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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2004.
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transaction Period from _______ to _______
Commission File Number: 0-27083
W3 GROUP, INC.
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 84-1108035
------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
444 Madison Avenue, Suite 2904, New York, New York 10022
--------------------------------------------------------
(Address of Principal Executive Offices)
(212) 750-7878
---------------------------
(Issuer's Telephone Number)
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: 23,264,145 shares of Common Stock,
$.0001 par value, outstanding on September 30, 2004.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
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W3 GROUP, INC.
Form 10-QSB Quarterly Report
For Quarterly Period Ended September 30, 2004
Table of Contents
Page
----
PART I FINANCIAL INFORMATION 2
Item 1. Financial Statements 2
Unaudited Balance Sheet at September 30, 2004 and
Audited Balance Sheet at December 31, 2003 2
Unaudited Statements of Operations
For Three and Nine Months Ended
September 30, 2004 and September 30, 2003 3
Unaudited Statements of Cash Flows
For Nine Months Ended
September 30, 2004 and September 30, 2003 4
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Item 3. Controls and Procedures 14
PART II OTHER INFORMATION 15
SIGNATURE 15
CERTIFICATIONS 16
1
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
W3 GROUP, INC.
BALANCE SHEETS
--------------
September 30, 2004 December 31, 2003
(Unaudited) (Audited)
------------------ -----------------
ASSETS
------
Current assets:
Cash $ 0 $ 0
----------------- -----------------
Total current assets 0 0
----------------- -----------------
Total assets $ 0 $ 0
================= =================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable & accrued expenses $ 23,042 $ 369,283
----------------- -----------------
Total Current Liabilities: $ 23,042 $ 369,283
================= =================
Shareholder loan payable $ 64,654 $ 61,054
Stockholders' equity:
Preferred stock- $.0001 par value,
authorized 10,000,000 shares;
Issued and outstanding
Series B Convertible Preferred,
1,498,901 shares at September 30,
2004 and at December 31, 2003 $ 531,891 $ 531,891
Common stock- $.0001 par value,
authorized 40,000,000 shares;
Issued and outstanding 23,264,145
at September 30, 2004 and
at December 31, 2003 2,326 1,039
Additional paid-in-capital 1,977,284 1,592,412
Accumulated deficit (2,599,197) (2,555,679)
----------------- -----------------
Total shareholders' equity (87,696) (430,337)
----------------- -----------------
Total Liabilities &
Shareholders' Equity $ 0 $ 0
================= =================
The accompanying notes are an integral part of these financial statements.
2
W3 GROUP, INC.
STATEMENTS OF OPERATIONS
FOR THREE AND NINE MONTHS ENDED SEPTEMBER 30
--------------------------------------------
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
---------------------- ----------------------
2004 2003 2004 2003
---------- ---------- ---------- ----------
Revenues: $ 0 $ 0 $ 0 $ 0
========== ========== ========== ==========
General and
Administrative Expenses:
Consulting $ 0 $ 0 $ 36,000 $ 0
Administration 1,230 0 3,918 0
---------- ---------- ---------- ----------
Total General and
Administrative Expenses 1,230 0 39,918 0
---------- ---------- ---------- ----------
Loss From Operations $ (1,230) $ 0 $ (39,918) $ 0
========== ========== ========== ==========
Other Income and (Expenses):
Interest (Expense) $ (1,200) $ (1,200) $ (3,600) $ (3,600)
---------- ---------- ---------- ----------
Total Other Income
and (Expenses) (1,200) (1,200) (3,600) (3,600)
---------- ---------- ---------- ----------
Net Loss Before Provision
For Income Taxes $ (2,430) $ (1,200) $ (43,518) $ (3,600)
========== ========== ========== ==========
Provision For Income Taxes $ 0 $ 0 $ 0 $ 0
Net Loss $ (2,430) $ (1,200) $ (43,518) $ (3,600)
========== ========== ========== ==========
Net Loss Per Share
Basic and Fully Diluted $ (0.0001) $ 0.00 $ (0.0026) $ 0.00
========== ========== ========== ==========
Weighted Average
Number of Shares
Basic and Fully Diluted 23,264,145 5,392,084 16,734,196 5,392,084
========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
3
W3 GROUP, INC.
CASH FLOW STATEMENTS
FOR NINE MONTHS ENDED SEPTEMBER 30
----------------------------------
2004 2003
(Unaudited) (Unaudited)
----------------- -----------------
Operating Activities:
Net loss $ (43,518) $ (3,600)
Changes in other operating
assets and liabilities:
Increase in accrued interest 3,600 3,600
----------------- -----------------
(Decrease) Increase in payables 3,918 (45,000)
----------------- -----------------
Increase in consulting expenses 36,000 (108,000)
----------------- -----------------
Net cash used by operations $ 0 $ (153,000)
Cash flows from financing activities:
Issuance of Common Stock for services $ 0 $ 45,000
Issuance of Common Stock in exchange
for cancellation of debt 0 100,000
Issuance of Series B Preferred Stock
in exchange for cancellation of debt 0 8,000
----------------- -----------------
Net cash provided (used) by
financing activities $ 0 $ 153,000
Net increase (decrease) in cash
during the priod:
Cash balance at
beginning of the fiscal year $ 0 $ 0
----------------- -----------------
Cash balance at
end of the fiscal year $ 0 $ 0
================= =================
Supplemental disclosures of
cash flow information:
Interest paid during the period $ 0 $ 0
Income taxes paid during the period $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
4
W3 GROUP, INC.
NOTES TO THE FINANCIAL STATEMENTS
FOR THE THIRD QUARTER ENDED SEPTEMBER 30, 2004
----------------------------------------------
The accompanying financial statements of W3 Group, Inc. (the "Company") have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-QSB and Item 310(b) of Regulation S-B. In the opinion of
management, the financial statements reflect all adjustments considered
necessary for a fair presentation. For further information, refer to the
financial statements and footnotes thereto included in our annual report for the
year ended December 31, 2003 as filed with the Securities and Exchange
Commission on March 29, 2004.
1. Organization of the Company and Significant Accounting Principles
W3 Group, Inc. (the Company) was incorporated in the State of Colorado in
February 1988. The Company has no business operations at present and its
activities since inception are primarily related to its initial public offering
and merger activities.
In May 2003, the Company changed its state of incorporation to Delaware.
The Company ceased to be a development stage company in 1997.
Use of Estimates- The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make reasonable
estimates and assumptions that affect the reported amounts of the assets and
liabilities and disclosure of contingent assets and liabilities and the reported
amounts of revenues and expenses at the date of the financial statements and for
the period they include. Actual results may differ from these estimates.
Income taxes- The Company accounts for income taxes in accordance with the
Statement of Accounting Standards No.109 (SFAS No. 109), "Accounting for Income
Taxes". SFAS No. 109 requires an asset and liability approach to financial
accounting and reporting for income taxes. Deferred income tax assets and
liabilities are computed annually for differences between financial statement
and income tax bases of assets and liabilities that will result in taxable
income or deductible expenses in the future based on enacted tax laws and rates
applicable to the periods in which the differences are expected to affect
taxable income. Valuation allowances are established when necessary to reduce
deferred tax assets and liabilities to the amount expected to be realized.
Income tax expense is the tax payable or refundable for the period adjusted for
the change during the period in deferred tax assets and liabilities.
Recent accounting pronouncements- In June 2002, the FASB issued SFAS No. 146,
"Accounting for Costs Associated with Exit of Disposal Activities"(SFAS 146).
This Statement addresses financial accounting and reporting for costs associated
with exit or disposal activities. Under SFAS 146 companies will recognize a cost
associated with an exit or disposal activity when a liability has been incurred.
SFAS 146 also introduces discounting the liability associated with the exit or
disposal activity for the time between the cost being incurred and when the
5
liability is ultimately settled. Management has concluded that the adoption of
SFAS 146 would not have had a material impact on the Company's fiscal 2004
financial position or results of operations.
In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Institutions"(SFAS 146). The statement provides guidance on the
accounting for the acquisition of a financial institution where the excess of
the fair value of liabilities assumed over the fair value of tangible and
intangible assets acquired represents goodwill. Management has concluded that
the adoption of SFAS 147 would not have had a material impact on the Company's
fiscal 2004 financial position or results of operations.
In December 2002, The FASB issued FAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure, an amendment of FASB Statement No.
123". This statement expands the disclosure requirements with respect to stock-
based compensation. The transition guidance and annual disclosure provisions of
SFAS No. 148 are effective for fiscal years ending after December 15, 2002. The
adoption of SFAS No. 148 did not impact the Company's financial condition or
results of operations for fiscal year 2004.
2. Fair Value of Financial Instruments
The value of accounts payables and accrued expenses and shareholder loans
payable are estimated to approximate fair market value at September 30, 2004 and
September 30, 2003.
3. Preferred Stock
The class of preferred stock issued is as follows:
Series B Convertible Preferred Stock: Series B Convertible Preferred Stock has
a par value of $.0001 per share and is non-cumulative and non-participating.
The Series B Convertible Preferred Stock is convertible into common stock at a
conversion ratio of two preferred shares for one share of common stock.
On January 5, 2004, 159 shares of Series B Convertible Preferred Stock were
converted to 79 shares of common stock.
4. Issuance of Stock
On January 10, 2003, the Board of Directors authorized the issuance of 1,499,999
restricted shares (the "Shares") of Common Stock to two creditors of the Company
in payment of their outstanding invoices totaling $45,000 for prior consulting
services. The Shares were issued at the agreed upon rate of $0.03 per share.
On September 30, 2003, the Board of Directors authorized the issuance of
5,000,000 shares of Common Stock and 800,000 shares of Series B Convertible
Preferred Stock to a creditor owned by two Directors of the Company in payment
of a $108,000, which was a portion of the Company's outstanding debt for
operating expenses, rent and administrative services since 1996. The shares of
Common stock were issued at the agreed upon rate of $0.02 per share and the
shares of Series B Convertible Preferred Stock were issued at the agreed upon
rate of $0.01 per share.
6
During the second quarter of 2004, the Board of Directors authorized the
issuance of 5,314,216 shares of Common Stock to a creditor owned by two
Directors of the Company in payment of the Company's outstanding debt for
operating expenses since 1996, and the assumption of certain accounts payable.
The shares were issued at the agreed upon rate of $.03 per share.
During the second quarter of 2004, the Board of Directors authorized the
issuance of 6,357,766 shares of Common Stock to the Company's Acting President,
in payment of the Company's outstanding obligation for business and management
services rendered since 1996. The shares were issued at the agreed upon rate of
$.03 per share.
Also, during the second quarter of 2004, the Board of Directors authorized the
issuance of 1,200,000 shares of Common Stock to a Director of the Company in
lieu of cash payment for past services performed at the agreed upon rate of $.03
per share.
5. Addendum to the Consolidated Statement of Cash Flows
The stock issuance transactions occurring during the second quarter of 2004, as
described in Note 4 above, were excluded from the calculation of the statement
of cash flows since they did not involve transfer of cash.
6. Net Loss Per Share
The Company applies SFAS No. 128, "Earnings per Share" to calculate loss per
share. In accordance with SFAS No. 128, basic net loss per share has been
computed based on the weighted average of common shares outstanding during the
periods. Fully diluted loss per share includes the dilutive effects of
outstanding common stock equivalents.
The calculation of fully diluted loss per share excludes outstanding common
stock equivalents at September 30, 2004 and September 30, 2003 because their
inclusion would be anti-dilutive.
Other than the Series B Convertible Preferred stock discussed in Note 3, there
are no financial instruments outstanding convertible into common stock at
September 30, 2004 and September 30, 2003.
7. Related Party Transactions
Ameristar Group Incorporated, a shareholder and corporation owned by two
Directors of W3 Group, Inc. is currently providing office space and services to
the Company at no cost.
During fiscal year 2003, the Company issued 5,000,000 shares of common stock to
pay $100,000 due to a corporation owned by the two Directors of the Company.
During fiscal year 2003, the Company issued 800,000 shares of Series B
Convertible Preferred stock to pay $8,000 due to a corporation owned by the two
Directors of the Company.
During the second quarter of 2004, the Board of Directors authorized the
issuance of 5,314,216 shares of Common Stock to a creditor owned by two
Directors of the Company in payment of the Company's outstanding debt for
7
operating expenses since 1996, and the assumption of certain accounts payable.
The shares were issued at the agreed upon rate of $.03 per share.
During the second quarter of 2004, the Board of Directors authorized the
issuance of 6,357,766 shares of Common Stock to the Company's Acting President,
in payment of the Company's outstanding obligation for business and management
services rendered since 1996. The shares were issued at the agreed upon rate of
$.03 per share.
Also, during the second quarter of 2004, the Board of Directors authorized the
issuance of 1,200,000 shares of Common Stock to a Director of the Company in
lieu of cash payment for past services performed at the agreed upon rate of $.03
per share.
At September 30, 2004, the Company is indebted to four shareholders, including
two directors of the Company for notes payable in the amount of $40,000. The
loans are unsecured and due on demand and at 12% interest.
8. Concentration of Credit Risk
A principal shareholder of the Company has, in the past, paid expenses for the
Company. A withdrawal of the financial support from the principal shareholder
could have a material adverse effect on the financial condition of the company
and its ability to operate as a going concern.
9. Income taxes
There is no provision for federal or state income taxes for the three month
periods ended September 30, 2004 and 2003, since the Company incurred losses
from inception.
As of September 30, 2004, the Company has a net operating loss carry forward of
$2,599,197 which expires in various years through 2023. Should the Company
undergo an ownership change as defined in Section 382 of the Internal Revenue
Service Code, utilization of its tax net operating loss carry forwards may be
limited.
10. Going Concern Considerations
The accompanying financial statements have been presented in accordance with
generally accepted accounting principals, which assume the continuity of the
Company as a going concern. However, during the three months ending September
30, 2004 and in the prior several fiscal years, the Company has experienced, and
continues to experience, certain going concern issues related to profitability.
The Company has incurred a net loss of $2,599,197 since its inception.
Management's plans with regard to this matter include the search for an
operating entity for a business combination with the Company. There can be
assurance that management will be successful in finding a candidate suitable for
a business combination or that such business combination could be successfully
consummated.
8
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations
The following discussion and analysis should be read in conjunction with the
unaudited financial statements and notes thereto included in Part I - Item 1 of
this report, and Management's Discussion and Analysis of Financial Conditions
and Results of Operations and General Risk Factors Affecting us contained in our
annual report for the year ended December 31, 2003 as filed with the Securities
and Exchange Commission on March 29, 2004.
Forward-Looking Statements
Some of the information contained in this report may constitute forward-looking
statements or statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Any such forward-looking statements are based on current
expectations and projections about future events. The words, estimate, plan,
intend, expect, anticipate and similar expressions are intended to identify
forward-looking statements which involve, and are subject to, known and unknown
risks, uncertainties and other factors which could cause our actual results,
financial or operating performance, or achievements to differ materially from
future results, financial or operating performance, or achievements expressed
or implied by such forward-looking statements. Projections and assumptions
contained and expressed herein were reasonably based on information available to
us at the time so furnished and as of the date of this filing. All such
projections and assumptions are subject to significant uncertainties and
contingencies, many of which are beyond our control, and no assurance can be
given that the projections will be realized. Readers are cautioned not to place
undue reliance on any such forward-looking statements, which speak only as of
the date hereof. Careful consideration should be given to the General Risk
Factors contained in our Form 10-KSB for the year ended December 31, 2003. We
undertake no obligation to publicly release any revisions to these forward-
looking statements to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events.
Results of Operations
We did not have any revenue during the three month period ended September 30,
2004, or during the comparable period for the prior year, and have not had any
revenue since the first quarter of 1999.
The net loss for the three month period ended September 30, 2004 was $2,430
compared to a net loss of $1,200 for the comparable period in the prior year, an
increase of $1,230, resulting from an increase in administration expenses.
The net loss for the nine month period ended September 30, 2004 was $43,518
compared to a net loss of $3,600 for the comparable 2003 period, an increased
loss of $39,918, resulting from increased consulting expenses of $36,000 and
increased administration costs of $3,918.
We had no cash at September 30, 2004 and at December 31, 2003.
9
During the second quarter of 2004, the Board of Directors authorized the
issuance of 5,314,216 shares of Common Stock to a creditor owned by two
Directors of the Company in payment of the Company's outstanding debt for
operating expenses since 1996, and the assumption of certain accounts payable.
The shares were issued at the agreed upon rate of $.03 per share.
During the second quarter of 2004, the Board of Directors authorized the
issuance of 6,357,766 shares of Common Stock to the Company's Acting President,
in payment of the Company's outstanding obligation for business and management
services rendered since 1996. The shares were issued at the agreed upon rate of
$.03 per share.
Also, during the second quarter of 2004, the Board of Directors authorized the
issuance of 1,200,000 shares of Common Stock to a Director of the Company in
lieu of cash payment for past services performed at the agreed upon rate of $.03
per share.
On July 12, 2004, a Resolution was passed by the Board of Directors, which
extended the conversion period of the Series B Convertible Preferred Stock from
July 14, 2004 until the close of business on October 14, 2004. Each share of
Series B Preferred Stock may be converted to 0.5 (one half) share of Common
Stock at the election of the shareholder. (See Financial Statements, "Note 3 -
Capitalization.")
We are still pursuing L'Abbigliamento, Ltd., our former operating subsidiary, in
regard to obtaining payments toward the loan, which was written off in 2001. No
assurance can be made regarding any such payments.
We are continuing to look for suitable acquisition candidates. As of the date
of this Report, no additional acquisition candidates have been found, and there
is no assurance that any additional candidates will be found.
Present Overview
We intend to acquire, finance, and restructure operating companies that are
interested in a business combination. We are seeking to acquire companies that
would become wholly owned, or majority owned, subsidiaries of W3 and intend to
concentrate on existing companies that have proven markets, profitability, and
management.
Our approach is to develop "partnerships" with companies having exceptional
management in order to improve the long-term value of a business. The
participation of management through equity based compensation and stock
ownership is a crucial ingredient of our plan.
Liquidity and Capital Resources
At September 30, 2004, we had no cash. We have received an audit opinion, which
includes a "going concern" risk, which raises substantial doubt regarding our
ability to continue as a going concern. (See Financial Statements, "Note 9-
Going Concern Considerations".) Management is reevaluating business
opportunities and looking for a new business direction.
10
Risk Factors Affecting the Company
We have not had any business operations since the divestiture of our former
operating subsidiary, L'Abbigliamento, Ltd., effective March 31, 1999. Any
investment in our common stock involves a high degree of risk. You should
consider carefully the following information about the risks, together with the
other information contained in this report, before you decide to buy our common
stock. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us or that we
currently deem immaterial may also impair our operations. If any of the
following risks actually occur, our business would likely suffer and our results
could differ materially from those expressed in any forward-looking statements
contained in this report. In such case, the trading price of our common stock
could decline, and you may lose all or part of the money you paid to buy our
common stock.
1. We have no operations and no revenue.
We have no operations or revenue and therefore are subject to all the risks
inherent in such a business venture, many of which are beyond our control,
including the inability to implement successful operations, lack of capital to
finance acquisitions and failure to achieve market acceptance. In addition, we
face significant competition from many companies virtually all of which are
larger, better financed and have significantly greater market recognition than
us.
2. The ability to attract and retain highly qualified personnel to operate and
manage our business is extremely important and our failure to do so could
adversely affect us.
Presently, we are totally dependent upon the personal efforts of our current
management. The loss of any of our officers or directors could have a material
adverse effect upon our business and future prospects. We do not presently
have key-person life insurance upon the life of any of our officers or
directors. Further, all decisions with respect to management of our affairs
will be made exclusively by current management. We may also employ independent
consultants to provide business and marketing advice. Such consultants have no
fiduciary duty to us or our stockholders, and may not perform as expected. Our
success will, in significant part, depend upon the efforts and abilities of
management, including such consultants as may be engaged in the future.
Additionally, as we implement our planned acquisition of commercial operations,
we will require the services of additional skilled personnel. There can be no
assurance that we can attract persons with the requisite skills and training to
meet our future needs or, even if such persons are available, that they can be
hired on terms favorable to us.
3. Our financial statements contain a "going concern" qualification and our
operations are dependent upon our ability to raise additional working capital.
We may not be able to operate as a going concern. The independent auditor's
report accompanying our financial statements contains an explanation that our
financial statements have been prepared assuming that we will continue as a
going concern. We are in need to raise funds to implement our plans. As of
September 30, 2004, we had no cash and a total stockholders' deficit of
$2,599,197. This condition raises substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. As a
11
result, our ability to continue to operate as a going concern will depend upon
our ability to raise additional working capital. Our failure to raise funds
would materially and adversely affect our ability to continue as a going
concern.
4. Our ability to execute our acquisition strategy will require us to obtain
additional working capital.
Our business strategy will require that substantial capital investment and
adequate financing be available to us for the completion of acquisitions,
development and integration of operations and technology as needed. In the
event that we cannot obtain the necessary capital to fund our operations as
planned, we may need to limit our operations and activities. We cannot
guarantee that such capital investment will be available to us at all or on
terms that are acceptable to us. Our failure to obtain the necessary amount of
capital to fund our operations as currently anticipated could have a material,
adverse effect upon our capacity to continue operations.
5. The means by which we raise capital could cause substantial dilution to
stockholders or result in significant interest expense or restrictive covenants.
Our ability to operate as a going concern and to fund our planned acquisition
activities will require that we obtain substantial capital. We may raise these
funds by selling additional shares of our common stock or by incurring
additional debt. Depending on the terms negotiated with potential investors,
such shares of common stock may be issued at a price per share less than the
trading prices listed for our common stock on the OTC Bulletin Board and thus
may be significantly dilutive to our current stockholders. In addition, such
dilution could likely have a depressive effect on the market price of our
common stock, should a public market continue for our shares of common stock.
In addition, any debt financing that we are able to obtain, if any, may involve
significant interest expense or restrictive covenants that may limit our
activities.
6. Our business strategy depends upon our ability to acquire operating companies
and our failure to successfully do so would have a material adverse affect upon
our business.
Our acquisition plan depends on our ability to identify suitable acquisition
candidates, effectively integrate acquired companies into our organization,
retain personnel and customers in the acquired companies and obtain necessary
financing on acceptable terms. There can be no assurances that any transactions
will be consummated on the terms proposed. Our failure to consummate such
transactions on the terms proposed could have a material, adverse effect on our
business.
7. Our failure to successfully integrate any companies that we acquire would
materially and adversely affect our business.
Any acquisition that we complete or will contemplate, is accompanied by risks
which include difficulty assimilating the operations and personnel of acquired
businesses, maximizing our financial and strategic position through the
successful incorporation and integration of acquired personnel and customers,
maintaining uniform standards and preventing the impairment of relationships
with employees and customers. Additionally, as we implement our plan, there can
be no assurance that there will not be substantial unanticipated costs and
expenses associated with the start-up and implementation of such acquisition
12
plan. Our failure to integrate these businesses satisfactorily or to consummate
such transactions on the terms proposed could have a material, adverse effect on
our business.
8. The successful implementation of our business strategy depends upon the
ability of our management to monitor and control costs.
With respect to our planned operations, management cannot accurately project or
give any assurance with respect to our ability to control development and
operating costs and/or expenses in the future. Consequently, even if we are
successful in implementing our acquisition plan, of which there can be no
assurance, management still may not be able to control costs and expenses
adequately, and such operations may generate losses.
9. We may become subject to governmental regulations and oversight, which
could adversely affect our ability to continue or expand our business strategy.
Although our acquisition plans are currently not subject to any regulations, it
is possible that, in the future, such regulations may be legislated. Although we
cannot predict the extent of any such future regulations, a possibility exists
that future or unforeseen changes may have an adverse impact upon our ability to
continue or expand our business as presently planned.
10. We do not foresee issuing any cash dividends.
We have not paid any dividends to date nor, by reason of our present financial
status and contemplated financial requirements, do we anticipate paying any
dividends in the foreseeable future.
11. There is a lack of an active public market for our common stock.
Our Common Stock trades under the symbol "WWWG" and the Series B Convertible
Preferred Stock trades under the symbol "WWWGP" on the OTC Electronic Bulletin
Board. There can be no assurances, however, that a market will develop or
continue for our common stock. Our common stock may be thinly traded, if traded
at all, even if we achieve full operation and generate significant revenue. In
addition, our stock is defined as a "penny stock" under Rule 3a51-1 adopted by
the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. In general, a "penny stock" includes securities of companies
which are not listed on the principal stock exchanges or the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") or
National Market System ("NASDAQ NMS") and have a bid price in the market of less
than $5.00; and companies with net tangible assets of less than $2,000,000
($5,000,000 if the issuer has been in continuous operation for less than three
years), or which have recorded revenues of less than $6,000,000 in the last
three years. "Penny stocks" are subject to rule 15g-9, which imposes additional
sales practice requirements on broker-dealers that sell such securities to
persons other than established customers and "accredited investors" (generally,
individuals with net worth in excess of $1,000,000 or annual incomes exceeding
$200,000, or $300,000 together with their spouses, or individuals who are
officers or directors of the issuer of the securities). For transactions covered
by Rule 15g-9, a broker-dealer must make a special suitability determination for
the purchaser and have received the purchaser's written consent to the
transaction prior to sale. Consequently, this rule may adversely affect the
13
ability of broker-dealers to sell our common stock, and therefore, may adversely
affect the ability of our stockholders to sell common stock in the public
market.
12. Sales by our existing stockholders of shares of our common stock could cause
our stock price to decline.
A total of 23,264,145 shares of common stock were issued and outstanding as of
September 30, 2004, of which 21,030,748 shares thereof were "restricted
securities" as that term is defined under the Securities Act of 1933, as
amended. All such restricted shares must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from
registration becomes available. One exemption which may be available in the
future is Rule 144 adopted under the Securities Act. Generally, under Rule 144
any person holding restricted securities for at least one year may publicly sell
in ordinary brokerage transactions, within a 3 month period, the greater of one
(1%) percent of the total number of a company's shares outstanding or the
average weekly reported volume during the four weeks preceding the sale, if
certain conditions of Rule 144 are satisfied by the company and the seller.
Furthermore, with respect to sellers who are "non-affiliates" of the company, as
that term is defined in Rule 144, the volume sale limitation does not apply and
an unlimited number of shares may be sold, provided the seller meets a holding
period of 2 years.
Item 3. Controls and Procedures
Based on his evaluation, as of a date within 90 days of the filing of this Form
10-QSB, the Company's Chief Executive Officer and Chief Financial Officer has
concluded the Company's disclosure controls and procedures (as defined in Rules
13a-14 and 15d-14 under the Securities Exchange Act of 1934) are effective.
There have been no significant changes in internal controls or in other factors
that could significantly affect these controls subsequent to the date of his
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
14
PART II
OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable
Item 2. Change in Securities. None
Item 3. Defaults Upon Senior Securities. Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description
31 Certification Pursuant to Rule 13a-14 and 15d-14 Under
the Securities Exchange Act of 1934, As Amended
32 Certification Pursuant To 18 U.S.C. Section 1350, As
Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K
None
15
SIGNATURE
Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed in its
behalf by the undersigned, thereunto duly authorized.
Date: November 3, 2004 By: /s/ Robert Gordon
-----------------------------------
Robert Gordon
Acting President
Principal Financial Officer
16