-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F9NsdpDYOgJcXPUElprygRu+2XrBMnAIn2h+822KNpz/0CnWK07o+NF8WYSv+NO5 oLjhMzKChQ7bXUb0E4OXfg== 0000891554-99-002323.txt : 19991215 0000891554-99-002323.hdr.sgml : 19991215 ACCESSION NUMBER: 0000891554-99-002323 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19991214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNET HOLDINGS INC CENTRAL INDEX KEY: 0001001601 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133758042 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-26888 FILM NUMBER: 99774040 BUSINESS ADDRESS: STREET 1: C/O LAW OFFICE OF BECKMAN MILLMAN & SAND STREET 2: 116 JOHN STREET CITY: NEW YORK STATE: NY ZIP: 10038 BUSINESS PHONE: 2124064700 MAIL ADDRESS: STREET 1: C/O LAW OFFICE OF BECKMAN MILLMAN & SAND STREET 2: 116 JOHN STREET CITY: NEW YORKMELVILLE STATE: NY ZIP: 10038 FORMER COMPANY: FORMER CONFORMED NAME: CHINA BIOMEDICAL GROUP INC DATE OF NAME CHANGE: 19951003 10QSB 1 QUARTERLY REPORT U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 10-QSB [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1998 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-26886 INTERNET HOLDINGS, INC. (Exact name of Company as specified in its charter) Utah 13-3758042 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) c/o Beckman, Millman & Sanders, LLP 10038 116 John Street - Suite 1313 (Zip Code) New York, New York (Address of principal executive offices) Company's telephone number, including area code: (212) 406-4700 Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ___ No _X_ The number of shares outstanding of the Issuer's common stock as of September 30, 1998 was 2,119,470 -1- PART I. FINANCIAL INFORMATION Item 1. Financial Statements BALANCE SHEET SEPTEMBER, 1998
September 30, December 31 ------------- ----------- 1998 1997 ----------- ----------- (Unaudited) (Note 1) ASSETS CURRENT ASSETS Cash 634 1,600 Other receivable -- 34,000 ----------- ----------- Total Current assets 634 35,600 ----------- ----------- $ 634 $ 35,600 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses $ 8,385 $ 20,380 ----------- ----------- Total current liabilities 8,385 20,380 ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 50,000,000 shares authorized, 2,119,470 shares issued and outstanding 2,119 2,119 Additional paid-in capital 5,723,560 5,723,560 Accumulated deficit (5,733,430) (5,710,459) ----------- ----------- Total stockholders' equity (7,751) 15,220 ----------- ----------- $ 634 $ 35,600 =========== ===========
The accompanying notes to financial statements are an integral part of this statement. F-1 INTERNET HOLDINGS, INC. STATEMENTS OF OPERATIONS UNAUDITED
Three Months Nine Months Twelve Months ------------ ----------- ------------- Ended Sept 30 Ended Sept 30 Ended December 31 1998 1998 1997 ------------------------------------------------ REVENUES $ 5 $ 78 $ 3,813 EXPENSES 2,771 23,049 130,974 ----------------------------------------- Loss from continuing operations (2,766) (22,971) (127,161) LOSS FROM DISCONTINUED OPERATIONS -- -- (2,359,612) ----------------------------------------- Net loss $ (2,766) $ (22,971) $(2,486,773) ========================================= PER SHARE DATA: Loss from continuing operations $ (0.00) $ (0.01) $ (0.70) ========================================= Loss from discontinued operations $ -- $ -- $ (1.30) ========================================= Net loss $ (0.00) $ (0.01) $ (1.37) ========================================= Weighted average number of common shares outstanding 2,119,470 2,119,470 1,813,706 =========================================
The accompanying notes to financial statements are an integral part of these statements. F-2 STATEMENTS OF CASH FLOWS UNAUDITED
Three Months Nine Months Twelve Months Ended Sept 30 Ended Sept 30 Ended December 31 1998 1998 1997 ------------------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (2,766) $ (22,971) $(2,486,773) Adjustments to reconcile net loss to net cash used by continuing operations: Loss from discontinued operations -- -- 2,359,612 Operating expenses satisfied by issuance of common stock -- (Increase)/Decrease in accounts receivable -- -- Increase (decrease) in accounts payable and accrued expenses -- (11,996) (87,239) (Increase)/Decrease in other receivables -- 34,000 (34,000) Increase in other liabilities -- -- ---------------------------------------- Net cash provided/(used) by operating activities (2,766) (966) (248,400) ---------------------------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Shares issued in orivate placement -- -- 2,375,000 Proceeds from convertible loan note -- -- 125,000 ---------------------------------------- Net cash provided by financing activities 2,500,000 ---------------------------------------- CASH FLOWS FROM INVESTING ACTIVITIES Investment in joint venture (2,250,000) ---------------------------------------- Net cash provided by investing activities (2,250,000) ---------------------------------------- NET INCREASE (DECREASE) IN CASH (2,766) (966) 1,600 CASH, BEGINNING OF PERIOD 3,400 1,600 -- ---------------------------------------- CASH, END OF PERIOD $ 634 $ 634 $ 1,600 ========================================= NON CASH INVESTING AND FINANCING ACTIVITIES: Corporation acquired by issuance of common shares $ 660,000 Corporation divested by cancellation of common shares (660,000) Shares issued in satisfaction of other obligations 72,500 Shares issued pursuant to conversion of loan note 12,500.00 ----------------------------------------
The accompanying notes to financial statements are an integral part of these statements. F-3 INTERNET HOLDINGS, INC. NOTES TO FINANCIAL STATEMENTS UNAUDITED (1) Basis of presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The balance sheet at December 31, 1997 has been derived from audited financial statements at that date. In the opinion of management all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1998 are not necessarily indicative of the results which may be expected for the year ended December 31, 1998. For further information refer to the financial statements and footnotes thereto for the year ended December 31, 1997. F-4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Sources of Capital As of September 30 1998, Internet Holdings, Inc. (the "Company" or "Registrant") had current assets of $634 as compared to $(197) as of September 30, 1997 and $35,600 as of December 31, 1997. At this time the Company had outstanding loans totaling $289,425. Formal demand had not been made on this liability but were it to be made the Company would have been unable to pay. This liability has now been settled as part of the settlement of legal proceedings effected in November 1999. Further funding will be necessary for the Company to continue its development. On October 27, 1999 the Company filed a Form 8-K setting out a contingent acquisition which, if consummated, would provide the Company with $2,160,000 in cash and liquid securities. This agreement is conditional on the settlement of all outstanding litigation, the filing of outstanding periodic and annual reports under the Securities Exchange Act of 1934, as amended, and the maintenance of the Company's quotation on the OTC - Bulletin Board. Results of Operations Following the divestiture of the Company's operating subsidiary Chiron Systems Ltd. ("CSL"), in December 1997, the Company has no operations. The Company continued to attempt to negotiate a settlement with regard to its indebtedness and legal proceedings. This was eventually settled in November 1999. During the period the Company was unable to negotiate such a settlement. The Company does not currently have funds to pursue any other business opportunities. -3- PART II OTHER INFORMATION Item 1. Legal Proceedings The Company was engaged in defending itself against legal proceedings with joint venture partners during the period. This was settled in November 1999 as reported in Form 10-KSB filing for December 31, 1997. Item 6. Exhibits and Reports on Form 8-K a) Exhibits - None b) The Registrant did not file any reports on Form 8-K for events which occurred during the nine month period ended September 30, 1999. -4- SIGNATURES In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on behalf by the undersigned, thereunto duly authorized. Internet Holdings, Inc. Date: December 13, 1999 /s/ Christopher Wilkes ---------------------- Christopher J. Wilkes President -5- -----END PRIVACY-ENHANCED MESSAGE-----