U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Quarter ended June 30, 1996.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934.
Commission file number 33-89714
Wild Wings, Inc.
(Name of Small Business Issuer as specified in it charter)
Nevada 84-1120614
(State of other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
899 South Artistic Circle, Springville, UT 84663
(Address of principal executive offices)
Issuer's telephone number, including area code: (801) 491-4066
Securities registered pursuant to Section 12(b) of the Exchange Act:None
Securities registered pursuant to Section 12(g) of the Exchange Act:None
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 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 .
Common Stock outstanding at June 30, 1996 - 860,000 shares of $.001 par
value Common Stock.
WILD WINGS, INC.
[A Development Stage Company]
INDEX
Page No.
Part 1 Financial Information
Condensed Balance Sheets -
March 31, 1996 and December 31, 1995. . . . . . . . . . . 1
Condensed Statements of Operations -
for three months ended March 31, 1996,
year ended December 31, 1995 and
from inception on July 7, 1989 through
March 31, 1996. . . . . . . . . . . . . . . . . . . . . . 2
Condensed Statements of Operations -
six months ended June 30, 1996, six months
ended June 30, 1995 and from inception on
July 7, 1989 through June 30, 1996. . . . . . . . . . . . 3
Notes to Condensed Financial Statements. . . . . . . . . 4-8
Item 1 Financial Statements Required by Form 10Q . . . . 9
Item 2 Management's Discussion and Analysis
of Financial Condition and Results of Operations . . . . .9
Part II Other Information
Item 1 Legal Proceedings. . . . . . . . . . . . . . . 10
Item 2 Changes in Securities. . . . . . . . . . . . . .10
Item 3 Defaults upon Senior Securities. . . . . . . . .10
Item 4 Submission of Matters to a vote of
Security Holders . . . . . . . . . . . . . . . . . . 10
Item 5 Other Information. . . . . . . . . . . . . . . .10
Item 6 Exhibits and Reports on Form 8-K . . . . . . . .10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
PART 1 FINANCIAL INFORMATION ITEM 1 Financial Statements
WILD WINGS, INC.
(Formerly Winter Ventures of Colorado, Inc.)
[A Development Stage Company]
CONDENSED BALANCE SHEETS
[ Unaudited ]
ASSETS
June 30, 1996 Dec. 31, 1995
CURRENT ASSETS:
Cash 502 18,543
Accounts Receivable 441 844
Inventory 6,778 1,428
Notes Receivable 0 20,000
Accrued interest 0 1,391
Total Current Assets 7,721 42,206
PROPERTY AND EQUIPMENT, net 62,649 41,762
OTHER ASSETS:
Prepaid and other 457 650
Organization costs, less
accumulated amortization 172 196
Total Other Assets 629 846
___________ ___________
$ 70,999 84,814
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $11,698 5,180
Customer Bird Deposits 29,521 14,760
Sales Tax Payable 1,810 0
___________ ___________
Total Current Liabilities 43,029 19,868
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock - -
Common stock 860 860
Capital in excess of par value 97,754 97,754
Deficit accumulated during
the development stage (70,644) (33,668)
___________ ___________
Total Stockholders' Equity (Deficit) 27,970 64,946
___________ ___________
Total Liabilities & Equity $ 70,999 $84,814
The accompanying notes are an integral part of these financial statements.
NOTE: The balance sheet at December 31, 1995 was taken from the
audited financial statements at that date and condensed.
WILD WINGS, INC.
(Formerly Winter Ventures of Colorado, Inc.)
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
For the Three For the Three From Inception
Months Ended Months Ended on July 7, 1989
June 30, June 30, to June 30,
1996 1995 1996
REVENUE $17,828 $1,190 $139,469
Sales Returns (160) 0 (1,103)
___________ ___________ ___________
NET REVENUE 17,668 1,190 138,366
COST OF SALES 7,344 0 31,615
GROSS PROFIT 10,324 0 106,751
EXPENSES:
Geneneral and Admin. 6,756 11,897 54,173
Operating Expenses 16,627 0 39,722
Professional fees 11,477 4,195 16,517
Amortization & Depr. 2,256 46 7,218
Consultants & Independent
Contracting fees 4,862 0 31,132
Salaries,wages & ben. 12,847 4,178 29,579
___________ ___________ ___________
Total Expenses 54,825 20,316 178,341
___________ ___________ ___________
OTHER INCOME (EXPENSE)
Interest Income 77 0 2,124
Interest Expense 0 (135) (1,178)
Total Other Income (Exp.) 77 (135) 946
NET INCOME (LOSS) $(44,424) $(19,261) (70,644)
INCOME(LOSS)PER SHARE $(.05) $. (02) $ (.08)
The accompanying notes are an integral part of these financial statements.
WILD WINGS, INC.
[A Development Stage Company]
CONDENSED STATEMENTS OF OPERATIONS
[Unaudited]
For the Six For the Six From Inception
Months Ended Months Ended on July 7, 1989
June 30, June 30, to March 31,
1996 1996 1996
______ ______ ______
REVENUE $47,917 $1,432 $139,469
Sales Returns (1,103) 0 (1,103)
NET REVENUE 46,814 1,432 138,366
COST OF SALES 11,609 0 31,615
GROSS PROFIT 35,205 0 106,751
EXPENSES
General and Admin. 8,794 18,785 54,173
Operating Expenses 20,874 0 39,722
Professional Fees 11,728 4,695 16,517
Amort. and Depr. 3,862 91 7,218
Consulting & Independent
Contracting Fees 7,542 0 31,132
Salaries, wages & ben. 19,390 4,503 29,579
___________ ___________ ___________
Total Expenses 72,190 28,074 178,341
OPERATING INCOME (EXPENSE)
Interest Income 701 0 2,124
Int./Write off expense (691) (166) (1,178)
___________ ___________ ___________
Total Other Income (Exp.) 10 (135) 946
___________ ___________ ___________
NET INCOME (LOSS) 36,975) (26,808) (70,644)
LOSS PER COMMON SHARE $(.04) $(.03) $(.08)
The accompanying notes are an integral part of these financial statements.
WILD WINGS, INC.
Formerly Winter Ventures of Colorado, Inc.)
[A Development Stage Company]
NOTES TO CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was incorporated under the laws of the State of
Colorado on July 7, 1989. In November, 1994, the Company changed the par
value of its stock from $.01 to $.001. In December, 1994 the Company
changed it's domicile from the State of Colorado to the State of Nevada.
This change in domicile was accomplished by merging the Company into a
Nevada corporation created solely for this purpose. Also at this time the
name was changed from Winter Ventures of Colorado, Inc. to Wild Wings, Inc.
The Company commenced planned principal operations during 1995 but is still
considered a development stage company as defined in SFAS No. 7. The
Company is operating a hunting club and eventually plans to expand into other
areas of interest to sportsmen. The Company has, at the present time, not
paid any dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other relevant
factors.
Revenue Recognition - The Company records revenue as sales are made.
Membership initiation fees are recorded as income upon sale of the membership.
Annual fees are recorded upon renewal of the memberships. Bird revenue is
recognized as birds are harvested by the customer.
Organization Costs - The Company is amortizing its organization costs, which
reflect amounts expended to organize the company, over sixty [60] months
using the straight line method.
Inventory - Inventory is carried at the lower of cost of market.
Loss Per Share - The computaton of loss per share of common stock is based on
the weighted average number of shares outstanding during the period.
Depreciation Methods - The Company is depreciating its property and
equipment, which consists of sporting clay equipment, fly pens and
hunting dogs, using the straight line method, over the estimated
useful lives of the related assets ranging from 3 to 5 years.
Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Company considers all highly liquid debt investments
puchased with a maturity of three months or less to be cash equivalents.
Income Taxes - The Company accounts for its income taxes in accordance with
statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires the liability approach for the effect of income taxes.
Customer Bird Deposits - This account represents birds that have been presold
to customers and for which the company must provide birds during the season.
Restatement of Financial Statements - During November, 1994, the Company
effected a 3 for 1 split of its common stock and reduced the par value of
its common stock from $.01 to $.001 per share. The financial statements have
been restated to reflect these changes for all periods presented.
<PAGE
WILD WINGS, INC.
Formerly Winter Ventures of Colorado, Inc.)
[A Development Stage Company]
NOTES TO CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - INVENTORIES
Inventories consist of the following:
June 30, 1996
Clays $ 428
Ammunition 2,151
Quail 218
Chukar 506
Pheasants 3,449
Misc. (Concession Items) 26
______
Total $6,778
NOTE 3 - ACCOUNTS RECEIVABLE
Accounts receivable consist primarily of amounts due from normal
sales transactions. No allowance for doubtful accounts has been
recorded as management believes all receivables are fully collectible.
NOTE 4 - NOTE RECEIVABLE
At March 31, 1996, Notes Receivable consisted of a $20,000, 15% Note
Receivable from an entity related to an officer and shareholder of the
Company. The Note was issued August 11, 1995 and repaid on May 12, 1996.
NOTE 5 - PROPERTY AND EQUIPMENT
The following is a summary of property and equipment, at cost,
less accumulated depreciation:
June 30, 1996
Office equipment 4,885
Machines & equipment 63,660
Hunting dogs 975
69,520
Less Accumulated depreciation (6,871)
$62,649
Depreciation expense for the year ended December 31, 1995 was $3,081. For
the three months ended June 30, 1996 it was $2,256 and for the six months
ended June 30, 1996 it was $3,862.
WILD WINGS, INC.
[A Development Stage Company]
NOTES TO CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - CAPITAL STOCK
Public Offering of Common Stock - During July, 1995, the company
completed a public stock offering of 100,000 shares of its previously
authorized but unissued common stock. This offering was registered
with the Securities and Exchange Commission on Form SB-2. An offering
price of $1.00 per share was arbitrarily determined by the Company.
The offering was managed by the Company without any underwriter.
The shares were offered and sold by officers of the Company, who
received no sales commissions or other compensation in connection with
the offering, except for reimbursement of expenses actually incurred
on behalf of hte Company in connection with the offering. Total
proceeds of the offering amounted to $100,000 with offering costs of
$12,586 which were offset against capital in excess of par value.
Stock Split - In November, 1994, the Board of Directors authorized a
3 for 1 stock split,thereby increasing the number of authorized shares
to 50,000,000 and decreasing thepar value of each share to $.001.
All references in the accompanying financial statements to the number
of common shares and per-share amounts have been restated to reflect
the stock split for all periods presented.
Related Party Stock Transactions - On December 9, 1994, the Company
issued to related parties (including officers, directors and
incorporators) 300,000 shares of common stock valued at $.01 per share,
for $3,000 cash. On December 30, 1994, the Company issued 20,000
shares of common stock to a former director for payment of past
directors fees which were accrued as a related party payable in the
amount of $200. The Company also issued 140,000 shares of common stock
during December, 1994, pursuant to subscription agreements and
investment letters to certain individuals including related parties
for $7,000 cash or $.05 per share.
Preferred Stock - The Company authorized 5,000,000 shares of preferred
stock, $.001 par value with such rights, preferences and designations
and to be issued in such series as determined by the Board of
Directors. No shares were issued and outstanding at June 30, 1996 and
December 31, 1995.
Stock Option Plan - During 1995, the Board of Directors of the Company
adopted and the present stockholders approved, a stock option plan.
The plan provides for the granting of awards of up to 400,000 shares
of common stock to officers, directors,consultants and employees.
The awards can consist of stock options, restricted stock awards,
deferred stock awards, stock appreciation rights and other stock-based
awards as described in the plan. Awards under the plan will be granted
as determined by the board of directors. At present, no awards have
been granted under the plan.
<[PAGE>
WILD WINGS, INC.
[A Development Stage Company]
NOTES TO CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - OPERATING LEASES
Land Lease - During January 1995, the Company entered into a land lease
for 518 acres of farmland which it is developing for a commercial
hunting area and sporting clays shooting area. The lease is for a
term of five years commencing on April 1, 1995 and ending on
March 31, 2000. The lease is renewable by the Company for an
additional five year term. However, the lease is effectively a
periodic lease from year to year as it is terminable by either party
on the anniversary date each year upon thirty days written notice.
The Company will pay the lessor 10% of sales with a $1,000 minimum.
The Company will also pay monthly fees of approximately $280 for rental
of a club house and acreage for pheasant fly pens. The Company will
also provide a membership and other benefits to the lessor and will
pay approximately $2,000 for required fencing materials and labor.
The Company has negotiated additional land leases for an additional
780 acres that are renewable on an annual basis. The Company expects
to negoitate renewals of the leases on an annual basis.
The Company also rents a mobile home, which it uses as a management
office, for $500 per month on a month to month basis.
Future Minimum rental payments under the various operating leases are
as follows:
Year Ending December 31: Minimum Rental Payments
1996 $ 3,460
1997 3,460
1998 3,460
1999 3,460
2000 -
$13,840
Rental expenses on the various operating leases for the year ended
December 31, 1995 was $6,173 and the three months ended June 30, 1996 was
$1,370. Rental expenses for the six months ended June 30, 1996 was $2,550.
WILD WINGS, INC.
[A Development Stage Company]
NOTES TO CONDENSED & CONSOLIDATED FINANCIAL STATEMENTS
NOTE 8 - INCOME TAXES
Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect of income taxes.
The finanacial staments for prior years have not been restated and
the cumulative effect of the change in accounting principle was not
material in 1993 or for prior years.
The Company has available at December 31, 1995, unused operation loss
carryforwards of approximately $35,000, which may be applied against
future taxable income and which expire in various years beginning in
2004 through 2010. The amount of any ultimate realization of the
benefits from the operating loss carryforwards for income tax purposes
is dependent, in part, upon the tax laws in effect, the future earnings
of the Company, and other future revents, the effects of which cannot
be determined. Because of the uncertainty surrounding the realization
of the loss carryforwards the Company has established a valuation
allowance equal to the amount of the loss carryforwards and, therefore,
no deferred tax asset has been recognized for the loss carryforwards.
The net defferred tax assets are approximately $13,000 and $1,000 as
of Decvember 31, 1995 and 1994, respectively, with an offsetting
valuation allowance at each year end of the same amount resulting in
a change in the valuation allowance of $12,000 during 1995.
PART 1 FINANCIAL INFORMATION
ITEM 1 Financial Statements Required by Form 10Q
Wild Wings, Inc. (The "Company"), files herewith balance sheets of the
Company as of June 30, 1996 and December 31, 1995, and the related
statements of operations for the year end 1995, the three month period
ended June 30, 1996 and the six month period ended June 30, 1996.
In the opinion of the management of the Comapny, the financial statements
reflect all adjustments, all of which are normal recurring adjustments,
necessary to fairly present the financial condition of the company for the
interim periods presented. The financial statements included in this
report on form 10-Q should be read in conjunction with the audited
financial statements of the company for the year ended December 31, 1995.
ITEM 2 Results of Operations
The Company was incorporated on July 7, 1989. Although the Company was
incorporated in 1989 it has been inactive since inception. The Company
has recently commenced full scale business operations and generated no
significant revenues and is considered a development stage company.
The Company was only recently activated to raise funds from a public
offering and commence business operations. The company completed the
filing of a registration statement for a $100,000 public stock
offering that was closed on July 27, 1995.
In connection with these activities, in 1994 the officers and directors
of the Company contributed $3,000 of additional capital to the Company
in exchange for 300,000 shares of Common Stock. The Company also
issued 140,000 shares in a private offering of its Common Stock and
raised $7,000 from several investors.
On September 1, 1995 the company opened a hunting club, sporting clays
shooting range, and gun dog kennels for Utah Sportsmen. The Company
targets Utah's 70,000 plus upland game bird hunters with an exclusive
top quality hunting and shooting club that is easily accessible within
a one hour drive of Utah's major population centers. Members have the
opportunity to hunt with guides or on their own. The company leases
land that borders the southeast side of Utah Lake and provides
excellent bird habitat and cover. In addition, the Company breeds
and trains hunting dogs to service the members and to sell to the
bird hunting enthusiast. Revenues for the year ended December 31,
1995 were $91,552 and for the 3 months ended June 30, 1996 were
$17,828 and for the six month period ended June 30, 1996 were $47,917.
The company incurred total expenses of $103,505 for the year
ended December 31, 1995, $54,825 for the three months ended June 30, 1996
and $72,190 for the six months ended June 30, 1996.
At June 30, 1996, the Company had tangible assets in the amount
of $70,999 and $43,029 in liabilities, as compared to tangible assets
of $24,817 and liabilites of $43,070 as of June 30, 1995. The Company's
tangible assets and liabilities for the year endedDecember 31, 1995 were
$84,814 and $19,868 respectively.
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings
None
ITEM 2 Change in Securities
None
ITEM 3 Defaults on Senior Securities
None
ITEM 4 Submission on Matters to a Vote of Security Holders
None
ITEM 5 Other Information
None
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Wild Wings, Inc.
/s/ David N. Nemelka
David N. Nemelka August 12, 1996