-----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, TVLxow9hqn1rC1fQd3ytgfHI9E0WcNZvun3JFjFTdxwE7G/JzNA2qSD69NwocTfL 8yLoSWZIB7fufXmg4qISpQ== 0000950168-96-001561.txt : 19960816 0000950168-96-001561.hdr.sgml : 19960816 ACCESSION NUMBER: 0000950168-96-001561 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960815 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-26888 FILM NUMBER: 96616209 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 10-Q 1 INTERNET HOLDINGS, INC. #44955.1 Form 10-Q 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, 1996 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. (formerly China Biomedical Group, Inc.) (Exact name of Registrant as specified in its charter) State of Utah 13-3758042 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) c/o The Law Office of Steven A. Sanders, P.C. 50 Broad Street, Suite 437 New York, New York 10004 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (212) 681 8400 -------------------- Indicate by check mark whether the Registrant (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 Registrant 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, 1996 the Registrant had current assets of $0.00 as compared to $89,243 as of March 31, 1996 and $70,558 as of December 31 1995. The registrant had total assets of $3,000,000 as of June 30, 1996. To provide funds for future development the company intends to do a small private placement once the company considers market conditions to be favourable. Results of Operations It was stated in the 10-Q for the period ended March 31 1996 that the Registrant had entered into a contract to dispose of its wholly owned subsidiary C.B. Marketing & Investment Ltd. This was in order to avoid substantial liabilities which would otherwise have been incurred by the Registrant. This disposal was approved at a special meeting of shareholders on April 22, 1996. On June 30, 1996, the Company acquired a license from Interactive Media Europe Ltd to exploit certain of that companies Internet related technologies. This license was acquired by the Company in exchange for 3,000,000 shares of its authorized but unissued shares of common stock. Currently the Company is pursuing a policy of investing in research and development to exploit the licences which it has acquired. It does not expect to realize significant revenues in the immediate future from these activities. 2 PART II Item 1. Legal Proceedings Neither the Registrant not 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 At a special meeting of shareholders on April 22, 1996 the Company approved a Divestiture Agreement to dispose of its interest in C.B. Marketing & Investment Ltd. A total of 738,859 shares were voted in favour of the divestiture. No shares were voted against and 373,210 abstained. Item 5 Other Information On June 30, 1996, the Company acquired a license from Interactive Media Europe Ltd to exploit certain of that companies Internet related technologies. This license was acquired by the Company in exchange for 3,000,000 shares of its authorized but unissued shares of common stock. The Company's business direction was changed in connection with the acquisition of the above license from Interactive Media Europe Ltd. Additionally, effective June 30, 1996, the Company's name was changed from China Biomedical Group, Inc. to Internet Holdings, Inc. Item 6 Exhibits and Reports on Form 8-K (A) Exhibits 1. Certificate of change of name 3 (B) Reports on Form 8-K None filed this quarter. 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 thereto duly authorized. Dated this 14 day of August, 1996 Internet Holdings, Inc. (the Registrant) By: /s/ Richard O'Dell Poulden _____________________________ President 4 [SEAL] State of Utah DEPARTMENT OF COMMERCE Division of Corporation & Commercial Code 150 East 300 South, Second Floor P.O. Box 45801 Salt Lake City, Utah 84145-0801 Greetings: The Division of Corporations and Commercial Code has received notice of the resignation of your registered agent. A copy of the resignation notice is enclosed for your records. The effective date of the resignation is 30 days after the "date received" stamp indicated on the document. Each business organization is required by law to continuously maintain a registered agent in Utah. Please appoint a new registered agent and submit the completed form below to our offices within 30 days. A corporation, limited partnership, limited liability company or dba is subject to suspension, revocation or cancellation if it does not file a replacement registered agent. You may designate your new registered agent on this form and return it to the Division offices. If you have any questions please call (801)530-4849. Filed in the Division of Corporations & Commercial Code of the Utah Dept. of Commerce Sincerely, Date: 7/11/96 Korla T. Woods, Director By: (Sig. appears here) Division of Corporations Customer Service Agent and Commercial Code - -------------------------------------------------------------------------------- Name of Business Organization: INTERNET HOLDINGS LTD. fka CHINA BIOMEDICAL GROUP, INC. File #: 073631 Type of Business Organization (Circle One): [Corporation], Limited Partnership, Limited Liability Partnership, Limited Liability Company, or DBA. Old Registered Agent: ROBERT K. IPSON Registered Address: 1873 CARRIGAN CIRCLE SALT LAKE CITY, UTAH 84109 New Registered Agent: ROBERT TEW New Registered Office Street Address: 2014 EAST RIDGEHILL, BOUNTIFUL, UTAH 84010 The above changes were authorized by resolution of the governing board as required of our business organization by state law. Under penalties of perjury, we declare that this information is to the best of our knowledge and belief, true, correct and complete. /s/ Robert Tew /s/ Richard O'Dell Poulden - ------------------------------ ------------------------------- Robert Tew Richard O'Dell Poulden Signature of NEW Registered Agent Signature of authorized Corporations Officer, General Partner or Member or Applicant State of Utah Department of Commerce Division of Corporations and Commercial Code I Hereby certify that the foregoing has been filed and approved on the 11 day of July 96 In the office of this Division and hereby issue this Certificate thereof. Examiner (Sig. appears here) Date: 7/12/96 /s/ Korla T. Woods - ----------------------------- Korla T. Woods Division Director ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF CHINA BIOMEDICAL GROUP, INC. Pursuant to the provision of Section 16-10a-1006 of the Utah Revised Business Corporation Act, China Biomedical Group, Inc. hereby adopts the following amendment to its Articles of Incorporation. AMENDMENT Effective June 30, 1996, Article I of the Company's Article of Incorporation is amended to read as follows: Article I - Corporate Name. The name of the Corporation is INTERNET HOLDINGS, INC. (rp) ADOPTION OF AMENDMENT The above amendment to the Articles of Incorporation of China Biomedical Group, Inc., was duly adopted by the shareholders of the corporation on June 15, 1996 pursuant to the requirements of the Utah Revised Business Corporation Act, as follows: Voting Number of Undisputed No. of Votes Group Shares Votes Represented Designation Outstanding Allowed by written consent Common Stock 572,069 572,069 438,750 The shareholders voted pursuant to written consent as follows follows on such Amendment: Voting Group Votes For Votes Against Designation Amendment Amendment Common Stock 438,750 0 The number of shares cast for the amendment by the sole voting group was sufficient for approval of the amendment by the voting group. 1 EFFECTIVE DATE OF THIS AMENDMENT Pursuant to the provisions of Section 16-10a-123(2), this amendment shall be effective at the beginning of business on June 30, 1996. IN WITNESS WHEREOF, the undersigned president and secretary, having been thereunto duly authorized, have executed the foregoing Articles of Amendment for the corporation this 15th day of June, 1996. By /s/ Richard O'Dell Poulden ------------------------- Richard O'Dell Poulden, President Attest: /s/ Lewis M. Klee - ---------------------------------- Lewis M. Klee, Assistant Secretary INTERNET HOLDINGS, INC. (FORMERLY CHINA BIOMEDICAL GROUP, INC.) BALANCE SHEETS
June 30, December 31, 1996 1995 ----------------- ----------------- ASSETS (Unaudited) (Note 1) CURRENT ASSETS: Cash $ - $ 1,489 Net assets of discontinued operations - 8,842,881 ----------------- ----------------- Total current assets - 8,844,370 ----------------- ----------------- INTANGIBLE ASSETS 3,000,000 - ----------------- ----------------- $ 3,000,000 $ 8,844,370 ================= ================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Loans payable $ - $ 70,000 Accrued expenses 82,316 75,145 ----------------- ----------------- Total current liabilities 82,316 145,145 ----------------- ----------------- STOCKHOLDERS' EQUITY: Common stock, $.001 par value, 50,000,000 shares authorized, 4,688,069 and 1,112,069 shares issued and outstanding, respectively 4,688 1,112 Additional paid-in capital 7,906,386 13,292,503 Accumulated deficit (4,993,390) (4,594,390) ----------------- ----------------- Total stockholders' equity 2,917,684 8,699,225 ----------------- ----------------- $ 3,000,000 $ 8,844,370 ================= =================
See notes to financial statements. F-1 INTERNET HOLDINGS, INC. (FORMERLY CHINA BIOMEDICAL GROUP, INC.) STATEMENTS OF OPERATIONS (UNAUDITED)
Three months ended June 30, Six months ended June 30, 1996 1995 1996 1995 ------------- ------------ ---------------- ---------------- NET SALES AND REVENUES $ -- $ -- $ -- $ -- SELLING, OPERATING AND ADMINISTRATIVE EXPENSES 153,710 -- 153,710 -- ----------- ----------- ---------------- ---------------- Loss from continuing operations (153,710) -- (153,710) -- LOSS FROM OPERATIONS OF DISCONTINUED SUBSIDIARY -- (460,613) (245,290) (1,056,938) ----------- ----------- ---------------- ---------------- Net loss $ (153,710) $ (460,613) $ (399,000) $ (1,056,938) =========== =========== ================ ================ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 825,034 881,000 968,553 618,394 =========== =========== ================ ================ Loss from continuing operations per share $ (0.19 $ -- $ (0.16) $ -- =========== =========== ================ ================ Net loss per share $ (0.19) $ (0.52) $ (0.41) $ (1.71) =========== =========== ================ ================
See notes to financial statements. F-2 INTERNET HOLDINGS, INC. (FORMERLY CHINA BIOMEDICAL GROUP, INC.) STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30, ----------------------------------------- 1996 1995 ------------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (399,000) $ (1,056,938) Adjustments to reconcile net loss to net cash used by operating activities: Decrease in accounts receivable - 6,910 Decrease in accrued expenses 7,171 797 Decrease in bank overdraft - (7,707) ------------------- ------------------- Net cash used by operating activities (391,829) (1,056,938) ------------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) decrease in net assets of discontinued operations 8,842,881 (8,556,247) Increase in intangible assets (3,000,000) - ------------------- ------------------- Net cash provided (used) by investing activities 5,842,881 (8,556,247) ------------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in common stock and additional paid-in capital 3,533,050 9,613,185 Decrease in common stock and additional paid-in capital (8,915,591) - Decrease in loans payable (70,000) - ------------------- ------------------- Net cash provided (used) by financing activities (5,452,541) 9,613,185 ------------------- ------------------- NET INCREASE (DECREASE) IN CASH (1,489) - CASH, BEGINNING OF PERIOD 1,489 - ------------------- ------------------- CASH, END OF PERIOD $ - $ - =================== ===================
See notes to financial statements. F-3 INTERNET HOLDINGS, INC. (FORMERLY CHINA BIOMEDICAL GROUP, 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 the 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, 1995 has been derived from the audited financial statements at that date. In the opinion of management, all adjustments (consisting of normal recurring adjustments and certain adjustments discussed in Note (2)) considered necessary for a fair presentation have been included. Operating results for the three-month and six-month periods ended June 30, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended December 31, 1995. (2) Discontinued operations On April 22, 1996, China Biomedical Group, Inc. (the "Company") entered into an agreement to sell its wholly-owned operating subsidiary, CB Marketing and Investment Ltd. (the "Subsidiary") to its former owners on the basis of one share of the Subsidiary for one share of the Company. Accordingly, the assets and liabilities of the Subsidiary as of December 31, 1995 have been restated as net assets of discontinued operations, and the operating results for the Subsidiary have been reflected as loss from operations of discontinued subsidiary for all periods presented. (3) Intangible assets Effective June 30, 1996, the Company issued 3 million shares of $.001 par value common stock in connection with the acquisition of certain media related licenses which have been valued at $3,000,000. (4) Change of name Effective June 30, 1996, the Company changed its name to Internet Holdings, Inc. F-4 EX-27 2 EXHIBIT 27 (FDS)
5 6-MOS DEC-31-1996 APR-01-1996 JUN-30-1996 0 0 0 0 0 0 0 0 3,000,000 82,316 0 0 0 4,688 2,912,996 3,000,000 0 0 0 0 153,710 0 0 (153,710) 0 (153,710) 0 0 0 (153,710) (.19) 0
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