FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: WORLD TRANSPORT AUTHORITY, INC.
CENTRAL INDEX KEY: 0001028130
STANDARD INDUSTRIAL CLASSIFICATION:
MOTOR VEHICLES & PASSENGER CAR BODIES
[3711]
IRS NUMBER: 931202663
FISCAL YEAR END: 630
FILING VALUES:
FORM TYPE: 10KSB40
SEC ACT:
SEC FILE NUMBER: 000-23693
FILM NUMBER: 99733872
BUSINESS ADDRESS:
STREET 1: 140 W. Park Avenue, Suite 219
CITY: El Cajon
STATE: CA
ZIP: 92020
BUSINESS PHONE: 6195932440
MAIL ADDRESS:
STREET 1: 140 W. Park Avenue, Suite 219
CITY: El Cajon
STATE: CA
ZIP: 92020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
Annual Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Year ended June 30, 2003
Commission File Number 0-23693
WORLD TRANSPORT AUTHORITY, INC.
(Exact name of registrant as specified in its charter)
Alberta, BC 93-1202663
(State of Incorporation) (IRS Employer Identification No.)
140 W. Park Avenue, Suite 219, El Cajon, CA 92020
(Address of Principal Executive Offices) (Zip Code)
(619) 593-2440 FAX (619) 593-2444
(Registrant's telephone and fax number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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.
Yes [X] No [ ]
The issuer's revenues for the year ended June 30, 2003 were $0.
The approximate aggregate market value of the voting stock held by non-
affiliates of the registrant as of June 30, 2003, based on the market was
$2,326,630. As of September 30, 2003, the registrant had 81,965,833 shares of
common stock, no stated par value, issued and outstanding.
1
TABLE OF CONTENTS
ITEM 1 BUSINESS
ITEM 2 PROPERTIES
ITEM 3 LEGAL PROCEEDINGS
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
PART II
ITEM 5 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND RELATED STOCKHOLDERS MATTERS.
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 7 FINANCIAL STATEMENTS
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
PART III
ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 10 EXECUTIVE COMPENSATION
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
SIGNATURES
REPORTS OF INDEPENDENT PUBLIC ACCOUNTANTS
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
2
ITEM 1 BUSINESS
FORWARD LOOKING STATEMENTS
In addition to historical information, this Annual Report contains
forward-looking statements. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in these forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations". Readers are cautioned not to
place undue reliance on these forward-looking statements, which reflect
management's opinions only as of the date hereof. The Company undertakes no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. Readers should carefully review the risk factors
described in other documents the Company files from time to time with the
Securities and Exchange Commission, including the Quarterly Reports on Form
10-QSB to be filed by the Company in fiscal year 2004.
HISTORY
World Transport Authority, Inc. (the "Company") was incorporated in the
Province of Alberta, Canada in January 1996 pursuant to the Alberta Business
Corporations Act. The Company was incorporated to facilitate an initial
public offering in order to provide funding for a new motor vehicle prototype.
The prototype vehicle has been developed into the WorldStar utility vehicle,
which is now produced using the World Transport Authority, Inc. micro-
manufacturing process.
The Company, through its wholly owned subsidiary, World Transport
Authority, Inc. ("WTA"), a Nevada corporation, is in the business of designing
vehicles and selling licenses to others to produce these vehicles in markets
around the world.
The Company sells a Master License for each predetermined geographic
region or each country, depending on the estimated vehicle sales in each
market.
The price for this Master License varies depending upon the population of
the geographic region or country served. The Master License Holder ("MLH") is
responsible for selling Manufacturing and Distribution Licenses for individual
factories throughout their country or region. The MLH provides all support
for each factory, including training and marketing, utilizing local customs
and language.
Generally, a manufacturing and distribution license holder is required to
pay its Master License fee by remitting a specified percentage of each
Manufacturing and Distribution License fee to the Company. As a result of the
uncertainties related to the realization of such fees, revenues from the sale
of a Master License are recognized when the Company receives the specified
percentage payment from the MLH upon the sale of a Manufacturing and
Distribution License, and the Company has provided substantially all of the
factory components and training sufficient to enable the licensee to begin
vehicle production.
3
Royalty payments based on the production and/or sale of vehicles are
recognized when earned and realization is reasonably assessed. Revenues from
sales of licenses to build and sell manufacturing plants will be recognized
upon completion and shipment of the manufacturing plants to the Licensor or by
the Licensee and realization is reasonably assessed.
World Star Logistics, Inc. ("WSL") is a wholly owned subsidiary of the
Company. WSL was incorporated in the state of Nevada and began operations in
May 2000. WSL was established for the purpose of operating the operations of
acquiring and shipping the vehicle parts needed for producing the WorldStar
vehicle. WSL has never operated as an independent entity, but rather operated
through the general operating account for the Company, and is currently
inactive. Fees from the distribution of the vehicle components are based upon
the terms of the underlying license agreements and are recognized either upon
the shipment of the components or upon the production of the vehicle and
realization is reasonably assessed. Amounts billed for shipping and handling
are included in freight revenue and handling costs are included in cost of
revenues.
The Company executed an agreement with CBN WorldStar Philippines, Inc.
("CBN"), the Philippine MLH, which grants to CBN the license to build and sell
manufacturing plants on behalf of WTA for the manufacture of the WorldStar
product line. The agreement limits CBN's right to produce factories to
license holders within their Area of Exclusivity. The Company will recognize
revenue associated with the license for production of factories upon
completion and shipment of manufacturing plants by the licensee.
Additionally, the Company entered into a consulting agreement with CBN to
provide services for the sales and marketing of licensing agreements on behalf
of the Company. The agreement provides for CBN to receive a commission of
fifteen percent for each license agreement completed by CBN.
MASTER LICENSE AND MANUFACTURING & DISTRIBUTION LICENSES
During the fiscal year ended June 30, 2003, the Company entered into one
new Master License Agreement ("MLA"), and no new Manufacturing and
Distribution License agreements.
EUROPE
The Company signed an exclusive MLA with Cugnot Motor Corporation Ltd.
("Cugnot"), to develop the production of the WorldStar utility vehicle in
fifty-nine European countries over a period of 50 years. The exclusive
agreement states a Master License Fee of $5,000,000 USD (five million US
Dollars) for the territories. Cugnot, a UK based company, has signed a
Promissory Note for the License Fee requiring definitive payments over a two
year period starting in October 2002. Revenue from this Master License
Agreement will be recognized as the Master License Fees are collected and
earned over the contractual period of 50 years. No amounts have been received
as of June 30, 2003 and management cannot reasonably predict the expected
timing of future cash inflows.
The European MLA establishes that the Company retains full control over
their patents and outlines specific payment terms and benchmarks for the sale
of Factory Licenses within the territory. In addition, the terms of the
agreement allow the Company to convert a portion of the note into equity
ownership in the UK company, up to a twenty percent (20%) ownership portion.
4
The European market represents a strong potential market for the
WorldStar utility vehicle, especially in Eastern Europe. The aim of Cugnot is
to identify specific trends and opportunities in Europe. Cugnot will then
identify specific licensing and/or distribution partners who meet the criteria
of the Company and its shareholders and possess the necessary qualities to
command a market share.
PHILIPPINES
An amended Master License Agreement was executed September 15, 1999
between WTA and CBN for the region of the Philippines. The amended agreement
also granted to CBN the right to build factories for other Master Licensees,
on behalf of WTA. In September 1999, a Standard Manufacturing and
Distribution License Agreement was executed between WTA and CBN.
The Grand Opening of CBN's first fully licensed factory occurred in July
2000. CBN located their facilities in the New Special Clark Economic Zone,
which was formerly Clark Air Force Base.
During fiscal year ended June 30, 2001, Doug Norman was named the Interim
General Manager for CBN. In addition to serving in a management position with
this licensee, Mr. Norman also has majority interest in CBN as a result of an
initial ownership interest and additional funds advanced to CBN for operating
expenses.
In October 2001, CBN enlisted the assistance of the U.S. Embassy in the
Philippines to resolve issues blocking final registration of the
WorldStarvehicle. The entire staff of the Embassy provided substantial
support in resolving the registration delays. In January 2002,
representatives from the U.S. Embassy accompanied CBN to the Land
Transportation Office in Manila and were successful in obtaining final
approval and registration in the Philippines.
With the vehicle registration issue resolved, CBN has moved forward in
sales and marketing the WorldStar vehicle and development of their exclusive
territory. CBN worked with the Mayor of Manila to develop the Baraguay model
of the WorldStar, and this style WorldStar vehicle is now being used by the
Department of Parks in Manila.
The Cooperative Union of the Philippines ("CUP") is now the Master
License Holder ("MLH") to manufacture and sell the WorldStar vehicle in the
Philippines. Acquiring the exclusive territory of the Philippines by signing
an agreement with CBN Philippines to transfer the License, CUP took formal
conditional control of the Philippines' Master License on October 10, 2002.
CUP was established in 1979 as an apex organization of national cooperative
federations and unions at the regional, provincial and city levels. CUP is a
CDA accredited national apex organization of affiliated National Federations
and Cooperative Unions at all levels. CUP is a member of the International
Cooperative Alliance ("ICA") and various cooperative organizations in the
Asian and Pacific Region. It is collectively owned by the Cooperatives and
works for the benefit of all Cooperatives in the Philippines regardless of
type or affiliation. CUP's vision is a Philippine society where there is
equity, democracy, social justice and sustainable development.
5
COLOMBIA
In May 1999, WTA and WorldStar Andino Corporation ("Andino") executed a
Master License Agreement for the region of South America. Andino has
one Standard Manufacturing and Distribution License Holder ("MDLH"), which is
WorldStar Paez S.A. ("PAEZ"), who has the exclusive rights to produce the
WorldStar vehicle in Colombia. PAEZ held the grand opening celebration for
the official launch of the WorldStar product line in July 2000 in Bogota,
Colombia.
PAEZ has provided information related to the number of WorldStar vehicles
produced in its facility through December 2001. Through the year ended June
30, 2003 the Licensee has provided no reports to the Company detailing the
sales and production for this period, as required by their license agreement.
WorldStar Paez, the Standard Manufacturing and Distribution Licensee in
Colombia, continues to be in violation of the license agreement to produce
WorldStar vehicles due to the refusal to provide sales and production reports
to the Company. The only communication from the Licensee in the past nine to
twelve months has been with regard to replacement parts. The Licensee
operates a fleet of WorldStar vehicles equipped with refrigerated units for
the purpose of leasing the vehicles as delivery vehicles. Because of the lack
of reporting from the Licensee, the Company is unaware of the size of the
fleet or if the Licensee intends to produce more vehicles in the future.
NIGERIA
A Standard Manufacturing and Distribution License Agreement was executed
between IMR, as MLH for the region, and SIGWA Motors Limited ("SIGWA"), as
MDLH. The document was extensively reviewed and approved by NOTAP, the
Nigerian governmental agency responsible for approval of all contracts with
foreign companies. The license agreement is for a five-year term, with an
option to renew for another five-year period.
The MDL was signed, however the payment necessary to initiate the
shipment of a factory had not been received. As of the year ended June 30,
2003 there has been no further development of the WorldStar project and no
factory to manufacture the WorldStar vehicle has been ordered or shipped.
CHINA
A Master License Agreement was executed on September 12, 2000 between the
Company and World Star Utility, Inc. ("WSU"). The Master License Holder
("MLH") is obligated to establish the first factory in their region. In
October 2000, the first WorldStar vehicle was shipped to China for use in pre-
marketing activities in that country. Chinese delegates from WSU visited the
WorldStar facility at Clark Special Economic Zone in Pampanga, Philippines in
May 2001. The Licensee has stated continued interest in the WorldStar
project, however they have been preoccupied with other major development
projects. As of fiscal year ended June 30, 2003, this Licensee has not yet
entered into a MDLH agreement or placed an order for a factory to manufacture
the WorldStar vehicle.
6
ZASTAVA
The Company is working with Zastava to represent their product in both
the Automobile and Truck Divisions to sell Complete Knock Down (CKD) or
Completely Built Up (CBU) systems, in addition to the WorldStarTM vehicle and
micro-manufacturing production facilities. Zastava is an automobile
production company that is located in Kragujavec, Yugoslavia which produces
the Florida and Ciao cars. The Company also has an exclusive agreement with
Zastava to supply the drive train and ancillary parts for all WorldStar
vehicles. As of fiscal year ended June 30, 2003, the Company has not yet
established a production line for the production of the CKD or CBU Automobile
or Truck vehicles manufactured by Zastava.
COMPETITION
As of the date of the filing of this report, the Company is not aware of
any competition in the vehicle market in developing nations. The automotive
market in the developing nations does not offer any other utility vehicle hat
is constructed with a complete composite body. The composite body makes the
WorldStar the most durable vehicle available, which is highly resistant to
rust factors found in many of areas of this marketplace. The WorldStar is the
only vehicle marketed for production rugged terrains in developing nations.
EMPLOYEES
As of June 30, 2003 the Company had 1 employee on payroll. This employee
works in the Philippines directing the technical operations for the business.
The officers of the Company operate under consulting agreements. No labor
union or other labor organization currently represents the Company's
employees. All other services are provided to the Company by independent
contractors through consulting agreements.
ITEM 2 PROPERTIES
As of fiscal year ended June 30, 2003 the Company's headquarters office
was located at 140 W. Park Avenue, Suite 219, El Cajon, CA 92020. The lease
for these office facilities are currently rented on a month-to-month basis.
The location contains 300 square feet of office space for a monthly rent of
$324.
ITEM 3 LEGAL PROCEEDINGS
At fiscal year ended June 30, 2003, the Company had legal issues
outstanding with former employees. In October 2002, the Company entered into
a settlement with Carlos Cano, a former employee, for $50,000. Under the
terms of the settlement agreement, due to failure to pay the initial
settlement payment the total settlement amount increased to $150,000, plus
interest. In December 2001, an Award of Arbitrator was handed down in the
matter of Thomas Bowers vs. World Transport Authority, Inc. The arbitrator
ruled that the Company is to pay to Bowers the sum of $103,374, which
includes compensation, interest, and legal fees. Judgment liens were filed in
both of these cases.
7
A former employee filed a worker's compensation case against the
insurance carrier for the Company and the Company. On April 29, 2002, the
Company received notification that an award has been issued in the Powers
matter. At that time, the Company accrued liabilities of $58,580 as estimated
costs in this case, based on review of preliminary award information received
by the Company. Subsequent to year end June 30, 2003, further notification
regarding this case resulted in a further accrual of $70,260, for a total
liability of $128,841. All of the above amounts have been recorded as a
liability as of June 30, 2003.
Subsequent to year end, in August 2002 the Company obtained documentation
of a judgment filed by the Van Vlechten Family Limited Partnership for amounts
due under the lease for the prior office space on Magnolia Avenue in Santee,
California. The Company terminated this lease early and vacated the space in
an effort to downsize the operational expenses. The total costs of $9,819
stated in the judgment have been accrued as a liability as of June 30, 2003.
The former SEC attorneys for the Company filed suit against WTAI for
outstanding legal fees and received a default judgment in Pennsylvania in
February 2002. A bill including the judgment and services alleged rendered
for WTAI after the judgment entered was rendered in the amount of $34,494.
Demand was made to pay the judgment and outstanding bill in May of 2002.
There has been no further communication or action regarding this matter since
that time.
Additionally, a number of vendors are pursuing the amounts owed to them
through collections and legal process. Two former vendors filed judgments
against the Company for outstanding balances owed by the Company. The Company
has carried the outstanding balances owed to these vendors as a liability
since receipt of their bills. The total amount of these judgments is $14,899
including court costs and additional fees. Additionally, Wells Fargo Leasing
is pursuing collection of the full amount of the five year lease for
furniture, computers and phone equipment entered into in 2001. In October
2001 the Company notified Wells Fargo Leasing that it was not able to continue
the obligation entered into under this lease, and Wells Fargo Leasing made
arrangements to pick up all the leased equipment and furniture, and has
verified that the assets were retrieved. The Company does not agree that the
full of amount of the lease is due and has contested the amount of $71,000.
No amounts have been recorded for this contingent liability.
On February 25, 2003, the United States Securities and Exchange
Commission filed an action in the Southern District of New York against
Douglas Norman. The complaint alleges Mr. Norman violated Sections 5(a),
5(c), and 17(a) of the Securities Act of 1933 (the "Securities Act") [15
U.S.C. SSSS 77e(a) and (c), and 77q(a)]; Sections 10(b), 13(d) and 16(a) of
the Securities Exchange Act of 1934 (the "Exchange Act") [15 U.S.C. SSSS
78j(b), 78m(d) and 78p(a)], and Exchange Act Rules 10b-5, 13d-1 and 16a-3 [17
C.F.R. SSSS 240.10b-5, 240.13d-1, and 240.16a-3]. The complaint additionally
alleges that Mr. Norman is also liable as a controlling person, pursuant to
Section 20(a) of the Exchange Act [15 U.S.C. SS 78t(a)], for WTA's violations
of Sections 5(a) and 5(c) of the Securities Act [15 U.S.C. SSSS 77e(a) and
(c)], and for WTA's violations of Sections 10(b) and 13(a) of the Exchange Act
[15 U.S.C. SSSS 78j(b) and 78m(a)], and Exchange Act Rules 10b-5, 12b-20, 13a-
8
1, and 13a-13 [17 C.F.R. SSSS 240.10b-5, 240.12b-20, 240.13a-1, and 240.13a-
13]. As a result of this action, Mr. Norman resigned his position as head of
International Sales for the Company.
In March 2003, the Company received notice that a Hearing was scheduled
with the State of California Division of Labor Standards regarding unpaid
wages to a former employee. The hearing was initially scheduled for April 16,
2003, but later postponed to June 5, 2003. The Company did not contest the
amount owed, and has carried the unpaid wages as a liability since incurred.
Subsequent to this hearing the Company received notification of the
requirement to pay these wages along with an additional amount as a penalty
for delayed payment.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held no shareholder meetings during the fiscal year.
PART II
ITEM 5 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDERS MATTERS.
On September 24, 1998, the Company's common stock began trading on the
OTC Electronic Bulletin sponsored by the National Association of Securities
Dealers (NASD). The following table sets forth the high and low closing sales
prices for the Common Stock for each quarterly period within the Company's two
most recent fiscal years on the OTC Electronic Bulletin Board.
Quarter ended:
High Low High Low
-------- -------- -------- -------
September 30, 2001 $.19 $.03 2002 $.12 $.04
December 31, 2001 $.07 $.03 2002 $.07 $.04
March 31, 2002 $.15 $.03 2003 $.06 $.01
June 30, 2002 $.11 $.05 2003 $.05 $.01
As of September 15, 1999, the Company's stock has been traded on the
NASDAQ system in the over-the-counter market under the symbol "CARH".
September 1, 2000, the Company name changed to World Transport Authority,
Inc., and the trading symbol changed to "WTAI".
In April 2000, the Company's common stock began trading on the Frankfurt
Stock Exchange under the trading symbol "POH". September 1, 2000, the Company
changed its name to World Transport Authority, Inc., and the trading symbol
changed to "920943". Effective August 31, 2000, the Company underwent a four-
for-one forward split of its shares of common stock.
The Company's Board of Directors determines any payment of dividends.
The Board of Directors does not expect to authorize the payment of cash
dividends in the foreseeable future. The Company's Board of Directors passed
a resolution to provide a dividend to stockholders in the form of stock in
PAAT, formerly Greenvolt, Inc. The Company received stock in PAAT in April
9
2000 and in January 2001. PAAT was established in the NASDAQ system on the
Pink Sheets under the symbol PAAT in August 2000. The Company established
February 14, 2001 as the recordation date for this dividend.
Under the requirements of the Securities Act of 1933 established by the
Securities and Exchange Commission ("SEC"), certain rules are applicable to
the PAAT dividend, due to WTA's majority ownership of PAAT at that time.
Therefore, PAAT was required to register the shares as free trading with the
SEC before the Company could complete distribution of the dividend.
In November 2001, PAAT merged with Lexor International Inc., a Maryland
corporation. Effective November 27, 2001 the name of the company changed to
Lexor International Inc. ("LEXOR"), the trading symbol became LXOR, and there
was a one-for-seven reverse stock split. As consideration for the acquisition
of LEXOR, PAAT issued to Lexor 232,751,860 post-split common shares of PAAT.
Through the issuance of common stock for the acquisition, the Company moved to
the status of minority ownership of LEXOR.
Under a letter agreement between the Company, PAAT and LEXOR at the time
of the LEXOR merger, LEXOR was required to file a registration of stock with
the SEC so that the Company could complete the dividend of PAAT stock to WTA
shareholders. LEXOR never completed the required registration.
In December 2002, as stated in a press release issued by Lexor
International Inc., Lexor International Inc. has divested itself of Lexor
International Maryland Inc. by returning 13,123,813 common shares of Lexor to
the treasury of that company. On December 9, 2002, the Board of Directors for
LXXR approved a corporate name change to Grayling Wireless USA Inc., now
trading on the Pink Sheets under the trading symbol GRYW. At the same time,
the Lexor Board approved a one for two hundred reverse stock split, effective
January 17, 2003. On September 15, 2003 Grayling acquired Grayling Wireless,
Inc. by payment of 13,914,000 shares of that company's restricted stock. This
company is an innovative development company with the purpose of developing
and commercializing wireless communications equipment.
Any future decision with respect to dividends will depend on future
earnings, operations, capital requirements and availability, restriction in
future financing agreements, and other business and financial considerations.
As Of September 1, 2003, there were approximately 340 holders of record
of the Company's Common Stock. The Board of Directors believes the number of
beneficial owners is significantly greater than the number of record holders.
Principal depositories in Canada and the United States hold a large portion of
the Company's outstanding shares of Common Stock for the benefit of individual
investors. As of September 1, 2003, CDS & Company held 25,464,426 shares of
the Company's Common Stock for an undeterminable number of shareholders. At
September 1, 2003, depositories in Canada held 20,416,557 shares of the
Company's Common Stock for an undeterminable number of shareholders.
10
ITEM 6 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following selected financial data should be read in conjunction with
the more detailed financial statements, related notes and other financial
information included herein.
As of and for the
Years Ended June 30,
----------------------------------
2003 2002
----------------------------------
Operating Data:
Freight Revenue $ - $ 6,503
Auto Parts Distribution Fees - 12,417
Royalties - 10,000
Cost of Revenues - (5,356)
Operating and Other Expenses 763,564 (1,303,194)
----------- -----------
Net Loss $ (763,564) $(1,279,630)
=========== ===========
Balance Sheet Data:
Current Assets $ 1,063 $ 38,958
Total Assets 1,607 274,029
Current Liabilities 891,149 697,337
Total Liabilities 1,128,149 934,337
Working Capital Deficiency (890,086) (658,379)
Stockholders'(Deficiency) $(1,126,542) $ (660,308)
The Company has not declared any Common Stock cash dividends.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Company's discussion and analysis of its financial condition and
results of operations are based upon its consolidated financial statements,
prepared in accordance with accounting principles generally accepted in the
United States of America. In the preparation of these consolidated financial
statements, management is required to make estimates and judgments that affect
the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent liabilities. Management evaluates its
estimates, including those that relate to bad debts, revenue recognition and
litigation, as they relate to trends, events and uncertainties that would have
a material impact on the reported financial information. Management bases its
estimates on historical experience and on various other assumptions believed
to be reasonable under the circumstances. The results of these estimates and
assumptions form the basis for making judgments about the values of assets and
liabilities not apparent from other sources. Actual results may differ from
these estimates under different assumptions and conditions. If actual results
significantly differ from management's estimates, the Company's financial
condition and results of operations could be materially impaired.
The Company believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of its
11
consolidated financial statements. The Company derives revenues primarily
from license fees paid for Manufacturing and Distribution factories to produce
the WorldStar vehicle, royalties and parts distribution fees. Because the
business of the Company is to partner with licensees in the developing
nations, and because the laws regarding monetary distributions and the
expatriation of funds from these countries may vary, the ease of collection of
monies owed can differ significantly from businesses that operate on a
domestic basis.
The Company has generated revenues through sales of licenses, selling or
arranging for the sale of auto parts to licensees, freight charges and
royalties from license agreements. The Company does not recognize revenue for
license fees until the Company has fulfilled the obligations set forth under
the terms of the License Agreement. Therefore, until the Company's work is
completed and the licensee is producing vehicles, any license fees deposited
with the Company are recorded as Deferred License Fees and carried as a
liability. It is determined that until the obligations are met, the Company
has not earned the fees as income.
The Company did not record any license fees in 2003 or 2002. The Company
recognizes royalty revenue based upon the production and/or sale of vehicles
when earned. The royalty revenue calculation is based on production reports
from the licensees. Verification of the actual production level of the
licensee can only be done by traveling to the factory location. Because the
Company partners with licensees in developing nations, the travel expenses
associated with this verification are more extensive than for a company doing
business domestically.
Revenue for parts distribution fees are recognized either upon the
shipment of auto parts, or upon production of the vehicles, according to the
terms of the specific license agreements. Parts distribution fees tied into
the production of vehicles requires extensive travel in order for the Company
to insure accuracy of reporting and collection of the fees. The Company does
not currently have the resources to make extensive checks related to royalties
and distribution fees.
The Company provides for an allowance for doubtful accounts based on
historical experience and the aging of the receivable.
In assessing the recoverability of the Company's long-lived assets, the
Company must make estimates of expected future cash flows and other factors to
determine the fair market value of the respective assets. If these estimates
and their related assumptions change in the future, the Company may be
required to record impairment charges. The greatest portion of the Company's
long-lived assets relate specifically to the master molds, jigs, equipment and
demo vehicles specifically designed, developed and produced for the WorldStar
vehicle and micro-manufacturing process. While these assets are utilized by
the Company and could be utilized by any of the Company's licensees, the
market for resale of these assets would be very narrow.
The Company has continued to make improvements to the WorldStar vehicle
and micro-manufacturing factory. As changes occur that restrict these assets
from being utilized in the production of factories, or as it is determined
that the master molds and jigs cannot be modified for use in future
12
production, the Company will record an impairment charge against these assets
or write-off the assets as obsolete. During the year ended June 30, 2003, the
Company recognized a loss of $78,133.
RECENT ACCOUNTING PRONOUNCEMENTS:
During April 2002, the FASB issued Statement No. 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections." This statement rescinds FASB Statement No. 4,
"Reporting Gains and Losses from Extinguishments of Debt," and an amendment of
that Statement, FASB Statement No. 64, "Extinguishments of Debt Made to
Satisfy Sinking-Fund Requirements," and FASB Statement No. 44, "Accounting for
Intangible Assets of Motor Carriers." This Statement amends FASB Statement No.
13, "Accounting for Leases," to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects that are
similar to sale-leaseback transactions. The Company does not expect the
adoption of FASB No. 145 to have a material impact on the Company's financial
position or results of operations.
In July 2002, the FASB issued SFAS No. 146 "Accounting for Exit or
Disposal Activities." The provisions of this statement are effective for
disposal activities initiated after December 31, 2002, with early application
encouraged. The Company does not expect the adoption of FASB No. 146 to have a
material impact on the Company's financial position or results of operations.
In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72 and 144
and FASB Interpretation No. 9", which removes acquisitions of financial
institutions from the scope of both Statement 72 and Interpretation 9 and
requires that those transactions be accounted for in accordance with
Statements No. 141, Business Combinations, and No. 142, Goodwill and Other
Intangible Assets. In addition, this Statement amends SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets, to include in
its scope long-term customer-relationship intangible assets of financial
institutions such as depositor- and borrower-relationship intangible assets
and credit cardholder intangible assets. The requirements relating to
acquisitions of financial institutions is effective for acquisitions for which
the date of acquisition is on or after October 1, 2002. The provisions related
to accounting for the impairment or disposal of certain long-term customer-
relationship intangible assets are effective on October 1, 2002. The adoption
of this Statement did not have a material impact to the Company's financial
position or results of operations as the Company has not engaged in either of
these activities.
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure", which amends FASB
Statement No. 123, Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the fair value
based method of accounting for stock-based employee compensation. In addition,
this Statement amends the disclosure requirements of Statement 123 to require
prominent disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation and the effect
of the method used on reported results. The transition guidance and annual
13
disclosure provisions of Statement 148 are effective for fiscal years ending
after December 15, 2002, with earlier application permitted in certain
circumstances. The interim disclosure provisions are effective for financial
reports containing financial statements for interim periods beginning after
December 15, 2002. The adoption of this statement did not have a material
impact on the Company's financial position or results of operations as the
Company has not elected to change to the fair value based method of accounting
for stock-based employee compensation since.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which
one company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation
requirements apply to older entities in the first fiscal year or interim
period beginning after June 15, 2003. Certain of the disclosure requirements
apply in all financial statements issued after January 31, 2003, regardless of
when the variable interest entity was established. The Company does not expect
the adoption to have a material impact to the Company's financial position or
results of operations.
During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133
on Derivative Instruments and Hedging Activities", effective for contracts
entered into or modified after June 30, 2003, except as stated below and for
hedging relationships designated after June 30, 2003. In addition, except as
stated below, all provisions of this Statement should be applied
prospectively. The provisions of this Statement that relate to Statement 133
Implementation Issues that have been effective for fiscal quarters that began
prior to June 15, 2003, should continue to be applied in accordance with their
respective effective dates. In addition, paragraphs 7(a) and 23(a), which
relate to forward purchases or sales of when-issued securities or other
securities that do not yet exist, should be applied to both existing contracts
and new contracts entered into after June 30, 2003. The Company does not
participate in such transactions, however, is evaluating the effect of this
new pronouncement, if any, and will adopt FASB 149 within the prescribed time.
During May 2003, the FASB issued SFAS 150 - "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity",
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. This Statement establishes standards for how an
issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a freestanding financial instrument that is within its scope as a
liability (or an asset in some circumstances). Many of those instruments were
previously classified as equity. Some of the provisions of this Statement are
consistent with the current definition of liabilities in FASB Concepts
Statement No. 6, Elements of Financial Statements. The Company is evaluating
the effect of this new pronouncement and will adopt FASB 150 within the
prescribed time. 14
RESULTS OF OPERATIONS
As shown in the table above, the Company's revenues totaled $0 for the
year ended June 30, 2003 compared to $28,920 for the year ended June 30, 2002.
The Company did not record any license fees in the year ended June 30, 2003 or
2002. Revenues stagnated in part as the Company focused efforts on downsizing
operations, reducing overhead and gearing up the marketing program to find
suitable licensees.
The Company had a net loss of $763,564 for the year ended June 30, 2003
compared to the Company's net loss for the year ended June 30, 2002 of
$1,279,630. The decrease in net loss for 2003 was primarily due to efforts on
the part of the Company to reduce expenses and reduction in the number of
employees and consultants working for the Company.
Operating expenses and other income/expenses for the year ended June 30,
2003 were $763,564 compared to $1,303,194 for the year ended June 30, 2002.
The decreases in operating expenses and other income/expenses in 2003 were
primarily due to a reduction in operating expenses especially related to
payroll, consulting expense, rent, legal fees, commissions, depreciation,
travel and legal settlements.
During the fiscal year ended June 30, 2003, certain legal settlements
(See ITEM 3 LEGAL PROCEEDINGS above for details) created additional expenses
for the Company. In October 2001, failure to pay the initial settlement
payment in the Carlos Cano case caused the total settlement amount to increase
from $50,000 to $150,000, plus interest. In December 2001, the Award in the
matter of Thomas Bowers vs. World Transport Authority, Inc. ruled that the
Company pay to Bowers the sum of $103,374, which included compensation,
interest, and legal fees. The compensation expense was previously accrued,
however additional interest and legal expenses were incurred. In April 2002,
the Company received notification that an award was issued in the Powers
matter. The Company previously accrued liabilities of $58,580 as estimated
costs in this case, based on review of preliminary award information received
by the Company. In July 2003 further notification regarding the case
increased the settlement amount to $128,840. In fiscal year ended June 30,
2003 the Company has accrued an additional $70,260 for this settlement. In
October 2001, the Company relocated the California office in an effort to
reduce expenses. As a result, the former landlord filed a judgment for
amounts due under the lease for the previous office space. The total judgment
equals $9,819, which is substantially less than the expense the Company would
have incurred to continue occupancy of that former office space. The Company
intends to negotiate payment schedules and settle these liabilities as soon as
cash flow from license sales permits.
During the fiscal year ended June 30, 2003, the Company worked with the
United States Department of Commerce to find strategic partners in the
emerging markets for the development of the WorldStar project. By utilizing
the partnership search service, in each developing nation, the Embassy office
uses its worldwide network and extensive contacts in the target market to send
out invitations to potential partners for WTA. The Company's focus has been
mainly in Southeast Asia, specifically in Vietnam, Malaysia and Indonesia.
Commercial Services identified potential licensees in several of these
countries, with companies that are currently in the auto manufacturing or
assembling industry. Several of these groups displayed strong interest in the
15
project and traveled to the Philippines to view the manufacturing facility
located on the former Clark Air Force Base. As of the year ended June 30,
2003, no license agreements have been signed.
The Company and CBN have continued to work together to fine tune the
WorldStar vehicle. CBN negotiated the transfer of the WorldStar Master
License in the Philippines to the Cooperative Union of the Philippines
("CUP"), with an agreement reached in November 2002. During this same time
period, however, there were on-going discussions with a commercial automotive
company in the Philippines stalled the transfer to CUP. As of the year ended
June 30, 2003 CBN maintains the Master License for the Philippines.
The Company continues to explore new avenues for the Economic Development
License program for the WorldStar vehicle. The Company believes this is a
viable program to provide additional benefits in many developing nations by
combining the production of the WorldStar vehicle with an incubator program
designed to train candidates to operate transportation businesses.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficiency at June 30, 2003 was $890,086 as
compared to a working capital deficiency of $658,379 at June 30, 2002. Net
cash used in operating activities totaled $156,909 for the year ended June 30,
2003 compared to $211,131 for the year ended June 30, 2002.
During the year ended June 30, 2003, the Company funded its operating
losses with advances from a related party, by selling shares of its common
stock to various investors and issuing common stock for services. The issuing
of shares of stock for services reduces the out going cash flow, however it
dilutes previous shareholders.
The Company does not have any available credit, bank financing or other
external sources of liquidity. Due to its historical operating losses, the
Company's operations have not been a source of liquidity. In order to obtain
capital and be able to continue as a going concern, the Company may need to
sell additional shares of its common stock or borrow funds from private
lenders and/or related parties. The Company additionally has had discussions
with venture capital groups as sources of financing.
Management believes that the effort to reduce expenses for the Company
limits the requirement for external sources of liquidity. In the fiscal year-
ended June 30, 2003 the Company continues to explore funding sources for both
commercial licensees and the economic development potential licensees of the
Company. Funding for the licensees to purchase factories and vehicle
components translates into license fees and royalty revenue for the Company.
However, management cannot provide any assurance that the Company will be
able to reduce its requirements for or obtain additional external capital. If
the Company is unable to raise sufficient additional capital, it may be
required to liquidate assets or take actions, which may not be favorable to
the Company, in order to continue operations.
16
ITEM 7 FINANCIAL STATEMENTS
The financial statements required by this report are set forth in the
index on page F-1.
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On February 24, 2003, J.H. Cohn LLP resigned as the Company's independent
accountants. The reports of J.H. Cohn LLP on the Company's financial
statements for fiscal years ended June 30, 2001 and 2002, respectively,
contained no adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles. However,
these reports did contain an explanatory paragraph discussing matters that
raised substantial doubt as to the Company's ability to continue as a going
concern. During the Company's two most recent fiscal years and through
February 24, 2003 there have been no disagreements with J.H. Cohn LLP on any
matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of J.H. Cohn LLP would have caused them to make reference thereto
in their report on financial statements for such years.
The Company has engaged Stonefield Josephson, Inc. as its new independent
public accountants as of May 5, 2003. During the two most recent fiscal years
and through May 5, 2003, the Company has not consulted with Stonefield
Josephson, Inc. regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral advice was
provided that Stonefield Josephson, Inc. concluded was an important factor
considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii) any matter that was the subject
of a disagreement, as the term is defined in Item 304(a)(1)(iv) of Regulation
S-B and the related instructions to Item 304 of Regulation S-B.
PART III
ITEM 9 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Board Of Directors
The following table sets forth certain information concerning each member
of the Company's Board of Directors as of June 30, 2003.
Directors:
--------------------- ---------- --------------- -----------------
Name Age Date Elected Position
--------------------- ---------- --------------- -----------------
William Kennedy 63 08/22/03 Chairman
07/22/03 CEO
06/23/03 Director
Lyle Wardrop 62 09/27/99 President,
03/19/96 Director
17
John Tidy 56 06/01/00 V.P. Operations
11/15/02 Director
George Bates 48 06/23/03 Treasurer
Director
Roger Brown 64 06/02/03 V.P. Investor
Relations, Director
David Yue 51 06/01/00 Director
Todd Fowler 28 07/07/03 Secretary
Director
Mr. William C. Kennedy was approved to serve on the Board of Directors on
June 23, 2003, and accepted that position on June 24, 2003. Mr. Kennedy
additionally was appointed to act as the interim Chief Executive Officer for
the Company on July 22, 2003, and was elected Chairman of the Board effective
August 22, following the resignation of Mr. Brown. Mr. Kennedy has had a
diverse career as a 36 year veteran teacher, junior high school coach for
football, wrestling, basketball, softball and track, and experienced in
business development and as a consultant. Mr. Kennedy has owned and operated
several companies, including Ben's Broasted Chicken, Olson Peek Technologies
(wind damper/telecommunications), and Kennedy Coffee Roasting Company. He
served as Chairman of the Board for Kennedy Coffee Roasting Company in 2002,
developing coffee products for wholesale/retail.
Lyle Wardrop began his term as President and CEO of the Company on
September 27, 1999. Lyle Wardrop continues to serve as the President and
Director for WTA. Mr. Wardrop has served as a director of the Company since
March 1996. On September 27, 1999, Mr. Wardrop was named Chief Executive
Officer and President of the Company. Since 1963, Mr. Wardrop, a resident of
British Columbia, Canada has been involved in the automotive market as
President of Golden Mile Motors and United Auto Brokers. He is also actively
involved in the Automotive Retailers Association of British Columbia, which
represents the automotive retail sector in dealing with government and private
agencies. Additionally, Mr. Wardrop has served as a director for Marnor
Holdings, a flat deck freight company, for three years.
John Tidy became Vice President of Operations at WTA in June 2000. He
brings to his position at WTA almost 30 years of worldwide fiberglass and
composite material manufacturing experience. Mr. Tidy's experience is unique
and global, and includes large building contracts to design, manufacture and
install modular airport furniture in numerous international airports. Mr.
Tidy's experience with fiberglass and composite materials began during his
years as Production Director at Toggle Mouldings in England from 1973 through
1986. While at Toggle, a major project was to design new post boxes for the
Post Office, which led to winning the UK Design Award. Mr. Tidy designed,
built and installed FX rooms all over the world for clients ranging from
Merrill Lynch, to Tullet-Tokyo, to Rothchilds, and Banque du Paris. In 1986,
John became Chief Executive Officer for BFG International Ltd. in Bahrain. BFG
constructed the Grand Mosque Dome, which was 27 meters in diameter, making it
18
the largest FRP dome in the world. Mr. Tidy was responsible for opening
fiberglass factories in India, Pakistan and Saudi Arabia, and training the
workers to use the resin transfer molding (RTM) process. From 1992 through
1999, Mr. Tidy became President and Owner of Matrix Export Corporation in BEPZ
Bataan, Philippines. This production facility employed approximately 400
workers in mould manufacturing and maintenance and production of gelcoat and
non-gelcoat products. The company supplied various products to the Japanese
market, including modular toilets, showers, car components, truck spoilers and
motorcycle fairings for clients such as Matsushita (JVC), Kawasaki, Kuboto
Tractors, Honda and Bridgestone racing car seats. In addition to operation of
the Matrix Export Corporation, John provided technical consulting to Alna, a
Japanese company, in association with their Managing Director, Ryo Yaguchii.
The goal of Alna was to make a lightweight vehicle to be powered by solar
panels. John's design and construction expertise in fiberglass construction
was instrumental in developing this vehicle.
Mr. George Bates was approved to serve on the Board of Directors on June
23, 2003, and accepted that position on June 24, 2003. Mr. Bates additionally
was appointed to act as Treasurer for the Company. Mr. Bates served in the
United States Navy/Marine Corps as a Naval Representative and Liaison Officer.
His service included five years of active duty, and 17 years in the Naval
Reserves, from which he is now retired. Since 1988, Mr. Bates has worked for
the State of California Employment Development Department and Consultant for
DFEH. He appears in court settings with Insurance Company Attorney(s) and
representatives to negotiate, recommend or litigate Workers Compensation
Liens. In 1994, Mr. Bates was Leader of the Appeals Task force for
Legislative Change.
Roger S. Brown was approved to serve on the Board of Directors on May 27,
2003 and accepted that position on June 2, 2003. Mr. Brown was elected
Chairman of the Board effective July 22, 2003, and resigned as Chairman for
health reasons on August 20, 2003. Mr. Brown additionally was appointed to
act as Vice President of Investor Relations, but resigned from that position
as of September 6, 2003, for health reasons. Mr. Brown remains on the Board
as Director. Mr. Brown worked for many years as an Environmental Health
Specialist for the San Diego Health Department, and concurrently had a career
as a teacher in the Grossmont Union High School District. Mr. Brown also held
a General Construction License in the State of California and was actively
involved in home construction.
Mr. Todd Fowler was approved to serve on the Board of Directors on July
7, 2003, and accepted that position on July 8, 2003. Mr. Fowler additionally
was appointed to act as Secretary for the Company. Mr. Fowler is a pilot in
the U.S. Marine Corps.
David Yue is an international businessman who was born and educated in
Hong Kong, China. Mr. Yue brings to WTA a wealth of successful business
experience in both the private and public sectors. His experience includes
the successful start-up and financing of several private companies, that went
on to become public and now trade on either the Toronto or Nasdaq stock
exchanges. Mr. Yue was a director of British Columbia Hydro International
Ltd, the 100% owned subsidiary of BC Hydro Ltd, which is one of the largest
power generating companies in Canada. This wholly-owned subsidiary is the
vehicle in which BC Hydro develops and finances its international operations.
Through this directorship, Mr. Yue advised and helped guide the company with
19
particular emphasis on the Chinese and Asian marketplace regarding power
generation. Mr. Yue has additionally advised the Nanhai Transportation Bureau
in China regarding the building and operation of toll roads in southern China.
Currently, Mr. Yue is a director of Huading Financial Network Inc, a public
company with extensive Chinese and Asian financial market dealings. Mr. Yue
is also working on numerous other infrastructure projects and real estate
projects in Beijing, China.
Ms. Kristen Bergman was approved to serve on the Board of Directors on
July 2, 2003. Ms. Bergman was elected Secretary to the Board on July 22, but
resigned from her position as Director and Secretary of the Board on August
19, 2003, for lack of time.
ITEM 10 EXECUTIVE COMPENSATION
Summary Compensation Table:
Name & Restricted Options LTIP
Principal Salary Bonus Other Annual Stock SARs
position Year $ $ compensation Awards (#)
--------- ------ -------- ------ ------------ ------ ------- ----
William Kennedy 2003 0 0 0 0 0 0
Chairman, CEO
Director
Lyle Wardrop 2002 0 0 0 10,000(1) 0 0
President 2003 $12,000(2) 0 0 12,500(3) 0 0
Director
John Tidy 2002 $48,000 80,000(4) 0 0
V. P. of 2003 $48,000(5) 0 0 18,500(6) 0 0
Operations
Director
George Bates 2003 0 0 0 0 0 0
Treasurer,
Director
Roger Brown 2003 0 0 0 0 0 0
V.P. Investor
Relations,
Director
Todd Fowler 2003 0 0 0 0 0 0
Secretary
Director
David Yue 2002 0 0 0 10,000(1) 0 0
Director 2003 0 0 0 0 0 0
Notes:
(1) 250,000 shares of common stock were issued at $.04 per share.
(2) As of year end June 30, 2003, the Company has not yet paid this salary,
and has accrued this amount as an outstanding liability.
20
(3) 250,000 shares of common stock were issued at $.05 per share.
(4) A bonus of $80,000 was approved and accrued prior to year end June
30,2003, and paid by issuing 1,000,000 shares of common stock. Stock
was issued in fiscal year ended June 30, 2003.
(5) As of year end June 30, 2003, the Company has not yet paid $64,720 of
the total salary, and has accrued this amount as an outstanding
liability.
(6) 270,000 shares of common stock were issued at $.05 per share. 500,000
shares of common stock were issued at $.01 per share.
The Directors and Principal Officers have worked with minimum
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation.
The Company has written employment agreements with Lyle Wardrop,
President and John F. Tidy, Vice President of Operations.
There are no annuity, pension or retirement benefits proposed to be paid
to officers, directors or employees of the Corporation in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the Corporation or any of its subsidiaries.
ITEM 11 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of the
Company's voting securities, by Officers, Directors and major stockholders as
well as those who own beneficially more than five percent of the Company's
common stock as of September 30, 2003:
Title of Number of Shares Percent
Class Name and Address Nature of owner Owned
----------- --------------------------------- ---------------- ------
Common William Kennedy 0 .00%
Common Lyle Wardrop 900,000 1.16%
Langley BC, V3A 3R5
Common John Tidy 2,500,000 3.22%
Pampanga, Philippines
Common Roger Brown 1,200,000 1.55%
Santee, CA
Common George Bates 1,500 0.01%
Los Angeles, CA
Common Todd Fowler 329,090 0.41%
Oak Harbor, WA
Common David Yue 250,000 .32%
Vancouver, BC
--------- ------
Officers and Directors as a Group (7 persons) 5,180,590 6.67%
========= ======
21
Notes:
The 10-KSB report for year ended June 30, 2002 listed Doug and Ming
Norman as principal shareholder of the Company. Effective for the year ended
June 30, 2003, Doug Norman is no longer a major shareholder based on the
number of shares currently held in his name, and the number of outstanding
shares of common stock that have been issued by the Company.
The Company is currently not aware of any shareholder holding more than a
five percent interest in the Company.
ITEM 12 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2002, a stockholder advanced $25,208 to the Company, which was
unsecured, non-interest bearing, and due on demand. The Company repaid $5,000
of funds advanced to the shareholder. The Company had an outstanding
loan to the stockholder of $29,862 at June 30, 2002.
During 2003, the same stockholder advanced $54,570 to the Company, which
was unsecured, non-interest bearing, and due on demand. No payment of this
debt was made by the Company during the fiscal year ended June 30, 2003. The
Company had an outstanding loan to the stockholder of $84,432 at June 30,
2003.
Subsequent to fiscal year ended June 30, 2003 officers and directors of
the Company loaned funds to the Company to be used for miscellaneous office
expenses, legal fees, accounting fees and audit expenses. Amounts loaned to
the Company included $2,525 in August 2003 and an additional amount of $43,550
in October 2003. Repayment for the $43,550 funds loaned will be through
issuance of 3,282,681 shares of 144 restricted common stock in the Company,
yet to be issued. On August 11, 2003, the Company entered into a contract for
legal services to oversee and review the SEC compliance requirements of the
Company.
ITEM 13 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
SIGNATURES
Pursuant to the requirements of Section 13 and 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by undersigned, thereunto duly authorized.
World Transport Authority, Inc.
Dated: November 5, 2003 /s/ LYLE A. WARDROP
------------------------------
Lyle A. Wardrop,
President
22
CERTIFICATION
I, Lyle Wardrop, the Chief Accounting Officer of World Transport
Authority, Inc. certify that:
1. I have reviewed this year-end report on Form 10-KSB of World Transport
Authority, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the small business issuer as of, and for, the periods presented in
this report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
my supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles.
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial
reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
23
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: November 5, 2003 By: /s/ Lyle Wardrop
-----------------------
Lyle Wardrop
President
Chief Accounting Officer
CERTIFICATION
I, William Kennedy, the Chief Executive Officer of World Transport Authority,
Inc. certify that:
1. I have reviewed this year-end report on Form 10-KSB of World Transport
Authority, Inc.
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for
the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
small business issuer, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during
the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
my supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
24
statements for external purposes in accordance with generally
accepted accounting principles.
(c) Evaluated the effectiveness of the small business issuer's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as
of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect,
the small business issuer's internal control over financial
reporting; and
5. The small business issuer's other certifying officer and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the
audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's
ability to record, process, summarize and report financial
information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer's
internal control over financial reporting.
Dated: November 5, 2003 By: /s/ William Kennedy
-----------------------
William Kennedy
Chief Executive Officer
25
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
[ATTACHMENT TO ITEM 7]
PAGE
------
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-1/2
CONSOLIDATED BALANCE SHEET - JUNE 30, 2003 F-3
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2003 AND 2002 F-4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED JUNE 30, 2003 AND 2002 F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2003 AND 2002 F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS F-7/15
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders
World Transport Authority, Inc.
El Cajon, California
We have audited the accompanying consolidated balance sheet of World Transport
Authority, Inc. and Subsidiaries as of June 30, 2003, and the related
consolidated statements of operations, stockholder' deficiency, and cash flows
for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of 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
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of World Transport Authority, Inc. and Subsidiaries as of June 30, 2003 and
the consolidated results of its operations and its cash flows for the year
then ended, in conformity with accounting principles generally accepted in the
United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the accompanying consolidated financial statements, the Company has not
generated any revenue from its operations, incurred a net loss, sustained
negative cash flows from operating activities during the year ended June 30,
2003 and has a working capital deficit as of June 30, 2003. Management's
plans in regard to these matters are also discussed in Note 2. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Stonefield Josephson, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Santa Monica, California
October 10, 2003
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders
World Transport Authority, Inc.
We have audited the accompanying consolidated statements of operations,
stockholders' equity (deficiency) and cash flows of WORLD TRANSPORT AUTHORITY,
INC. AND SUBSIDIARIES for the year ended June 30, 2002. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of 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
audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the results of operations and cash
flows of World Transport Authority, Inc. and Subsidiaries for the year ended
June 30, 2002, in conformity with accounting principles generally accepted in
the United States of America.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to
the consolidated financial statements, the Company has not generated any
sustained revenues from its operations and, as a result, it has had recurring
losses, negative cash flows from operating activities and working capital
deficiencies. These matters raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/J.H. Cohn LLP
San Diego, California
September 24, 2002
F-2
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
JUNE 30, 2003
ASSETS
Current assets:
Cash and cash equivalents $ 863
Accounts receivable, net of allowance
for doubtful accounts of $109,733 -
Prepaid expenses and other current assets 200
------------
Total current assets 1,063
Other assets 544
------------
$ 1,607
============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Accounts payable $ 334,684
Accrued expenses 51,229
Due to stockholder 84,432
Due to officers/directors 3,500
Settlement obligations 417,304
------------
Total current liabilities 891,149
Deferred license fees 237,000
------------
Total liabilities 1,128,149
------------
Commitments and contingencies (See Note 5) -
Stockholders' deficiency:
Common stock - unlimited shares authorized,
no par value; 81,965,833 shares
issued and outstanding 12,992,349
Accumulated deficit (14,118,891)
------------
Total stockholders' deficiency (1,126,542)
------------
$ 1,607
============
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
------------ ------------
Revenues:
Auto parts distribution fees $ - $ 12,417
Freight revenue - 6,503
Royalties - 10,000
------------ ------------
Total revenues - 28,920
Cost of revenues - 5,356
------------ ------------
Gross profit - 23,564
------------ ------------
Operating expenses:
Selling and general 511,414 952,890
Depreciation and amortization 154,644 254,995
Inventory write-off - 82,468
Loss (gain) on disposal of asset 78,113 (3,401)
------------ ------------
Total operating expenses 744,171 1,286,952
------------ ------------
Operating loss before other income
and interest expense (744,171) (1,263,388)
Other income (5,260) (16,248)
Interest expense 24,653 32,490
------------ ------------
Net loss $ (763,564) $ (1,279,630)
============ ============
Basic net loss per share $ (.01) $ (.02)
============ ============
Basic weighted average shares outstanding 75,361,959 68,119,827
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED JUNE 30, 2003 AND 2002
Common Stock Accumulated
Shares Amount Deficit Total
----------------------- ------------------------
Balance, July 1, 2001 64,647,276 $12,247,115 $(12,075,697) $ 171,418
Common stock sold for cash 4,012,997 192,275 192,275
Common stock issued
to pay for services 3,638,322 202,279 202,279
Common stock issued to pay
employee compensation 375,000 19,350 19,350
Common stock issued as a
charitable contribution 200,000 34,000 34,000
Net loss (1,279,630) (1,279,630)
---------- ---------- ----------- ----------
Balance at June 30, 2002 72,873,595 12,695,019 (13,355,327) (660,308)
Common stock sold for cash 2,997,238 102,080 102,080
Common stock issued
for services 4,075,000 84,250 84,250
Common stock issued to pay
employee compensation 2,020,000 111,000 111,000
Net loss (763,564) (763,564)
---------- ---------- ------------ ----------
Balance at June 30, 2003 81,965,833 $12,992,349 $(14,118,891)$(1,126,542)
========== ========== =========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED JUNE 30, 2003 AND 2002
2003 2002
----------- -----------
Operating activities:
Net loss $ (763,564) $(1,279,630)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 154,644 254,995
Loss (gain) on disposal of asset 78,113 (3,401)
Inventory write-off - 82,468
Provision for doubtful accounts 30,270 79,008
Common stock issued for services, bonuses,
compensation and charitable contributions 195,250 255,629
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (17,770) (28,265)
Prepaid expenses and other current assets 20,836 41,302
Note receivable 4,300 -
Other assets 1,770 29,865
Increase (decrease) in liabilities:
Accounts payable 9,118 180,085
Accrued expenses 33,364 (1,408)
Deferred license fees - 5,000
Due to officers/directors 3,500 -
Obligations under settlement agreements 93,260 173,221
---------- -----------
Net cash used in operating activities (156,909) (211,131)
---------- -----------
Investing activities - purchases of property and
equipment - -
Financing activities:
Advances from related party 54,570 25,208
Payments of advances from related party - (5,000)
Payments of capital lease obligation - (2,680)
Proceeds from sales of common stock 102,080 192,275
---------- ----------
Net cash provided by financing activities 156,650 209,803
---------- ----------
Net decrease in cash and cash equivalents (259) (1,328)
Cash and cash equivalents, beginning of year 1,122 2,450
---------- ----------
Cash and cash equivalents, end of year $ 863 $ 1,122
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 1 - Business and summary of significant accounting policies:
Business activities:
World Transport Authority, Inc. (the "Parent") was incorporated in the
Province of British Columbia pursuant to the Alberta Business
Corporations Act in January 1996 and was named Composite Automobile
Research, Ltd. until September 1, 2000. The Parent is a holding company
with two wholly-owned subsidiaries, World Transport Authority, Inc.
("WTA") and World Star Logistics, Inc. ("WSL") that were incorporated in
the State of Nevada on March 5, 1996 and May 15, 2000, respectively.
The Parent, WTA and WSL are referred to collectively herein as the
"Company".
WTA is in the business of designing vehicles and selling master licenses
to others for the production of vehicles in specific countries or
regions around the world. The master licensees are responsible for
selling, manufacturing and distribution licenses for individual factories
throughout their country or region and providing all support for each
factory. WSL, which commenced operations in May 2000, sells manufactured
vehicle components to established manufacturing and distribution
facilities. In addition, the Company may receive royalty payments based
on the production and/or sale of vehicles and from sales of licenses to
build and sell manufacturing plants.
Principles of consolidation:
The accompanying consolidated financial statements include the accounts
of the Parent, WTA and WSL. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Use of estimates:
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results may
differ from those estimates.
Cash and cash equivalents:
The Company considers all highly-liquid investments with an original
maturity of three months or less to be cash equivalents.
Inventories:
Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out ("FIFO") method.
Property and equipment:
Property and equipment are stated at cost and are depreciated over their
estimated useful lives of five years using the straight-line method.
Maintenance and repairs are charged to expense as incurred.
Leasehold improvements are amortized using the straight-line
method over the shorter of the estimated useful life of the
asset or the remaining term of the related lease.
F-7
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 1 - Business and summary of significant accounting policies (continued):
Advertising and marketing costs:
The Company expenses the cost of advertising and marketing as incurred.
Advertising and marketing costs charged to operations in 2003 and 2002
amounted to $94 and $600, respectively.
Income taxes:
The Company accounts for income taxes pursuant to the asset and liability
method. This method requires deferred income tax assets and liabilities
to be computed for temporary differences between the financial statement
and tax bases of assets and liabilities that will result in taxable or
deductible amounts in future periods, based on enacted laws and rates
applicable to the periods in which the temporary differences are expected
to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized. The income tax provision or credit is the tax payable or
refundable for the period, plus or minus the change during the period in
deferred tax assets and liabilities.
Revenue recognition:
There were no revenues in the fiscal year ended June 30, 2003. During
2002, the Company generated revenues through sales of licenses, selling
or arranging for the sale of auto parts to licensees, freight charges and
royalties from license agreements.
Generally, a manufacturing and distribution license holder is required to
pay its master license fee by remitting a specified percentage of each
manufacturing and distribution license fee to the Company. As a result
of the uncertainties related to the realization of such fees, revenues
from the sale of a master license are recognized when the Company
receives the specified percentage payment from the master license holder
upon the sale of a manufacturing and distribution license, and the
Company has provided substantially all of the factory components and
training sufficient to enable the licensee to begin vehicle production.
The Company did not record any license fees in 2003 or 2002.
The Company is responsible for arranging for the shipment of the vehicle
components by the manufacturers directly to the licensees for which it is
entitled to fees. Fees from the distribution of the vehicle components
are based on the terms of the underlying license agreements and are
recognized either upon the shipment of the components or upon the
production of the vehicle.
Amounts billed for shipping and handling are included in freight revenue
and handling costs are included in cost of revenues.
Royalty payments based on the production and/or sale of vehicles are
recognized when earned. Royalties were derived from the licensee in
Colombia in 2002.
F-8
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 1 - Business and summary of significant accounting policies (continued):
Deferred revenue consists of non-refundable customer deposits (with
allowable non-contractual future credits to customers), for which no
services have been performed and accordingly, no revenue was recognized.
Net loss per share:
Basic earnings (loss) per common share is calculated by dividing net
income or loss by the weighted average number of common shares
outstanding during each period. Diluted per share amounts have not been
presented in the accompanying consolidated statements of operations
because the Company did not have any potentially dilutive securities
outstanding during 2003 and 2002.
Reclassifications:
Certain amounts in the 2002 consolidated financial statements have
been reclassified to conform to 2003 presentations.
Impairment of long-lived assets:
Impairment losses on long-lived assets are recognized when events or
changes in circumstances indicate that the undiscounted cash flows
estimated to be generated by such assets are less than their carrying
value and, accordingly, all or a portion of such carrying value may not
be recoverable. Impairment losses are then measured by comparing the
fair value of assets to their carrying amounts. Impairment losses related
to property and equipment of $78,113 and $0 were recorded during the
years ended June 30, 2003 and 2002, respectively.
Recent Accounting Pronouncements:
During April 2002, the Financial Accounting Standards Board ("FASB")
issued Statement No. 145, "Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections." This
statement rescinds FASB Statement No. 4, "Reporting Gains and Losses from
Extinguishments of Debt," and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements," and FASB Statement No. 44, "Accounting for Intangible
Assets of Motor Carriers." This Statement amends FASB Statement No. 13,
"Accounting for Leases," to eliminate an inconsistency between the
required accounting for sale-leaseback transactions and the required
accounting for certain lease modifications that have economic effects
that are similar to sale-leaseback transactions. The Company reviewed
SFAS No. 145 on July 1, 2003 and its impact is not expected to be
material on the Company's financial position or results of operations.
In June 2002, the FASB issued Statement of Financial Accounting standards
("SFAS") No. 146 "Accounting for Exit or Disposal Activities." The
provisions of this statement are effective for disposal activities
initiated after December 31, 2002, with early application encouraged. The
Company does not expect the adoption of FASB No. 146 to have a material
impact on the Company's financial position or results of operations.
F-9
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 1 - Business and summary of significant accounting policies (continued):
In October 2002, the FASB issued Statement No. 147, "Acquisitions of
Certain Financial Institutions-an amendment of FASB Statements No. 72
and 144 and FASB Interpretation No. 9", which removes acquisitions of
financial institutions from the scope of both Statement No. 72 and
Interpretation No. 9 and requires that those transactions be accounted
for in accordance with Statements No. 141, Business Combinations, and
No. 142, Goodwill and Other Intangible Assets. In addition, this
Statement amends SFAS No. 144, Accounting for the Impairment or Disposal
of Long-Lived Assets, to include in its scope long-term customer-
relationship intangible assets of financial institutions such as
depositor- and borrower-relationship intangible assets and credit
cardholder intangible assets. The requirements relating to acquisitions
of financial institutions is effective for acquisitions for which the
date of acquisition is on or after October 1, 2002. The provisions
related to accounting for the impairment or disposal of certain long-term
customer-relationship intangible assets are effective on October 1, 2002.
The adoption of this Statement did not have a material impact to the
Company's financial position or results of operations as the Company has
not engaged in either of these activities.
In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure an amendment of FASB
Statement No. 148" provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-
based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the
method of accounting for stock-based employee compensation and the
effect of the method used on reported results. The transition guidance
and annual disclosure provisions of Statement No. 148 are effective for
fiscal years ending after December 15, 2002, with earlier application
permitted in certain circumstances. The interim disclosure provisions
are effective for financial reports containing financial statements for
interim periods beginning after December 15, 2002. The adoption of this
statement did not have a material impact on the Company's financial
position or results of operations as the Company has not elected to
change to the fair value based method of accounting for stock-based
employee compensation. During the year ended June 30, 2003, there were
no employee stock options issued or outstanding that would require
disclosure.
F-10
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 1 - Business and summary of significant accounting policies (concluded):
During April 2003, the FASB issued SFAS 149 - "Amendment of Statement 133
on Derivative Instruments and Hedging Activities", effective for
contracts entered into or modified after June 30, 2003, except as stated
below and for hedging relationships designated after June 30, 2003. In
addition, except as stated below, all provisions of this Statement
should be applied prospectively. The provisions of this Statement that
relate to Statement 133 Implementation Issues that have been effective
for fiscal quarters that began prior to June 15, 2003, should continue
to be applied in accordance with their respective effective dates. In
addition, paragraphs 7(a) and 23(a), which relate to forward purchases
or sales of when-issued securities or other securities that do not yet
exist, should be applied to both existing contracts and new contracts
entered into after June 30, 2003. The Company does not participate in
such transactions, however, is evaluating the effect of the new
pronouncement, if any, and will adopt FASB 149 within the prescribed
time.
During May 2003, the FASB issued SFAS 150 - "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and
Equity", effective for financial instruments entered into or modified
after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a freestanding financial
instrument that is within its scope as a liability (or an asset in some
circumstances). Many of those instruments were previously classified as
equity. Some of the provisions of this Statement are consistent with the
current definition of liabilities in FASB Concepts Statement No. 6,
Elements of Financial Statements. The Company is evaluating the
effect of the new pronouncement and will adopt FASB 150 within the
prescribed time.
In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by
which one company includes another entity in its consolidated financial
statements. Previously, the criteria were based on control through
voting interest. Interpretation 46 requires a variable interest entity
to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both.
A company that consolidates a variable interest entity is called the
primary beneficiary of that entity. The consolidation requirements of
Interpretation 46 apply immediately to variable interest entities created
after January 31, 2003. The consolidation requirements apply to older
entities in the first fiscal year or interim period beginning after June
15, 2003. Certain of the disclosure requirements apply in all financial
statements issued after January 31, 2003, regardless of when the variable
interest entity was established. The Company does not expect the adoption
to have a material impact to the Company's financial position or results
of operations.
F-11
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEAR ENDED JUNE 30, 2003 AND 2002
Note 2 - Going Concern:
As shown in the accompanying consolidated financial statements, the
Company had net losses of $763,564 and $1,279,630 and net cash used in
operating activities of $156,909 and $211,131 in 2003 and 2002,
respectively and has a working capital deficit of $890,086 as of June 30,
2003. Management cannot determine whether the Company will become
profitable and whether operating activities will begin to generate cash.
If operating activities continue to use substantial amounts of cash, the
Company will need additional financing. These matters raise substantial
doubt about the ability of the Company to continue as a going concern.
Historically, the Company has funded its operations through sales of
common stock to private investors and borrowings from a stockholder.
Management plans to obtain the funds needed to enable the Company to
continue as a going concern through the private sales of common stock and
sales of master licenses and manufacturing and distribution licenses.
However, management cannot provide assurance that the Company will be
successful in consummating private sales of common stock or generating
sufficient sales of master and manufacturing and distribution licenses.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern which contemplates
continuity of operations, realization of assets and satisfaction of
liabilities in the ordinary course of business. If the Company is unable
to raise additional capital or generate sales of licenses it may be
required to liquidate assets or take actions which may not be favorable
to the Company in order to continue operations. The accompanying
consolidated financial statements do not include any adjustments related
to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company
be unable to continue its operations as a going concern.
Note 3 - Credit risk:
The Company maintains all of its cash balances in two financial
institutions. At times, these balances exceed the Federal Deposit
Insurance Corporation limitation for coverage of $100,000 thereby
exposing the Company to credit risk. Exposure to credit risk is reduced
by placing such deposits with major financial institutions and monitoring
their credit ratings. The Company has not experienced any such losses.
Note 4 - Property and equipment, net:
During the year ended June 30, 2003 and 2002, depreciation and
amortization expense amounted to $154,644 and $254,995, respectively. In
addition, the Company recognized an impairment loss of $78,113 during the
year ended June 30, 2003.
F-12
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 5 Settlement Obligations and Contingencies:
The Company incurred charges to selling and general expenses of
approximately $200,000 during 2002 as a result of court imposed
settlements of claims brought against the Company for salaries, bonuses
and workers' compensation. Obligations payable as a result of these
settlements and disputes and those in prior periods totaled $324,044 at
June 30, 2002, including an obligation to pay $150,000 that bears
interest at 10% per annum and an obligation to pay $103,374 at that date,
that is subject to a lien against substantially all of the Company's
assets. During the year ended June 30, 2003, the Company recognized
interest expense in the amount of $15,000 in conjunction with the
$150,000 award. All interest has been accrued through June 30, 2003.
Another prior production employee of the Company filed suit against the
Company and its insurance provider for a worker's compensation claim.
The employee contends he was injured on the job and is owed monies for
his medical and related injury costs. In official court notification
received in July 2003, the court ruled against the Company and the
insurance provider. The Company is liable for approximately $128,394,
all of which has been accrued as of June 30, 2003.
Note 6 - Lease commitments:
The Company leases its office facilities on a month-to-month basis. Rent
expense was $12,248 in 2003 and $44,468 in 2002.
Note 7 - Equipment lease:
The Company leases automobile equipment and tools to the licensee of the
manufacturing and distribution facility in the Philippines. The lease
term is through March 2005, and requires monthly installments of $1,750
due at the inception of the month. Due to the uncertainty associated
with collectability of monthly payments, the Company has established a
reserve against any current and future amounts due under the lease
agreement. For the fiscal year ended June 30, 2003 the Company received
no payments under this lease and accordingly, no revenue was recognized.
Future minimum rental payments to be received under the lease in years
subsequent to June 30, 2003 approximate as follows:
Year Ending
June 30, Amount
2004 $21,000
2005 15,800
--------
Total $36,800
========
F-13
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 8 - Income taxes:
As of June 30, 2003, the Company had deferred tax asset arising primarily
from net operating loss carryforwards for federal and state income tax
purposes of approximately $4,600,000 and $885,000 which expire at various
dates through 2022 and 2008, respectively. There were no other
significant temporary differences as of June 30, 2003, except for an
allowance for doubtful accounts of $109,733 and accrued settlement
obligations of $417,304. Due to the uncertainties related to, among other
things, the extent and timing of its future taxable income, the Company
has offset the deferred tax assets attributable to the potential benefits
of by an equivalent valuation allowance at June 30, 2003. As a result of
the increase in the valuation allowance of $300,000 and $400,000 during
2003 and 2002 for federal purposes and increase in the valuation
allowance of $65,000 and $90,000 during 2003 and 2002 for state purposes,
respectively, no benefit/expense for income taxes is included in the
accompanying consolidated statements of operations.
Note 9 - Related party transactions and balances:
A stockholder made non-interest bearing advances to the Company of
$54,570 and $25,208 during 2003 and 2002, respectively. During 2003 and
2002, the Company made no repayments of the advances made by the
stockholder.
The Company had a payable to a stockholder of $84,432 and $29,862 at
June 30, 2003 and 2002, respectively. The amounts are unsecured, non-
interest bearing and due on demand.
Note 10 - Common stock:
During the year ended June 30, 2003, the Company sold or completed the
sale of 2,997,238 shares of common stock at prices ranging from $.01 to
$.07 per share to private investors and received proceeds of $102,080.
During the year ended June 30, 2003, the Company issued 4,075,000 shares
of common stock at times when the market prices ranged from $.01 to
$.07 per share to consultants and other organizations for various
services it received. In addition, the Company issued 2,020,000 shares
of common stock at times when the market prices ranged from $.01 to $.08
per share to various employees as compensation. Charges to expense
attributable to consulting and other services received and to employee
compensation arising from these issuances amounted to $84,250 and
$111,000, respectively.
During the year ended June 30, 2002 the Company sold or completed the
sale of 4,012,997 shares of common stock at prices ranging from $.03 to
$.16 per share to private investors and received proceeds of $192,275.
F-14
WORLD TRANSPORT AUTHORITY, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2003 AND 2002
Note 10 - Common stock: (continued)
During the year ended June 30, 2002, the Company issued 3,638,322 shares
of common stock at times when the market prices ranged from $.03 to
$.20 per share to consultants and other organizations for various
services it received. In addition, the Company issued 375,000 shares of
common stock at times when the market prices ranged from $.03 to $.20
per share to various employees as compensation. Charges to expense
attributable to consulting and other services received and to employee
compensation arising from these issuances amounted to $202,279 and
$19,350, respectively.
During the year ended June 30, 2002, the Company issued 200,000 shares
of common stock at times when the market prices ranged from $.14 to
$.20 per share as a charitable contribution. Charges to contributions
expense for these issuances amounted to $34,000.
Note 11 - Subsequent events:
On August 11, 2003, the Company entered into a contract for legal
services to oversee and review the SEC compliance requirements of the
Company.
Subsequent to fiscal year ended June 30, 2003 officers and directors of
the Company loaned funds to the Company to be used for miscellaneous
office expenses, legal fees, accounting fees and audit expenses. Amounts
loaned to the Company included $2,525 in August 2003 and an additional
amount of $43,550 in October 2003. Repayment for the $43,550 funds
loaned will be through issuance of 3,282,681 shares of 144 restricted
common stock in the Company, which is yet to be issued.
F-15