UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR FISCAL YEAR ENDED DECEMBER 31, 2002
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number 000-_________
WORLDTEQ GROUP INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 03-7392107
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(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation or No.)
organization)
30 West Gude Drive, Rockville, Maryland 20850
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (240) 403-2000
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Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
COMMON STOCK, $0.001 PAR VALUE
(Title of Class)
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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Documents incorporated by reference: Portions of several 8K announcements during
the year are incorporated by reference in Part III hereof.
TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE) YES [ ] NO [X ]
The Index of Exhibits filed with this Report begins on page XX .
WorldTeq Group International Inc.'s revenues for its most recent fiscal year
ended December 31, 2003 were $820,933.
On December 31, 2003, the aggregate market value of the voting stock of WorldTeq
Group International, Inc. (consisting of common stock, $0.001 par value) held by
non-affiliates of the Registrant (approximately 21,000 shares) was
approximately $2,284,075 based on the closing price for such common stock
($0.11) on said date as reported by the OTC Bulletin Board.
As of December 31, 2003, there were 29,561,746 outstanding common shares of
WorldTeq Group International, Inc. common stock.
WORLDTEQ GROUP INTERNATIONAL, INC.
FORM 10-KSB
TABLE OF CONTENTS
Page
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PART I
Item 1. Description of Business........................... 3
Item 2. Description of Property........................... 12
Item 3. Legal Proceedings................................. 12
Item 4. Submission of Matters to a Vote of Security Holders 12
PART II
Item 5. Market for Common Equity and Related Stockholder Matters 12
Item 6. Management's Discussion and Analysis or Plan of Operation 14
Item 7. Financial Statements.............................. 16
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure............. 16
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the
Exchange Act.................................... 16
Item 10. Executive Compensation............................ 19
Item 11. Security Ownership of Certain Beneficial Owners and
Management...................................... 20
Item 12. Certain Relationships and Related Transactions.... 21
Item 13. Exhibits and Reports on Form 8-K.................. 23
Signatures ............................................. 25
PART I
FORWARD LOOKING STATEMENTS
In addition to historical information, this Report contains forward-looking
statements. Such forward-looking statements are generally accompanied by words
such as "intends," "projects," "strategies," "believes," "anticipates," "plans,"
and similar terms that convey the uncertainty of future events or outcomes. The
forward-looking statements contained herein are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
reflected in the forward-looking statements. Factors that might cause such a
difference include, but are not limited to, those discussed in ITEM 6 of this
Report, the section entitled "MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION." Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis only as of the
date hereof and are in all cases subject to the Company's ability to cure its
current liquidity problems. There is no assurance that the Company will be able
to generate sufficient revenues from its current business activities to meet
day-to-day operation liabilities or to pursue the business objectives discussed
herein.
The forward-looking statements contained in this Report also may be impacted by
future economic conditions. Any adverse effect on general economic conditions
and consumer confidence may adversely affect the business of the Company.
WorldTeq Group International, Inc. undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise
after the date hereof. Factors that could cause actual results or conditions to
differ from those anticipated by these and other forward-looking statements
include those more fully described in the "Risk Factors" section and elsewhere
in this report. In addition, readers should carefully review the risk factors
described in other documents the Company files from time to time with the
Securities and Exchange Commission.
ITEM 1. DESCRIPTION OF BUSINESS
CORPORATE HISTORY
WorldTeq Group International, Inc. was incorporated under the laws of Nevada on
October 13, 1997, and was originally named Halo Holdings of Nevada, Inc. On
October 15, 2001, we amended our articles of incorporation to adopt our current
name, which we believe more accurately reflects the business in which we are now
engaged.
From the date of our incorporation in 1997 until early 1999 our company was
engaged in skydiving and related business ventures. Between February and April
1999 we sold our skydiving business and acquired three companies which were
providers of Internet connectivity and related products and services.
Specifically, in February 1999 we acquired Virtual Information Express, Inc. a
Maryland corporation, which provided outsourced Internet services such as
e-commerce applications and collaborative technologies. In March 1999, we
acquired Computer Ease LLC, a Maryland limited liability company which provided
Web design and development services to corporate clients and associations.
Computer Ease was merged into our subsidiary A1 Internet Services, Inc., a
Delaware corporation. In April 1999 we acquired Networld Ohio, Inc., an Ohio
corporation, which is an Internet service provider ("ISP") based in Freemont,
Ohio. In March 1999 we wound down Virtual Information Express. In November of
2000 we formed WorldTeq Corporation, a Delaware Corporation, to focus on adding
Long Distance services to our product line. In May of 2003 Networld Ohio, Inc.,
a wholly owned subsidiary of WorldTeq Group International, Inc., was sold to our
former president, Bruce Bertman for $1. WorldTeq recorded the sale as a credit
to additional paid in capital for the net liabilities totaling approximately
$435,000. In September of 2003 WorldTeq added financial services to its product
line in the form of Payroll services through its stored-value debit card
product, MonEcard. As a result of these transactions, our principal business now
is providing Payroll solutions to small to medium sized companies, as well as
Long Distance Service and related products and services to both business and
residential customers alike.
Our principal offices are located at 30 West Gude Drive, Rockville, MD 20850
(telephone # 301-530-2662).
OVERVIEW
We are a switch-less and facilities-based provider of Internet protocol and
traditional fiber-based communications services, including voice and data, along
with toll free and related services. We market our services to groups
specializing in specific ethnic demographics, residential communities located in
major metropolitan areas, associations, network marketing organizations, and
multi-level-marketing organizations (MLM's). Our goal is to become a leading
provider of payroll services and communication services, including voice, data
and Internet services to our targeted markets, comprised of affinity
communities. We provide our services through a flexible network of owned,
contracted facilities and resale arrangements. We have an extensive network
available to us of IP gateways, international gateways, and domestic switches.
Through our subsidiary WorldTeq Corporation we provide agents, associations, and
businesses with opportunities to generate revenues by supplying those
associations, individuals, and businesses with Internet technology and
communications solutions and services. Our products and services enable the
agents and affinity groups to offer their members, customers and others a
variety of revenue producing solutions and services without making large
investments in technology, infrastructure or staff. The principal products and
services which we offer are:
- Long Distance Service
- Toll Free Products
- Financial Services / Corporate Payroll Solutions
- Billing Services
- Web site creation and design; and
- Web site hosting.
RECENT DEVELOPMENTS
In February of 2003, the former CEO of the company resigned and was immediately
replaced on February 6th by Jeffrey Lieberman, the former Vice President
Operations. Additionally, on February 26, 2003 Mr. Lieberman assumed the duties
of Chairman of the Board. In May of 2003, the Board of Directors and Management
approved the sale of Networld Ohio, Inc. to our former CEO, Bruce Bertman. In
September of 2003 the Board of Directors and new Management decided to modify
our business plan to better focus on our core competencies, in addition to
concentrating on reducing debt, reducing operational overhead, and reducing
expenses by outsourcing key components of sales and operations. As part of our
modified business plan, in September of 2003, Management pursued making the
MonEcard available.
The revised plan called for a complete restructuring of the company that
included: 1) a change in our staff to increase experience in our industry, 2)
accelerated migration of direct customer sales staff to that of contracted
agents and direct telemarketing organizations, 3) discontinuation of
unprofitable, low-margin business lines, 4) implementation of certain cost
reduction procedures such as complete sales automation for its communication
products (commenced in the third quarter of 2003), 5) the sale of one of our
subsidiaries, NetWorld Ohio, Inc., and 6) launching of our financial services
product, MonEcard.
2003 KEY ACCOMPLISHMENTS
During 2003, WorldTeq has overcome many obstacles. WorldTeq survived during a
year where there were changes in leadership and attacks on our customer base,
from competitors of our staple long distance business. The company
credits the reason for its survival and improved performance on the following
accomplishments, which are all centered on four key ideas: Cost Reduction, New
Products, Sales Automation, and an Expanded Sales Department.
- Signed three new agents for the telecom business
- Sold subsidiary of the company without significantly impacting revenues
- Reduced long term debt by $600,000
- Reduced annual overhead expenses by $300,000
- Reorganized management to concentrate on efficiencies and sales growth
- Launched MonEcard product and signed first contracts
- Increased exposure in the financial marketplace
- Enhanced end-user website to include digital signatures for online
ordering
- Launched a new enhanced billing system
INDUSTRIES BACKGROUND
The last few years have been challenging. Many telecom organizations have been
overspending and accruing a significant amount of debt. However, the need for
telephony products remains. While there are pricing pressures on the industry
as a whole, for those organizations that can properly manage their
infrastructure costs, we believe there are profits to be made. WorldTeq has been
able to take advantage of its vendor's under-utilization of their capacity,
allowing us to buy capacity at a fraction of the cost of creating the capacity
as a stand alone provider. By leveraging this overcapacity, combined with a
properly structured marketing campaign, we believe profits can be achieved even
in a price sensitive market. In addition, by linking other offerings with phone
service, WorldTeq aims to create customer retention.
In 2003 WorldTeq began offering business customers the MonEcard, its branded,
stored value card, to be used to distribute payroll to the business customers'
employees. While there are a number of competitors in this industry, most are
small and no dominant player has yet emerged. WorldTeq is targeting companies
with 50-500 employees. With 12 million small businesses in the U.S. and nearly
1/2 million new businesses each year, this is a growing market segment. While
payroll cards have been on the market since 1996, the market penetration is less
than 2%. However, we feel that general acceptance of payroll cards has been
increasing within the last few months. We speculate the reason for the
acceptance recently is the cost savings to employers and the benefits to
employees are being better communicated and many companies are starting to use
the product. With gift cards, phone cards and retailer electronic cards
becoming more commonplace in the last year or two, people are more accepting of
the technology. Many companies are evaluating payroll cards as a payroll
solution. Celent Communication, a research-marketing firm, which closely follows
the industry, expects 2-3 million new payroll cards on the market in the next 12
months with continued acceleration in 2005 and 2006. According to their market
research, by the end of 2005, there will be 7 million new payroll cards on the
market. This is still a small percentage of the 70 million employed Americans
with no direct deposit and the 30-40 million with no bank accounts.
OUR BUSINESS STRATEGY
Our business strategy is to combine the global scale of tier one providers with
the local presence of regional and local resellers of Long Distance and voice
services. We provide affordable connectivity on a global scale by contracting
with Global Crossing, a leading tier one provider, for access to their fiber
network on a wholesale level, with greatly discounted per-minute fees. We enable
associations, membership sales organizations and other affinity groups to create
revenue and sales programs by offering their members high quality communications
products and services without the investment in technology, equipment and
personnel that would ordinarily be required. In effect, we enable associations,
membership sales organizations and the like to become virtual communications
resellers who market under their own name products and services, which they
purchase from us.
CUSTOMERS
We provide long distance and toll free services to both residential and business
customers. In 2003 WorldTeq decided to concentrate on business customers as we
have found there is a much greater retention rate as opposed to residential
clients. In the last 18 months, the Tier one communications providers have been
offering residential customers unlimited long distance bundled with the
provider's local services. Keeping this in mind, it is our experience that
there are fewer major competitors in the B2B marketplace. On December 31, 2003
we had approximately 450 direct business customers, compared to approximately
100 at the end of December 2002. During these same periods we have maintained
about the same level of residential customers. We suspect this is due to less
customer retention and increased competition from the unlimited plans offered by
the Tier One Providers. We have seen the same trend with our wholesale clients
as their business customers have increased by almost 200% with only about a 10%
increase on residential customers. As for our payroll services, we target our
MonEcard sales to small to medium sized businesses, with the number employees
being between 50 and 500. Additionally, we have found the most success when
speaking to owners of companies in specific industries that have a higher
percentage of immigrant workers. Such industries include but are not limited
to, construction, landscaping, manufacturing, commercial farming, and trucking.
We find that we get greater interest from companies that have a higher immigrant
workforce, because it is those employees who find the card more useful as many
of these individuals do not have checking accounts.
COMPETITION
Because there are little barriers of entry, the business of providing Long
Distance services and Payroll solutions is a highly competitive one. We believe
that competition will intensify in the future, and our ability to successfully
compete depends on a number of factors, including the:
- Capacity, reliability and security of the Tier One providers with which we
interconnect;
- Pricing structures of our services;
- Expansion of the variety of products and services we offer;
- Ability to adapt our products and services to new technological
developments and market trends;
- Ability to build and maintain a larger, knowledgeable and effective sales
force;
- Our ability to implement broad and effective distribution channels; and
- Principal market and economic trends.
Current and prospective competitors include:
- Long distance and local telecommunications providers;
- National Payroll services, such as ADP.
Major long distance companies and cable companies currently offer Internet
access services. Companies using wireless terrestrial and satellite-based
technologies are expected to offer Internet connectivity and related services in
the near future. Such competitors have the ability to bundle Internet
connectivity with other services such as local and long distance
telecommunications. This bundling could adversely affect our ability to compete
and could result in a downward pressure on our prices that could adversely
affect our business, financial condition and results of operations.
We do not have available information that would permit us to accurately measure
our market share. However, several major long distance service providers
reported that they have millions of end-users each; compared to the
approximately 700 direct residential and business users and almost 1,500 users
through our wholesale customers, we have at present. In the area of payroll
services, and more directly the area of payroll distribution, a number of our
competitors report significantly greater revenues, and we believe that we
represent substantially less than 1% of these market sectors. We strive to
differentiate ourselves from our competitors by:
- offering low prices made possible by our low overhead
- focus on superior customer service; and
- our ability to quickly adapt to new developments in our industry resulting
from the small size of our organization.
EMPLOYEES
As of December 31, 2003 we had 5 full time employees categorized as follows:
- 1 full time employee in sales and marketing;
- 1 full time technical staff member;
- 1 full time employee in product development; and
- 2 full time employees in administration staff.
There are no collective bargaining agreements in effect. We believe the
relationships with our employees are good.
INTELLECTUAL PROPERTY
We have no patented technology that would preclude or inhibit competitors from
entering our market. We have entered into confidentiality and invention
assignment agreements with our employees to limit access to and disclosure of
our proprietary information. We intend to apply for copyrights as we develop new
products and solutions. There can be no assurance that these measures will prove
sufficient to prevent misappropriation of our intellectual property or to deter
independent third-party development of similar products.
The FCC has jurisdiction over all U.S. telecommunications common carriers to
the extent they provide interstate or international communications services.
Wile WorldTeq acts as a carrier reseller we still can be subject to the rules
and regulations set, so that the FCC's current and future policies could have a
material adverse effect on our business, operating results and financial
condition.
In accordance with the FCC's Detariffing Order, our rates, terms and conditions
for interstate and international services are no longer set forth in tariffs
filed with the FCC. Nonetheless, we remain subject to the FCC's general
requirements that rates must be just and reasonable, and not unreasonably
discriminatory, and are also subject to the FCC's jurisdiction over complaints
regarding our services. The detariffing of domestic interstate and
international services may pose additional risks for us because we will no
longer have the benefit of the "filed rate doctrine." This doctrine enabled us
to bind our customers to the terms and conditions of the tariff without having
each customer sign a written contract and enabled us to change rates and
services on one day's notice. Since the rates and terms of service are no longer
tariffed, we may be subjected to increased risk of claims from customers
involving terms of service and rates that could impact our financial operations.
RISK FACTORS
You should consider carefully the risks described below and other information in
this Form 10-KSB. If any of the events identified in the following risk factors
actually occur, they could materially adversely affect our business, financial
condition and results of operations.
WE HAVE A HISTORY OF LOSSES AND CANNOT BE CERTAIN WE WILL ACHIEVE POSITIVE CASH
FLOW
Since inception, we have incurred significant operating losses and negative cash
flow from operations. Although we have made significant steps toward
profitability, we can give no assurances that we will not have continuing
operating losses in the future. In the third quarter of 2003, we had our first
profitable quarter in a year and a half; however, there are no assurances that
this will continue.
Even thereafter, we cannot be certain that we will achieve or sustain positive
cash flow or profitability from our operations. Our net losses and negative cash
flow from operating activities are likely to continue even longer than we
currently anticipate if:
- We cannot establish and maintain a customer base that generates sufficient
revenue;
- Prices for our products or services decline faster than we have
anticipated;
- We cannot remain competitive in the innovation and quality of our products;
and
- We cannot attract and retain qualified personnel.
OUR ABILITY TO ACHIEVE OUR OBJECTIVES IS SUBJECT TO FINANCIAL, COMPETITIVE,
REGULATORY, LEGAL, TECHNICAL AND OTHER FACTORS, MANY OF WHICH ARE BEYOND OUR
CONTROL.
PURCHASES AND SALES OF OUR STOCK ARE SUBJECT TO PENNY STOCK REGULATIONS
Our stock has had a market price of less than $5.00 per share. The SEC has
adopted regulations which generally define "penny stock" to be any equity
security that has a market price (as defined) less than $5.00 per share or an
exercise price less than $5.00 per share, subject to certain exceptions. During
periods when our common stock does not qualify for inclusion on the NASDAQ Small
Cap Market or is removed there from, the common stock may become subject to
rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 together with their spouse). For transactions
covered by these rules, the broker-dealer must make a special suitability
determination for the purchase of such securities and have received the
purchaser's written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prepared by the SEC relating to the penny stock market. The broker-dealer also
must disclose the commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market-maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the "penny stock" rules may restrict the ability of broker-dealers
to sell our common stock and may affect the ability of investors to sell our
common stock in the public market.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO ASSESS OUR PAST PERFORMANCE
AND FUTURE PROSPECTS
We have limited historical operating and financial information, which may make
our performance and our prospects difficult to evaluate. We have acquired five
companies since the beginning of 1999 and disposed of substantially all of the
businesses in which we were engaged in prior years. This limits the
comparability of our operating and financial information from period to period.
Our prospects need to be considered in light of the substantial risks, expenses,
uncertainties and difficulties frequently encountered by companies in the new
and rapidly evolving markets for Internet products and services. Such risks
include the possibility that:
- We may be unable to increase and sustain levels of interest in our products
and services by Associations, membership marketing companies and ISPs;
- We may fail to sell our products successfully through our direct sales
force;
- Our competitors may develop services or products similar or superior to our
own;
- Market prices for our products and services may fall as a result of
competition or other factors;
- We may be unable to identify, attract, motivate and retain qualified
personnel; and
- We may fail to fully integrate our existing operations the technology and
operations with any of the businesses that we might acquire.
We cannot be sure that we will be successful in addressing such risks, and the
failure to do so could have a material adverse impact on our business, financial
condition and results of operation.
WE ARE DEPENDENT ON GLOBAL CROSSING FOR LONG DISTANCE AND OTHER VOICE SERVICES
Our ability to offer end-user access to a tier one Voice network on an
affordable basis is dependent upon our relationship with Global Crossing. If
this relationship were to be terminated, or if the terms were to be
substantially amended, we might be required to enter into arrangements for
services with other providers on less favorable terms. There is no assurance
that we would be able to purchase voice services on comparable terms, and there
is no assurance that we would be able to pass on additional costs to our
customers. Our inability to obtain minutes on comparable terms could materially
and adversely affect our business, financial condition and results of
operations.
WE RELY ON OTHERS TO MARKET OUR PRODUCTS AND SERVICES TO END-USERS
We believe that we may derive the majority of our recurring revenues from
subscription fees and fees for value added services paid by end-users of our
products and services. The amount of these revenues is dependent upon the level
of success achieved by resellers, membership marketing companies and multi-level
market organizations (MLM's) in marketing our products and services to their
members and customers. If sales to end-users do not meet our expectations, our
business would be adversely affected and we would be required to develop
alternate marketing and sales strategies.
WE ARE SUBJECT TO RISKS AS WE MAKE ACQUISITIONS AND ENGAGE IN STRATEGIC
ALLIANCES
As part of our business strategy, we may acquire, make investments in, or enter
into strategic alliances with companies in complementary businesses, so as to
optimize our market presence in the regions we presently serve and expand into
other regions. In particular, we intend to acquire local and regional ISPs and
E-commerce companies. Any such future acquisitions, investments or strategic
alliances would involve risks, such as:
- Incorrect assessment of the value, strengths and weaknesses of acquisition
and investment opportunities;
- Underestimating the difficulty of integrating the operations and personnel
of newly acquired companies;
- Potential disruption of our ongoing business, including possible diversions
of resources and management time;
- Potential inability to maintain uniform standards, control, procedures and
policies; and
- The threat of impairing relationships with employees and customers as a
result of changes in management or ownership.
We cannot assure that we will be successful in overcoming these risks. Moreover,
we cannot be certain that any desired acquisition, investment or strategic
alliance could be made in a timely manner or on terms and conditions acceptable
to us. Neither can we assure that we will be successful in identifying
attractive acquisition candidates. We expect that competition for such
acquisitions may be significant. Competition for Internet companies is based on
a number of factors including price, terms and conditions, size, access to
capital, and ability to offer cash, stock or other forms of consideration. We
may compete with others who have similar acquisition strategies, many of whom
may be larger and have access to greater financial and other resources than
those available to us at any given time.
An additional risk associated with acquisitions is that many attractive
acquisition candidates do not have audited financial statements and have varying
degrees of internal controls. Although we may believe that the available
financial information for a particular business is reliable, we cannot guarantee
that a subsequent audit would not reveal matters of significance, including but
not limited to those in connection with liabilities, contingent or otherwise. We
expect that, from time to time in the future, we will enter into acquisition
agreements, the pro forma effect of which are not known and cannot be predicted.
WE MAY HAVE DIFFICULTY MANAGING OUR RAPID GROWTH
Our growth strategy has placed, and will continue to place, a significant strain
on our customer support, sales and marketing, administrative resources, network
and operations, and management and billing systems. Such a strain on our
administrative and operational capabilities could adversely affect the quality
of our services and our ability to collect revenues. To manage our growth
effectively, we will have to enhance the efficiency of our operational support,
all back office processes and financial systems and controls. We cannot assure
that we will be able to maintain adequate internal operating, administrative and
financial systems, and procedures and controls.
Managing our growth will become even more challenging as we expand our target
markets and our product and service offerings. Promotion and enhancement of our
products and services will depend largely on our success in continuing to
provide high quality Internet communications services, solution and product
support. We cannot guarantee that we will be able to maintain those levels of
quality. If we are unable to do so or otherwise fail to promote and maintain our
products or services, or if we incur excessive expenses in an attempt to improve
our services or promote and maintain our products, then our business, results of
operations and financial condition could be materially and adversely affected.
In addition, as we continue to grow we will have to expand and train our
employee base to handle the increased volume and complexities of our business.
We cannot assure that we will be able to attract, train and manage sufficient
personnel to keep pace with our growth.
SALES OF SHARES BY OUR SHAREHOLDERS COULD DEPRESS OUR STOCK PRICE
The market price of our common stock could drop as a result of sales of a large
number of our shares in the public market. The perception that such sales may
occur could have the same effect. As of January 31, 2004, our executive
officers, directors and affiliates owned, directly or indirectly, less then 1%
of our common stock.
WE ARE SUBJECT TO SECURITY AND FRAUD RISKS
Despite our efforts to implement network security measures, such as limiting
physical and network access to our computers, our Internet infrastructure is
vulnerable to computer viruses, break-ins and similar disruptive problems caused
by customers, employees or other Internet users. Computer viruses, break-ins or
other disruptive or security problems could lead to interruptions, delays or
cessation in service to our Internet customers. Further, such inappropriate or
unauthorized use of the Internet could also potentially jeopardize the security
of confidential information stored in the computer systems of our customers and
other parties connected to the Internet, which may deter potential customers and
give rise to liability to users whose security or privacy has been violated. The
security and privacy concerns of existing and potential customers may inhibit
the growth of the Internet service industry in general and our customer base and
revenues in particular. A significant security breach could result in a loss of
customers, damage to our reputation, direct damages, costs of repair and
detection and other expenses. In addition, our revenues for any given period may
be adversely affected by fraud or debt collection problems that we experience.
The occurrence of any of these events could have a material adverse effect our
business, results of operations and financial condition.
WE MAY BE HURT BY SYSTEM FAILURES
Our success is largely dependent upon our ability to deliver high speed,
uninterrupted access to the Internet. Any system failure that causes
interruptions in our operations could have a material adverse effect on us. We
currently rely upon our vendor's Internet Network. Failures in this or any other
telecommunications network on which we rely would result in customers' receiving
no or diminished access to the Internet.
WE COULD BE HELD LIABLE FOR INFORMATION DISSEMINATED OVER OUR NETWORK
The law relating to the liability of ISPs for information and materials carried
on or disseminated through their networks has not been completely clarified. The
possibility that courts could impose liability for information or material
carried on or disseminated through our network could require us to take measures
to reduce our exposure to such liability. Such measures may require us to spend
substantial resources or to discontinue certain product or service offerings.
Any of these actions could have a material adverse effect on our business,
operating results and financial condition.
Due to the increasing use of the Internet, it is possible that additional laws
and regulations may be adopted with respect to the Internet covering issues such
as user privacy, pricing, taxes, defamation, obscenity, intellectual property
protection, consumer protection, technology export and other controls. Changes
in the regulatory environment relating to the Internet services industry could
have a material adverse effect on our business, results of operation and
financial condition.
WE ARE SUBJECT TO INTELLECTUAL PROPERTY RISKS
Legal standards relating to the validity, enforceability and scope of protection
of intellectual property rights in Internet-related industries are uncertain and
still evolving and we cannot be certain as to the future viability or value of
any of our intellectual property rights or those of other companies within the
IT industry. We cannot assure that the steps we have taken to protect our
intellectual property rights will be adequate or that third parties will not
infringe or misappropriate our proprietary rights. Any such infringement or
misappropriation, should it occur, could have a material adverse effect on our
business, results of operations and financial condition. Furthermore, we cannot
be certain that our business activities will not infringe the proprietary rights
of others or that such other parties will not assert infringement claims against
us. We anticipate that we may be subject to claims in the ordinary course of our
business, including claims of alleged infringement of the trademarks and other
intellectual property rights of third parties due to the dissemination of our
content or the provision of access by our online services to content made
available by third parties. Such claims and any resultant litigation, should it
occur, could subject us to significant liability for damages and could result in
invalidation of our property rights and, even if not meritorious, could be
time-consuming and expensive to defend, and could result in the diversion of
management time and attention, any of which could have a material adverse effect
on our business, results of operations and financial condition.
We regard substantial elements of our products and services as proprietary, and
we attempt to protect them by relying on trademark, service mark, trade dress,
copyright and trade secret laws and restrictions on disclosure and transfer of
title. We also enter into confidentiality agreements with our employees,
suppliers, distributors, consultants, vendors and customer and license
agreements with third parties and generally seek to control access to and
distribution of our technology, documentation and other proprietary information.
We are pursuing the registration of our service marks, but we currently have no
patents or applications for patents pending for our products or services.
Effective service mark, copyright and trade secret protection may not be
available.
WE ARE SUBJECT TO THE RISKS ASSOCIATED WITH RAPID INDUSTRY CHANGES
The Internet services industry in which we operate is characterized by rapidly
changing technology, evolving industry standards, emerging competition and
frequent new service, software and other product innovations. We cannot
guarantee that we will be able to identify new service opportunities
successfully and develop and bring new products and services to market in a
timely and cost-effective manner, or that product, software and services or
technologies developed by others will not render our products and services
non-competitive or obsolete. In addition, we cannot provide any assurance that
our product or service developments or enhancements will achieve or sustain
market acceptance or be able to address effectively the compatibility and
interoperability issues raised by technological changes or new industry
standards.
WE DO NOT EXPECT TO PAY DIVIDENDS
The Company does not anticipate paying cash dividends in the foreseeable future.
ITEM 2. DESCRIPTION OF PROPERTY
Our headquarter is located at 30 West Gude Drive, Suite 470, Rockville, Maryland
20850, where we share approximately 13,000 square feet of office space. The
month-to-month term of the lease commenced on August 1, 2002 and the monthly
rent is $3000.00.
We previously leased 450 square feet of office space in Sandusky, Ohio at an
annual rental of $3,750, and approximately 2,800 square feet in Fremont, Ohio at
an annual rental of $16,800. The properties were subject to one-year leases that
expired on July 31, 2002 however they continued on a month-to-month basis until
December 31, 2003 and are no longer being utilized. This property is no longer
the responsibility of WorldTeq Group as it is now the responsibility of Networld
Ohio since the sale of that subsidiary.
ITEM 3. LEGAL PROCEEDINGS
From time to time we are involved in litigation incidental to the conduct of our
business. We are not currently a party to any lawsuit or proceeding which, in
the opinion of management, is likely to have a material adverse effect on our
business, financial condition or results of operations. We are pursuing through
legal channels the collection of several cases, one in the amount of $3,400,000
where we have a default judgment against St. Andrews Telecommunications and are
investigating the possibility of pursuing the management and shareholders to
collect. We have filed in District Court in Montgomery County MD a suit to
collect $337,000 by Zenex Telecommunications; this debt has a signed promissory
note and guarantee from the public company parent Zenex International.
In the beginning of 2003, our former President and Chief Executive Officer, Mr.
Bruce Bertman, was convicted in the Southern District of Florida for wire, mail
and securities fraud and conspiracy in connection with the sale of WorldTeq
Group International common stock. There are no allegations of financial
statement impropriety, unlike recent actions taken against companies such as
WorldCom. We have no reason to believe our financial statements as filed with
the SEC are in any way inaccurate or will in any way require restatement.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of the fiscal year covered
by this Report to a vote of security holders, through the solicitation of
proxies or otherwise. The annual shareholder meeting has been postponed to a
date in the near future.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
On October 10, 1998 shares of our common stock, par value $.001, were initially
available to the public on the OTC Bulletin Board under the symbol "HALO". On
May 24, 1999 the board of directors and shareholders approved a name change to
A1 Internet.com Inc. and the symbol was changed to "AWON".
On January 4, 1999, the SEC approved amendments to Rules of the National
Association of Securities Dealers that limit quotations on the OTC Bulletin
Board to the stock of companies that are registered with the SEC under the
Securities Exchange Act of 1934. The letter "E" is affixed to ticker symbols of
those companies that have not completed the registration process with the SEC as
of a certain date and indicates that the affected company will be removed from
the OTC Bulletin board within 30 days. On November 19, 1999, an "E" was affixed
to our OTC Bulletin Board trading symbol and our common stock began trading
under the symbol "AWONE." Our common stock was removed from the OTC Bulletin
Board on December 16, 1999, because we had not then completed the registration
process, and began trading on the "Pink Sheets" of the National Quotation
Bureau, LLC. The closing price of our common stock on the OTC Bulletin Board
$4.125 as of December 15, 1999.
In March 2000, we completed our registration under the Securities Exchange Act
of 1934, as amended. On March 20, 2000, our common stock was once again listed
on the OTC Bulletin Board and began trading under the symbol "AWON." In late
2000 an "E" was affixed to our OTC Bulletin Board trading symbol and our common
stock began trading under the symbol "AWONE. The closing price of our common
stock on the "Pink Sheets" of the National Quotation Bureau, LLC was $.26 as of
December 31, 2001. On March 22, 2002 our common stock was again listed on the
OTC Bulletin Board and began trading under the symbol "WTEQ" to reflect our name
change. The closing price of our common stock on the OTC was $0.11 as of
December 31, 2003.
The following table sets forth, on a per share basis, the high and low sale
prices for our common stock as reported by the OTC Bulletin Board Market, for
the periods indicated. Such prices reflect inter-dealer prices, without retail
mark-up, mark-down or commission, and do not necessarily represent actual
transactions.
HIGH LOW
-------- --------
2002
1st Quarter.......................................... 0.110 0.300
2nd Quarter.......................................... 0.170 0.430
3rd Quarter.......................................... 0.040 0.330
4th Quarter.......................................... 0.050 0.130
2003
1st Quarter.......................................... 0.090 0.040
2nd Quarter.......................................... 0.090 0.020
3rd Quarter.......................................... 0.110 0.010
4th Quarter.......................................... 0.130 0.050
We have not declared any cash dividends on the common stock. We intend to retain
future earnings, if any, for use in our business and do not anticipate paying
regular cash dividends on the common stock.
Approximately 12,941,866 shares of common stock issued to stockholders are
available for resale under Rule 144, subject to notice, volume and manner of
sale restrictions under that rule As of March 5, 2004, the Company had
approximately 33,606,190 shares issued and outstanding of the common stock. As
of March 5, 2004, we had approximately 79 holders of our common stock. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in
the names of various security brokers, dealers, and registered clearing
agencies. The transfer agent for the Company is Corporate Stock Transfer, Inc.
at 3200 Cherry Creek Drive South, Suite 430, Denver, Colorado 80209.
RECENT SALE OF UNREGISTERED SECURITIES:
We made the following sales of unregistered common stock during the year ended
December 31, 2003.
During September 2003 we issued 5,343,511 shares of our common stock to Bruce
Bertman, the previous CEO of WorldTeq Group International, Inc., in exchange for
forgiveness of debt in the amount of $100,000. During October 2003 we issued
588,235 shares of our common stock to Howard Lieberman, father of the current
CEO, Jeffrey Lieberman, in exchange for forgiveness of debt in the amount of
$50,000.
No underwriters were involved in the foregoing stock transactions. The
securities issued in connection with each of the above financings were private
transactions, in reliance on an exemption from registration under Section 4(2)
and Rule 506 of Regulation D of the Securities Act, promulgated thereunder,
because each offering was a non-public offering to accredited investors. The
shares are subject to registration restrictions for a period of two
years.OPTIONS AND WARRANTS:
In September 2003, in exchange for investment banking services, we issued stock
purchase warrants to Aero Financial, Inc. to purchase 1,000,000 shares of common
stock at a purchase price of $0.10 per share. These shares later were registered
under the Form S-8 filed in October 2003.
In October of 2003 we completed a Form S-8, which registered five million shares
according to the 2003 Stock Option Plan. In October 2003, in exchange for
investor relations services we issued stock purchase warrants to Jim Price and
Tim Rieu to purchase 4,000,000 shares of common stock at a purchase price of
$0.05 per share under this plan. In October 2003, Jim Price and Tim Rieu each
exercised 1,000,000 shares underlying the warrants. Additionally, in January
2004, they exercised the remaining 1,000,000 shares underlying their warrants.
In February 2004, we registered 3,350,000 shares under our 2004 Employee Stock
Option Plan on a Form S-8. We granted our CEO, Jeffrey Lieberman an option to
purchase 2,000,000 shares at an exercise price of $0.13 per share. We also
granted our VP of Sales, Brian Rosinski an option to purchase 350,000 shares at
an exercise price of $0.13 per share. For both options, 16.667% of the Shares
subject to the Option shall vest six months after February 25, 2004, and 1/36 of
the Shares subject to the Option shall vest each month thereafter, subject to
the Optionee continuing to be a Service Provider on such dates.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis of the financial condition and results of
operations should be read in conjunction with the financial statements, related
notes, and other detailed information included elsewhere in this Form 10-KSB.
Certain information contained below and elsewhere in this Form 10-KSB, including
information regarding our plans and strategy for our business, are
forward-looking statements. See "Note Regarding Forward-Looking Statements."
RECENT DEVELOPMENTS
In February of 2003, the former CEO of the company resigned and was immediately
replaced on February 6th by Jeffrey Lieberman, the former Vice President
Operations. Additionally, on February 26, 2003 Mr. Lieberman assumed the duties
of Chairman of the Board. In May of 2003, the Board of Directors and Management
approved the sale of Networld Ohio, Inc. to our former president and CEO, Bruce
Bertman. In September of 2003 the Board of Directors and new Management decided
to modify our business plan to better focus on our core competencies, in
addition to concentrating on reducing debt, reducing operational overhead, and
reducing expenses by outsourcing key components of sales and operations. As part
of our modified business plan, in September of 2003, Management pursued making
the MonEcard available.
The revised plan called for a complete restructuring of the company that
included 1) a change in our staff with more experience in our industry, 2)
accelerated migration of direct customer sales staff to that of contracted
agents and direct telemarketing organizations 3) discontinuation of
unprofitable, low-margin business lines and 4) implementation of certain cost
reduction procedures such as complete sales automation for its communication
products. Implementation of this plan commenced in the third quarter of 2003 and
5) the previous sale of one of our subsidiaries, NetWorld Ohio, Inc and 6)
launching of our financial services product, MonEcard.
2003 KEY ACCOMPLISHMENTS
During 2003, WorldTeq has overcome many obstacles. WorldTeq survived and grew
during a year where there were changes in leadership and attacks on our customer
base from competitors of our staple long distance business. The company credits
its survival and improved performance on the following accomplishments, which
are all centered on four key ideas: Cost Reduction, New Products, Sales
Automation, and an Expanded Sales Department.
- Signed three new agents for the telecom business
- Sold subsidiary of the company without significantly impacting
revenues
- Reduced long term debt by $600,000
- Reduced annual overhead expenses by $300,000
- Reorganized management to concentrate on efficiencies and sales growth
- Launched MonEcard product and signed first contracts
- Increased exposure in the financial marketplace
- Enhanced end-user website to include digital signatures for online
ordering
- Launched a new enhanced billing system
LIQUIDITY AND CAPITAL RESOURCES
FINANCIAL CONDITION
We have limited financial resources after our restructuring. We have eliminated
non-productive assets and pared down our workforce to reduce overhead, we sold
one of our subsidiaries which reduced our debt by nearly $400,000. We have
little long-term debt. Although our operating cash flow was negative in the
fourth quarter of 2003; we believe it may be positive for 2004. We raised
$100,000 of capital through the exercise of warrants in 2003, which was used to
greatly reduce both long and short-term debts during WorldTeq's restructuring
phase. In 2002, we financed $154,887 negative operating cash flow with $150,524
in key shareholder loans and contributions to capital. As our base continues to
grow each month, slowly we hope we can reduce our reliance on any single
customer. In addition, our new billing system provides us with improved
tracking ability for receivables and a reduced occurrence of billing errors.
RESULTS OF OPERATIONS
Total sales for the year ending 2003 decreased from 2002 by 80% to $820,933.
This was largely due to the reorganization of the company that included the
discontinuation of unprofitable business segments, such as the wholesale
telecommunications business and the sale of a subsidiary during the year,
Networld. The company concentrated its efforts during the first three quarters
of the year on automating back office processes to allow us to greatly reduce
monthly expenses. Additionally, we spent most of the year developing new
products that should be much more profitable. We created new plans and refocused
our sales efforts from residential long distance to business long distance. We
began the early stages of developing MundoTeq, a Spanish Internet web portal and
the development of our own proprietary VOIP network. As a result of the change
of focus, our telecommunications revenue accounted for 70% of our total revenue
for 2003. Our net loss for the year ending 2003 was $298,418 or $0.01 per share,
compared to $536,797 for 2002, an improvement of 44% over the period ending
December 31, 2002. Our total operating loss for the period ending December 31,
2003 was $368,880
Cost of sales for 2003 decreased from 2002 by 79%. This is due to the sale of
Networld and the removal of the unprofitable wholesale telecommunications
business.
Selling, General and Administrative expenses for the period ending December 31,
2003 decreased by $1,199,217 or 65% compared to the same period ending 2002. The
sale of Networld greatly reduced these expenses. Additionally, because of our
reorganization efforts in WorldTeq Corporation and the automation of our back
office we were able to greatly decrease our monthly expenses. We do anticipate a
slight increase in 2004 due to the fact we are launching new products in 2004.
While costs will be kept to a minimum because of our back office automation, we
are expecting additional costs with our new MundoTeq and VoIP products. These
new costs will be directly related to new revenues. Our bad debt expense for
2003 totaled $24,920 compared to $667,981 in 2002. This is due to the fact that
while we had one large customer last year who defaulted, the improvements in our
new billing system make sure non paying customers are no longer running long
distance traffic through us.
Interest expense dropped by 73% to $12,107 and depreciation expense dropped 22%
and totaled $37,091 for the period ending December 31, 2003.
In May of 2003 we successfully concluded the sale of our subsidiary NetWorld
Ohio and we realized a one-time gain in 2003 plus a reduction in our overall
debt total by approximately $400,000.
To meet our growth expectations, we anticipate that we will need to add up to 6
to 8 additional employees in the areas of sales, marketing, and sales support
over the next twelve months. However, we do not see a need to invest further in
our back office infrastructure such as servers, office equipment, and software
to sustain our growth projections for the next 2 years, based on the
infrastructure need for current product offerings.
ITEM 7. FINANCIAL STATEMENTS
Information with respect to this item is contained in the Consolidated Financial
Statements beginning on page F-1 of this Report. Such information is
incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(A) OF THE EXCHANGE ACT
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth information regarding the executive officers and
directors of the Company as of March 5, 2004.
Name Age Position Since
---------------------- --- ------------------- -----------
Jeff Lieberman 36 President, Treasurer February 2003
and Chairman of the
Board of Directors
Brian Rosinski 29 Secretary and Director April 2003
Timothy Carnahan 36 Director, and Chairman October 2003
Of the Compensation
Committee
Mark Butler 28 Director, and member of February 2004
The compensation committee
JEFF LIEBERMAN - Mr. Lieberman serves as our President, Treasurer and Chairman
of the Board of Directors. Mr. Lieberman has more than 10 years of experience in
the high technology industry. He has been with the company since its inception
as a private company through its acquisition by HALO Holdings in 1999 until
today. He graduated from the University of Maryland in 1991 with a Bachelor of
Science Degree in Personnel Management and Labor Relations. After completion of
his degree he studied for and passed his Series 6, 63, and series 7 tests to
become a fully licensed stockbroker and financial planner. After a short
internship with a small firm he accepted a position in 1991 with Robinson &
Lukens, a conservative brokerage house located in Washington D.C. There he
worked very closely with many retired clients with a structured focus on income
and money preservation investment strategies.
TIMOTHY CARNAHAN - Mr. Carnahan serves as Director and Chairman of the
Compensation Committee. Mr. Carnahan is the President and Founder of CYIOS
Corporation, a Washington DC based firm, founded in 1994. CYIOS is a defense
contractor offering services and products that reduce the time frame for
achieving mission-critical goals. With the Department of Defense being CYIOS's
major customer, Mr. Carnahan has security clearance at the Pentagon. CYIOS
built the Army Knowledge Online (AKO) to facilitate greater knowledge transfer
amongst Army personnel. Mr. Carnahan attended Old Dominion University in
Norfolk, VA from 1985 to 1989. He graduates with a Bachelors degree in Computer
Science.
BRIAN ROSINSKI - Mr. Rosinski serves as our Vice President of Sales, Secretary
and Director. Mr. Rosinski has more than 7 years of experience in the high
technology and customer service industries. He has been with the company since
2001. Prior to his involvement with WorldTeq, Mr. Rosinski managed a customer
service call center for Teligent, Inc. from September 1999 until March 2001.
MARC BUTLER - Mr. Butler Serves as Director and member of the Compensation
Committee. Mr. Butler is an Electrical Engineer who has been in the field since
1999. He began his career in the United States military in August 1993. He
served in active duty for 3 years in the 82nd Airborne until March of 1996 and
continue on with his service in the Army National Guard for an additional 2
years. Mr. Butler currently serves as a reservist. During his time with the
service he was rewarded with the Army National Achievement Medal. After serving
Mr. Butler began an apprenticeship at Star Electric in January of 1999. While
working there for 4 years he was enrolled in school where he received his
Electrical Apprenticeship. As of January 2004 he works for Martin Technology
where he is the General Contractor of several major construction projects.
KEY CONSULTANTS
The following lists the key consultants to WorldTeq as of March 5, 2004:
Name Field
------------ -----------------------------
XCL Partners Investment Banking Consultant
------------ -----------------------------
Chesapeake Investor Relations Consultant
---------- -----------------------------
There are no other officers or significant employees.
FAMILY RELATIONSHIPS.
No family relationships exist between the directors and the officers.
LEGAL PROCEEDINGS.
CURRENT DIRECTORS, EXECUTIVE OFFICERS AND THOSE NOMINATED TO BECOME A DIRECTOR
OR OFFICER:
During the past five years, no current director, current executive officer,
person nominated to become a director of the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time; The officers and directors of
the Company due to the Operating Subsidiary filing a voluntary petition
under Chapter 11 of the Bankruptcy Code.
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
SEC or the Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not been
reversed, suspended or vacated.
CONTROL PERSONS:
In the beginning of 2003, our former CEO and current control person, Bruce
Bertman, was convicted in the Southern District of Florida for wire, mail and
securities fraud and conspiracy in connection with the sale of WorldTeq Group
International common stock. There are no allegations of financial statement
impropriety, unlike recent actions taken against companies such as WorldCom. We
have no reason to believe our financial statements as filed with the SEC are in
any way inaccurate or will in any way require restatement.
OUTSTANDING ISSUES INVOLVING PRIOR DIRECTORS AND/OR BOARD MEMBERS:
On March 30, 1999, our wholly-owned subsidiary, Skydive USA, was sold to Larry
Kerschenbaum and Thomas Keese, two of our founding shareholders, officers and
directors. In consideration for Skydive USA, Messrs. Kerschenbaum and Keese
returned to us a total of 400,000 shares of our outstanding common stock.
The company has a confessed judgment on file from Mr. Kerschenbaum in the amount
of $262,213.21 and has perfected its position in the state of Florida. The
company feels there is little chance of collection and has written this amount
off.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
require WorldTeq's officers and directors, and persons who beneficially own more
than ten percent of a registered class of WorldTeq's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish WorldTeq with copies.
Based on its reviews of the copies of the Section 16(a) forms received
by it, or written representations from certain reporting persons, WorldTeq Group
International, Inc. believes that, during the last fiscal year, the following
individuals satisfied their Section 16(a) filing requirements however on an
untimely basis: Jeff Lieberman and Brian Rosinski.
CODE OF ETHICS
On March 31, 2004, the Board of Directors of the Company adopted a written Code
of Ethics designed to deter wrongdoing and promote honest and ethical conduct,
full, fair and accurate disclosure, compliance with laws,
prompt internal reporting and accountability to adherence to the Code of Ethics.
This Code of Ethics has been filed with the Securities and Exchange Commission
as an Exhibit to this Form 10-KSB.
ITEM 10. EXECUTIVE COMPENSATION
(a) GENERAL. No salary or regular compensation is paid to our directors.
Pursuant to our By-laws, directors are eligible to be reimbursed for their
actual out of pocket expenses incurred in attending Board of Directors meetings
and other director functions, as well as fixed fees and other compensation to be
determined by the Board of Directors. No such compensation or expense
reimbursements have been requested by the directors or paid to date. Salary
amounts paid and stock options granted to our executive officers are detailed in
subsection (b) below.
(b) SUMMARY COMPENSATION TABLE. The following table sets forth certain summary
information concerning the compensation paid to the Chief Executive Officer and
certain executive officers for the fiscal years ended December 31, 2002 and
2003.
SUMMARY COMPENSATION TABLE
-------------------------------------------------------------------------------------------------------------------
Long Term Compensation
------------------------------------------
Annual Compensation Awards Payouts
----- ------------------------------------ ----------------------------- -----------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Restricted All
Stock Securities Other
Name and Salary Bonus Other Annual Award(s) Underlying LTIP Comps
Principle Position Year ($) ($) Compensation ($) ($) Options/SARs (#) Payouts ($) ($)
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
Jeff Lieberman,
CEO, President,
Treasurer and
Chairman of the
Board 2002 96,000 (5) 50,000 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
2003 51,321 50,000 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
Brian Rosinski, (1)
Secretary and
Director 2002 27,000 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
2003 30,113 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
Tim Carnahan, (2)
Director 2002 N/A N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
2003 0 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
Donald Dea (3) 2002 0 100,000 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
2003 0 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
Lori Samuelson (4) 2002 48,000 50,000 N/A
------------------- ----- ---------- ------ ---------------- ----------- ---------------- ----------- -----
(1) Mr. Rosinski has been a full time employee since 2001. He became a director and executive officer in April 2003.
(2) Mr. Carnahan has been a director since 2003. Mr. Carnahan did not receive any salary or bonus.
(3) Mr. Dea joined us as director in October 1999. He resigned in October 2003. Mr. Dea did not receive any salary
or bonus.
(4) Mrs. Samuelson was a full time employee of the company since 1999. She resigned as assistant secretary in 2003.
(5) Mr. Lieberman has been a full time employee of the company since 1999.
(c) OPTION/SAR GRANTS. The Company has established the 2000 Incentive and
Non-statutory Stock Option Plan, which authorizes the issuance of up to
5,000,000 shares of the Company's common stock. The Plan will remain in effect
until 2010 unless terminated earlier by an action of the Board. All employees,
board members and consultants of the Company are eligible to receive options
under the Plan at the discretion of the Board. Options issued under the Plan
vest according to the individual option agreement for each grantee. During 2002
and 2003 no options were issued under this plan.
In 2003 the Company established the WorldTeq 2003 Individual Employee Stock Plan
(the "2003 Plan"), which authorized the issuance of up to 5,000,000 shares of
the Company's common stock. The 2003 Plan will remain in effect until August 1,
2007 unless terminated earlier either by action of the board or an event
specified under the 2003 Plan. All employees, board members and consultants of
the Company are eligible to receive options under the Plan at the discretion of
the Board. Options issued under the Plan vest according to the individual option
agreement for each grantee. During fiscal year 2003 the company issued
4,000,000 warrants with a strike price of $.05 per share. Additionally the
company granted 1,000,000 warrants with a strike price of $.10 per share.
The following table sets forth certain summary information concerning options
granted to officers and directors in fiscal year 2003:
Option/SAR Grants in Last Fiscal Year
-----------------------------------------------------------------------------------------------
Individual Grants
-----------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e)
------------------------------ --------------------- ------------- ------------ -----------
% of Total
Number of Securities Options/SARs
Underlying Granted to Exercise or
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date
------------------------------ --------------------- ------------- ------------ -----------
Jeff Lieberman,
CEO, President, Treasurer and
Chairman of the Board 0 0
------------------------------ --------------------- ------------- ------------ -----------
Brian Rosinski,
Secretary and Director 0 0
------------------------------ --------------------- ------------- ------------ -----------
Tim Carnahan, (2)
Director 0 0
------------------------------ --------------------- ------------- ------------ -----------
(d) AGGREGATE OPTION/SAR EXERCISES.
The following table summarizes information about options outstanding at December
31, 2003:
Range of Exercise prices Number Outstanding Remaining Contractual Life
------------------------- ------------------ --------------------------
$ .05 3,000,000 2006
------------------------- ------------------ --------------------------
$ .05 2,000,000 N/A
------------------------- ------------------ --------------------------
$ .27 850,000 2006
------------------------- ------------------ --------------------------
$ .10 1,000,000 N/A
------------------------- ------------------ --------------------------
(e) LONG TERM INCENTIVE PLAN AWARDS. No long-term incentive plans have been
awarded.
(f) COMPENSATION OF DIRECTORS. No salary or regular compensation is paid to our
directors. Our directors are entitled to reimbursement of out of pocket expenses
incurred in connection with their duties as directors. To date, no such expenses
have been requested or paid.
(g) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT. - None
(h) REPORT ON REPRICING OF OPTIONS/SARs. None.
The Company intends to maintain insurance against all liability incurred by its
officers and directors in defense of any actions to which they may be made
parties by reason of their positions as officers and directors and is in the
process of obtaining this insurance.
Nevada law authorizes a Nevada corporation to indemnify its officers and
directors against claims or liabilities arising out of such person's conduct as
officers or directors if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company. The Articles of Incorporation provide for indemnification of the
directors and officers of the Company. In addition, the Bylaws of the Company
provide for indemnification of the directors, officers, employees, or agents of
the Company. In general, these provisions provide for indemnification in
instances when such persons acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the Company.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the ownership of
WorldTeq Group International's common stock and Series A preferred stock as of
December 31, 2003, by each shareholder known by us to be the beneficial owner of
more than 5% of WorldTeq Group International's common stock, each director and
all executive officers and directors as a group. Unless otherwise indicated by
footnote, each of the shareholders named in the table has sole voting and
investment power with respect to the shares of common stock beneficially owned.
TITLE OF CLASS NAME AND ADDRESS Number of % OF
Shares Owned CLASS
----------------------------------- ------------- -------
Common Jeff Lieberman 266,000(1) 1.23
30 West Gude Drive
Rockville, MD 20850
Common Bruce Bertman 12,357,511 36.7%
10101 Johns Drive
Damascus, MD 20872
Common All Executive officers and
Directors and affiliates as a group 266,000(2) 34.57
Notes:
(1) Mr. Lieberman is our CEO and Chairman, and has sole voting authority
for all of these shares.
(2) Total includes, Mr. Jeff Lieberman only.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) The following transactions have been undertaken within the last three years
with related parties. BRUCE BERTMAN
In May 2003, WorldTeq sold its Networld subsidiary to an entity owned by Bruce
Bertman for $1. WorldTeq recorded the sale as a credit to additional paid in
capital for the net liabilities totaling approximately $435,000.
In September 2003, the board of directors approved the conversion of $100,000 of
notes payable to Bruce Bertman into 5,353,511 shares of common stock. The number
of shares issued was determined based on the formula outlined in Bruce Bertman's
Secured Convertible Promissory Note. The Note allowed Mr. Bertman to convert at
the lower of either $.10 per share or the average closing bid price of WTEQ
common stock for the prior 20-day period. The average closing bid was $0.018714
per share for the period ended August 18, 2003 when Mr. Bertman converted.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) LIST OF EXHIBITS
List of Exhibits
3.1 The articles of incorporation of Registrant (incorporated by
reference to the Registrant's Registration Statement on Form
10-SB12G/A filed with the Commission on November 17, 1999,
No. 000-27243).
3.2 Bylaws of Registrant (incorporated by reference to the
Registrant's Registration Statement on Form 10-SB12G/A filed
with the Commission on November 17, 1999, No. 000-27243). [
10.1 WorldTeq 2003 Individual Stock Plan of the Registrant
(incorporated by reference to the Registrant's Registration
Statement on Form S-8 filed with the Commission on October
29, 2003, No. 333-110047).
10.2 Warrant Agreement between the Registrant and James Price,
Originally Executed on October 21, 2003 but re-executed on
4/13/04 due to loss of the original document.
10.3 Warrant Agreement between the Registrant and Timothy Rieu,
Originally Executed on October 21, 2003 but re-executed on
4/13/04 due to loss of the original document.
10.4 Consulting Agreement with Aero Financial for investment
banking consulting services, dated September 30, 2003. [
14 Code of Business Conduct
23.1 Consent of Independent Auditor
31.1 Certification of Chief Executive Officer pursuant to Section
302 of Sarbanes-Oxley Act of 2002
32.1 Certification of the Company's Chief Executive Officer
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
The following reports on Form 8-K were filed by the Company during the fiscal
quarter ended December 31, 2003:
None
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
AUDIT FEES. Total annual audit fees billed for professional services rendered by
Malone and Bailey PLLC during the 2003 and 2002 fiscal years for the audit of
our annual financial statements and the review of the financial statements
included in our quarterly reports on Form 10-QSB, or services that are normally
provided by Malone and Bailey PLLC in connection with statutory and regulatory
filings or engagements for those fiscal years, totaled $15,000 and $19,000,
respectively.
AUDIT-RELATED FEES. Total annual audit fees billed during the 2003 and 2002
fiscal years for assurance and related services by Malone and Bailey PLLC that
are reasonably related to the performance of the audit or review of WorldTeq
Group International, Inc.'s financial statements and not reported in the
paragraph above under "Audit Fees" were $XX and $XX, respectively.
TAX FEES. None.
ALL OTHER FEES. There were no fees billed by Malone and Bailey PLLC during our
2003 and 2002 fiscal years for any other services rendered to WorldTeq Group
International, Inc. other than the amounts set forth above.
SIGNATURE
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
WorldTeq Group International, Inc.
/s/ Jeffrey Lieberman
-----------------------------
Jeffrey Lieberman
Chief Executive Officer,
President, Treasurer and Chairman of the Board
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Jeffrey Lieberman
-----------------------------
Jeffrey Lieberman
Chief Executive Officer,
President, Treasurer and Chairman of the Board
/s/ Brian Rosinski
-----------------------------
Brian Rosinski
Secretary and Director
Dated: April 14, 2004
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
WorldTeq Group International, Inc.
Rockville, Maryland
We have audited the accompanying consolidated balance sheet of WorldTeq Group
International, Inc. and subsidiaries as of December 31, 2003, and the related
consolidated statements of operations, stockholders' deficit, and cash flows for
each of the two years then ended. These financial statements are the
responsibility of WorldTeq's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are
free from material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of WorldTeq Group
International, Inc. as of December 31, 2003, and the results of its operations
and its cash flows for the two years then ended, in conformity with accounting
principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that WorldTeq
will continue as a going concern. As discussed in Note 2 to the financial
statements, WorldTeq's significant operating losses raise substantial doubt
about its ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas
April 14, 2004
WORLDTEQ GROUP INTERNATIONAL, INC.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
ASSETS
CURRENT ASSETS:
Restricted cash $ 31,807
Trade accounts receivable, net of allowance for
doubtful accounts of $0 32,229
-------------
Total current assets 64,036
EQUIPMENT, net of $70,940 accumulated depreciation 15,266
-------------
Total assets $ 79,302
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Convertible notes payable $ 48,780
Convertible notes payable to stockholder 141,740
Accounts payable 243,949
Accrued expenses 46,060
-------------
Total current liabilities 480,529
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Series A convertible preferred stock, $.001 par;
$4,749,989 liquidation value 5,000,000 shares
authorized;1,055,553 shares issued and outstanding 1,055
Common stock, $.001 par; 100,000,000 shares authorized;
29,561,746 shares issued and outstanding 29,562
Additional paid-in capital 20,736,542
Accumulated deficit (21,168,386)
-------------
Total stockholders' deficit (401,227)
-------------
Total liabilities and stockholders' deficit $ 79,302
=============
See accompanying summary of accounting policies and
notes to financial statements.
WORLDTEQ GROUP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2003 and 2002
2003 2002
------------ ------------
Sales $ 820,933 $ 4,221,968
Cost of sales 483,519 2,156,704
Selling, general and administrative 697,164 1,843,500
Bad debts 24,920 667,981
Depreciation 37,091 47,532
------------ ------------
Operating expenses 1,242,694 4,715,717
------------ ------------
Loss from operations (421,761) (493,749)
OTHER INCOME (EXPENSE)
Other 1,481 1,146
Forgiveness of debt 81,088 -
Interest expense (12,107) (44,194)
------------ ------------
70,462 (43,048)
------------ ------------
NET LOSS $ (351,299) $ (536,797)
============ ============
BASIC AND DILUTED LOSS PER COMMON SHARE: $ (0.01) $ (0.03)
============ ============
Weighted Average Common Shares Outstanding 23,612,937 19,105,000
============ ============
See accompanying summary of accounting policies and
notes to financial statements.
WORLDTEQ GROUP INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEARS ENDED DECEMBER 31, 2003 and 2002
Preferred Stock Common Stock
-------------------- ---------------------
Shares Amount Shares Amount
---------- -------- ----------- --------
Balances,
December 31, 2001 1,115,553 $ 1,115 17,830,000 $17,830
Shares issued for debt - - 3,420,000 3,420
Shares issued for services - - 420,000 420
Shares returned and retired - - (100,000) (100)
Shareholder capital
contribution - - - -
Conversion of preferred
stock into common (60,000) (60) 60,000 60
Net loss - - - -
---------- -------- ----------- --------
Balances,
December 31, 2002 1,055,553 1,055 21,630,000 21,630
---------- -------- ----------- --------
Sale of Networld - - - -
Options to consultants - - - -
Shares issued for debt - - 5,931,746 5,932
Exercise of consultant
Options - - 2,000,000 2,000
Net loss - - - -
---------- -------- ----------- --------
Balances,
December 31, 2003 1,055,553 $ 1,055 29,561,746 $29,562
========== ======== =========== ========
See accompanying summary of accounting policies and
notes to financial statements.
WORLDTEQ GROUP INTERNATIONAL, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
YEARS ENDED DECEMBER 31, 2003 and 2002
Paid In Accumulated
Capital Deficit Total
----------- ------------- ----------
Balances,
December 31, 2001 $19,556,789 $(20,280,290) $(704,556)
Shares issued for debt 256,580 - 260,000
Shares issued for services 103,880 - 104,300
Shares returned and retired 100 - -
Shareholder capital
Contribution 171,667 - 171,667
Conversion of preferred
stock into common - - -
Net loss - (536,797) (536,797)
----------- ------------- ----------
Balances,
December 31, 2002 20,089,016 (20,817,087) (705,386)
----------- ------------- ----------
Sale of Networld 352,458 - 352,458
Options to consultants 53,000 - 53,000
Shares issued for debt 144,068 - 150,000
Exercise of consultant
Options 98,000 - 100,000
Net loss - (351,299) (351,299)
----------- ------------- ----------
Balances,
December 31, 2003 $20,736,542 $(21,168,386) $(401,227)
=========== ============= ==========
See accompanying summary of accounting policies and
notes to financial statements.
WORLDTEQ GROUP INTERNATIONAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
2003 2002
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(351,299) $(536,797)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 37,091 47,532
Bad debt 24,920 667,981
Non-cash stock and option compensation 53,000 104,300
Change in assets and liabilities:
Trade accounts receivable 21,825 (554,505)
Other current assets 12,574 (528)
Accounts payable (49,856) 168,115
Accrued expenses 52,559 (4,550)
Deferred revenue (51,616) (46,435)
---------- ----------
Net cash used in operating activities (250,802) (154,887)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment - (13,448)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from shareholder note payable, net 97,609 28,951
Capital contribution - 171,667
Proceeds from exercise of options 100,000 -
Payments on notes payable (50,094)
---------- ----------
Net cash provided by financing activities 197,609 150,524
---------- ----------
CHANGE IN CASH (53,193) (18,045)
CASH AND CASH EQUIVALENTS, beginning of year 85,000 103,045
CASH AND CASH EQUIVALENTS, end of year $ 31,807 $ 85,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Payment of interest $ $ 14,953
========== ==========
NON-CASH FINANCING ACTIVITIES:
Stock issued for notes payable $ 150,000 $ 260,000
========== ==========
Net liabilities assumed by Networld acquirer $ 352,458 $ -
========== ==========
See accompanying summary of accounting policies and
notes to financial statements.
WORLDTEQ GROUP INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Nature of business. WorldTeq Group International, Inc. ("WorldTeq") is a Nevada
corporation formed October 13, 1997 and originally named Halo Holdings of
Nevada, Inc. The name was changed to A1 Internet.com, Inc. in 1999 and again on
October 15, 2002 to the current name. In 1999, WorldTeq acquired Virtual
Information Express, Inc., Computer Ease LLC, and Networld Ohio, Inc. Virtual
Information Express and Computer Ease were discontinued in 2000. WorldTeq sells
long-distance telephone service and various Internet-related services, including
website creation and hosting and internet connectivity services.
Basis of presentation. The consolidated financial statements include the
accounts of WorldTeq and its wholly-owned subsidiaries, WorldTeq Corporation and
NetWorld of Ohio, Inc. Significant inter-company accounts and transactions have
been eliminated.
Estimates and assumptions. Preparing financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenue
and expenses at the balance sheet date and for the period then ended. Actual
results could differ from these estimates.
Cash and cash equivalents include all highly liquid investments purchased with
original maturities of three months or less. Restricted cash is a credit card
merchant cash deposit to secure customer credit card long distance payments.
Revenue recognition. Revenue from internet and long-distance services is
recognized when services are rendered. Deferred revenue represents collected
prepaid long-distance services.
An allowance for doubtful accounts is provided based on credit experience.
Property and Equipment. The Company calculates depreciation for financial
reporting for its computers and other equipment using the straight-line method
over the useful lives of the assets, estimated at 3 - 5 years.
Income taxes. Income taxes are computed using the tax liability method of
accounting, whereby deferred income taxes are determined based on differences
between financial reporting and tax bases of assets and liabilities and are
measured using the enacted tax rates that will be in effect when the differences
reverse.
Advertising costs. Advertising costs are expensed as incurred.
Loss per Share. Basic loss per share equals net loss divided by weighted average
shares outstanding during the year. Diluted earnings per share include the
impact of common stock equivalents using the treasury stock method when the
effect is dilutive. There were no common stock equivalents during 2003 or 2002.
Stock based compensation. Stock options are accounted for by following
Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees, and related interpretations, and by following Statement of Financial
Accounting Standards No. 123, Accounting for Stock Based Compensation, which
established a fair-value-based method of accounting for stock-based compensation
plans.
Had compensation cost for the WorldTeq's stock-based compensation plan for
employees been determined based on the fair value at the grant dates for awards
under those plans consistent with the Black-Scholes option-pricing model
suggested by FASB Statement 123, the Company's net losses and loss per share
would have been increased to the pro forma amount indicated below:
2003 2002
------------ ----------
Net loss available for common
shareholders -As reported $( 298,418) $(536,797)
-Pro forma ( 298,418) (536,797)
Net loss per share -As reported $ (.01) $ (.03)
-Pro forma (.01) (.03)
New Accounting Principles. WorldTeq does not expect the adoption of recently
issued accounting pronouncements to have a significant impact on its financial
position, results of operations or cash flow.
NOTE 2 - GOING CONCERN
The financial statements have been prepared assuming that WorldTeq will continue
as a going concern. WorldTeq has a significant accumulated deficit and working
capital deficiency at December 31, 2003 and is unable to meet its obligations as
they come due; all of which raise substantial doubt about WorldTeq's ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or to the amounts and classification of liabilities that might be
necessary should WorldTeq be unable to continue as a going concern.
The continued support of WorldTeq's creditors, lenders and shareholders is
required in order for WorldTeq to continue as a going concern. Management's
plans to support WorldTeq's operations include cutting overhead costs, borrowing
additional funds and raising additional capital. WorldTeq's inability to obtain
additional capital or obtain such capital on favorable terms could have a
material adverse effect on its financial position, results of operations and its
ability to continue operations.
NOTE 3 - Sale of Networld
In May 2003, WorldTeq sold its Networld of Ohio subsidiary to a company owned by
the majority stockholder for $1 and the assumption of approximately $352,000 in
net liabilities. The transaction was recorded as an increase in additional paid
in capital in 2003.
NOTE 4 - NOTE PAYABLE TO STOCKHOLDER
In February 2003, WorldTeq signed a note with the majority stockholder. This
note is secured by all asset of WorldTeq, bears interest at 8% and
is due in monthly installments of $4,000, with the balance due February 2004.
The note is convertible at the option of the holder at $.10 per share or the
average of the closing bid price for the prior 20 day period. During 2003, the
holder of the note converted $100,000 into 5,343,511 shares of common stock.
NOTE 5 - NOTE PAYABLE
This note is past due and incurs interest at 15% and is convertible at the
option of the holder at $.10 per share or the average of the closing price for
the prior 20 day period. During 2003, the holder of the note converted $50,000
into 588,235 shares of common stock.
NOTE 6 - INCOME TAXES
WorldTeq has had losses since inception and therefore has no income tax
liability. The net deferred tax asset generated by the loss carry-forward has
been fully reserved. The cumulative net operating loss carry-forward is
approximately $20,400,000 at December 31, 2003, and will expire in various years
through 2023.
Deferred income taxes consist of the following at December 31, 2003:
Long-term:
Deferred tax assets $ 6,900,000
Valuation allowance (6,900,000)
------------
$ -
============
NOTE 7 - PREFERRED STOCK
Series A Convertible Preferred Stock was issued in 1999 for net proceeds of
$3,602,560. It is convertible into the Company's common stock at any time at the
option of the holder on a one-for-one basis. This series is non-voting and pays
no dividends. The liquidation value is $4.50 per share.
Preferred stockholders have converted 60,000 shares of preferred stock into
60,000 shares of common stock.
Note 8 - COMMON STOCK
In 2003, WorldTeq issued 2,000,000 shares of common stock for $100,000 related
to the exercise of warrants issued during 2003.
In 2003, note holders converted $150,000 into 5,931,746 shares of common sotck
(see notes 4 and 5).
In 2002, WorldTeq recorded expense totaling $104,300 related to stock issued for
services. The stock was valued at the trading price on the date of issuance.
100,000 shares were issued to a consultant for investor relations services,
200,000 shares were issued to the president and majority shareholder as a bonus
and the remaining 120,000 shares were issued to various employees as a bonus.
In 2002, WorldTeq recorded a $110,000 reduction in note payable to the majority
shareholder in exchange for 920,000 shares of common stock. The transaction was
approved by the board of directors.
In 2002, WorldTeq recorded 60,000 shares of common stock issued in exchange for
60,000 shares of preferred stock.
In 2002, 100,000 shares of common stock were returned to WorldTeq by a
stockholder. These shares were retired in 2003.
NOTE 9 - STOCK OPTIONS AND WARRANTS
WorldTeq's Stock Option Plan provides for the grant of both qualified and
non-qualified options to directors, employees and consultants of WorldTeq, and
opportunities for directors, officers, employees and consultants of WorldTeq to
make purchases of stock in WorldTeq. In addition, WorldTeq issues stock warrants
from time to time to employees, consultants, stockholders and creditors as
additional financial incentives. The plan and warrants issuance are administered
by the Board of Directors of WorldTeq, who have substantial discretion to
determine which persons, amounts, time, price, exercise terms, and restrictions,
if any.
WorldTeq uses the intrinsic value method of calculating compensation expense for
employees, as described and recommended by APB Opinion 25, and allowed by FASB
Statement 123. During the years ended December 31, 2003 and 2002, no
compensation expense was recognized for the issuance of options and warrants to
employees, because no option prices were below market prices at the date of
grant
No options were issued to employee in 2003 or 2002.
During the year ended December 31, 2003, WorldTeq issued 2,000,000 options to
consultants whose stock-based compensation must be recorded at fair value
calculated using Black Scholes. The compensation cost record for these warrants
was $53,000. Variables used in the Black-Scholes option-pricing model include
(1) 1.5% risk-free interest rate, (2) expected life of one year, (3) 100%
volatility and (4) zero expected dividends.
Summary information regarding options and warrants is as follows:
Weighted Weighted
average average
Options Share Price Warrants Share Price
--------- ------------ ----------- ------------
Year ended December 31, 2002:
----------------------------
Outstanding, 2001 1,232,000 .29 4,036,650 $ 66
Granted - - - -
--------- ------------ ----------- ------------
Outstanding at
December 31, 2002 1,232,000 .29 4,036,650 .66
Year ended December 31, 2003:
----------------------------
Granted - - 2,000,000 .10
Excersiced - - (2,000,000) -
--------- ------------ ----------- ------------
Outstanding at
December 31, 2003 1,232,000 $ .29 4,036,650 $ .66
========= ============ =========== ============
Options outstanding and exercisable as of December 31, 2003:
- - Outstanding - - Exercisable
Number Remaining Number
Exercise Price of Shares life of Shares
--------------- ------------ ---------------------
.29 87,000 2 years 87,000
.29 145,000 3 years 145,000
.29 600,000 4 years 600,000
.29 400,000 5 years 400,000
--------------- ---------------------
1,232,000 1,232,000
=============== =====================
Warrants out standing and exercisable as of December 31, 2003:
- - Outstanding - - Exercisable
Number Remaining Number
Exercise Price of Shares life of Shares
--------------- ------------ ---------------------
5.50 386,650 1 years 386,650
2.75 150,000 3 years 150,000
.10 500,000 1 years 500,000
.03 3,000,000 3 years 3,000,000
--------------- ---------------------
4,036,650 4,036,650
=============== =====================
NOTE 10 - COMMITMENTS AND CONTINGENCIES
WorldTeq has a dispute with its former long-distance carrier, relating to the
balance due owed to the carrier in 2002 when the relationship terminated. At
December 31, 2002 WorldTeq had a liability recorded of approximately $222,000
and received a credit totaling approximately $81,000 during 2003 leaving a
liability of approximately $141,000 at December 31, 2003. However, Worldteq had
been invoiced approximately $710,000. The disputed difference of approximately
$488,000 relates mainly to charges incurred at various payphones. WorldTeq
obtained a waiver from liability from the payphones owner and from Qwest for any
of these charges. Management is currently in contact with Qwest and the
differences are being reviewed by the Qwest. Management believes WorldTeq is not
liable for the charges since waivers were obtained and has not recorded any
liability related to these payphone fees. If WorldTeq is ultimately responsible
for the charges they would be required to record an additional liability of
approximately $488,000. The carrier has not made demand for payment of the
balance since early 2003.
NOTE 11 - MAJOR CUSTOMERS AND VENDORS
One customer accounted for approximately 30% of Worldteq's revenues in 2003 and
2002. Global Crossing accounted for approximately 90% of long-distance carrier
purchases in 2003 and 2002.
NOTE 12 - SUBSEQUENT EVENTS
In January and February 2004 Worldteq received $100,000 from the exercise of
2,000,000 options issued in 2004.
In February 2004, Worldteq purchased long-distance customer base for $50,000 in
cash.
NOTE 13 - RESTATEMENTS OF PREVIOUSLY REPORTED FINANCIAL STATEMENTS
Worldteq erroneously reduced the note payable to stockholder and general and
administrative expense at December 31, 2003 due to clerical error. The following
summarizes the restatement of the balance sheet and income statement for the
related error.
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 2003
ASSETS Previously Increase
CURRENT ASSETS: Stated (Decrease) Restated
------------- ----------- -------------
Restricted cash $ 31,807 $ - $ 31,807
Trade accounts receivable 32,229 32,229
------------- -------------
Total current assets 64,036 64,036
EQUIPMENT, net 15,266 15,266
------------- -------------
Total assets $ 79,302 $ 79,302
============= =============
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable $ 48,780 $ 48,780
Note payable stockholder 88,859 52,881 141,740
Accounts payable 243,949 243,949
Accrued expenses 46,060 46,060
------------- -------------
Total current liabilities 427,648 52,881 480,529
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIT:
Series A convertible preferred 1,055 1,055
Common stock 29,562 29,562
Additional paid-in capital 20,736,542 20,736,542
Accumulated deficit (21,115,505) 52,881 (21,168,386)
------------- -------------
Total stockholders' deficit (348,346) 52,881 (401,227)
------------- -------------
Total liabilities and stockholders' deficit $ 79,302 $ - $ 79,302
============= =========== =============
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARENDED DECEMBER 31, 2003
Previously Increase
CURRENT ASSETS: Stated (Decrease) Restated
------------ ----------- ------------
Sales $ 820,933 $ - $ 820,933
Cost of sales 483,519 483,519
Selling, general and administrative 644,283 52,881 697,164
Bad debts 24,920 24,920
Depreciation 37,091 37,091
------------ ------------
Operating expenses 1,189,813 52,881 1,242,694
------------ ------------
Loss from operations (368,880) 52,881 (421,761)
OTHER INCOME (EXPENSE)
Other 1,481 1,481
Forgiveness of debt 81,088 81,088
Interest expense (12,107) (12,107)
------------ ------------
70,462 70,462
------------ ------------
NET LOSS $ (298,418) 52,881 $ (351,299)
============ ============
BASIC AND DILUTED LOSS PER COMMON SHARE: $ (0.01) $ (0.01)
============ ============
Weighted Average Common Shares Outstanding 23,612,937 23,612,937
============ ============