-----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, RpUcyvBnnDfbdA7QGR97n8Ep3Wrk29UKEJRyLYb+Ga0SPJDynU3OoKY6DdaZKeZK oFTtYImT4Vkd37uOR/vLbQ== 0000950168-96-002256.txt : 19961122 0000950168-96-002256.hdr.sgml : 19961122 ACCESSION NUMBER: 0000950168-96-002256 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961121 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: 1934 Act SEC FILE NUMBER: 000-26888 FILM NUMBER: 96670421 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. 10QSB 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 September 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. (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 organisation) Identification Number) c/o The Law Office of Lewis M. Klee 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.... 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 September 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 commence a $200,000 private placement during the quarter commencing October 1, 1996 once the company considers market conditions to be favourable. The Company has no present commitments for such funding and there can be no assurance that such funding can be raised. Results of Operations 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 authorised but unissued shares of common stock. The issuance of the shares was contingent upon the satisfactory completion of the Company's due diligence process. As a result of this due diligence process the Company has decided not to proceed with the licence as originally formulated and thus the shares were never issued. The Company does not expect to realise significant revenues in the immediate future from these activities. 2 PART II Item 1. Legal Proceedings Neither the Registrant 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 None Item 6 Exhibits and Reports on Form 8-K Reports on Form 8-K None filed this quarter. 3 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 authorised. Dated this ___15th _____ day of November, 1996 Internet Holdings, Inc. (the Registrant) By: /s/ Christopher J. Wilkes ---------------------------- Christopher J. Wilkes President 4 INTERNET HOLDINGS, INC. (FORMERLY CHINA BIOMEDICAL GROUP, INC.) BALANCE SHEETS
September 30, December 31, 1996 1995 ----------------- ----------------- ASSETS (Unaudited) (Note 1) CURRENT ASSETS: Cash $ - $ 1,489 Net assets of discontinued operations - 8,842,881 ----------------- ----------------- $ - $ 8,844,370 ================= ================= LIABILITIES AND STOCKHOLDERS' DEFICIT CURRENT LIABILITIES: Loans payable $ - $ 70,000 Accrued expenses 100,316 75,145 ----------------- ----------------- Total current liabilities 100,316 145,145 ----------------- ----------------- STOCKHOLDERS' DEFICIT: Common stock, $.001 par value, 50,000,000 shares authorized, 1,688,069 and 1,112,069 shares issued and outstanding, respectively 1,688 1,112 Additional paid-in capital 4,909,386 13,292,503 Accumulated deficit (5,011,390) (4,594,390) ----------------- ----------------- Total stockholders' deficit (100,316) 8,699,225 ----------------- ----------------- $ - $ 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 Nine months ended September 30, September 30, ------------------------------------------------------------------------- 1996 1995 1996 1995 ----------------- ----------------- ----------------- ------------------ NET SALES AND REVENUES $ - $ - $ - $ - SELLING, OPERATING AND ADMINISTRATIVE EXPENSES 18,000 - 171,710 - ----------------- ----------------- ----------------- ------------------ Loss from continuing operations (18,000) - (171,710) - LOSS FROM OPERATIONS OF DISCONTINUED SUBSIDIARY - (395,078) (245,290) (1,452,016) ----------------- ----------------- ----------------- ------------------ Net loss $ (18,000) $ (395,078) $ (417,000) $ (1,452,016) ================= ================= ================= ================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,688,069 904,008 1,199,192 716,553 ================= ================= ================= ================== Loss from continuing operations per share $ (0.01) $ - $ (0.14) $ - ================= ================= ================= ================== Net loss per share $ (0.01) $ (0.44) $ (0.35) $ (2.03) ================= ================= ================= ==================
See notes to financial statements. F-2 INTERNET HOLDINGS, INC. (FORMERLY CHINA BIOMEDICAL GROUP, INC.) STATEMENTS OF CASH FLOWS (UNAUDITED)
Nine Months Ended September 30, ------------------------------------------ 1996 1995 ------------------- -------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (417,000) $ (1,452,016) Adjustments to reconcile net loss to net cash used by operating activities: Decrease in accounts receivable - 6,910 Increase in accrued expenses 25,171 797 Decrease in bank overdraft - (7,707) ------------------- -------------------- Net cash used by operating activities (391,829) (1,452,016) ------------------- -------------------- CASH FLOWS FROM INVESTING ACTIVITIES: (Increase) decrease in net assets of discontinued operations 8,842,881 (8,161,169) ------------------- -------------------- Net cash provided (used) by investing activities 8,842,881 (8,161,169) ------------------- -------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Increase in common stock and additional paid-in capital 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 (8,452,541) 9,613,185 ------------------- -------------------- NET 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 nine-month periods ended September 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 agreed to issue 3 million shares of $.001 par value common stock in connection with the acquisition of certain media related licenses which had been valued at $3,000,000. The issue of the shares was contingent upon the satisfactory completion of the Company's due diligence process. As a result of the due diligence process, the Company decided not to proceed with the licenses as originally formulated. In connection therewith, the 3 million shares of $.001 par value common stock were returned to the Company. (4) Change of name Effective June 30, 1996, the Company changed its name to Internet Holdings, Inc. F-4 EX-27 2 EXHIBIT 27
5 0001001601 INTERNET HOLDINGS INC US 9-MOS DEC-31-1996 JUL-31-1996 SEP-30-1996 1 0 0 0 0 0 0 0 0 0 100,316 0 0 0 1,688 (102,004) 0 0 0 0 0 18,000 0 0 (18,000) 0 (18,000) 0 0 0 (18,000) (.01) 0
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