-----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, ImFaUeKrJ8yEhutzPy7+B+3dW4pCmuQV/3hYFRTshJXSV427T1Fd4h15Hc0QfFDi 3EZqSBQmsNRi/tgX18wYCg== 0001222598-03-000011.txt : 20030808 0001222598-03-000011.hdr.sgml : 20030808 20030808151405 ACCESSION NUMBER: 0001222598-03-000011 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030808 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: 03831615 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 JUNE 30, 2003. [ ] 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: AUGUST 8, 2003 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 June 30, 2003 was 10,100,000. TABLE OF CONTENTS PART I Item 1. Financial Statements 1 Item 2. Management Discussion And Analysis of Financial Condition and Results of Operations 8 Item 3. Controls And Procedures 12 PART II Item 5. Changes in Securities and Use of Proceeds 13 Item 6 Exhibits and Reports on Form 8-K 14 Signatures 14 Certification Of Chief Executive Officer And Principal Financial Officer pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002 15 Index To Exhibits 17 [This Space Has Been Intentionally Left Blank] PART I ITEM 1. FINANCIAL STATEMENTS Unaudited Balance Sheet At June 30, 2003 And Audited Balance Sheet at March 31, 2003 1 Unaudited Statements Of Operations For The Three Months Ended June 30, 2003 And 2002, 2 Unaudited Statements Of Cash Flows For The Three Months Ended June 30, 2003 And 2002 3 Notes To Unaudited Financial Statements 4 [This Space Has Been Intentionally Left Blank]
Wizbang Technologies Inc. Balance Sheets (Expressed in U. S. Dollars) June 30, March 31, 2003 2003 $ $ (unaudited) (audited) ASSETS Current Assets Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,628 9,996 Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 155 305 - ------------------------------------------------------------------------------------ Total Current Assets. . . . . . . . . . . . . . . . . . . . . 9,783 10,301 - ------------------------------------------------------------------------------------ Product License (Note 3) Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,000 66,000 Accumulated Amortization . . . . . . . . . . . . . . . . . . (36,357) (30,815) - ------------------------------------------------------------------------------------ Net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,643 35,185 - ------------------------------------------------------------------------------------ Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . 39,426 45,486 ==================================================================================== LIABILITIES Current Liabilities Accounts Payable . . . . . . . . . . . . . . . . . . . . . . 999 - Accrued Liabilities. . . . . . . . . . . . . . . . . . . . . 5,220 4,154 Notes Payable (Note 3) . . . . . . . . . . . . . . . . . . . 20,974 20,974 - ------------------------------------------------------------------------------------ Total Liabilities . . . . . . . . . . . . . . . . . . . . . . 27,193 25,128 - ------------------------------------------------------------------------------------ Contingencies (Note 1) STOCKHOLDERS' EQUITY Stockholders Equity Preferred stock: 20,000,000 preferred shares authorized with par value $. 0001; none issued. . . . . . . . . . . . . . . . - - Common stock: 100,000,000 common shares authorized with par value $. 0001; 10,100,000 issued and outstanding. . . . . 1,010 1,010 Additional paid in capital. . . . . . . . . . . . . . . . . . 74,990 74,990 Donated capital (Note 4(a)) . . . . . . . . . . . . . . . . . 37,500 33,750 - ------------------------------------------------------------------------------------ 113,500 109,750 - ------------------------------------------------------------------------------------ Deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . (101,267) (89,392) - ------------------------------------------------------------------------------------ Total Stockholders' Equity. . . . . . . . . . . . . . . . . . 12,233 20,358 - ------------------------------------------------------------------------------------ Total Liabilities and Stockholders' Equity. . . . . . . . . . 39,426 45,486 ====================================================================================
(The Accompanying Notes are an Integral Part of these Interim Financial Statements) F-1
Wizbang Technologies Inc. Statement Of Operations (Expressed in U. S. Dollars) (unaudited) Three Months Ended June 30, 2003 2002 -------------------- $ $ Sales. . . . . . . . . . . . . . . . - - Cost of goods sold . . . . . . . . . - - - ----------------------------------------------------------------------- Gross Margin . . . . . . . . . . . . - - - ----------------------------------------------------------------------- Operating Expenses Amortization. . . . . . . . . . . . 5,542 2,875 Bank charges and Interest . . . . . 410 303 Communication . . . . . . . . . . . 150 1,133 Consulting (Note 4(a)). . . . . . . 3,000 3,000 Professional Fees . . . . . . . . . 2,023 550 Rent (Note 4(a)). . . . . . . . . . 750 750 - ----------------------------------------------------------------------- Total Operating Expenses . . . . . . 11,875 8,611 - ----------------------------------------------------------------------- Net Loss for the Period. . . . . . . (11,875) (8,611) ======================================================================= Net Loss Per Share - Basic . . . . . (0. 001) (0. 001) ======================================================================= Weighted Average Shares Outstanding. 10,100,000 10,100,000 =======================================================================
(The Accompanying Notes are an Integral Part of these Interim Financial Statements) F-2
Wizbang Technologies Inc. Statement Of Cash Flows (Expressed in U. S. Dollars) (unaudited) Three Months Ended June 30, 2003 2002 -------------------- $ $ Cash Flows From Operating Activities Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,875) (8,611) Adjustments to reconcile net loss to net cash used by operating activities: Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,542 2,875 Donated consulting services. . . . . . . . . . . . . . . . . . . . . . . . . 3,000 - Donated rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 750 - Changes in operating assets and liabilities Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150 - Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 999 - Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,066 4,148 - ----------------------------------------------------------------------------------------------------------- Net Cash (Used In) Operating Activities. . . . . . . . . . . . . . . . . . . (368) (1,588) - ----------------------------------------------------------------------------------------------------------- Decrease in cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (368) (1,588) Cash, beginning of period. . . . . . . . . . . . . . . . . . . . . . . . . . 9,996 36,148 - ----------------------------------------------------------------------------------------------------------- Cash, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,628 34,560 =========================================================================================================== Non-Cash Financing Activities Notes payable issued to purchase license (Notes 3) . . . . . . . . . . . . . - 30,000 =========================================================================================================== Supplemental Disclosures Interest paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - Income taxes paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - ===========================================================================================================
(The Accompanying Notes are an Integral Part of these Interim Financial Statements) F-3 Wizbang Technologies Inc. Notes To Financial Statements (Expressed in US Dollars) (Unaudited) _____________________________________________________________________ 1. Company Background The Company was incorporated in the State of Washington on September 22, 2000. On this date the Company entered into a licensing agreement with Reach Technologies, Inc., a Canadian Corporation. The license agreement allows the Company to sell a Digital Data Recorder product line worldwide. The Company's principal business plan is to seek immediate earnings by exploiting the license agreement with Reach Technologies, Inc. The Company emerged from being a development stage company during the fiscal year ended March 31, 2003. In a development stage company, management devoted most of its activities to establishing the business. Planned principal activities have generated significant revenue however, the Company has a deficit of $101,267 at June 30, 2003 and a working capital deficiency at June 30, 2003 of $17,410. The Company plans to generate sufficient cash flow from sales to meet its long-term requirements. Although existing cash and cash flow from sales is expected to fulfill future capital needs, if sales in the long term are insufficient, the Company may need additional capital to carry out its business plan. In the event that the Company requires more capital, no commitments to provide additional funds have been made by management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all. There is substantial doubt regarding the Company's ability to continue as a going concern. 2. Summary of Significant Accounting Principles a) Year End The Company's fiscal year end is March 31. b) 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. c) Intangible Assets Intangible assets consist of product license, which is 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. Where an impairment loss has been determined the carrying amount is written-down to fair market value. d) Use of Estimates The preparation of financial statements in conformity with U. S. 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. Areas where significant estimates have been applied include the value of donated services and recoverability of license costs. Actual results could differ from those estimates. 4 Wizbang Technologies Inc. Notes To Financial Statements (Expressed in US Dollars) (Unaudited) _____________________________________________________________________ 2. Summary of Significant Accounting Principles (continued) e) 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. f) Basic and Diluted Net Income (Loss) Per Share The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. g) Revenue Recognition The Company recognizes revenue from sales of Digital Data Recorders when goods have been shipped and title has passed to the customer. The Company recognizes revenue in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements. " Revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed, and collectibility is reasonably assured. The Company follows the guidance pursuant to Emerging Issues Task Force (EITF) No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent. "The Company records revenue on a gross basis representing the amount that has been billed to a customer. The Company has the risks and rewards of ownership including the risk of loss for collection, delivery and returns. Also the Company has latitude in establishing product pricing above a specific minimum price and also has bears all credit risk in the event collection is not made from a customer. h) Comprehensive Loss SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at June 30, 2003 and 2002, the Company has no items that represent comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements. i) Financial Instruments The fair values of cash and equivalents, accrued liabilities and note payable were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. 5 Wizbang Technologies Inc. Notes To Financial Statements (Expressed in US Dollars) (Unaudited) _____________________________________________________________________ 2. Summary of Significant Accounting Principles (continued) j) Impact of Accounting Standards In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 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 financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is 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, except for mandatory redeemable financial instruments of nonpublic entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 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, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more 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 provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation. In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company will adopt SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company's results of operations and financial position is not expected to be material. FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed. 6 Wizbang Technologies Inc. Notes To Financial Statements (Expressed in US Dollars) (Unaudited) _____________________________________________________________________ Product License The Company acquired the right to market and sell a Digital Data Recorder product line (the "License") in the states of 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 minimum price 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, which is one-third owned by the President of the Company and two-thirds owned by arms-length parties. Reach manufactures all of the products that the Company sells. Under the terms of the License agreement, the Company purchases products from Reach and resells them. 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 the note payable in full. On June 10, 2002 the Company agreed to pay $30,000 in the form of a note payable, due June 30, 2004, to amend the License agreement to include a worldwide exclusive license for data recorders in the 41 to 160 mega bit per second range. Interest accrues on the unpaid principal amount of $20,974 at a rate of 7% per annum and matures June 30, 2004 and is due on demand in the event of termination for cause, which includes breach of the agreement; the bankruptcy or insolvency of Wizbang Technologies Inc. ; or the conviction of Wizbang Technologies Inc., its officers or directors, of any crime involving moral turpitude. As at June 30, 2003, included in accrued liabilities is an interest accrual of $2,143. The amortization of the license for the remainder of the license agreement is as follows: $ 2004 24,500 2005 11,857 ------ 36,357 ====== 4. Related Party Transactions/Balances a) A Company controlled by the President of the Company donated services valued at $3,000 (2002 - $3,000) and rent valued at $750 (2002 - $750). These amounts were charged to operations and classified as "donated capital" in stockholders' equity. b) The Company's President and controlling shareholder is also a one half shareholder (2002: one third shareholder) in Reach Technologies, Inc. ("Reach"). The other shareholders of Reach are not related to the Company. Under the terms of the license agreement with Reach, which was negotiated at arms length, the Company acquires products from Reach for sale to unrelated third parties. The Company made no purchases from Reach during the three month periods ended June 30, 2003 and 2002. 5. Subsequent Event On July 31, 2003 the Company acquired an option to purchase the Dalhousie Mineral Claim, situated in the Stewart Area, Skeena Mining Division in the Province of British Columbia, Canada. The purchase price was $10,000 payable to the vendor within ninety days of the date of the Sale Agreement ("the Agreement"). The Company, pursuant to the Agreement, is required to split the common shares on a two for one basis and cancel an appropriate number of shares held by the Company's President to leave 10,100,000 post split shares issued and outstanding prior to any share issuances to the vendor. Pursuant to the Agreement the Company is required to issue 100,000 post split shares within ninety days of the date of the Agreement and a further 100,000 post split shares on the beginning of any exploration program which the Company carries out on the Dalhousie Claim. Also, pursuant to the Agreement, the Company is to issue 300,000 post split common shares to the vendor, upon the Dalhousie Claim being put into commercial production. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 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. APPLICATION OF CRITICAL ACCOUNTING POLICIES - ----------------------------------------------- Wizbang Technologies Inc.'s financial statements are prepared in accordance with accounting principles generally accepted in the United States. Preparing financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the balance sheet dates, and the recognition of revenues and expenses for the reporting periods. These estimates and assumptions are affected by management's application of accounting policies. Product License The amortization period of the license agreement coincides with the term of the license and its recoverability is reviewed quarterly. Donated Services Wizbang Technologies Inc.'s president does currently draw a salary. Donated services are an estimate of the value of services that the president provides. DESCRIPTION OF BUSINESS - ------------------------- 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 160 Megabits per second. The recorders are configured for both laboratory and onsite use. Models consist of laboratory, rack mount and portable versions. RESULTS OF OPERATIONS - ----------------------- At June 30, 2003, Wizbang Technologies Inc. had $9,783 in current assets and $27,193 in current liabilities. Wizbang Technologies Inc. intends to pay the current liabilities out of cash on hand, sales from its product license line or through a share offering. Cash decreased by $368 during the period for a balance of $9,628 at quarter-end. 8 Wizbang Technologies Inc. paid no notes payable resulting in the $20,974 owing at period-end. After recording amortization of $5,542 during the period, the net license value is $29,643. Wizbang Technologies Inc. increased the scope of its product offering in the expectation of generating future sales from those new products. Revenues were $Nil for the period compared with $Nil for the same period last year. Wizbang Technologies Inc.'s future plans include continuing to market the licensed 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. Wizbang Technologies Inc. will begin marketing the product to new target companies as they are identified. I addition Wizbang Technologies has begun to look for ways to diversify its business and as such after the period of this report it acquired an option to purchase the Dalhousie Mineral Claim, situated in the Stewart Area, Skeena Mining Division in the Province of British Columbia, Canada. The purchase price was $10,000 payable to the vendor within ninety days of the date of the Sale Agreement ("the Agreement"). The Company, pursuant to the Agreement, is required to split the common shares on a two for one basis and cancel an appropriate number of shares held by the Company's President to leave 10,100,000 post split shares issued and outstanding prior to any share issuances to the vendor. Pursuant to the Agreement the Company is required to issue 100,000 post split shares within ninety days of the date of the Agreement and a further 100,000 post split shares on the beginning of any exploration program which the Company carries out on the Dalhousie Claim. Also, pursuant to the Agreement, the Company is to issue 300,000 post split common shares to the vendor, upon the Dalhousie Claim being put into commercial production. Total expenses increased $3,264, over the comparable period in the previous year, to $11,875. This net increase was due mostly to: 1. an increase in amortization expense of $2,667, resulting from the increased license cost, discussed above, over the prior period, 2. a decrease in communications expenses associated with the company filing its own EDGAR report, and 3. a increase in professional fees of $1,473, associated with the acquisition described above. Included in total expenses is $3,000 in consulting fees and $750 in rent, which was donated by the President of Wizbang Technologies Inc. and therefore did not require cash. Net loss for the period was $11,875 compared with $8,611 for the same period last year. Expenditures with respect to the acquisition of the Dalhousie property and the related business expansion are expected to continue. However sales of the licensed product line are expected to increase. Wizbang Technologies Inc. does expect to incur losses over the next several years. The reason for this expectation of continued losses is because it is expected that in general, and specifically travel and wage, expenses are expected to increase with sales. In the long term it is expected that any increase in sales will outpace increases in expenses. Additionally costs associated with raising additional cash to begin an exploration program have not been quantified. 9 LIQUIDITY AND CAPITAL RESOURCES - ---------------------------------- Wizbang Technologies Inc. does not expect the $9,628 in cash on hand to satisfy its cash requirements over the next 12 months. Wizbang Technologies Inc. hopes to generate sufficient cash flow from sales to support long term continued operations. If sales are insufficient in the long term, then Wizbang Technologies Inc. may need additional capital to carry out its business plan. In the event that Wizbang Technologies Inc. requires more capital, no commitments to provide additional funds have been made by management or other shareholders. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to Wizbang Technologies Inc. or at all. Wizbang Technologies Inc.'s auditors have expressed that there is substantial doubt regarding Wizbang Technologies Inc.'s ability to continue as a going concern. The ability of Wizbang Technologies Inc. to achieve success with respect to its planned principal business activity is dependent upon its successful efforts to attain profitable operations. Wizbang Technologies Inc. has not generated enough revenues to achieve overall profitability. There is therefore substantial doubt regarding Wizbang Technologies Inc.'s ability to continue as a going concern. Other than the following, Wizbang Technologies Inc. knows of no trends, events, or uncertainties that have or are reasonably likely to have a material impact on its short and long term liquidity: Wizbang Technologies Inc.'s license with Reach Technologies Inc. expires on September 30, 2004. The license is renewable by mutual agreement between Wizbang Technologies Inc. and Reach Technologies Inc. for additional three-year periods. Wizbang Technologies Inc. has not yet commenced discussions with Reach Technologies Inc. with respect to the license renewal. Other than the license renewal discussed above, Wizbang Technologies Inc. does not have material commitments for capital expenditures. If Wizbang Technologies Inc. is successful in renewing its license agreement it intends to fund any required capital expenditure though future sales revenues and/or debt or equity financing. Other than the license renewal discussed above and its desire to begin an exploration program on the Dalhousie property discussed above, Wizbang Technologies Inc. knows of no trends, events, or uncertainties that have had or are reasonably expected to have a material impact on its revenues or income from continuing operations. Wizbang Technologies Inc. expects no significant changes in its number of employees. 10 RECENT ACCOUNTING PRONOUNCEMENTS - ---------------------------------- In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 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 financial instrument that is within its scope as a liability (or an asset in some circumstances). The requirements of SFAS No. 150 apply to issuers' classification and measurement of freestanding financial instruments, including those that comprise more than one option or forward contract. SFAS No. 150 does not apply to features that are embedded in a financial instrument that is not a derivative in its entirety. SFAS No. 150 is 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, except for mandatory redeemable financial instruments of nonpublic entities. It is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before the issuance date of SFAS No. 150 and still existing at the beginning of the interim period of adoption. Restatement is not permitted. The adoption of this standard is not expected to have a material effect on the Company's results of operations or financial position. In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", which amends SFAS No. 123 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, SFAS No. 148 expands the disclosure requirements of SFAS No. 123 to require more 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 provisions of SFAS No. 148 are effective for fiscal years ended after December 15, 2002. The disclosure provisions of SFAS No. 148 are effective for financial statements for interim periods beginning after December 15, 2002. The transition provisions do not currently have an impact on the Company's financial position and results of operations as the Company currently has no stock-based employee compensation. In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company will adopt SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company's results of operations and financial position is not expected to be material. FASB has also issued SFAS No. 145, 147 and 149 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed. 11 In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". The provisions of this Statement are effective for exit or disposal activities that are initiated after June 30, 2003, with early application encouraged. This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred. The Company will adopt SFAS No. 146 on January 1, 2003. The effect of adoption of this standard on the Company's results of operations and financial position is not expected to be material on its financial position or results of operations. FASB has also issued SFAS No. 145 and 147 but they will not have any relationship to the operations of the Company therefore a description of each and their respective impact on the Company's operations have not been disclosed. ITEM 3: CONTROLS AND PROCEDURES (a) EVALUATION OF CONTROLS AND PROCEDURES Wizbang Technologies Inc.'s principal executive officer and principal financial officer, Mike Frankenberger, has concluded, based on his evaluation as of a date within 90 days prior to the filing date of this report, that Wizbang Technologies Inc.'s disclosure controls and procedures are effective to ensure that information required to be disclosed by Wizbang Technologies Inc. in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by Wizbang Technologies Inc. in such reports is accumulated and communicated to Wizbang Technologies Inc.'s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) CHANGES IN INTERNAL CONTROLS There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of such evaluation including any corrective actions with regard to significant deficiencies and material weaknesses. 12 PART II ITEM 5. CHANGES IN SECURITIES AND USE OF PROCEEDS a) Recent Sales Of Unregistered Securities i. On September 22, 2000, Wizbang Technologies Inc. issued a total of 8,500,000 shares of common stock to Mike Frankenberger in exchange for $16,000 in cash. The issuance of the common stock was exempt from registration under Regulation S. Mike Frankenberger was not a resident or citizen of the U.S. at the time it received the offer to purchase and at the closing of the purchase of the stock, and did not acquire the stock for the account or benefit of any U.S. person. Mike Frankenberger agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration, or pursuant to an available exemption from registration. The stock contains a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration, or pursuant to an available exemption from registration. Wizbang Technologies Inc. will refuse to register any transfer of the Stock not made in accordance with the provisions of Regulation S, pursuant to registration, or pursuant to an available exemption from registration. The issuance of the shares was also exempt from registration under Rule 506 of Regulation D, and sections 3(b) and 4(2) of the Securities Act of 1933, as amended, due to Mr. Frankenberger's status as the founder and initial management of Wizbang Technologies Inc. and his status as an accredited investor. ii. On March 3, 2001 Wizbang Technologies Inc. issued a total of 1,600,000 shares of common stock to four foreign corporations in exchange for $60,000 in cash. The issuance of the common stock was exempt from registration under Regulation S. Each entity was a foreign corporation at the time it received the offer to purchase and at the closing of the purchase of the stock, and did not acquire the stock for the account or benefit of any U.S. person. Each corporation agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration, or pursuant to an available exemption from registration. The stock contains a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration, or pursuant to an available exemption from registration. Wizbang Technologies Inc. will refuse to register any transfer of the Stock not made in accordance with the provisions of Regulation S, pursuant to registration, or pursuant to an available exemption from registration. 13 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS Exhibits: Exhibits required to be attached by Item 601 of Regulation S-B are listed in the Index to Exhibits beginning on page 17 of this Form 10-QSB, which is incorporated herein by reference. (B) REPORTS ON FORM 8-K. On August 1, 2003, Wizbang Technologies Inc filed a Form 8-K with respect to "Acquisition or Disposition of Assets" as discussed in Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" 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: 08/08/03 /s/ Mike Frankenberger - ------------------------ Mike Frankenberger President, Chief Executive Officer Chief Financial Officer and Director In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Mike Frankenberger President, Chief Executive Officer August 8, 2003 Chief Financial Officer and Director /s/ Mike Frankenberger Controller and August 8, 2003 Principal Accounting Officer 14 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Mike Frankenberger, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Wizbang Technologies Inc.; 2. Based on my knowledge, this quarterly 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. I as sole certifying officer am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant is made known to me by others within this entity, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. I as sole certifying officer have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 15 6. I as sole certifying officer have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 8, 2003 /s/ Mike Frankenberger Mike Frankenberger President, Chief Executive Officer and Chief Financial Officer 16 INDEX TO EXHIBITS Exhibit No. Description 99.1 Certification Of Chief Executive Officer And Principal Financial - ---- ----------------------------------------------------------------------- Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 - ---- -------------------------------------------------------------------------- Of The Sarbanes-Oxley Act of 2002 - -------------------------------------- 17 EXHIBIT 99.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-QSB of Wizbang Technologies Inc. (the "Company") for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mike Frankenberger, principal executive officer and principal financial officer of the Company, hereby certify, pursuant to 18 U.S.C. (section) 1350, as adopted pursuant to (section) 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mike Frankenberger Mike Frankenberger Principal executive officer and principal financial officer August 8, 2003 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. -----END PRIVACY-ENHANCED MESSAGE-----