-----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, JNkJ2dBEKcBXP6zX1mTzyQxiVmTsJQUqtRWOkJ3Hk2RoEpMke5eXSPs4MCpBTUoA BWmFlWnBq1I9verSmTLqaA== 0000950168-97-003567.txt : 19971205 0000950168-97-003567.hdr.sgml : 19971205 ACCESSION NUMBER: 0000950168-97-003567 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971204 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA BIOMEDICAL GROUP 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: 97732288 BUSINESS ADDRESS: STREET 1: C/O ALCOTT SIMPSON & CO STREET 2: 250 PARK AVENUE STE 1930 CITY: NEW YORK STATE: NY ZIP: 10117 BUSINESS PHONE: 2126818400 MAIL ADDRESS: STREET 1: C/O ALCOTT SIMPSON & CO INC STREET 2: 250 PARK AVENUE STE 1930 CITY: NEW YORKMELVILLE STATE: NY ZIP: 10117 10QSB 1 INTERNET HOLDINGS, INC. 10-QSB 64192 FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] 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) STATE OF UTAH 13-3758042 (State or other jurisdiction (I.R.S. Employer of incorporation or organisation) Identification Number) C/O THE LAW OFFICE OF LEWIS M. KLEE, 40 EXCHANGE PLACE, 8TH FLOOR NEW YORK, NEW YORK 10004 (Address of principal executive offices) Company's telephone number, including area code: (212) 271 4366 -------------------- 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.....X..... NO.......... - -------------------------------------------------------------------------------- 1 PART I ITEM 1. FINANCIAL STATEMENTS Attached. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Sources of Capital As of June 30, 1997 the Company had current assets of $370,745 as compared to $89,243 as of March 31, 1996 and $0.00 as of December 31 1996. It should be noted that the major changes between the two reporting periods are accounted for by the Company's acquisition of Chiron Systems Ltd (CSL), which is the Company's main operating subsidiary. In the prior period the Company had no revenue from operations. Recently the Company has signed a letter of intent with Teledata Sendirian BHD., a wholly owned subsidiary of Sapura Holdings SDH. BDH. This covers a joint venture with Sapura to manufacture and market the Company's products in Malaysia and ASEAN. It also provides the Company with low cost manufacturing facilities for the Company's products for sale in ASEAN and the rest of the world. Although CSL has performed well in the first half of this year, and the Company has raised funds on the basis of the potential of CSL it should be noted that further capital will be necessary for the Company to continue its operations as well as fund its research and development program. The Company has no present commitments for such funding and there can be no assurance that such funding can be raised. If sufficient funding is not obtained the Company may be forced to limit, suspend or discontinue its operations. Results of Operations On May 22, 1997 the Company acquired the whole of the issued capital of Chiron Systems Ltd. (CSL), in exchange for 2,640,313 shares of the Company's common stock. CSL is an English company, engaged in the business of designing and developing products for the Integrated Services Digital Network (ISDN) market place. CSL was a management buy-out from GEC-Plessey Telecommunications ("GPT") in 1993 and had transferred to it, under the terms of that buy-out, rights to certain technology developed by GPT which had a development cost in excess of $6 million. 2 The Company is now engaged in the business of providing hardware and software products and services for the Internet and ISDN markets. ISDN is the international digital telecommunications standard that has been adopted worldwide. It provides two 64-kilobit channels for voice and/or data and one 8-kilobit signalling channel. This provides clear digitised speech and high-speed error free data communication. In Europe and Asia in particular telecommunications suppliers are moving rapidly to introduce ISDN service. The Company's wholly owned subsidiary, CSL, is one of the leading suppliers of ISDN converters and ISDN termination points (Anatel 4000 range) and also of ISDN "modems" (SAT 100 range) in Europe. Launched in 1996 these products are already in use by three European PTTs and have been placed on the bidding list for several more. CSL has other telephony products ready for market all based around its proprietary ISDN technology. PART II ITEM 1. LEGAL PROCEEDINGS Neither the Company nor its subsidiaries were subject to any legal proceedings during the reporting period. ITEM 2 CHANGE IN SECURITIES. Not Applicable ITEM 3 DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5 OTHER INFORMATION Effective June 17, 1997 the Company effected a 1 for 2 reverse stock split of the issued and outstanding shares of common stock. The par value of the common stock and the total amount authorised were not affected. 3 ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K REPORTS ON FORM 8-K The Form 8-K filed May 22, 1997 is incorporated herein by reference. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorised. Dated this ___20th _____ day of November, 1997 INTERNET HOLDINGS, INC. (The Company) By: /s/ Christopher Wilkes ---------------------- Christopher J. Wilkes President 5 INTERNET HOLDINGS, INC. BALANCE SHEET JUNE 30, 1997
June 30, December 31, 1997 1996 (Unaudited) (Note 1) ASSETS CURRENT ASSETS: Cash 61,042 - Accounts Receivable 116,842 - Stock 192,862 - ------------------ ---------------- Total Current Assets $ 370,745 $ - ------------------ ---------------- FIXED ASSETS 2,323,480 - INTANGIBLE ASSETS 702,295 - ----------------- ---------------- $ 3,396,520 $ - ================== ================ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Bank Overdraft $ 131,220 - Taxes payable 21,090 - Accounts payable and accrued expenses 386,086 70,507 Other liabilities ------------------ ---------------- Total current liabilities 538,396 70,507 ------------------ ---------------- Long term loans 403,584 - ------------------ ---------------- Total liabilities 941,980 70,507 ------------------ ---------------- STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 50,000,000 shares authorized, 1,697,858 and 3,160,208 shares issued and outstanding respectively 3,160 1,698 Additional paid-in capital 5,651,481 3,151,481 Accumulated deficit (3,200,101) (3,223,686) ------------------ ---------------- Total stockholders' equity 2,454,540 (70,507) ------------------ ---------------- $ 3,396,521 $ - ================== ================
The accompanying notes to financial statements are an integral part of this statement. F-1 INTERNET HOLDINGS, INC. STATEMENTS OF OPERATIONS UNAUDITED
Three Months Ended June 30 Six Months Ended June 30 -------------------------- ------------------------ 1997 1996 1997 1996 ----------------- ------------------- ------------------ ----------------- REVENUES $ 333,739 $ - $ 563,239 $ - COST OF SALES 161,339 260,285 ----------------- ------------------- ------------------------------------ Gross Profit 172,401 - 302,955 - SELLING, OPERATING AND ADMINSTRATIVE EXPENSES 122,010 15,000 220,059 15,000 ----------------- ------------------- ------------------ ----------------- Profit from operations 50,391 (15,000) 82,895 (15,000) INTEREST CHARGES 13,225 - 31,114 - DEPRECIATION 22,485 28,196 ----------------- ------------------- ------------------ ----------------- Profit / (Loss) before provision for income taxes 14,681 (15,000) 23,585 (15,000) PROVISION FOR INCOME TAXES - - - - ----------------- ------------------- ------------------ ----------------- Net Profit / (Loss) $ 14,681 $ (15,000) $ 23,585 $ (15,000) ================= =================== ================== ================= Profit / (Loss) per share $ 0.00 $ (0.02) $ 0.01 $ (0.02) ----------------- ------------------- ------------------ ----------------- Weighted average number of common shares outstanding 3,160,208 825,034 3,160,208 968,553 ================= =================== ================== =================
The accompanying notes to financial statements are an integral part of these statements. F-2 INTERNET HOLDINGS, INC. STATEMENTS OF CASH FLOWS UNAUDITED
Six Months Ended June 30, 1997 1996 ------------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Proft / (Loss) $ 23,585 $ (399,000) Adjustments to reconcile net profit to net cash used by continuing operations: Depreciation and amortization 28,196 (Increase)/Decrease in stock (192,862) (Increase)/Decrease in accounts receivable (116,842) Increase/(Decrease) in accounts payable and accrued expenses 315,579 7,171 (Increase) Decrease in payroll and sales taxes payable 21,090 Increase (Decrease) in bank overdraft 131,220 ------------------- ------------------ Net cash Generated/(Used) by operating activities 209,968 (391,829) ------------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) decrease in assets (3,025,775) 176,087 ------------------- ------------------ Net cash provided (used) by investing activities (3,025,775) 176,087 ------------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock 1,462 - Increase in loans payable 403,584 Increase in additional paid-in capital 2,471,803 (155,054) ------------------- ------------------ Net cash provided by financing activities 2,876,849 (155,054) ------------------- ------------------ NET INCREASE (DECREASE) IN CASH 61,042 (370,796) CASH, BEGINNING OF PERIOD - 33,087 ------------------- ------------------ CASH, END OF PERIOD $ 61,042 $ (337,709) =================== ==================
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, 1996 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 six month period ended June30, 1997 are not necessarily indicative of the results which may be expected for the year ended December 31, 1997. For further information refer to the financial statements and footnotes thereto for the year ended December 31, 1996. F-4 -----END PRIVACY-ENHANCED MESSAGE-----