UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended June 30, 2001
[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 0-30872
WHITELIGHT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in charter)
NEVADA 33-0910363
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Check whether the Issuer (1) has 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 fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At August 10, 2001, there
were 1,100,000 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.
In the opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position of
the Company as of M June 30, 2001, and the results of its operations and
changes in its financial position from May 10, 2000, through June 30, 2001,
have been made. The results of its operations for such interim period is not
necessarily indicative of the results to be expected for the entire year.
Whitelight Technologies, Inc.
(A Development Stage Company)
Balance Sheet
June
30, 2001
Assets
Current Assets
Cash $ 1,225
Interest Receivable 60
Note Receivable 1,200
---------
Total Assets $ 2,485
=========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ -
Interest Payable 1,879
Note Payable - Related Party (Note 4) 16,700
---------
Total Current Liabilities 18,579
Stockholders' Equity
Common Stock, 100,000,000 Shares
Authorized at $.001 Par Value;
1,100,000 Shares Issued and Outstanding 1,100
Capital in Excess of Par Value 9,900
Deficit Accumulated in the Development Stage (27,094)
---------
Total Stockholders' Equity (16,094)
---------
Total Liabilities & Stockholders' Equity $ 2,485
=========
Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the Period
For the Three For the Three For the Six For the Six May 10, 2000
Months Ended Months Ended Months Ended Months Ended (inception)
June 30, June 30, June 30, June 30, to June 30,
2001 2000 2001 2000 2001
REVENUE
Interest Revenue $ 30 $ - $ 60 $ - $ 60
EXPENSES
General and
Administrative $ 1,564 $ - $ 4,702 $ - $ 25,274
Interest Expense 418 - 836 - 1,880
--------- ------- -------- -------- --------
Total Expenses 1,982 - 5,538 - 27,154
NET INCOME (LOSS)
- Before Taxes$ (1,952) $ - $ (5,478) $ - $ (27,094)
Taxes (Note 2) - - - - -
INCOME (LOSS) $ (1,952) $ - $ (5,478) $ - $ (27,094)
========= ======= ======== ======== ========
Loss Per Common Share
(Note 1) - - - -
========= ======= ========
Average Outstanding
Shares (Note 1) 1,100,000 - 1,100,000 -
========= ======= ========
Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flows
Unaudited
From May
For the Six For the Six 10, 2000
Months Ended Months Ended (Inception)
June 30, June 30, to June
2001 2000 30, 2001
Cash Flows from Operating Activities
Net (Loss) $ (5,478) $ - $ (27,094)
Adjustments to Reconcile Net Loss to
Net Cash
(Increase) in Accounts/Interest Receivable (1,260) - (1,260)
Increase in Accounts/ Interest Payable 836 - 1,879
Expenses Paid by Stock Issuance - - 5,600
-------- ------- ---------
Net (Used) by Operating Activities (5,902) - (20,875)
Cash Flows from Investing Activities - - -
-------- ------- ---------
Cash Flows from Financing Activities
Issuance of Common Stock for Cash - - 5,400
Issuance of Note Payable for Cash - - 16,700
-------- ------- ---------
Net Cash Provided by Financing Activities - - 22,100
-------- ------- ---------
Increase (Decrease) in Cash and
Cash Equivalents (5,902) - 1,225
Cash and Cash Equivalents at
Beginning of Period 7,127 - -
-------- ------- ---------
Cash and Cash Equivalents at
End of Period $1,225 $ - $ 1,225
======== ======= =========
Disclosure from Operating Activities
Interest $ - $ - $ -
Taxes - - -
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2001
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business - Whitelight Technologies, Inc. (the "Company") was
incorporated in Nevada on May 10, 2000, as Whitelight Technologies, Inc. for
the purpose of seeking and consummating a merger or acquisition with a
business entity organized as a private corporation, partnership, or sole
proprietorship.
Cash and Cash Equivalents The Company considers all highly liquid investments
with maturities of three months or less to be cash equivalents. All cash is
currently held in trust by the Company's attorney.
Earnings (Loss) Per Share The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended December 31, 2000.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result from temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were
no temporary differences for the current year accordingly, no deferred tax
liabilities have been recognized.
No provision for income taxes has been recorded due to net operating loss
carryforward totaling approximately $22,000 that will be offset against future
taxable income. The NOL carryforward begins to expire in the year 2020. No
tax benefit has been reported in the financial statements.
Deferred tax assets and the valuation account at December 31, 2000 is
as follows:
Deferred tax asset:
NOL carryforward $ 6,600
Valuation allowance $ (6,600)
Total $ -
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2001
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 4 - NOTE PAYABLE - RELATED PARTY
The Company issued a promissory note in the amount of $16,700 to Mezzanine
Capital Ltd. on May 18, 2000. The note is unsecured and carries an interest
rate of 10% per annum to begin accruing on the date of the note. The
principal and interest of the note shall be due and payable on May 18, 2002.
NOTE 5 - COMMON STOCK TRANSACTIONS
The Company has issued 560,000 shares of common stock for services performed
in organizing the Company.
NOTE 6 - NOTE RECEIVABLE - RELATED PARTY
During the first quarter of 2001, the Company loaned $1,200 to a Corporation whose
president is a shareholder in the Company. The receivable is unsecured and is
bearing an interest rate of 10% per annum. The note receivable is due on demand.
As of June 30, 2001, accrued interest amounts to $60.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose of
engaging in any lawful activity permitted under Nevada state law; however, the
Company does not have any significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover operating costs
and to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, but will submit the proposal
to the shareholders for final approval.
The original shareholders contributed a total of $5,400 as capital
contributions for stock of the Company and Mezzanine Capital Ltd. loaned
$16,700 to the Company for operating expenses.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Whitelight Technologies, Inc.
Date: August 14, 2001 By: /s/ Eric Chess Bronk, President and
Principal Financial and Accounting Officer
