Number: 33-40848-A
WorldWideWeb Institute.com, Inc.
(Exact name of small business issuer as specified in its charter)
Florida 65-0260247
(State of incorporation) (IRS Employer ID Number)
6245 N. W. 9th Avenue, Ft. Lauderdale FL 33309
(Address of principal executive offices)
(954) 776-8444
(Issuer's telephone number)
Spectrum Pharmaceutical Corporation, 16910 Dallas Parkway, Suite 100 Dallas,
TX 75248
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
- --------------------------------------------------------------------------------
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: August 6, 1999: 7,641,250
Transitional Small Business Disclosure Format (check one): YES NO X
<PAGE>
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Form 10-QSB for the Quarter ended June 30, 1999
Table of Contents
Page
Part I - Financial Information
Item 1 Financial Statements 3
Item 2 Management's Discussion and Analysis or Plan of Operation 9
Part II - Other Information
Item 1 Legal Proceedings 10
Item 2 Changes in Securities 10
Item 3 Defaults Upon Senior Securities 11
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 5 Other Information 11
Item 6 Exhibits and Reports on Form 8-K 11
Signatures 11
2
<PAGE>
<TABLE>
<CAPTION>
Part 1 - Item 1 - Financial Statements
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Balance Sheets
June 30, 1999 and 1998
(Unaudited)
---------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash on hand and in bank $ -- $ --
----------- -----------
Total current assets -- --
----------- -----------
Other Assets
Organization costs, net of accumulated
amortization of $41,972, respectively -- --
Patents -- 20,000
----------- -----------
Total other assets -- 20,000
----------- -----------
Total Assets $ -- $ 20,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable - trade $ -- $ --
Due to officer/shareholder -- 433,750
----------- -----------
Total current liabilities -- 433,750
----------- -----------
Commitments and Contingencies
Shareholders' Equity
Common stock - $0.00001 par value. 50,000,000 shares
authorized. 7,641,250 and 691,250 issued and
outstanding, respectively 76 7
Additional paid-in capital 950,856 932,925
Deficit accumulated during the development phase (950,932) (1,346,682)
----------- -----------
Total shareholders' equity -- (413,750)
----------- -----------
Total Liabilities and Shareholders' Equity $ -- $ 20,000
=========== ===========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
3
<PAGE>
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Statements of Operations and Comprehensive Income
Three months ended June 30, 1999 and 1998
(Unaudited)
---------
1999 1998
----------- -----------
Revenues $ -- $ --
----------- -----------
Operating Expenses
General and administrative expenses 18,000 36,250
Depreciation and amortization -- --
----------- -----------
Total operating expenses 18,000 36,250
----------- -----------
Loss from operations (18,000) (36,250)
Other income (expense)
Litigation settlement (20,000) --
Forgiveness of accrued compensation
under employment agreement 550,000 --
----------- -----------
Net Income (Loss) before Income Taxes 512,000 (36,250)
Income tax provision -- --
----------- -----------
Net Income (Loss) 512,000 (36,250)
Other comprehensive income -- --
----------- -----------
Comprehensive Income $ 512,000 $ (36,250)
=========== ===========
Income (Loss) per share of common stock outstanding,
computed on net loss - basic and fully diluted $ 0.21 $ (0.05)
=========== ===========
Weighted-average number of shares outstanding 2,491,250 691,250
=========== ===========
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
4
<PAGE>
<TABLE>
<CAPTION>
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Statements of Cash Flows
Three months ended June 30, 1999 and 1998
(Unaudited)
---------
1999 1998
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities
Net income (loss) $ 512,000 $ (36,250)
Adjustments to reconcile net income to net cash
provided by operating activities
Depreciation and amortization -- --
Lawsuit settlement paid with transfer of assets 20,000 --
Common stock issued for consulting fees 18,000 --
Forgiveness of accrued compensation on employment contract (550,000) --
Increase (decrease) in
Due to officer/shareholder -- 36,250
--------- ---------
Net cash provided by operating activities -- --
--------- ---------
Cash Flows from Investing Activities -- --
--------- ---------
Cash Flows from Financing Activities -- --
--------- ---------
Increase in Cash and Cash Equivalents -- --
Cash and cash equivalents at beginning of period -- --
--------- ---------
Cash and cash equivalents at end of period $ -- $ --
========= =========
Supplemental Disclosures of Interest and Income Taxes Paid
Interest paid during the period $ -- $ --
========= =========
Income taxes paid (refunded) $ -- $ --
========= =========
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Settlement of lawsuit with transfer of a patent $ 20,000 $ --
========= =========
</TABLE>
The financial information presented herein has been prepared by management
without audit by independent certified public accountants.
5
<PAGE>
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Notes to Financial Statements
Note 1 - Basis of Presentation
WorldWideWeb Institute.com, Inc. (Company) was incorporated on May 29, 1990 as
Interamerican Pharmaceutical Corporation under the laws of the State of Florida.
The Company changed its name to Spectrum Pharmaceutical Corporation in April
1991. The Company was originally formed to engage in the development and
marketing of certain products utilizing the chemical compound procaine
hydrochloride for the treatment of tinnitus, certain symptoms of Alzheimer's
Disease and cocaine addiction. The Company received a patent covering its
products for the specifically named conditions and diseases.
On June 29, 1999, as filed on July 30, 1999, the Company amended its Articles of
Incorporation to issue up to 50,000,000 shares of $0.00001 par value Common
Stock and to effect a one (1) for ten (10) reverse stock split, with no
fractional shares being issued. All issued and outstanding share amounts in the
accompanying financial statements have been restated to reflect the effect of
this reverse stock split as of the first day of the first period presented. The
Company also changed its corporate name to WorldWideWeb Institute.com, Inc.
On July 2, 1999, the Company issued approximately 5,025,000 shares of
post-reverse split stock to acquire 100% of the issued and outstanding stock of
WorldWideWeb Institute, Inc. (a privately owned Florida corporation).
WorldWideWeb Institute, Inc. then became a wholly-owned operating subsidiary of
the Company.
The Company will retain its March 31 year-end for all future periods.
During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the U. S. Securities and Exchange Commission.
The information presented herein does not include all disclosures required by
generally accepted accounting principles and the users of financial information
provided for interim periods should refer to the annual financial information
and footnotes contained in its Annual Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934 on Form 10-KSB when reviewing the interim
financial results presented herein.
In the opinion of management, the accompanying interim financial statements,
prepared in accordance with the instructions for Form 10-QSB, are unaudited and
contain all material adjustments, consisting only of normal recurring
adjustments necessary to present fairly the financial condition, results of
operations and cash flows of the Company for the respective interim periods
presented. The current period results of operations are not necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending March 31, 2000.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
6
<PAGE>
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Notes to Financial Statements - Continued
Note 2 - Summary of Significant Accounting Policies
a.) Cash and cash equivalents
-------------------------
The Company considers all cash on hand and in banks, including accounts in
book overdraft positions, certificates of deposit and other highly-liquid
investments with maturities of three months or less, when purchased, to be
cash and cash equivalents.
b.) Income taxes
------------
The Company filed a separate corporate federal income tax return through
December 31, 1998. Due to the changes in control occurring in 1999, the
Company has no net operating loss carryforwards available to offset
financial statement or tax return taxable income in future periods.
The Company uses the asset and liability method of accounting for income
taxes. At June 30, 1999 and 1998, respectively, the deferred tax asset and
deferred tax liability accounts, as recorded when material to the
financial statements, are entirely the result of temporary differences.
Temporary differences represent differences in the recognition of assets
and liabilities for tax and financial reporting purposes, primarily
non-deductible accrued compensation amounts payable to an officer.
As of June 30, 1999 and 1998, the deferred tax asset related to the
deferred deductibility of the accrued compensation to an officer was fully
reserved.
c.) Income (Loss) per share
-----------------------
Basic earnings (loss) per share is computed by dividing the net income
(loss) by the weighted-average number of shares of common stock and common
stock equivalents (primarily outstanding options and warrants). Common
stock equivalents represent the dilutive effect of the assumed exercise of
the outstanding stock options and warrants, using the treasury stock
method. The calculation of fully diluted earnings (loss) per share assumes
the dilutive effect of the exercise of outstanding options and warrants at
either the beginning of the respective period presented or the date of
issuance, whichever is later. As of June 30, 1999 and 1998, the Company
had no warrants and options outstanding which could be deemed to be
dilutive.
Note 3 - Common stock transactions
On June 29, 1999, as filed on July 30, 1999, the Company amended its Articles of
Incorporation to issue up to 50,000,000 shares of $0.00001 par value Common
Stock and to effect a one (1) for ten (10) reverse stock split. All issued and
outstanding share amounts in the accompanying financial statements have been
restated to reflect the effect of this reverse stock split as of the first day
of the first period presented.
On April 1, 1999, the Company issued 18,000,000 pre-reverse split shares
(1,800,000 post-reverse split shares, as discussed below) of unregistered,
restricted common stock to its former President in settlement of a consulting
contract for providing various services to the Company in preserving the
corporate entity during preceding years.
7
<PAGE>
WorldWideWeb Institute.com, Inc.
(formerly Spectrum Pharmaceutical Corporation)
Notes to Financial Statements - Continued
Note 3 - Common stock transactions - Continued
On July 6, 1999, the Company issued 125,000 post-reverse split shares of
restricted, unregistered common stock in settlement of a consulting agreement,
valued at approximately $6,000, as compensation for various services rendered to
the Company for the purpose of identifying a suitable merger candidate for the
Company and for paying certain reactivation expenses on behalf of the Company.
Note 4 - Contingencies
Employment Agreement
- --------------------
On June 1, 1992, the Company entered into an Employment Contract (Contract) with
an individual to serve as the Company's President. The Contract required a
annual base salary, as specified to use the Contract's anniversary dates, as
follows:
June 1, 1992 to May 31, 1993 $ 85,000
June 1, 1993 to May 31, 1994 105,000
June 1, 1994 to May 31, 1995 115,000
June 1, 1995 to May 31, 1996 125,000
June 1, 1996 to May 31, 1997 135,000
June 1, 1997 to May 31, 1998 145,000
June 1, 1998 to May 31, 1999 155,000
Additionally, the Contract provided for discretionary bonuses, paid vacation and
sick leave time, use of a Company automobile or reimbursement for the use of a
personal automobile and various normal insurance coverage for life and health
coverages.
Effective April 1, 1999, this individual and the Company executed an Agreement
whereby all accrued compensation under this Agreement were forgiven by the
individual with no further liability to the Company. Accordingly, the reversal
of these accruals resulted in a one-time income item of $550,000. Pursuant to
the Internal Revenue Code, none of these accrued amounts were eligible for
deduction for income tax purposes in the initial year of accrual and no income
tax effect is realized as a result of this forgiveness.
Litigation
- ----------
The Company and its then President were defendants in a case initiated in August
1992 in Circuit Court for the 15th Judicial Circuit for Palm Beach County,
Florida seeking damages related to the termination of a partnership which was
the predecessor to the Company. In February 1999, this litigation was authorized
to be settled by the Company's Board of Directors through the transference of
the patent assigned to the Company to the plaintiff. In May 1999, this lawsuit
was settled through the physical transfer of the patent assigned to the Company.
Consulting Agreement
- --------------------
On April 1, 1999, the Company executed a consulting agreement with an
individual, who became an officer of the Company on May 20, 1999. This contract
was settled on July 6, 1999 with the issuance of 125,000 post-reverse split
shares of unregistered, restricted common stock, valued at approximately $6,000,
as compensation for various services rendered to the Company for the purpose of
identifying a suitable merger candidate for the Company and for paying certain
reactivation expenses on behalf of the Company.
8
<PAGE>
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(1) Caution Regarding Forward-Looking Information
This quarterly report contains certain forward-looking statements and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to the Company or management. When used in this document, the words
"anticipate," "believe," "estimate," "expect" and "intend" and similar
expressions, as they relate to the Company or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
the Company regarding future events and are subject to certain risks,
uncertainties and assumptions, including the risks and uncertainties noted.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described herein as anticipated, believed, estimated, expected or
intended. In each instance, forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.
(2) Results of Operations, Liquidity and Capital Resources
On May 20, 1999, the Company's then majority shareholder, Dr. Howard I.
Wertheim, executed a Stock Purchase Agreement whereby he sold 22,472,634 of the
24,911,165 pre-reverse split shares (2,247,263 of 2,491,250 post-reverse split
shares) of common stock then issued and outstanding to Halter Capital
Corporation in a cash transaction. Halter Capital Corporation then became the
Company's controlling shareholder.
On July 2, 1999, Halter Capital Corporation executed a Stock Purchase Agreement
whereby they sold 1,815,000 of the 2,491,250 post-reverse split shares of common
stock then issued and outstanding to Smiley J. Sansoni, Randall Denton, James
Brett Hudson, Dana Williams, Mira DeLane, Corporate Builders, Inc. and
Prosperity Power, Inc. (collectively New Shareholders). The New Shareholders
then became the Company's controlling shareholders. These individuals were also
the controlling shareholders of WorldWideWeb Institute, Inc.
On July 2, 1999, concurrent with the above transaction, the Company issued
approximately 5,025,000 shares of post-reverse split stock to acquire 100% of
the issued and outstanding stock of WorldWideWeb Institute, Inc. (a privately
owned Florida corporation). WorldWideWeb Institute, Inc. then became a
wholly-owned operating subsidiary of the Company.
The Company will retain its March 31 year-end for all future periods.
The Company's operating subsidiary, WorldWideWeb Institute, Inc. was
incorporated on February 12, 1998 under the laws of the State of Florida and
adopted a year-end of March 31. There were no operations through March 31, 1998.
For the year ended March 31, 1999, the subsidiary generated net sales of
approximately $2.6 million and net income after provision for income taxes of
approximately $104,000. Proforma earnings per share for the period ended March
31, 1999 were approximately $0.01 per share based on 7,641,250 weighted-average
shares issued and outstanding.
9
<PAGE>
(3) Year 2000 Considerations
The Year 2000 (Y2K) date change is believed to affect virtually all computers
and organizations. The Company has undertaken a comprehensive review of its
information systems, including personal computers, software and peripheral
devices, and its general communications systems. The Company has no direct
electronic links with any customer or supplier. In addition, the Company has
held discussions with certain of its software suppliers with respect to the Y2K
date change. The Company has completed its detailed review, as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be required to modify or replace significant portions of its computer
hardware or software and any such modifications or replacements are, or will be,
readily available. The Company has no known direct Y2K exposures and anticipates
that any costs associated with the Y2K date change compliance to have a material
effect on its financial position or its results of operations. There can be no
assurance until January 1, 2000, however, that all of the Company's systems, and
the systems of its suppliers, shippers, customers or other external business
partners will function adequately.
Part II - Other Information
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
On July 30, 1999, the Company amended its Articles of Incorporation to
issue up to 50,000,000 shares of $0.00001 par value Common Stock and to
effect a one (1) for ten (10) reverse stock split, with no fractional
shares being issued. All issued and outstanding share amounts in the
accompanying financial statements have been restated to reflect the
effect of this reverse stock split as of the first day of the first
period presented.
On May 20, 1999, the Company's then majority shareholder, Dr. Howard I.
Wertheim, executed a Stock Purchase Agreement whereby he sold 22,472,634
of the 24,911,165 pre-reverse split shares (2,247,263 of 2,491,250
post-reverse split shares) of common stock then issued and outstanding to
Halter Capital Corporation in a cash transaction. Halter Capital
Corporation then became the Company's controlling shareholder.
On July 2, 1999, Halter Capital Corporation executed a Stock Purchase
Agreement whereby they sold 1,815,000 of the 2,491,250 post-reverse split
shares of common stock then issued and outstanding to Smiley J. Sansoni,
Randall Denton, James Brett Hudson, Dana Williams, Mira DeLane, Corporate
Builders, Inc. and Prosperity Power, Inc. (collectively New Shareholders)
in a cash transaction. The New Shareholders then became the Company's
controlling shareholders. These individuals were also the controlling
shareholders of WorldWideWeb Institute, Inc.
On July 2, 1999, concurrent with the above transaction, the Company
issued approximately 5,025,000 shares of post-reverse split stock to
acquire 100% of the issued and outstanding stock of WorldWideWeb
Institute, Inc. (a privately owned Florida corporation). WorldWideWeb
Institute, Inc. then became a wholly-owned operating subsidiary of the
Company.
10
<PAGE>
Item 3 - Defaults on Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
The Company has held no regularly scheduled, called or special meetings
of shareholders during the reporting period.
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WorldWideWeb Institute.com, Inc.
August 6 , 1999 /s/ Smiley J. Sansoni.
------- ------------------------------------------
Smiley J. Sansoni.
President, Director and
Chief Executive Officer
August 6 , 1999 /s/ Ernest D. Chu
------- -------------------------------------------
Ernest D. Chu
Chief Financial Officer
and Director
11
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<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0000875579
<NAME> Spectrum Pharmaceutical Corporation
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
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<PP&E> 0
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<BONDS> 0
0
0
<COMMON> 76
<OTHER-SE> (76)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
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<TOTAL-COSTS> 18000
<OTHER-EXPENSES> (530000)
<LOSS-PROVISION> 0
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<INCOME-CONTINUING> 512000
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<EPS-BASIC> 0.21
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</TABLE>
