SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): FEBRUARY 4, 1999
TELEHUBLINK CORPORATION
-----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-25002 59-3200879
- -------------------------------- ----------- ----------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation or Organization) File Number) Identification Number)
24 New England Executive Park
Burlington, MA 01803
- --------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (800) 342-1931
What A World!, Inc. P.O. Box 20125, Tampa, Florida 33622
- -------------------------------------------------------------------------------
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report)
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS.
On its Form 8-K filed February 19, 1999 TeleHubLink Corporation
(formerly known as What A World!, Inc.), a Delaware corporation (the
"Registrant"), advised the Securities and Exchange Commission that it would file
the required financial statements relating to the acquisition described therein.
Attached hereto are the required financial statements.
(a) HISTORICAL FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED (TeleHubLink
Corporation, a corporation organized under the laws of the Province of
Ontario, Canada)
PAGE
----
Auditors' Report from Giroux, Menard et Associes...........................3
Statement of Earnings and Deficit for the Initial
Period of Five Months ended December 31, 1998..........................4
Balance Sheet as of December 31, 1998......................................5
Statement of Changes in Financial Position for the
Initial Period of Five ended Months December 31, 1998..................6
Notes to the Financial Statements for the Initial
Period of Five Months ended December 31, 1998..........................7
(b) PRO FORMA FINANCIAL INFORMATION
Introduction...............................................................10
Pro forma Combined Balance Sheet as of January 30, 1999....................11
Pro forma Combined Statement of Operations for the
Period ended January 30,1999...........................................12
Notes to Pro forma Financial Statements as of January 30, 1999.............13
Signature..................................................................14
2
<PAGE>
AUDITORS' REPORT
To the Shareholders of
TELE HUB LINK CORPORATION
We have audited the balance sheet of TELE HUB LINK CORPORATION as of December
31, 1998, and the statements of earnings and deficit and changes in financial
position for the initial period of five months then ended. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the company as of December 31, 1998, and the
results of its operations and the changes in its financial position for the
initial period of five months then ended in accordance with generally accepted
accounting principles.
/s/ Giroux, Menard et Associes
- -----------------------------
Chartered Accountants
Longueuil, Quebec, Canada
April 5, 1999
3
<PAGE>
TELE HUB LINK CORPORATION
(A corporation organized under the laws of the Province of Ontario, Canada)
STATEMENT OF EARNINGS AND DEFICIT
FOR THE INITIAL PERIOD OF FIVE MONTHS ENDED DECEMBER 31,1998
FIVE MONTHS ENDED
DECEMBER 31,1998
-----------------
(U.S. DOLLARS)
Sales $ 151,790
Cost of Sales 144,168
-------
Gross Earnings 7,622
Expenses
Selling 46,090
Administration 112,068
Negotiating Fees 40,000
-------
Total Expenses 198,158
Net Loss and Deficit at the End $ (190,536)
===========
The accompanying notes are an integral part of these statements.
4
<PAGE>
TELE HUB LINK CORPORATION
(A corporation organized under the laws of the Province of Ontario, Canada)
<TABLE>
<CAPTION>
BALANCE SHEET
AS OF DECEMBER 31, 1998
DECEMBER 31, OPENING
ASSETS 1998 JULY 31, 1998
------ ------------- ------------
(US Dollars) (US Dollars)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 7,345 $ 94,979
Accounts Receivable (note 3) 32,214 -0-
Subscription to be received -0- 234
------------- -----------
Total current assets 39,559 95,213
Deposits 26,879 -0-
Investments (note 4) -0- 20,000
Fixed Assets (note 5) 197,712 -0-
------------- -------------
Total assets $ 264,150 $ 115,213
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities $ 52,075 $ -0-
Current portion of long-term debt 39,269 -0-
------------- -----------
Total current liabilities 91,344 -0-
Long-term debt (note 6) 161,744 -0-
Advances from shareholders, without interest 1,385 -0-
SHAREHOLDERS' EQUITY:
Capital stock (note 7) 200,213 115,213
Deficit (190,536) -0-
------------- -----------
Total shareholders' equity 9,677 115,213
------------- -----------
Total liabilities and shareholders' equity $ 264,150 $ 115,213
============= ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
5
<PAGE>
TELE HUB LINK CORPORATION
(A corporation organized under the laws of the Province of Ontario, Canada)
CHANGES IN FINANCIAL POSITION
FOR THE INITIAL PERIOD OF FIVE MONTHS ENDED DECEMBER 31,1998
<TABLE>
<CAPTION>
(OPENING)
DECEMBER 31, 1998 JULY 31, 1998
----------------- --------------
(US Dollars) (US Dollars)
<S> <C> <C>
OPERATIONS
Net loss $(190,536) $ -0-
Items not affecting cash:
Depreciation and amortization 19,652 -0-
Write off of investment 20,000 -0-
--------- ---------
Working Capital used by operations (150,884) -0-
Change in Non-Cash Items 20,095 (234)
(130,789) (234)
INVESTMENT
Investment in an Option to negotiate -0- (20,000)
Deposits (26,879) -0-
Additions to Fixed Assets (217,364) -0-
--------- ---------
Net cash provided by investing activities (244,243) (20,000)
FINANCING
Long-term Debt 201,013
Advances from Shareholders 1,385
Issue of shares 85,000 115,213
--------- ---------
Net cash used in financing activities 287,398 115,213
--------- ---------
CHANGE IN CASH POSITION (87,634) 94,979
CASH AT THE BEGINNING 94,979 -0-
--------- ---------
CASH AT THE END $ 7,345 $ 94,979
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE>
TELE HUB LINK CORPORATION
(A corporation organized under the laws of the Province of Ontario, Canada)
NOTES TO FINANCIAL STATEMENTS
FOR THE INITIAL PERIOD OF FIVE MONTHS ENDED DECEMBER 31,1998
1. INCORPORATION AND NATURE OF ACTIVITIES
The company, incorporated on May 15, 1998 under the Ontario Companies Act,
provides telemarketing services.
2. ACCOUNTING POLICIES
INVESTMENT
Investment is accounted for at cost.
FOREIGN CURRENCY TRANSACTIONS
Foreign currency transactions are converted to U.S. dollars using
the rate of exchange in effect at the balance sheet date for monetary
items in assets and liabilities. For non-monetary items in assets and
liabilities, the initial exchange rate is used. Income statement items
are converted at the average rate in effect during the transaction
month. Gains and losses on currency exchange are reported on the
statement of earnings.
DEPRECIATION
Fixed assets are depreciated according to the declining balance method
at the following rates:
Telecommunication equipment 20%
Furniture and fixtures 20%
Computer equipment 30%
3. ACCOUNTS RECEIVABLE
DECEMBER 31, 1998 OPENING JULY 31, 1998
(US DOLLARS) (US DOLLARS)
---------------- --------------------
Accounts Receivable 7,132 -0-
Sales Tax 25,082 -0-
------
32,214 -0-
4. INVESTMENTS
DECEMBER 31, 1998 OPENING JULY 31, 1998
(US DOLLARS) (US DOLLARS)
---------------- --------------------
Option to negotiate a
transaction with a U.S.
public corporation -0- 20,000
------ ------
7
<PAGE>
<TABLE>
<CAPTION>
5. FIXED ASSETS
DECEMBER 31, OPENING
1998 JULY 31, 1998
(US DOLLARS) (US DOLLARS)
------------ -------------
ACCUMULATED
COST DEPRECIATION NET VALUE NET VALUE
-------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Telecommunication
Equipment $122,260 $10,248 $112,012 $ -0-
Furniture and Fixtures 60,680 5,080 55,600 -0-
Computer Equipment 34,424 4,324 30,100 -0-
------- ------- ------- ------
217,364 19,652 197,712 -0-
======= ======= ======= ======
</TABLE>
6. LONG-TERM DEBT
DECEMBER 31, OPENING
1998 JULY 31, 1998
(US DOLLARS) (US DOLLARS)
------------ -------------
Chattle mortgage, 10%, payable in monthly
installments of $5,097 beginning in March 1999,
including interest, maturing in March 2003,
secured by all present and future tangible and
intangible assets 201,013 -0-
CURRENT PORTION 39,269 -0-
------- ------
161,744 -0-
======= ======
Estimated payments for each of the next five years are as follows:
(US Dollars)
------------
1999 $39,269
2000 47,128
2001 52,058
2002 57,503
2003 5,055
-------
201,013
=======
7. CAPITAL STOCK
AUTHORIZED
Common shares, voting and participating
Preferred shares, non-voting, non-participating, discretionary
dividend, redeemable at the amount of the consideration received
OPENING
DECEMBER 31, 1998 JULY 31, 1998
ISSUED AND PAID (US DOLLARS) (US DOLLARS)
- ----------------------------- ----------------- --------------
2,934,795 Common shares
(2,594,795 as of July 31, 1998) 200,213 115,213
======= =======
8
<PAGE>
7. CAPITAL STOCK (CONTINUED)
During the Five Months Ended December 31, 1998, the company issued 340,000
Common shares for a cash consideration of $85,000.
8. COMMITMENTS
Under the terms of a lease maturing in October 2003, the company is
committed to pay the following minimum amounts to which escalating
clauses will be added:
(US Dollars)
1999 $ 76,567
2000 92,350
2001 92,350
2002 92,350
2003 92,350
-------
$445,967
========
In April 1999, the company signed an agreement to rent additional
space, increasing the monthly rents from $5,804 to $7,696 beginning in
July 1999.
Also, the company signed an agreement with a long distance telephone
company for use of their services for a period of four years beginning
in March 1999, at a monthly commitment level of $35,000 for a total
commitment of $1,095,676.
9. SUBSEQUENT EVENTS
In January 1999, the company received an additional $95,000 for the
issuance of 380,000 Common shares bringing the total Common shares to
3,314,795.
On February 4, 1999, the company's shareholders have exchanged their
Common shares for shares of a US based public corporation, What A
World!, Inc., on the basis of 3.9252318 shares for every outstanding
share of Tele Hub Link Corporation. Consequently, Tele Hub Link
Corporation became a wholly-owned subsidiary of What A World!, Inc.
A deposit of $16,305 has been made in connection with a possible
acquisition of certain telecommunication assets.
10. RELATED PARTY TRANSACTIONS
As of December 31, 1998, consulting fees were paid to companies owned
by some shareholders for a total amount of $56,014.
11. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors
when information using year 2000 dates is processed. In addition,
similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. The effects of the Year
2000 Issue may be experienced before, on, or after January 1, 2000,
and, if not addressed, the impact on operations and financial reporting
may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is
not possible to be certain that all aspects of the Year 2000 Issue
affecting the entity, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.
9
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION
Introduction
On February 4, 1999, TeleHubLink Corporation (formerly known as What A
World!, Inc.), a Delaware corporation (the "Registrant"), acquired all the
issued and outstanding capital stock of Tele Hub Link Corporation, a corporation
organized under the laws of the Province of Ontario, Canada, ("Telehub") from
the TeleHub shareholders in exchange for an aggregate of 13,011,339 shares of
common stock of the Registrant and, as a result, TeleHub became a wholly-owned
subsidiary of the Registrant (the "Transaction"). In addition, in connection
with the Transaction, the Registrant amended its Certificate of Incorporation in
order to change its name from What A World!, Inc. to TeleHubLink Corporation.
The accompanying unaudited pro forma consolidated balance sheet is presented to
illustrate the effect of the Transaction on the financial statements, and
assumes the Transaction was completed on January 30, 1999. For accounting and
financial purposes, the Transaction will be accounted for as a recapitalization
of Telehub, with the issuance of shares of Telehub common stock for the net
assets of the Registrant.
The unaudited pro forma financial statements are included for informational
purposes only and are not necessarily indicative of the future financial
position or future results of operations of the combined company, or of the
financial position or results of operations of the combined company that would
have actually occurred had the Transaction taken place as of the date or for the
periods presented. These unaudited pro forma financial statements and the
accompanying notes may not be indicative of future financial position. The
unaudited pro forma information should be read in conjunction with the
historical financial statements of Tele Hub Link Corporation, a corporation
organized under the laws of the Province of Ontario, Canada, and the Registrant
presented herein. In the opinion of management, all adjustments have been made
that are necessary to present fairly the pro forma data.
10
<PAGE>
TELEHUBLINK CORPORATION
PRO FORMA BALANCE SHEETS
<TABLE>
<CAPTION>
(REGISTRANT) (TELEHUB)
TELEHUBLINK TELE HUB LINK
CORPORATION CORPORATION
JANUARY 30, DECEMBER 31, PRO FORMA PRO FORMA
1999 1998 ADJUSTMENTS BALANCE SHEET
----------- -------------- ----------- -------------
ASSETS (Audited) (Audited)
(US Dollars) (US Dollars)
CURRENT ASSETS:
<S> <C> <C> <C>
Cash $ 445 $ 7,345 $95,000(A) $ 102,790
Accounts Receivable -0- 32,214 -0- 32,214
Prepaid expenses and other current assets 5,891 -0- -0- 5,891
----------- -------------- ----------- -----------
Total current assets 6,336 39,559 95,000 140,895
DEPOSITS -0- 26,879 -0- 26,879
PROPERTY AND EQUIPMENT, net 1,000 197,712 -0- 198,712
----------- -------------- ----------- -----------
Total assets $ 7,336 $ 264,150 $95,000 $ 366,486
=========== =============== =========== ===========
LIABILITIES AND
SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and Accrued Expenses $ 71,643 52,075 -0- 123,718
Current maturities of capital lease obligations 1,981 -0- -0- 1,981
Current portion of Long-term Debt -0- 39,269 -0- 39,269
----------- -------------- ----------- -----------
Total current liabilities 73,624 91,344 -0- 164,968
LONG TERM DEBT -0- 161,744 -0- 161,744
ADVANCES FROM SHAREHOLDERS, without
interest -0- 1,385 -0- 1,385
----------- -------------- ------------ -----------
Total liabilities 73,624 254,473 -0- 328,097
SHAREHOLDERS' EQUITY:
Common stock 21,181 200,213 (70,099)(C) 151,295
Additional paid-in capital 4,538,782 -0- (4,626,251)(B) 77,630
70,099 (C)
95,000 (A)
Accumulated deficit (4,626,251) (190,536) 4,626,251 (B) (190,536)
----------- -------------- ----------- -----------
Total shareholders' equity (66,288) 9,677 95,000 38,389
----------- -------------- ----------- -----------
Total liabilities and
shareholders' equity $ 7,336 $ 264,150 $ 95,000 $ 366,468
=========== =============== =========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
11
<PAGE>
TELEHUBLINK CORPORATION
PRO FORMA CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
(REGISTRANT) (TELEHUB)
TELEHUBLINK TELE HUB LINK
CORPORATION CORPORATION
FOR THE 12 MONTHS FOR THE FIVE MONTHS PRO FORMA
ENDED ENDED PRO FORMA STATEMENT OF
JANUARY 30, 1999 DECEMBER 31, 1998 ADJUSTMENTS OPERATIONS
----------------- ------------------ ----------- ----------
<S> <C> <C> <C> <C>
Sales $ -0- $ 151,790 -0- $ 151,790
Cost of Sales -0- 144,168 -0- 144,168
---------------- ----------------- ----------- -----------
Gross Earnings -0- 7,622 -0- 7,622
Expenses
General and administrative expenses 112,057 158,158 $ 270,215
Negotiating Fees -0- 40,000 -0- 40,000
---------------- ----------------- ----------- -----------
Total Expenses (112,057) (198,158) -0- (310,215)
---------------- ----------------- ----------- -----------
Net Loss $ (112,057) $ (190,536) $ -0- $ (302,593)
================ ================= =========== ===========
Accumulated Deficit, beginning of year $(4,514,194) -0- (4,514,194)
Accumulated Deficit, end of year $(4,626,251) $ (190,536) (4,816,787)
Net (loss) per weighted average common
and common equivalent share - basic and
diluted $ (.05) $ (.06) $ -0- $ (.02)
================ ================= =========== ===========
Weighted average common and common
equivalent shares outstanding 2,118,125 2,934,795 1,491,588(D) 15,129,464
</TABLE>
The accompanying notes are an integral part of these statements.
12
<PAGE>
NOTES TO THE PRO FORMA FINANCIAL STATEMENTS
1. Pro Forma Balance Sheet Adjustments
Pro Forma Balance Sheet adjustments were made for:
A- the issuance of 220,000 and 160,000 Telehub Shares at $.25 per
share in January 1999,
B- the elimination of the Registrant's retained deficit, and
C- the issuance of 13,011,339 shares of $.01 par value TeleHubLink
Corporation's (the Registrant) common stock (3.9252318
shares of Registrant for 1 of Telehub), and the addition of
shares to proforma consolidated company total to match total
outstanding shares of 15,129,464.
2. Subsequent Events
Subsequent to February 4, 1999, 2,593,979 common shares were issued
by the Registrant for a total amount of $236,465 of which $199,100
was received as of February 28, 1999.
3. Pro Forma Condensed Statement of Operations Adjustments
(D) A Pro Forma Condensed Statement of Operations adjustment was made
for the consolidation of outstanding shares following the issuance of
13,011,339 shares of $.01 par value TeleHubLink Corporation's (the
Registrant) common stock (3.9252318 shares of Registrant for 1 of
Telehub), and the addition of shares to proforma consolidated company
total to match total outstanding shares of 15,129,464, excluding
shares referred to in note 2 above.
13
<PAGE>
SIGNATURES
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 duly authorized.
TeleHubLink Corporation
Date: APRIL 20, 1999 By: /s/ BRUCE W. YOUNG
-------------- ------------------
Bruce W. Young
President
14
