SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934 for the quarterly period ended March 31, 2003.
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from
Commission file number: 33-24108D
Worldwide Holdings Delaware, Corp.
(Exact name of small business issuer as specified in its charter)
DELAWARE 87-045382
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
2121 West Army Trail Road, Suite 105, Addison, Illinois, 60101
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(Address of principal executive office) (Zip Code)
(630) 705-1696
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(Issuer's telephone number)
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 ____ No ____
The number of outstanding shares of the issuer's common stock, $0.001
par value (the only class of voting stock), as of May 21, 2003 was 7,816.
TABLE OF CONTENTS
ITEM 1. FINANCIAL STATEMENTS .............................. 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS............... 4
PART II....................................................
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Worldwide Holdings Delaware, Corp.,
a Nevada corporation, and its subsidiaries and" "predecessors unless otherwise
indicated. Unaudited, condensed" interim financial statements including a
balance sheet for the Company as of the quarter ended March 31, 2003 and
statements of operations and statements of cash flows for the interim period up
to the date of such balance sheet and the comparable period of the preceding
year are attached hereto as pages F-1 through F-4 and are incorporated herein by
this reference.
[THIS SPACE HAS BEEN LEFT BLANK, INTENTIONALLY]
WORLDWIDE HOLDINGS DELAWARE, CORP."
f.k.a. TRSG CORPORATION
UNAUDITED CONDENSED INTERIM
BALANCE SHEET
AS OF MARCH 31, 2003
(UNAUDITED)
ASSETS
CASH $ --
---------
CURRENT ASSETS
TOTAL CURRENT ASSETS --
---------
TOTAL ASSETS $ --
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
NOTES PAYABLE $ 350,000
ACCOUNTS PAYABLE 285,000
---------
TOTAL CURRENT LIABILITIES 635,000
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TOTAL LIABILITIES 635,000
COMMITMENTS and CONTINGENCIES - (NOTE 3) 650,000
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $.001 par value
AUTHORIZED 5,000,000 shares
ISSUED and OUTSTANDING - NONE
COMMON STOCK, $.001 par value
AUTHORIZED 2,000,000,000 shares
ISSUED and OUTSTANDING - 7,816
ADDITIONAL PAID-IN CAPITAL 3,999,035
RETAINED EARNINGS (DEFICIT) (5,284,043)
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NET STOCKHOLDERS' EQUITY (1,285,000)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ --
==========
See Notes to Financial Statements
F - 5
"WORLDWIDE HOLDINGS DELAWARE, CORP."
f.k.a. TRSG CORPORATION
CONDENSED INTERIM
STATEMENT OF INCOME AND EXPENSES
"FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002"
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
2003 2002
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REVENUES $ -- $ 279,944
COST OF SALES -- 108,341
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GROSS PROFIT -- 171,603
SELLING, GENERAL and ADMINISTRATIVE
EXPENSES - (NOTE 4) -- 712,678
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(LOSS) FROM OPERATIONS -- (541,075)
OTHER INCOME (EXPENSE)
INTEREST EXPENSE -- (3,469)
OTHER -- (69,885)
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TOTAL OTHER -- (73,354)
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NET INCOME (LOSS) $ -- $(614,429)
========== =========
BASIC EARNINGS (LOSS) PER SHARE N/A (359.11)
========== =========
WEIGHTED AVERAGE SHARES OUTSTANDING 7,816 1,711
========== =========
See Notes to Financial Statements
F - 6
WORLDWIDE HOLDINGS DELAWARE, CORP.
f.k.a. TRSG CORPORATION
UNAUDITED CONDENSED INTERIM
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 and 2002
(UNAUDITED)
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS $ -- $(614,429)
ADJUSTMENTS TO RECONCILE OPERATIONS
TO CASH FLOWS:
STOCK ISSUED FOR SERVICES 239,450
DEPRECIATION and AMORTIZATION 33,717 3
CHANGES IN OPERATING ASSETS 208,459
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NET CASH FROM (TO) OPERATING ACTIVITIES -- (132,803)
CASH FLOWS FROM INVESTING ACTIVITIES
ADVANCES FROM RELATED PARTY -- 30,665
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NET CASH FROM (TO) INVESTING ACTIVITIES -- 30,665
CASH FLOWS FROM FINANCING ACTIVITIES
PROCEEDS FROM ISSUANCE OF DEBT -- 108,158
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NET CASH FROM (TO) INVESTING ACTIVITIES -- 108,158
--------- ---------
NET INCREASE IN CASH AND EQUIVELENTS -- 6,020
CASH and CASH EQUIVELENTS:
BEGINNING OF PERIOD -- 12,096
--------- ---------
END OF PERIOD $ -- $ 18,116
========= ---------
SUPPLEMENTAL INFORMATION
NONCASH INVESTING AND FINANCING ACTIVITIES
STOCK ISSUED FOR SERVICES $ $ 239,450
========= =========
See Notes to Financial Statements
F - 7
WORLDWIDE HOLDINGS DELAWARE, CORP.
f/k/a TRSG CORPORATION
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 2003
NOTE 1 - BASIS OF PRESENTATION
On May 14, 2003 the Company, f.k.a. TRSG Corporation, a Delaware corporation,
filed a name change with the State of Delaware, effective May 21, 2003, to
Worldwide Holdings Delaware, Corp.
The interim financial statements at March 31, 2003 and for the three month
periods ended March 31, 2003 and 2002 are unaudited, but include all adjustments
which the Company considers necessary for a fair presentation.
The accompanying unaudited financial statements are for the interim periods and
do not include all disclosures normally provided in annual financial statements,
and should be read in conjunction with the Company's Form 10-KSB for the year
ended December 31, 2002, wherein a concern for the ability of the" Company to
continue its operations on an on going basis was expressed. The accompanying
unaudited condensed interim financial statements for the three month periods
ended March 31, 2003 and 2002, are not necessarily indicative of the results
which can be expected for the entire year.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
All assets and operations were sold December 31, 2002. There is no change in
significant accounting policies since the "financial statements reported as of
December 31, 2002.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
The Company recognized in its financial statements as of December 31, 2002 a
significant exposure to: 1) debts eliminated in an asset sale that potentially
could come back to the Company, and 2) a pending lawsuit. There has been no
change in this potential exposure; so, the Commitments and Contingencies as
reported on the balance sheet of $650,000 remains the same.
F - 8
WORLDWIDE HOLDINGS DELAWARE, CORP.
f/k/a TRSG CORPORATION
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 2003
NOTE 4 - RELATED PARTY TRANSACTIONS
In an agreement between Gateway Distributors, Ltd. ("Gateway"), the prior
majority shareholder of the Company, and Suburban Capital Corp. ("Suburban"),
Gateway sold approximately 51% ownership interest in the Company to Suburban,
closing December 31, 2002.
As of December 31, 2002 and also as of May 21, 2003, approximately 51% of the
ownership of the Company is held by Suburban and approximately 7% is owned by
Gateway. Suburban has assumed responsibility to pay the ongoing costs and
expenses of the Company as part of its consideration in taking over the
controlling interest of the Company.
Thus, the Company has no activity during the period January 1, 2003 to March 31,
2003. However, on April 8, 2003 the Company co-signed a note guaranteeing
payment of a $62,000 obligation due from Suburban to one of its creditors. In
the event of default of payment, due July 15, 2003, then 49% ownership in the
Company would pass to the creditor of Suburban and the Company would remain
liable to pay the debt as a co-signer on the debt along with Suburban. Suburban
has told the Company the debt will be paid timely.
NOTE 5 - GOING CONCERN
The Company will need additional working capital to service its debt and to be
successful in its planned activity. This raises substantial doubt about its
ability to continue as a going concern. Continuation of the Company as a going
concern is dependent upon obtaining additional working capital. Management of
the Company has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing, which will
enable the Company to operate in the coming year. In the interim, Suburban, as
the majority shareholder continues to assume the ongoing obligations of the
Company.
F - 9
WORLDWIDE HOLDINGS DELAWARE, CORP.
f/k/a TRSG CORPORATION
NOTES TO UNAUDITED CONDENSED INTERIM FINANCIAL STATEMENTS
FOR THE PERIODS ENDED MARCH 31, 2003
NOTE 6 - EQUITY
On May 14, 2003 the Company did a 1 for 25,000 reverse stock split effective May
21, 2003. The financial statements have reflected this reverse stock split
retroactively.
On March 24, 2003 the Company issued 32,000 shares of common stock. It was
cancelled for lack of consideration and removed from the transfer agent's
stockholders' list May 12, 2003. The stock certificate was returned to the
Company.
As of December 31, 2002 the Company has issued and outstanding 7,816 shares of
common stock. There was no stock" "activity from January 1, 2003 to May 16, 2003
other than the 32,000 shares issued and cancelled as explained above. Yet, when
the Company changed transfer agents May 12, 2003 only 7,776 shares were
accounted for and reported to the new stock transfer agent. The 40 share
shortage is unaccounted for and unresolved as of May 21, 2003. The Company is
looking into this matter. These financial statements recognize the full 7,816
shares as issued and outstanging.
F-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
This "Management's Discussion and Analysis of Financial Condition and Results of
Operations" should be read in conjunction with the Company's audited and
unaudited financial statements, the notes" thereto and the other financial data
included elsewhere herein. This section includes forward-looking statements
which involve risks and uncertainties which are based upon the Company's
beliefs, as well as assumptions made by and information currently available to
the Company. The Company's actual results may differ materially from the results
predicted by such forward-looking statements due to various factors, including,
but not limited to, those risks and uncertainties which are discussed below.
Comparison of the Prior Results of Operations
The Company sold its assets and operations in exchange for much "of its debt on
December 31, 2002. This effectively left the Company as a shell corporation.
Therefore, a comparative analysis between the years 2002 and 2003 are not
meaningful and are consequently not described.
Going Concern Issues
The Company, as a shell corporation is left without resources to carry on its
objectives, which raises a question as to the ability of the Company to
continue as a going concern. Management believes it has developed ways to keep
the Company ongoing through efforts to raise additional capital and possibly do
a business combination with another entity. Meanwhile, its majority shareholder,
Suburban Capital Corp. continues to assume the ongoing financial needs of the
Company.
Plans of the Company and Future Operations
As a shell corporation, the Company is searching for an arrangement to make a
business combination with a suitable entity. However, the Company cannot
accurately predict what it will take to accomplish this. It is presently looking
into entering the real estate industry, specifically dealing with distressed
properties.
Reverse Stock Split
On May 14, 2003 the Company did a 1 for 25,000 reverse stock split effective May
21, 2003. The financial statements have reflected this reverse stock split
retroactively.
Stock Issue, Cancellation and Difference in Number of Shares Outstanding.
On March 24, 2003 the Company issued 32,000 shares of common stock. It was
cancelled for lack of consideration and removed from the transfer agent's
stockholders' list May 12, 2003. The stock certificate was returned to the
Company.
5
As of December 31, 2002 the Company has issued and outstanding 7,816 shares of
common stock. There was no stock activity from January 1, 2003 to May 16, 2003
other than the 32,000 shares issued and cancelled as explained above. Yet, when
the Company changed transfer agents May 12, 2003 only 7,776 shares were
accounted for and reported to the new stock transfer agent. The 40 share
shortage is unaccounted for and unresolved as of May 21, 2003. The Company is
looking into this matter. These financial statements recognize the full 7,816
shares as issued and outstanding.
6