-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J7DL8FCrPYfu24iS0MuTK1xni/9YQQu6r70Cuf8ou48VMMc9cG/saiwES6PsUKUz zlkAg1otDM1ejK++KSZREw== 0001015402-02-000358.txt : 20020414 0001015402-02-000358.hdr.sgml : 20020414 ACCESSION NUMBER: 0001015402-02-000358 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIZBANG TECHNOLOGIES INC CENTRAL INDEX KEY: 0001137883 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 333-61610 FILM NUMBER: 02531037 BUSINESS ADDRESS: STREET 1: SUITE 103-158TH HILLSIDE AVE. CITY: VICTORIA STATE: A1 ZIP: 00000 BUSINESS PHONE: 2505190553 10QSB 1 doc1.txt FORM 10-QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2001. [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . -------- -------- COMMISSION FILE NUMBER 333-61610 DATE OF REPORT: FEBRUARY 6, 2002 WIZBANG TECHNOLOGIES INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) WASHINGTON 912061053 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) SUITE 679, 185 - 911 YATES STREET VICTORIA, BRITISH COLUMBIA V8V 4Y9, CANADA (250) 519-0553 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of outstanding shares of the issuer's common stock, $0.0001 par value, as of December 31, 2001 was 10,100,000. TABLE OF CONTENTS PART I Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . 1 Item 2. Plan Of Operation . . . . . . . . . . . . . . . . . . . . . . . . 6 PART II Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . .. . .. . . 8 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 [This Space Has Been Intentionally Left Blank] PART I ITEM 1. FINANCIAL STATEMENTS Unaudited Balance Sheet At December 31, 2001 And March 31, 2001 . . . . . . . 1 Unaudited Statement Of Operations For The Nine months ended December 31, 2001, The Three Months Ended December 31, 2001 And 2000, And For The Period September 22, 2000 (Date Of Inception) To December 31, 2001 And 2000 . . . . . . . . . . 2 Unaudited Statement Of Cash Flows For The Nine months ended December 31, 2001 And September 22, 2000 (Date Of Inception) To December 31, 2000 . . . . . . . 3 Notes To Unaudited Financial Statements . . . . . . . . . . . . . . . . . . . 4 [This Space Has Been Intentionally Left Blank] Wizbang Technologies, Inc. (A Development Stage Company) Balance Sheets (expressed in U.S. dollars)
December 31, March 31, 2001 2001 $ $ (unaudited) (audited) ASSETS Current Assets Cash and cash equivalents 41,761 53,474 Prepaid expenses 750 - - ------------------------------------------------------------------------------------------- Total Current Assets 42,511 53,474 - ------------------------------------------------------------------------------------------- License (Note 3) Cost 36,000 16,000 Accumulated amortization 6,622 2,000 - ------------------------------------------------------------------------------------------- License - net 29,378 14,000 - ------------------------------------------------------------------------------------------- Total Assets 71,889 67,474 =========================================================================================== LIABILITIES Current Liabilities Accrued liabilities 677 1,000 - ------------------------------------------------------------------------------------------- Note payable (Note 3) 9,697 - - ------------------------------------------------------------------------------------------- Total Liabilities 10,374 1,000 - ------------------------------------------------------------------------------------------- STOCKHOLDERS' EQUITY Stockholders' Equity Common Stock: 100,000,000 common shares authorized with a par value of $0.0001; 10,100,000 issued and outstanding respectively 1,010 1,010 Additional Paid-in Capital 74,990 74,990 Donated Capital (Note 4) 18,750 7,500 - ------------------------------------------------------------------------------------------- 94,750 83,500 - ------------------------------------------------------------------------------------------- Preferred Stock: 20,000,000 preferred shares authorized with a par value of $.0001; none issued - - - ------------------------------------------------------------------------------------------- Deficit Accumulated During the Development Stage (33,235) (17,026) - ------------------------------------------------------------------------------------------- Total Stockholders' Equity 61,515 66,474 - ------------------------------------------------------------------------------------------- Total Liabilities and Stockholders' Equity 71,889 67,474 ===========================================================================================
Contingent Liability (Note 1) The accompanying notes are an integral part of these financial statements F-1 Wizbang Technologies, Inc. (A Development Stage Company Statement of Operations (expressed in U.S. dollars) (unaudited)
Accumulated from Accumulated from September 22, 2000 Three Months Nine Months September 22, 2000 (Date of Inception) Ended Ended (Date of Inception) to December 31, December 31, December 31, to December 31, 2001 2001 2000 2001 2000 $ $ $ $ $ Revenue 22,900 - - 22,900 - Cost of Goods Sold 17,300 - - 17,300 - - ------------------------------------------------------------------------------------------------------------ Gross Margin 5,600 - - 5,600 - - ------------------------------------------------------------------------------------------------------------ Expenses Amortization of license 6,622 2,622 - 4,622 - Bank charges and interest 183 29 - 165 - Consulting 15,000 3,000 - 9,000 - Filing fees 2,786 636 - 2,786 - Professional fees 10,952 574 798 3,444 798 Rent 3,750 750 - 2,250 - Less interest income (458) (108) - (458) - - ------------------------------------------------------------------------------------------------------------ 38,835 7,503 798 21,809 798 - ------------------------------------------------------------------------------------------------------------ Net Loss for the Period (33,235) (7,503) (798) (16,209) (798) ============================================================================================================ Net Loss Per Share - Basic (.01) - (.01) - ============================================================================================================ Weighted Average Shares Outstanding 10,100,000 8,500,000 10,100,000 8,500,000 ============================================================================================================
The accompanying notes are an integral part of these financial statements F-2 Wizbang Technologies, Inc. (A Development Stage Company Statement of Cash Flows (expressed in U.S. dollars) (unaudited)
Accumulated from Nine Months September 22, 2000 Ended (Date of Inception) December 31, to December 31, 2001 2000 $ $ Cash Flows To Operating Activities Net loss (16,209) (798) Non-cash items Amortization 4,622 - Donated consulting services 9,000 - Donated rent 2,250 - Adjustments to reconcile net loss to cash Prepaid expenses (750) - Accounts payable and accrued liabilities (323) 798 - -------------------------------------------------------------------------------------------- Net Cash Used In Operating Activities (1,410) - - -------------------------------------------------------------------------------------------- Cash Flows From Financing Activities Note repayment (10,303) - Common shares issued - 16,000 - -------------------------------------------------------------------------------------------- Net Cash Provided By Financing Activities (10,303) 16,000 - -------------------------------------------------------------------------------------------- Cash Flows To Investing Activities License purchased - (16,000) - -------------------------------------------------------------------------------------------- Cash Flows To Investing Activities - (16,000) - -------------------------------------------------------------------------------------------- Net Decrease in Cash (11,713) - Cash and cash equivalents - Beginning of Period 53,474 - - -------------------------------------------------------------------------------------------- Cash and cash equivalents - End of Period 41,761 - ============================================================================================ Non-Cash Financing Activities - - A license was purchased by issuing a promissory note 20,000 - ============================================================================================ Supplemental Disclosures Interest paid - - Income taxes paid - - ============================================================================================
The accompanying notes are an integral part of these financial statements F-3 Wizbang Technologies Inc. (A Development Stage Company) Notes To Financial Statements (Expressed in US Dollars) (Unaudited) - -------------------------------------------------------------------------------- 1. Development Stage Company The Company was incorporated in the state of Washington on September 22, 2000. On September 22, 2000 the Company entered into a licensing agreement with Reach Technologies, Inc., a Canadian Corporation. The agreement allows the Company to sell a Digital Data Recorder product line in the north central United States. The Company's principal business plan is to seek immediate earnings by exploiting the license agreement with Reach Technologies, Inc. The Company has started marketing the Digital Data Recorder product line. The Company is in the development stage. In a development stage company, management devotes most of its activities in developing a market for its products. Planned principal activities have not yet begun. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable operations. There is no guarantee that the Company will be able to raise any equity financing or sell any of its products at a profit. There is substantial doubt regarding the Company's ability to continue as a going concern. 2. Summary of Significant Accounting Principles a) Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. b) Basic Earnings (Loss) Per Share Basic earnings (loss) per share have been calculated in conformity with Financial Accounting Standards Board Statement No. 128 "Earnings per Share". The Company has a simple capital structure without potential common shares. Basic earnings (loss) per share is calculated on the weighted average number of common shares outstanding each year. c) License The cost to acquire a license was capitalized. The costs will be amortized on a straight-line basis over four years. The carrying value of the License is evaluated in each reporting period to determine if there were events or circumstances which would indicate a possible inability to recover the carrying amount. Such evaluation is based on various analyses including assessing the Company's ability to bring the commercial applications to market, related profitability projections and undiscounted cash flows relating to each application which necessarily involves significant management judgment. Where an impairment loss has been determined the carrying amount is written-down to fair market value. Fair market value is determined as the amount at which the license could be sold in a current transaction between willing parties. d) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. 4 Wizbang Technologies Inc. (A Development Stage Company) Notes To Financial Statements (Expressed in US Dollars) (Unaudited) - -------------------------------------------------------------------------------- 2. Summary of Significant Accounting Principles (continued) e) Revenue Revenue from sales of the Digital Data Recorders will be recognized when goods have been shipped and collectibility is reasonably certain. f) Interim Financial Statements These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. 3. License The Company acquired the right to market and sell a Digital Data Recorder product line (the "License") in the states North Dakota, South Dakota, Nebraska, Kansas, Montana, Wyoming, and Colorado. The licensed product consists of 0 to 40 Megabit per second Bit Error Rate Testers that are configured for laboratory and onsite use. Models consist of laboratory, rack mount and portable versions. The licensor maintains the right to set the pricing of the licensed products. The license was acquired on September 22, 2000 and has a four year term. The license was purchased by the Company for $16,000 cash from Reach Technologies, Inc., which is one-third owned by the President of the Company and two-thirds owned by arms-length parties. The $16,000 cash payment was negotiated at arms-length and is below the cost amount of the license to Reach. On October 31, 2001 the Company agreed to pay $20,000 in the form of a note payable, due October 31, 2003, to amend the License agreement to a worldwide exclusive license, except in the territories of Washington DC, Virginia, West Virginia, Maryland, Pennsylvania, New York, Connecticut, Massachusetts, New Hampshire, Maine, Ohio, Kentucky and Tennessee where the license will be non-exclusive. The Company has repaid $10,303 and interest accrues at 7% per annum, matures October 31, 2003 and is due on demand. 4. Related Party Transactions The President of the Company has donated services valued at $1,000 per month and rent valued at $250 per month. These amounts have been charged to operations and classified as "donated capital" in shareholders' equity . 5 ITEM 2. PLAN OF OPERATION This quarterly report on Form 10-QSB contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimated", "predicts", "potential", or "continue" or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause Wizbang Technologies Inc.'s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. These factors include, among other things, those discussed in this quarterly report on Form 10-QSB and in Wizbang Technologies Inc.'s other filings with the SEC. Although Wizbang Technologies Inc. believes that the expectations reflected in the forward-looking statements are reasonable, forward-looking statements are inherently uncertain, and Wizbang Technologies Inc. cannot guarantee future results, levels of activity, performance, or achievements. Wizbang Technologies Inc. is under no duty to update any of the forward-looking statements in this quarterly report on Form 10-QSB to conform forward-looking statements to actual results. All forward-looking statements should be considered in light of these risks and uncertainties. Wizbang Technologies Inc. was incorporated under the laws of the State of Washington on September 22, 2000. Wizbang Technologies Inc. principal business, at present, is the marketing of its licensed product line consisting of high-tech instruments that are used to record information transferred from distant sources like aircraft and satellites. Simply put the recorders are high speed tape recorders that are capable of recording information relayed by several types of satellites and aircraft. Some of the data that can be recorded include fuel consumption, engine rotation per minute, time, pictures recorded by cameras, load stresses recorded by sensors and the status of various equipment on the craft such as batteries or radar. The recorder operates basically the same as a VCR with all the same play, fast-forward, rewind, record, scheduled operation, and other similar functions. The product line is unique in that it can record information from satellites at speeds required by those satellites. The licensed product line consists of recorders capable of recording at speeds up to 40 Megabits per second. The recorders are configured for both laboratory and onsite use. Models consist of laboratory, rack mount and portable versions. Wizbang Technologies Inc.'s plan of operation for the next twelve months is to seek immediate earnings by exploiting the license agreement with Reach Technologies, Inc. The Company has started marketing the Digital Data Recorder product line. The market for the product includes aircraft and spacecraft manufacturers, both private and government, involved in both military and nonmilitary applications and it is anticipated that these will be the focus of selling efforts. 6 RESULTS OF OPERATIONS SALES Wizbang Technologies Inc. has generated $22,900 in sales revenues during the periods covered by this Form 10-QSB. LOSSES Net losses for the nine months ended December 31, 2001, were $16,209. The losses are primarily attributable to the costs associated with Wizbang Technologies Inc.'s registration statement and with Consulting and rent expenses charged to operations and classified as "donated capital" in shareholders' equity. Wizbang Technologies Inc. expects to continue to incur losses at least through fiscal year 2002 and there can be no assurance that Wizbang Technologies Inc. will achieve or maintain profitability, generate revenue or sustain future growth. LIQUIDITY AND CAPITAL RESOURCES Wizbang Technologies Inc. has funded its cash needs over the periods covered by this Form 10-QSB with cash on hand. It is anticipated that the cash on hand of $41,761 will be sufficient to satisfy cash requirements over the next twelve months. PRODUCT RESEARCH AND DEVELOPMENT Wizbang Technologies Inc. plans no product research and development over the next twelve months. CAPITAL EXPENDITURES On October 31, 2001, Wizbang Technologies Inc. agreed to pay $20,000 in the form of a note payable, due October 31, 2003, to amend the License agreement to a worldwide exclusive license, except in the territories of Washington DC, Virginia, West Virginia, Maryland, Pennsylvania, New York, Connecticut, Massachusetts, New Hampshire, Maine, Ohio, Kentucky and Tennessee where the license will be non-exclusive. Other than this contract amendment there are no planned capital expenditure in the next twelve months. A Form 8K with respect to this transaction was filed on November 7, 2001. EMPLOYEES Wizbang Technologies Inc. expects no significant changes in its number of employees. 7 PART II ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS NONE (a) REPORTS ON FORM 8-K. On November 7, 2001, Wizbang Technologies Inc filed a Form 8-K with respect to "Acquisition or Disposition of Assets" as discussed in Item 2 "Capital Expenditures" of this form 10-QSB. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Wizbang Technologies Inc. Date: 02/06/02 /s/ Mike Frankenberger ------------------------ Mike Frankenberger President & Director 8 -----END PRIVACY-ENHANCED MESSAGE-----