REGISTRATION NO.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WIZBANG TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 4822 912061053
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) 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)
AGENT FOR SERVICE: WITH A COPY TO:
MIKE FRANKENBERGER, PRESIDENT JAMES L. VANDEBERG
WIZBANG TECHNOLOGIES INC. OGDEN MURPHY WALLACE
SUITE 679 185 -911 YATES STREET #2100 - 1601 5TH AVENUE
VICTORIA, BRITISH COLUMBIA V8V 4Y9, CANADA SEATTLE, WASHINGTON 98101
(250) 519-0553 (250) 519-0449 (206) 447-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. [x]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
- ------------- ---------------- -------------------- --------------- ------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ------------- ---------------- -------------------- --------------- ------------
Common stock 1,600,000 shares $0.0375 per share(1) $ 60,000.00 $ 15.00
- ------------- ---------------- -------------------- --------------- ------------
<FN>
(1) No exchange or over-the-counter market exists for Wizbang Technologies
Inc.'s common stock. No sale of Wizbang Technologies Inc.'s common stock has ever
been sold from one investor to another and the last issue of stock from treasury
occurred on March 3, 2001, when a total of 1,600,000 shares of Wizbang
Technologies Inc. common stock were sold at a price of $0.0375 per share. Wizbang
Technologies Inc. believes this transaction supports a bona fide estimate of
$0.0375 per share as the maximum offering price solely for the purpose of
calculating the amount of the registration fee pursuant to Rule 457(a) under the
Securities Act of 1933.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
WE WILL AMEND AND COMPLETE THE INFORMATION IN THIS PROSPECTUS. ALTHOUGH WE ARE
PERMITTED BY US FEDERAL SECURITIES LAW TO OFFER THESE SECURITIES USING THIS
PROSPECTUS, WE MAY NOT SELL THEM OR ACCEPT YOUR OFFER TO BUY THEM UNTIL THE
DOCUMENTATION FILED WITH THE SEC RELATING TO THESE SECURITIES HAS BEEN DECLARED
EFFECTIVE BY THE SEC. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
OR OUR SOLICITATION OF YOUR OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION
WHERE THAT WOULD NOT BE PERMITTED OR LEGAL.
PROSPECTUS
MAY 22, 2001
WIZBANG TECHNOLOGIES INC.
SUITE 679 185 -911 YATES STREET
VICTORIA, BRITISH COLUMBIA V8V 4Y9, CANADA
(250) 519-0553
1,600,000 Shares of Common Stock
to be sold by current shareholders
- - This is the resale of common stock of Wizbang Technologies Inc., by selling
shareholders
- - No public market currently exists for shares of Wizbang Technologies Inc.'s
common stock.
- - None of the proceeds from the sale of stock in this offering will be
available to Wizbang Technologies Inc.
- - No sale of Wizbang Technologies Inc.'s common stock has ever been sold from
one investor to another and the last issue of stock from treasury occurred
on March 3, 2001, when a total of 1,600,000 shares of Wizbang Technologies
Inc. common stock were sold at a price of $0.0375 per share. The price of
the shares will be determined through negotiations between the buyers and
sellers.
This is not an underwritten offering, and Wizbang Technologies Inc.'s stock is
not listed on any national securities exchange or the NASDAQ Stock Market.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 1.
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED
OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
NOR HAVE THEY MADE, NOR WILL THEY MAKE, ANY DETERMINATION AS TO WHETHER ANYONE
SHOULD BUY THESE SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Table Of Contents
Risk Factors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Determination of Offering Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Dilution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Description of Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Interests of Named Experts and Counsel. . . . . . . . . . . . . . . . . . . . . . . . 11
Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Market Price of and Dividends on Capital Stock and Other Stockholder Matters. . . . . 17
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Management's Discussion and Analysis of Financial Condition and Results of Operations 19
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 20
Directors and Executive Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Security Ownership of Certain Beneficial Owners and Management. . . . . . . . . . . . 22
Certain Relationships and Related Transactions. . . . . . . . . . . . . . . . . . . . 22
Disclosure of Commission Position on Indemnification for Securities Act Liabilities . 23
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing the common stock of
Wizbang Technologies Inc. Investing in Wizbang Technologies Inc.'s common stock
involves a high degree of risk.
WIZBANG TECHNOLOGIES INC. IS IN ITS EARLIEST STAGES OF DEVELOPMENT AND MAY NEVER
BECOME PROFITABLE
Wizbang Technologies Inc. is in the extreme early stages of development and
could fail before implementing its business plan. It must be regarded as a
"start up" venture that will incur net losses for the foreseeable future.
Wizbang Technologies Inc. has no operating history or revenues from operations,
and it faces unforeseen costs, expenses, problems and difficulties that could
easily prevent it from ever becoming profitable.
SUFFICIENT PENETRATION OF RECORDER TECHNOLOGY TO THE EXISTING MARKETPLACE MAY
NOT BE POSSIBLE
Wizbang Technologies Inc. has licensed a 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. The recorder operates basically the same as a VCR with
all the same play, fast forward, rewind, etc. functions. Once marketing begins
there is no guarantee that the marketplace will be sufficiently penetrated so
that Wizbang Technologies Inc. will become profitable. Any failure to establish
sufficient market penetration of the recording technology application would
prevent Wizbang Technologies Inc. from implementing its business plan, and could
cause its stock to be worthless.
INCREASES IN THE REACH TECHNOLOGIES INC. LICENSED PRODUCT LINE PRICES COULD
DESTROY WIZBANG TECHNOLOGIES INC.'S POTENTIAL FOR FUTURE PROFITABILITY
Any material price increases by Reach Technologies Inc. could decrease or
eliminate Wizbang Technologies Inc.'s potential profitability. Reach
Technologies Inc. has the right to increase the Reach Technologies Inc. licensed
product line prices on 30 days notice.
INTERRUPTIONS TO WIZBANG TECHNOLOGIES INC.'S ARRANGEMENTS WITH ITS SUPPLIER MAY
HAVE AN ADVERSE EFFECT ON ITS ABILITY TO OPERATE
If Wizbang Technologies Inc.'s supplier were to become bankrupt, Wizbang
Technologies Inc. would lose access to its manufacturing source, and its license
would become meaningless. Any termination or impairment of Wizbang Technologies
Inc.'s license rights and access to products would prevent Wizbang Technologies
Inc. from implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock.
WIZBANG TECHNOLOGIES INC. MAY DILUTE EXISTING SHAREHOLDERS BY COMPENSATING
SERVICE PROVIDERS BY ISSUING STOCK
1
Wizbang Technologies Inc. might seek to compensate providers of services by
issuance of stock in lieu of cash. Any such stock issuance would dilute
ownership interests of shareholders. For example, it is possible that Wizbang
Technologies Inc. would grant stock to compensate its marketing and sales
personnel with stock options. Irrespective of whether Wizbang Technologies
Inc.'s cash assets prove to be inadequate to meet its operational needs, Wizbang
Technologies Inc. might seek to compensate providers of services by issuance of
stock in lieu of cash, which again would dilute ownership interests of
shareholders.
COMPETITORS COULD DEVELOP ALTERNATIVE AND MORE COST-EFFECTIVE DATA RECORDER
PRODUCTS TO COMPETE DIRECTLY IN THE MARKETPLACE, WHICH COULD DESTROY WIZBANG
TECHNOLOGIES INC.'S POTENTIAL FOR FUTURE PROFITABILITY
Wizbang Technologies Inc.'s products compete against those of other established
companies, some of which have greater financial, marketing and other resources
than those of Wizbang Technologies Inc. These competitors may be able to
institute and sustain price wars, or develop products that could perform similar
to or better than the Reach Technologies Inc. licensed product line, resulting
in a reduction of Wizbang Technologies Inc.'s share of the market and limiting
or eliminating the profitability. In addition, there are no significant
barriers to new competitors entering the market place.
WIZBANG TECHNOLOGIES INC.'S SIGNIFICANT SHAREHOLDER COULD SELL HIS CONTROL BLOCK
TO AN OUTSIDE PARTY RESULTING IN A POSSIBLE CHANGE IN BUSINESS NOT CONSIDERED BY
OTHER SHAREHOLDERS
Wizbang Technologies Inc.'s significant shareholder, Mike Frankenberger, could
sell his control block to an outside party resulting in a majority of the voting
power being transferred to the purchaser(s). The result could be that new
shareholder(s) would control Wizbang Technologies Inc. and persons unknown could
replace Wizbang Technologies Inc.'s management. It is uncertain whether any
such replacements would continue to implement Wizbang Technologies Inc.'s
current business plan.
HEAVY DEPENDENCE ON ONE INDIVIDUAL WHO WILL NOT DEVOTE HIS FULL TIME AND
ATTENTION TO WIZBANG TECHNOLOGIES INC.'S AFFAIRS COULD RESULT IN DELAYS OR
BUSINESS FAILURE
Mike Frankenberger is serving as President and a Director. Loss of Mr.
Frankenberger's services may hamper Wizbang Technologies Inc.'s ability to
implement its business plan, and could cause its stock to be worthless. Wizbang
Technologies Inc. has found that Mr. Frankenberger's inability to devote his
full time and attention to Wizbang Technologies Inc.'s affairs has resulted in
delays in progress towards the implementation of its business plan. Mr.
Frankenberger's inability to devote his full time and attention to Wizbang
Technologies Inc.'s affairs may also result in a failure to implement its
business plan. Wizbang Technologies Inc. is heavily dependent upon the skills,
talents and abilities of Mr. Frankenberger to implement its business plan.
Because investors will not be able to evaluate the merits of Wizbang
Technologies Inc.'s business decisions, they should carefully and critically
assess Mr. Frankenberger's background.
2
HEAVY DEPENDENCE ON ONE INDIVIDUAL WHO HAS LITTLE MARKETING EXPERIENCE COULD
RESULT IN DELAYS OR BUSINESS FAILURE
Because of lack of marketing experience, Wizbang Technologies Inc. may
overestimate the marketability of the Reach Technologies Inc. licensed product
line and may underestimate the costs and difficulties associated with selling
and distributing the Reach Technologies Inc. licensed product line. Any such
unanticipated costs or difficulties could prevent Wizbang Technologies Inc. from
implementing its business plan, thereby limiting its profitability and
decreasing the value of its stock. Mr. Frankenberger has no experience in
implementing an extensive sales campaign for the Reach Technologies Inc.
licensed product line. Mr. Frankenberger is not a sales or marketing
professional by trade.
WIZBANG TECHNOLOGIES INC. DOES NOT HAVE ANY EMPLOYMENT AGREEMENTS WITH ITS SOLE
OFFICER AND DIRECTOR, MR. FRANKENBERGER, LEAVING THE POSSIBILITY OPEN THAT HE
COULD LEAVE AND COMPETE WITH WIZBANG TECHNOLOGIES INC.
If Wizbang Technologies Inc. loses the services of its president, Mr.
Frankenberger or if he should decide to join a competitor or otherwise compete
directly or indirectly with Wizbang Technologies Inc., technical or financial
information could be used or provided to a competitor causing Wizbang
Technologies Inc.'s stock to be worthless. Wizbang Technologies Inc. does not
have an employment agreement with Mr. Frankenberger. As a result, there is no
assurance that he will continue to manage Wizbang Technologies Inc.'s affairs in
the future.
WIZBANG TECHNOLOGIES INC. HAS NOT OBTAINED KEY MAN LIFE INSURANCE FOR ITS SOLE
OFFICER AND DIRECTOR, MR. FRANKENBERGER, LEAVING THE POSSIBILITY WIZBANG
TECHNOLOGIES INC. MAY NOT RECOVER FROM HIS INCAPACITATION
Wizbang Technologies Inc. has not obtained a key man life insurance policy on
its president, Mr. Frankenberger. As a result, Wizbang Technologies Inc. may
not be able to replace Mr. Frankenberger should a serious accident befall him.
WIZBANG TECHNOLOGIES INC. MAY CONSIDER BUSINESS COMBINATIONS RESULTING IN A
POSSIBLE CHANGE IN BUSINESS NOT CONSIDERED BY OTHER SHAREHOLDERS
Wizbang Technologies Inc. may make investments in or acquire complementary
products, technologies and businesses, or a business completely unrelated to
Wizbang Technologies Inc.'s current business plan. Acquisition of a completely
unrelated business would result in a change of business not contemplated by
existing shareholders. Wizbang Technologies Inc. may consider a future financing
or business combination that, because of the size of the related stock issuance,
would result in a majority of the voting power being transferred to the
investor(s). The result could be that new shareholder(s) would control Wizbang
Technologies Inc. and persons unknown could replace Wizbang Technologies Inc.'s
management. It is uncertain whether any such replacements would continue to
implement Wizbang Technologies Inc.'s current business plan and in any event may
result in a new management team not considered by existing shareholders. Wizbang
Technologies Inc. has had no discussions with third parties regarding business
opportunities and there currently are no business acquisitions that are
probable.
3
WIZBANG TECHNOLOGIES INC. MAY ENTER IN TO NEW LINE OF BUSINESS WHICH INVESTORS
COULD NOT EVALUATE RESULTING IN A POSSIBLE CHANGE IN BUSINESS NOT CONSIDERED BY
OTHER SHAREHOLDERS
In the event of a business combination, acquisition, or change in shareholder
control, Wizbang Technologies Inc. may enter in to a new line of business which
an investor did not anticipate and in which that investor may not want to
participate. Wizbang Technologies Inc. may make investments in or acquire
complementary products, technologies and businesses, or businesses completely
unrelated to Wizbang Technologies Inc.'s current business plan. Similarly, an
asset acquisition or business combination would likely include the issuance of a
significant amount of Wizbang Technologies Inc.'s common stock, which may result
in a majority of the voting power being transferred to new investors. New
investors may replace Wizbang Technologies Inc.'s management. New management
may decide not to continue to implement Wizbang Technologies Inc.'s current
business plan, and may decide to enter into a business completely unrelated to
Wizbang Technologies Inc.'s current business plan which an investor did not
anticipate and in which that investor may not want to participate. In such
case, an investor could not only lose its entire investment, but could lose its
entire investment on a business decision it did not get to evaluate at the time
of investing in Wizbang Technologies Inc
POTENTIAL BUSINESS COMBINATIONS COULD BE DIFFICULT TO INTEGRATE AND DISRUPT
BUSINESS.
If Wizbang Technologies Inc. acquires a company; it could face difficulties in
assimilating that company's personnel and operations. Acquisitions also involve
the need for integration into existing administration, services marketing, and
support efforts. These acquisitions and investments could disrupt its ongoing
business, distract management and employees and increase its expenses. In
addition, the key personnel of the acquired company may decide not to work for
Wizbang Technologies Inc. Any amortization of goodwill or other assets, or other
charges resulting from the costs of these acquisitions, could increase Wizbang
Technologies Inc.'s operating costs.
POTENTIAL BUSINESS COMBINATIONS COULD INCREASE OPERATING COSTS AND COULD DESTROY
WIZBANG TECHNOLOGIES INC.'S POTENTIAL FOR FUTURE PROFITABILITY
Wizbang Technologies Inc. cannot predict the extent to which its liquidity and
capital resources will be diminished prior to consummation of a business
combination or whether its capital will be further depleted by the operation
losses (if any) of a business entity that is acquired.
WIZBANG TECHNOLOGIES INC. MAY UNDERTAKE INVESTMENT RISKS THAT ARE DILUTIVE AND
THAT COULD ADVERSELY IMPACT FUTURE EARNINGS PER SHARE
Any asset acquisition or business combination would likely include the issuance
of a significant amount of Wizbang Technologies Inc.'s common stock, which would
dilute the ownership interest of holders of existing shares of Wizbang
Technologies Inc.'s common stock.
4
WIZBANG TECHNOLOGIES INC. MAY UNDERTAKE INVESTMENT RISKS THAT SHAREHOLDERS MIGHT
NOT OTHERWISE ACCEPT
Wizbang Technologies Inc.'s stockholders could lose their entire investment on a
business decision they did not get to evaluate at the time of investing in
Wizbang Technologies IncDepending on the nature of the transaction, Wizbang
Technologies Inc.'s stockholders may not have an opportunity to vote on whether
to approve it. As a result, Wizbang Technologies Inc.'s management could enter
into a transaction that an investor would not want to invest in.
CONFLICTS OF INTEREST BETWEEN WIZBANG TECHNOLOGIES INC.'S SIGNIFICANT
SHAREHOLDER AND THE COMPANY COULD RESULT IN ADVERSE TREATMENT
Mike Frankenberger, Wizbang Technologies Inc's majority shareholder is a
one-third owner in Reach Technologies, the licensor of the technology, which
forms the basis of Wizbang Technologies Inc's business plan. As a result, Mr.
Frankenberger has a potential conflict of interest between his investment and
role in Wizbang Technologies Inc. and his investment in Reach Technologies,
which may result in Mr. Frankenberger making decisions which may be more
favorable to Reach Technologies than to Wizbang Technologies IncThere is no
procedure in place, which would allow Mr. Frankenberger to resolve potential
conflicts in an arms-length fashion. Any adverse decisions could limit or
eliminate Wizbang Technologies Inc.'s profitability.
YOU MAY BE UNABLE TO EFFECTIVELY EVALUATE WIZBANG TECHNOLOGIES INC. FOR
INVESTMENT PURPOSES, BECAUSE IT HAS NO OPERATING HISTORY AND ITS BUSINESS MODEL
IS UNPROVEN
There is no assurance that Wizbang Technologies Inc. will provide a return on
investment in the future. Wizbang Technologies Inc. has not achieved
profitability, and expects to incur net losses for the foreseeable future. As a
result of Wizbang Technologies Inc.'s limited operating history, it is difficult
to accurately forecast its potential revenue, and there is no meaningful
historical financial data upon which to base planned operating expenses. Wizbang
Technologies Inc. is a relatively young company with no history of earnings or
profits, its revenue and income potential is unproved and its business model is
still emerging.
IF WIZBANG TECHNOLOGIES INC. DOES NOT BECOME PROFITABLE, IT MAY BE UNABLE TO
RENEW ITS REACH TECHNOLOGIES INC. LICENSE, WHICH WOULD ELIMINATE ITS SOLE
PRODUCT LINE
If Wizbang Technologies Inc. does not become profitable; it may be unable to
maintain its Reach Technologies Inc. License, which would eliminate its sole
product line. If Wizbang Technologies Inc. does achieve profitability, it
cannot be certain that it will sustain or increase it. An investor in Wizbang
Technologies Inc.'s common stock must consider the risks and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets. Wizbang Technologies Inc.'s ability to achieve and then sustain
favorable operating results will depend on a number of factors, including costs
related to:
- - identifying prospective purchasers,
- - marketing to prospective purchasers, and
- - initial product discounts, if any.
5
SIGNIFICANT INCREASES IN OPERATION EXPENDITURES MAY PREVENT WIZBANG TECHNOLOGIES
INC. FROM ACHIEVING PROFITABILITY AND COULD RESULT IN BUSINESS FAILURE
Wizbang Technologies Inc. expects to significantly increase its operating
expenses in order to market and distribute the Reach Technologies Inc. licensed
product line. In addition, Reach Technologies Inc. has the right to increase its
prices to Wizbang Technologies Inc. on 30 days notice. As a result it may not
generate enough revenue to achieve profitability.
WIZBANG TECHNOLOGIES INC. MAY NEED ADDITIONAL FINANCING WHICH MIGHT RANK AHEAD
OF SHAREHOLDER'S INTERESTS AND IN THE EVENT OF A BANKRUPTCY SHAREHOLDERS COULD
LOSE THEIR ENTIRE INVESTMENT
If Wizbang Technologies Inc. raises additional funds through the issuance of
equity, equity-related or convertible debt securities, these securities may have
rights, preferences or privileges senior to those of the rights of its common
stock and its stockholders may experience additional dilution. In the event of a
bankruptcy shareholders could loose their entire investments as a result of the
senior preferences or privileges. Wizbang Technologies Inc. has very limited
funds, and its funds may be inadequate to implement its business plan. Wizbang
Technologies Inc. may require additional working capital to fund its business.
WIZBANG TECHNOLOGIES INC. MAY NOT BE ABLE TO RAISE ADDITIONAL FINANCING IF
NEEDED FOR ITS BUSINESS AND IN THE EVENT OF A BANKRUPTCY SHAREHOLDERS COULD LOSE
THEIR ENTIRE INVESTMENT
Wizbang Technologies Inc.'s ultimate success may depend on its ability to raise
additional capital. Failure to raise the neces-sary funds in a timely fashion
will severely limit Wizbang Technologies Inc.'s operations and it would be
unable to implement its business plan. No commitments to provide additional
funds have been made by management or other shareholders. Wizbang Technologies
Inc. has not investigated the availability, source or terms that might govern
the acquisition of additional financing. When additional capital is needed,
there is no assurance that funds will be available from any source or, if
available, that they can be obtained on terms acceptable to Wizbang Technologies
Inc.
WIZBANG TECHNOLOGIES INC. HAS NOT TAKEN ANY STEPS TO HAVE ITS COMMON STOCK
LISTED ON THE OTC BULLETIN BOARD, HAS NO IMMEDIATE PLANS TO DO SO AND THUS THERE
IS NO GUARANTEE OF APPROVAL FOR LISTING, AND ACCORDINGLY SHAREHOLDERS MAY HAVE
DIFFICULTY SELLING THEIR SHARES.
There is no guarantee that Wizbang Technologies Inc. will be approved for
listing on the bulletin board, and accordingly shareholders may have difficulty
selling their shares without considerable delay, if at all. Wizbang Technologies
Inc. has not taken any steps to have its shares listed on the OTC bulletin board
and has no immediate plans to do so. Although Wizbang Technologies Inc. intends
to apply to have its shares traded on the OTC bulletin board shortly after it
has a sufficient number of shareholders to interest a market maker in making a
market in its securities there is no guarantee that this will occur.
6
WIZBANG TECHNOLOGIES INC. COMMON STOCK HAS NO PRIOR MARKET, AND PRICES MAY
DECLINE AFTER THE OFFERING
There is no public market for Wizbang Technologies Inc.'s common stock and no
assurance can be given that a market will develop or that any shareholder will
be able to liquidate his investment without considerable delay, if at all. The
trading market price of Wizbang Technologies Inc.'s common stock may decline
below the offering price. If a market should develop, the price may be highly
volatile. In addition, an active public market for Wizbang Technologies Inc.'s
common stock may not develop or be sustained. All of Wizbang Technologies
Inc.'s outstanding shares, except for those of Mike Frankenberger's, are being
registered for sale pursuant to this offering. If Wizbang Technologies Inc.'s
selling stockholders sell substantial amounts of common stock in the public
market, the market price of Wizbang Technologies Inc.'s common stock could fall.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact on the market price of Wizbang Technologies Inc.'s
securities. Owing to the low price of the securities many brokerage firms may
not be willing to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in Wizbang Technologies Inc.'s
common stock, the combination of brokerage commissions, state transfer taxes, if
any, and other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of such securities as collateral
for loans. Thus, a purchaser may be unable to sell or otherwise realize the
value invested in Wizbang Technologies Inc. stock.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF WIZBANG
TECHNOLOGIES INC. STOCK DUE TO STATE BLUE SKY LAWS
Because Wizbang Technologies Inc.'s securities have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
those persons desiring to purchase them in any trading market that may develop
in the future should be aware that there may be significant state blue sky law
restrictions on the ability of investors to sell and on purchasers to buy
Wizbang Technologies Inc.'s securities. Investors may be unable to sell their
stock in Wizbang Technologies Inc. Accordingly, investors should consider the
secondary market for Wizbang Technologies Inc.'s securities to be a limited one.
Investors may be unable to resell their stock without the significant expense of
state registration or qualification.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF WIZBANG
TECHNOLOGIES INC. STOCK DUE TO FEDERAL PENNY STOCK REGULATIONS
Because Wizbang Technologies Inc.'s securities will constitute "penny stock"
within the meaning of the rules may affect the ability of owners of Wizbang
Technologies Inc.'s shares to resell their securities . The Securities and
Exchange Commission has adopted a number of rules to regulate "penny stocks."
Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6,
15g-7, and 15g-9 under the Securities and Exchange Act of 1934. The rules
7
require broker-dealers to make certain disclosures regarding penny stocks to
potential buyers, and make a determination based upon information provided by
the potential buyer about such buyer's suitability for investing in penny
stocks. Because Wizbang Technologies Inc.'s securities will constitute "penny
stock" within the meaning of the rules, the rules would apply to Wizbang
Technologies Inc. and its securities and there may be a limited market for penny
stocks, due to the regulatory burdens on broker-dealers.
INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF WIZBANG
TECHNOLOGIES INC. STOCK DUE TO THE WAY IN WHICH STOCK TRADES ARE HANDLED BY
BROKER-DEALERS
Because of large broker-dealer spreads, investors may be unable to sell the
stock immediately back to the broker-dealer at the same price the broker-dealer
sold the stock to the investor. In some cases, the stock may fall quickly in
value. Investors may be unable to reap any profit from any sale of the stock, if
they can sell it at all. The market among broker-dealers may not be active.
Investors in penny stock often are unable to sell stock back to the dealer that
sold them the stock. The mark ups or commissions charged by the broker-dealers
may be greater than any profit a seller may make.
THE MARKET FOR PENNY STOCKS HAS SUFFERED IN RECENT YEARS FROM PATTERNS OF FRAUD
AND ABUSE WHICH MAY CAUSE INVESTORS TO LOSE THEIR INVESTMENT
Shareholders should be aware that, according to the Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse which could cause investors to
lose their entire investment. Such patterns include:
- - control of the market for the security by one or a few broker-dealers that
are often related to the promoter or issuer;
- - manipulation of prices through prearranged matching of purchases and sales
and false and misleading press releases;
- - "boiler room" practices involving high pressure sales tactics and
unrealistic price projections by inexperienced sales persons;
- - excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and
- - the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level, along with
the inevitable collapse of those prices with consequent investor losses.
8
OTHER RISKS
YOU SHOULD NOT RELY ON FORWARD-LOOKING STATEMENTS BECAUSE THEY ARE INHERENTLY
UNCERTAIN
This prospectus contains forward-looking statements that involve risks and
uncertainties. Wizbang Technologies Inc.'s actual results could differ
materially from those anticipated in these forward-looking statements for many
reasons, including the risks faced by Wizbang Technologies Inc. described in
"Risk Factors" and elsewhere in this prospectus. We use words such as
"anticipates", "believes", "plans", "expects", "future", "intends" and similar
expressions to identify these forward-looking statements. Prospective investors
should not place undue reliance on these forward-looking statements, which apply
only as of the date of this prospectus.
USE OF PROCEEDS
This prospectus is part of a registration statement that permits selling
shareholders to sell their shares on a continuous or delayed basis in the
future. Because this prospectus is solely for the purpose of selling
shareholders, Wizbang Technologies Inc. will not receive any proceeds from the
sale of stock being offered. Proceeds from the original offering of $60,000 were
raised for the purpose of providing working capital.
DETERMINATION OF OFFERING PRICE
This offering is solely for the purpose of allowing Wizbang Technologies Inc.'s
shareholders to sell their stock. The selling shareholders may sell their
shares when the registration statement becomes effective, or they may elect to
sell some or all of their shares at a later date. As the market develops, the
selling shareholders will determine the price for the stock. Wizbang
Technologies Inc. has 10,100,000 shares of common stock issued and outstanding,
of which 8,500,000 shares were issued on September 22, 2000 at $0.002 per share,
and 1,600,000 shares were issued on March 3, 2001. All stock was issued based
on a valuation by the Board of Directors. No sale of Wizbang Technologies
Inc.'s common stock has ever been sold from one investor to another and the last
issue of stock from treasury occurred on March 3, 2001, when a total of
1,600,000 shares of Wizbang Technologies Inc. common stock were sold at a price
of $0.0375 per share.
DILUTION
This offering is for sales of stock by existing Wizbang Technologies Inc.
shareholders on a continuous or delayed basis in the future. Sales of common
stock by shareholders will not result in any substantial change to the net
tangible book value per share before and after the distribution of shares by the
selling shareholders. There will be no change in net tangible book value per
share attributable to cash payments made by purchasers of the shares being
offered. Prospective investors should be aware, however, that the price of
Wizbang Technologies Inc.'s shares may not bear any rational relationship to net
tangible book value per share.
SELLING SHAREHOLDERS
The following are the shareholders for whose accounts the shares are being
offered; the amount of securities owned by such shareholder prior to this
offering; the amount to be offered for such shareholder's account; and the
9
amount to be owned by such shareholder following completion of the offering.
Other than as disclosed below, no selling shareholder holds or has held during
the past three years any position, office, or other material relationship with
Wizbang Technologies Inc.
Number of
Position with Number of Number of Shares After
Name Company Shares Owned Shares Offered Sale (1)
- ------------------ ------------- ------------ -------------- ------------
Bolina Investments None 400,000 400,000 0
Limited
Decuma Corporation None 400,000 400,000 0
Clavie Corporation None 400,000 400,000 0
OPUS 1 Corporation None 400,000 400,000 0
<FN>
(1) This table assumes that each of the above named shareholders will sell all
of its shares available for sale during the effectiveness of the registration
statement that includes this prospectus. Shareholders are not required to sell
their shares. See "Plan of Distribution."
PLAN OF DISTRIBUTION
This is not an underwritten offering. This prospectus is part of a registration
statement that permits selling shareholders to sell their shares on a continuous
or delayed basis in the future. Selling shareholders may sell their shares to
the public when the registration statement becomes effective, or they may elect
to sell some or all of their shares at a later date. Wizbang Technologies Inc.
has not committed to keep the registration statement effective for any set
period of time.
While the registration statement is effective, selling shareholders may sell
their shares directly to the public, without the aid of a broker or dealer, or
they may sell their shares through a broker or dealer if Wizbang Technologies
Inc.'s stock is authorized for inclusion on the OTC bulletin board. Any
commission, fee or other compensation of a broker or dealer would depend on the
brokers or dealers involved in the transaction. The selling shareholders have
not entered into any arrangements, or understandings with any brokers or dealers
to facilitate the sale of Wizbang Technologies Inc.'s stock.
No public market currently exists for shares of Wizbang Technologies Inc.'s
common stock. Wizbang Technologies Inc. intends to apply to have its shares
traded on the OTC bulletin board under the symbol "WIZB". Wizbang Technologies
Inc. has not taken any actions to have its shares traded on the OTC bulletin
board. Wizbang Technologies Inc. intends to apply to have its shares traded on
the OTC bulletin board immediately after it has met the listing standards for
the OTC bulletin board as set out by the National Association of Stock Dealers.
In the case of Wizbang Technologies Inc. these listing standards are:
10
- - An effective Registration Statement Under The Securities Act of 1933
- - To remain current with its quarterly and annual report filings with the
Securities and Exchange Commission
- - At least one market maker to make a market in its securities
Other than to remain current with its quarterly and annual report filings,
Wizbang Technologies Inc. needs to achieve a sufficient number of shareholders
to interest a market maker in making a market in its securities. There is no
minimum number of shareholders required for a stock to trade on the OTC
Bulleting Board. Wizbang Technologies Inc. anticipates that a registered
offering by its selling shareholders may result in its stock being held by
enough shareholders to interest a market maker to make a market in trading
Wizbang Technologies Inc's stock.
DESCRIPTION OF CAPITAL STOCK
Wizbang Technologies Inc.'s authorized capital consists of 100,000,000 shares of
common stock, par value $.0001 per share and 20,000,000 of preferred stock, par
value $.0001 per share. Immediately prior to this offering, 10,100,000 common
shares were issued and outstanding. Each record holder of common stock is
entitled to one vote for each share held on all matters properly submitted to
the shareholders for their vote. The articles of incorporation do not permit
cumulative voting for the election of directors, and shareholders do not have
any preemptive rights to purchase shares in any future issuance of Wizbang
Technologies Inc.'s common stock.
Because the holders of shares of Wizbang Technologies Inc.'s common stock do not
have cumulative voting rights, the holders of more than 50% of Wizbang
Technologies Inc.'s outstanding shares, voting for the election of directors,
can elect all of the directors to be elected, if they so choose. In such event,
the holders of the remaining shares will not be able to elect any of Wizbang
Technologies Inc.'s directors.
The holders of shares of common stock are entitled to dividends, out of funds
legally available therefor, when and as declared by the Board of Directors. The
Board of Directors has never declared a dividend and does not anticipate
declaring a dividend in the future. In the event of liquidation, dissolution or
winding up of the affairs of Wizbang Technologies Inc., holders are entitled to
receive, ratably, the net assets of Wizbang Technologies Inc. available to
shareholders after payment of all creditors.
To the extent that additional shares of Wizbang Technologies Inc.'s common stock
are issued, the relative interests of existing shareholders may be diluted.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Neither James Stafford Chartered Accountants (Auditors) or Ogden Murphy Wallace
(Legal Counsel) was employed on a contingent basis in connection with the
registration or offering of Wizbang Technologies Inc.'s common stock.
11
DESCRIPTION OF BUSINESS
GENERAL
Wizbang Technologies Inc. was incorporated under the laws of the State of
Washington on September 22, 2000, and is in its early developmental and
promotional stages. To date, Wizbang Technologies Inc.'s only activities have
been organizational, directed at acquiring its principal asset, raising its
initial capital and developing its business plan. Wizbang Technologies Inc. has
not commenced commercial operations. Wizbang Technologies Inc. has no full time
employees and owns no real estate.
PRODUCT DESCRIPTION
Wizbang Technologies Inc.'s principal asset is a 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.
THE LICENSE
On September 22, 2000, Wizbang Technologies Inc. acquired from Reach
Technologies Inc. the rights to distribute the Reach Technologies Inc. recorder
product line for the purpose of selling the product in the marketplace. Wizbang
Technologies Inc., which at the time was owned by Wizbang Technologies Inc.'s
president, Mike Frankenberger, a one third shareholder in Reach Technologies
Inc., paid $16,000 for the license. There were no negotiations between the
parties with regard to the acquisition.
Wizbang Technologies Inc.'s business plan is to conduct a market analysis, and
then hire sales staff to begin marketing the licenced product line. Wizbang
Technologies Inc. anticipates that the market analysis will take about 5 months
with hiring of sales staff and marketing of the product line beginning in
November 2001.
Under its license with Reach Technologies Inc., Wizbang Technologies Inc. has
the exclusive right to distribute and market the Reach Technologies Inc.
licensed product line in North Dakota, South Dakota, Nebraska, Kansas, Montana,
Wyoming, and Colorado for an initial period beginning September 22, 2000,
expiring September 30, 2004. The current price to Wizbang Technologies Inc. for
the product line is as follows:
12
PRODUCT MODEL NUMBER WHOLESALE
PRICE
(US DOLLARS)
- ------------------------------ ------------ -------------
DIGITAL DATA RECORDER
(LABORATORY)
10 Mbps DDR Base DDR-10-L $ 9,100
20 Mbps DDR Base DDR-20-L $ 11,200
40 Mbps DDR Base DDR-40-L $ 14,000
DIGITAL DATA RECORDER
(PORTABLE)
10 Mbps DDR Base DDR-10-P $ 11,900
20 Mbps DDR Base DDR-20-P $ 14,000
40 Mbps DDR Base DDR-40-P $ 16,800
DIGITAL DATA RECORDER
(RACKMOUNT)
10 Mbps DDR Base DDR-10-R $ 9,800
20 Mbps DDR Base DDR-20-R $ 11,900
40 Mbps DDR Base DDR-40-R $ 14,700
DIGITAL DATA RECORDER
(OPTIONS)
IRIG-B Time Code Input/Output DDR-IRIG-B $ 2,700
IRIG-A/B Time Code
Input/Output DDR-IRIG-AB $ 3,150
Software Development Kit DDR-SDK $ 1,000
DIGITAL DATA RECORDER
(TRANSPORTS)
DAT [12 GByte/8 Mbps] DDR-DAT $ 1,300
DAT Transport Software DDR-DAT-SW $ 900
Exabyte [7 GByte/8 Mbps] DDR-EXA $ 1,620
Exabyte Transport Software DDR-EXA-SW $ 900
DLT [35 Gbyte/40 Mbps] DDR-DLT $ 6,500
DLT Transport Software DDR-DLT-SW $ 1,800
Disk [9 Gbyte / 40 Mbps] DDR-Disk-9 $ 1,080
Disk [18 Gbyte / 40 Mbps] DDR-Disk-18 $ 1,530
Disk Transport Software DDR-Disk-SW $ 900
Reach Technologies Inc. may change the price on 30 days' notice.
13
The license agreement may be renewed by mutual agreement between Wizbang
Technologies Inc. and Reach Technologies Inc. for additional three-year periods.
The agreement may be terminated by Wizbang Technologies Inc. at any time upon
notice to Reach Technologies Inc., and by Reach Technologies Inc. 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.
BACKGROUND TO DEVELOPMENT OF THE PRODUCT
Reach Technologies Inc. began developing its recorder product line in 1993.
These recorders are used in satellite ground station development and operations
as well as aircraft testing. These products, to be sold by Wizbang Technologies
Inc., provide low cost portable data recording and playback to the satellite and
aircraft industries. The products do this by relying on high performance
personal computers, advanced digital tape and modern hard disk technology,
custom hardware developments and innovative ways to provide real-time data
handling capabilities to the non real-time Microsoft Windows 98 environment and
in the Windows NT environment. The fastest product is in a range that satisfies
the needs of many existing satellite systems.
The fields of science and technology that are involved in the technology
include:
- - Digital data recording devices;
- - Computer software (real-time systems and graphical user interfaces); and
- - Custom and off the shelf computer hardware.
The technology is proprietary and not patented. The technology behind the
licensed product line was developed when Reach Technologies realized that many
data recorder products were not user friendly and did not support commercially
available off the shelf disk and tape transports. This meant that competitors
had high life cycle costs as a result of expensive media, increased maintenance,
and calibration requirements. By supporting commercially available off the shelf
replacement parts the product line was able to gain a competitive edge against
long established competitors in the industry. All the recorders share the same
architecture and support the same transport devices. The difference between
models is in the maximum sustainable speed for recording and playback of data.
ABOUT THE PRODUCT
Wizbang Technologies Inc. feels that the recorders' competitive advantage over
other products are its relatively low price and its use of commercially
available off the shelf replacement parts that are easily replaced when worn out
and covered by reputable manufactures warranties.
The recorders are designed for recording data at rates from 0 to 40 Mbps. The
recorders are used to record and play data. The recorders feature a design that
supports the generation, manipulation, and analysis of data. Features, like
scheduled operation and flexible Input/Output make the recorder ideal for
operational data collection systems and for system development. The recorder is
based on the standard Intel PC platform running either Windows 98, Windows 2000
or Windows NT.
14
The recorder supports commercially available off the shelf disk and tape
transports with small computer system interfaces. The use of commercially
available off the shelf components provides low life cycle costs as a result of
inexpensive media, reduced maintenance, and no calibration requirements.
Selection of the recording media is based on the maximum data rate, recording
duration, and cost considerations.
SHORT-TERM PLAN OF OPERATION FOR THE PERIOD ENDING MAY 31, 2002
The initial step that Wizbang Technologies Inc. plans to take is to identify
target companies and develop a sales force to approach these companies. 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. Once
target companies are identified, Wizbang Technologies Inc. will begin marketing
the product. It will be difficult for a small entrant into this market to gain
market share given the complexity of the industry and potential competition,
however Wizbang Technologies Inc. believes that the licensed product line can be
successfully sold into the marketplace. In general competitors do not support
commercially available off the shelf components and as a result their products
are expensive to manufacture and support. Wizbang Technologies Inc.'s licensed
product line is less expensive to manufacture and support. The product line is
also priced less than its competitors. Wizbang Technologies Inc. believes that
with a marketing budget and with quality product and people it will be able to
successfully compete with larger more established companies and gain market
share. The data recorders will be manufactured by Reach Technologies Inc.
Reach Technologies Inc. has indicated that experience shows the typical sales
cycle for the product is 6 to 8 months from lead generation to order. Because
the sales cycle is typically long and the offering under this prospectus is
solely for selling shareholders, Wizbang Technologies Inc. may need to raise
funds to develop its license rights. By raising additional funds through the
sale of common stock or securities convertible into common stock, the ownership
interest of holders of existing shares of Wizbang Technologies Inc.'s common
stock will be diluted.
Although the product offers low life cycle costs as a result of inexpensive
media, reduced maintenance, and no calibration requirements, there is no
guarantee that the marketplace will conclude that reduced costs are worth not
dealing with established companies already in the marketplace. Wizbang
Technologies Inc. recognizes this fact. To address this possibility, Wizbang
Technologies Inc. does not discount other business opportunities that may be
available to it, whether in the form of asset acquisitions or business
combinations. Wizbang Technologies Inc.'s officer and director, Mike
Frankenberger, may devote a portion of the time he devotes to Wizbang
Technologies Inc. evaluating business opportunities that may be available.
Wizbang Technologies Inc. has had no discussions with any third parties
regarding business opportunities. Any asset acquisition or business combination
would likely include the issuance of a significant amount of Wizbang
Technologies Inc.'s common stock, which would dilute the ownership interest of
holders of existing shares of Wizbang Technologies Inc.'s common stock.
15
INDUSTRY CONDITIONS AND COMPETITION
Wizbang Technologies Inc. is currently aware several products that compete
directly in its primary target market but is unaware of any other product that
uses a standard PC platform running Windows to implement the recorder. It is
possible that another company could develop a similar product that uses a
standard PC platform running Windows to implement the recorder to compete
directly with Wizbang Technologies Inc.'s product. Wizbang Technologies Inc. may
have to compete with such companies in the future. Wizbang Technologies Inc.
does not yet know whether the sale of the product will result in profitability.
EMPLOYEES
Wizbang Technologies Inc. is a development stage company and currently has no
employees. Wizbang Technologies Inc. is currently managed by Mike
Frankenberger, its only officer and director and a one third owner in Reach
Technologies (the "Licensor"). Wizbang Technologies Inc. looks to Mr.
Frankenberger for his entrepreneurial and financial skills and talents. His
experience includes working with Reach Technologies Inc. since its inception in
1993. He has extensive financial experience, covering a broad spectrum of
businesses. His experience includes working as chief financial officer for an
Internet service provider and most recently as the as the chief financial
officer of a small regional telecommunications company.
Management plans to use consultants, attorneys and accountants as necessary and
does not plan to engage any full-time employees in the near future. Once
Wizbang Technologies Inc. completes its marketing plan, its priority will shift
to implementing that plan. The marketing plan would focus on two major goals:
identifying the most likely prospects for installing the recorders and retaining
one or more qualified individuals to market product to those prospects. Wizbang
Technologies Inc. would hire marketing employees based on the projected size of
the market and the compensation necessary to retain qualified sales employees.
A portion of any employee compensation likely would include the right to acquire
stock in Wizbang Technologies Inc., which would dilute the ownership interest of
holders of existing shares of Wizbang Technologies Inc.'s common stock.
AVAILABLE INFORMATION
Wizbang Technologies Inc. has filed with the Securities and Exchange Commission
a registration statement on Form S-1 with respect to the common stock offered by
this prospectus. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the registration
statement or the exhibits and schedules which are parts of the registration
statement. For further information with respect to Wizbang Technologies Inc.
and its common stock, see the registration statement and the exhibits and
schedules thereto. Any document Wizbang Technologies Inc. files may be read and
copied at the Commission's Public Reference Room located at 450 Fifth Street
N.W., Washington D.C. 20549, and the public reference rooms in New York, New
16
York, and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information about the public reference rooms. Wizbang Technologies
Inc.'s filings with the Commission are also available to the public from the
Commission's website at http://www.sec.gov.
Upon completion of this offering, Wizbang Technologies Inc. will become subject
to the information and periodic reporting requirements of the Securities
Exchange Act and, accordingly, will file periodic reports, proxy statements and
other information with the Commission. Such periodic reports, proxy statements
and other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.
DESCRIPTION OF PROPERTY
Wizbang Technologies Inc. currently maintains limited office space, occupied by
Mr. Frankenberger, for which it pays no rent. Its address is 3650 West 30th
Avenue, Vancouver, British Columbia V6S 1W8, CANADA, and its phone number is
(604) 224 3520. The office space is owned by the wife of a director of Reach
Technologies Inc. Wizbang Technologies Inc. does not believe that it will need
to obtain additional office space at any time in the foreseeable future until
its business plan is more fully implemented, at which time it may need office
facilities. It is intended that any such facilities would be located in Blaine
or Ferndale, Washington.
LEGAL PROCEEDINGS
Wizbang Technologies Inc. is not a party to any material pending legal
proceedings, and none of its property is the subject of a pending legal
proceeding. Further, the officer and director knows of no legal proceedings
against Wizbang Technologies Inc. or its property contemplated by any
governmental authority.
MARKET PRICE OF AND DIVIDENDS ON CAPITAL
STOCK AND OTHER SHAREHOLDER MATTERS
No established public trading market exists for Wizbang Technologies Inc.'s
securities. Wizbang Technologies Inc. has no common equity subject to
outstanding purchase options or warrants. Wizbang Technologies Inc. has no
securities convertible into its common equity. There is no common equity that
could be sold pursuant to Rule 144 under the Securities Act or that, except for
this offering, Wizbang Technologies Inc. has agreed to register under the
Securities Act for sale by shareholders. Except for this offering, there is no
common equity that is being, or has been publicly proposed to be, publicly
offered by Wizbang Technologies IncThe principal operations of Wizbang
Technologies Inc. have not yet commenced.
Wizbang Technologies Inc. has 10,100,000 shares of common stock issued and
outstanding, of which 8,500,000 shares were issued on September 22, 2000 at
$0.002 per share, 1,600,000 shares were issued on March 3, 2001 at $0.0375 per
share. All stock was issued based on a valuation by the Board of Directors.
17
No sale of Wizbang Technologies Inc.'s common stock has ever been sold from one
investor to another and the last issue of stock from treasury occurred on March
3, 2001, when a total of 1,600,000 shares of Wizbang Technologies Inc. common
stock were sold from treasury at a price of $0.0375 per share.
Upon effectiveness of the registration statement that includes this prospectus,
1.6 million of Wizbang Technologies Inc.'s 10.1 million outstanding shares will
be eligible for sale.
To date Wizbang Technologies Inc. has not paid any dividends on its common stock
and does not expect to declare or pay any dividends on its common stock in the
foreseeable future. Payment of any dividends will depend upon Wizbang
Technologies Inc.'s future earnings, if any, its financial condition, and other
factors as deemed relevant by the Board of Directors.
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements appearing elsewhere in this prospectus.
The statement of operations data set forth below for the period from June 3,
1998, (inception) to the eight months ended, and the balance sheet data at
December 31, 1999, are derived from Wizbang Technologies Inc.'s audited
financial statements included elsewhere in this prospectus. The historical
results are not necessarily indicative of results to be expected for any future
period.
Inception to
March 31, 2001
---------------
STATEMENT OF OPERATIONS DATA:
Net sales $ Nil
===============
Loss from continuing operations $ 9,526
===============
Loss per share from continuing operations $ Nil
===============
As of
March 31, 2001
BALANCE SHEET DATA:
Total assets $ 67,474
===============
Total liabilities $ 1,000
===============
Wizbang Technologies Inc. is in its early developmental and promotional stages.
To date, Wizbang Technologies Inc.'s only activities have been organizational,
directed at acquiring its principal asset, raising its initial capital and
developing its business plan. Wizbang Technologies Inc. has not commenced
commercial operations. As a result, the selected financial data presented above
bear no resemblance to the results that Wizbang Technologies Inc. expects when
it begins operations. See "Risk Factors," "Description of Business" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
18
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
During the period from September 22, 2000, (inception) through the six months
ended March 31, 2001, Wizbang Technologies Inc. has engaged in no significant
operations other than organizational activities, acquisition of the rights to
market the Reach Technologies Inc. licensed product line and preparation for
registration of its securities under the Securities Act of 1933. No revenues
were received by Wizbang Technologies Inc. during this period. Wizbang
Technologies Inc. anticipates generating revenue around June 2002.
For the current fiscal year, Wizbang Technologies Inc. anticipates incurring a
loss as a result of organizational expenses, expenses associated with
registration under the Securities Act of 1933, and expenses associated with
setting up a company structure to begin implementing its business plan. Wizbang
Technologies Inc. expects that expenses such as state annual report fees,
qualifications to do business and the like, including related attorney fees,
will not exceed $5,000. The costs associated with filing this registration
statement, and Wizbang Technologies Inc.'s expenses associated with applying for
Wizbang Technologies Inc.'s shares to trade on the OTC bulletin board are not
expected to exceed $15,000 and will be expensed. The extent of these costs will
depend primarily on the states in which a market maker would want Wizbang
Technologies Inc.'s shares to be qualified. With respect to costs of
implementing its business plan, it is difficult to estimate Wizbang Technologies
Inc.'s cost of a market analysis. Wizbang Technologies Inc. estimates the total
cost of market analysis, assuming difficulty in gathering information and other
unforeseen difficulties, would not exceed $20,000. Wizbang Technologies Inc.
anticipates that until these procedures are completed, it will not generate
revenues, and may continue to operate at a loss thereafter, depending upon the
performance of the business. Wizbang Technologies Inc. anticipates that
expenditures from March 31, 2001 of the company to March 31, 2002 will be
approximately to $46,000. After paying accounts payable of $1,000 Wizbang
Technologies Inc. will have $52,474 to cover the above noted anticipated
expenditures of $46,000. Sales staff will be commission based and will therefore
be paid out of sales proceeds. Wizbang Technologies Inc. therefore anticipates
having the resources to support is operations during the next 12 months.
19
LIQUIDITY AND CAPITAL RESOURCES
Wizbang Technologies Inc. remains in the development stage and, since inception,
has experienced no significant change in liquidity or capital resources or
shareholders' equity. Consequently, Wizbang Technologies Inc.'s balance sheet
as of March 31, 2001, reflects total assets of $67,474 in the form of cash and
the license agreement with Reach Technologies Inc.
Wizbang Technologies Inc. expects to carry out its plan of business discussed
above. In addition, Wizbang Technologies Inc. may engage in a combination with
another business. Wizbang Technologies Inc. cannot predict the extent to which
its liquidity and capital resources will be diminished prior to the consummation
of a business combination or whether its capital will be further depleted by the
operating losses (if any) of the business entity with which Wizbang Technologies
Inc. may eventually combine. Wizbang Technologies Inc. has not engaged in
discussions concerning potential business combinations and there currently are
no business acquisitions that are probable.
Wizbang Technologies Inc. anticipates that cash on hand will meet 6 month
short-term cash requirements. The following table illustrates how Wizbang
Technologies Inc. has budgeted its cash on hand over the short-term:
- Printing and engraving expenses $ 5,000
- Attorneys' fees and expenses 10,000
- Accountants' fees and expenses 2,000
- Market research 20,000
- Transfer agent's fees and expenses 500
- Accounts payable and accrued liabilities 1,000
- Working capital 14,974
--------
Total cash on hand $53,474
--------
Wizbang Technologies Inc. will not expand its operations until sales have
occurred and management feels that budgeted sales can support expansion. Wizbang
Technologies Inc. therefore has no specific long-term capital requirements other
than those that vary with sales. These future costs of sales including product
costs and commissions are payable after the time that Wizbang Technologies Inc.
expects to be paid by its customer. Wizbang Technologies Inc. therefore 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, Wizbang Technologies
Inc. may need additional capital to carry out its business plan or to engage in
a business combination. 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.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
James Stafford Chartered Accountants has served as Wizbang Technologies Inc.'s
independent auditor since inception, and Wizbang Technologies Inc. has not had
any dispute with James Stafford Chartered Accountants over accounting or
financial disclosure.
20
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each director and
executive officer of Wizbang Technologies Inc.:
NAME AGE POSITION
- ------------------- --- --------------------------------------------
Mike Frankenberger 38 President, Secretary, Treasurer, Director
Mr. Frankenberger became a director and officer of Wizbang Technologies Inc.'s
in September 2000. In 1987, Mr. Frankenberger graduated from the University of
British Columbia with a degree in accounting and management information systems.
Mr. Frankenberger qualified as a chartered accountant in 1990. During the past
eight years, Mr. Frankenberger has worked with Reach Technologies Inc. as a
Director and chief financial officer. While initially working with Reach
Technologies, Inc., Mr. Frankenberger worked for two years as chief financial
officer of Axion Internet, an Internet service provider. Mr. Frankenberger also
worked for two years as chief financial officer with Starcom Inc., a regional
telecommunications company. Mr. Frankenberger devotes approximately 40% of his
time to his position in Reach Technologies, Inc., in the areas of finance and
adminstration.
The director named above will serve until the first annual meeting of Wizbang
Technologies Inc.'s shareholders. Thereafter, directors will be elected for
one-year terms at the annual shareholders' meeting. Officers will hold their
positions at the pleasure of the board of directors. No employment agreements
currently exist or are being contemplated. There is no arrangement or
understanding between the directors and officers of Wizbang Technologies Inc.
and any other person pursuant to which any director or officer is to be selected
as a director or officer.
The directors and officers of Wizbang Technologies Inc. will devote their time
to Wizbang Technologies Inc.'s affairs on an "as needed" basis. As a result,
the actual amount of time that they will devote to Wizbang Technologies Inc.'s
affairs is not consistent and is likely to vary substantially from month to
month.
EXECUTIVE COMPENSATION
No officer or director has received any remuneration from Wizbang Technologies
Inc. Although there is no current plan in existence, it is possible that
Wizbang Technologies Inc. will adopt a plan to pay or accrue compensation to its
officers and directors for services related to the implementation of Wizbang
Technologies Inc.'s business plan. Wizbang Technologies Inc. has no stock
option, retirement, incentive, defined benefit, actuarial, pension or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of one or more such
programs in the future. Wizbang Technologies Inc. has no employment contract or
compensatory plan or arrangement with any executive officer of Wizbang
Technologies Inc. The Directors currently do not receive any cash compensation
from Wizbang Technologies Inc. for their service as members of the board of
directors. There is no compensation committee, and no compensation policies
have been adopted. See "Certain Relationships and Related Transactions."
21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 31, 2001:
- - Wizbang Technologies Inc.'s outstanding common stock owned or beneficially
owned by each executive officer and director;
- - Wizbang Technologies Inc.'s outstanding common stock owned or beneficially
owned by each person who owned of record, or was known by Wizbang
Technologies Inc. to own beneficially, more than 5% of Wizbang Technologies
Inc.'s common stock;
- - The shareholdings of all executive officers and directors as a group.
Percentage of
Name Shares Owned Outstanding
Shares Owned
- ------------------------------------------------------------ ------------- -------------
Mike Frankenberger, President, Secretary, Treasurer, and 8,500,000 84.2%
Director
Victoria, B.C. Canada
- ------------------------------------------------------------ ------------- -------------
All Executive Officers & Directors As A Group (1 Individual) 8,500,000 84.2%
- ------------------------------------------------------------ ------------- -------------
All shares are held of record and each record shareholder has sole voting and
investment power. Wizbang Technologies Inc. knows of no one who has the right
to acquire beneficial ownership in Wizbang Technologies Inc. common stock.
Other than the sale of Wizbang Technologies Inc. stock contemplated by this
prospectus, there are no arrangements known to Wizbang Technologies Inc. the
operation of which may at a subsequent date result in a change of control of
Wizbang Technologies Inc.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Except as discussed below, no director, executive officer or nominee for
election as a director of Wizbang Technologies Inc., and no owner of five
percent or more of Wizbang Technologies Inc.'s outstanding shares or any member
of their immediate family has entered into or proposed any transaction (other
than the license agreement itself) in which the amount involved exceeds $60,000.
The initial shareholder, Mike Frankenberger, is a one third shareholder in Reach
Technologies Inc., the licenser of Wizbang Technologies Inc.'s right to
distribute the Reach Technologies Inc. licensed product line. If Wizbang
Technologies Inc. succeeds in implementing its business plan, Wizbang
Technologies Inc. will make payments to Reach Technologies Inc. in the future
that will exceed $60,000, although the resulting benefits to Mr. Frankenberger
may not exceed $60,000.
Mike Frankenberger is the only promoter of Wizbang Technologies Inc. Other than
the 8,500,000 shares issued to Mr. Frankenberger in exchange for $16,000 upon
inception of Wizbang Technologies Inc., there has been nothing of value
(including money, property, contracts, options, or rights of any kind) received
22
or to be received by Mr. Frankenberger, directly or indirectly, from the Wizbang
Technologies Inc. Wizbang Technologies Inc. has not received any other assets,
services or other consideration as a result. Wizbang Technologies Inc.
arbitrarily determined the price of the shares issued to Mr. Frankenberger.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Wizbang Technologies Inc.'s bylaws provide that Wizbang Technologies Inc. will
indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of Wizbang
Technologies Inc., absent a finding of negligence or misconduct in the
performance of duty.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling Wizbang
Technologies Inc. pursuant to the forgoing provisions, Wizbang Technologies Inc.
has been informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in that
Act and is, therefore, unenforceable.
23
INDEX TO FINANCIAL STATEMENTS
Wizbang Technologies Inc.
(A Development Stage Company)
SEPTEMBER 22, 2000 (DATE OF INCEPTION) TO MARCH 31, 2001
Independent Auditor's Report. . . . . . . . . . . . . F-2 to F-3
Balance Sheet . . . . . . . . . . . . . . . . . . . . F-4
Statement of Operations . . . . . . . . . . . . . . . F-5
Statement of Cash Flows . . . . . . . . . . . . . . . F-6
Notes to the Financial Statements . . . . . . . . . . F-7 to F-9
F-1
An Incorporated Professional
James Stafford ============== Chartered Accountant =============================
AUDITOR'S REPORT
TO THE SHAREHOLDER OF
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
I have audited the balance sheet of WIZBANG TECHNOLOGIES, INC. as at March 31,
2001 and the statements of operations and deficit and cash flows for the period
from the date of incorporation on September 22, 2000 to March 31, 2001. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation.
In my opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at March 31, 2001 and the
results of its operations and its cash flows for the period from the date of
incorporation on September 22, 2000 to March 31, 2001 in accordance with
generally accepted accounting principles.
/s/ James Stafford
Vancouver, Canada CHARTERED ACCOUNTANT
April 30, 2001
========================
Suite 300, 555 West Georgia Street, Vancouver, BC, Canada, V6B 1Z6
TELEPHONE (604) 669-0711 FAX (604) 669-0754 E-MAIL J_STAFFORD@STAFFORDSCA.COM
F-2
COMMENTS BY AUDITOR FOR U.S. READERS ON
CANADA - U.S. REPORTING CONFLICT
The preceding opinion is expressed in accordance with standards of reporting
established and generally accepted in Canada. Had the report been prepared in
accordance with United States reporting standards, my report on the financial
statements would have contained the following explanatory paragraph after the
opinion paragraph:
The accompanying financials statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has suffered losses from operations and has a
deficit, which raises substantial doubt about its ability to continue as a going
concern. Until it achieves a continuous profitable level of operations, the
Company may be dependent upon management obtaining sufficient financing to allow
the Company to meet its objectives. This raises substantial doubt about its
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ James Stafford
Vancouver, Canada CHARTERED ACCOUNTANT
April 30, 2001
F-3
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
(Expressed in U.S. dollars)
AS AT MARCH 31, 2001
================================================================================
ASSETS
CURRENT ASSETS
Cash $53,474
CAPITAL ASSET
License (Note 3) 14,000
--------
$67,474
================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,000
--------
SHAREHOLDER'S EQUITY
Capital Stock (Note 4)
Authorized
20,000,000 preferred shares, par value of $0.0001 per share
100,000,000 common shares, par value of $0.0001 per share
Issued
10,100,000 common shares, par value of $0.0001 per share 1,010
Additional paid-in capital 74,990
Deficit, accumulated during the development stage (9,526)
--------
66,474
--------
$67,474
================================================================================
ON BEHALF OF THE BOARD:
/s/ Mike Frankenberger Director
- ----------------------------------
The accompanying notes are an integral part of these financial statements.
F-4
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations and Deficit
(Expressed in U.S. dollars)
FOR THE PERIOD FROM THE DATE OF INCORPORATION ON SEPTEMBER 22, 2000 TO MARCH 31, 2001
=====================================================================================
EXPENSES
Bank charges and interest $ 18
Depreciation and amortization 2,000
Professional fees 7,508
--------
9,526
--------
NET LOSS FOR THE PERIOD, BEING DEFICIT, END OF PERIOD $(9,526)
=====================================================================================
LOSS PER SHARE (NOTE 2) $ (0.01)
=====================================================================================
The accompanying notes are an integral part of these financial statements.
F-5
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
(Expressed in U.S. dollars)
FOR THE PERIOD FROM THE DATE OF INCORPORATION ON SEPTEMBER 22, 2000 TO MARCH 31, 2001
=====================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (9,526)
Item not affecting cash
Amortization of capital asset 2,000
---------
(7,526)
Changes in non-cash working capital items
Accounts payable and accrued liabilities 1,000
---------
(6,526)
---------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of capital asset (16,000)
---------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,010
Additional paid-in capital on capital stock 74,990
---------
76,000
---------
INCREASE IN CASH, BEING CASH END OF PERIOD $ 53,474
=====================================================================================
CASH PAID DURING THE PERIOD FOR INTEREST $ -
=====================================================================================
CASH PAID DURING THE PERIOD FOR INCOME TAXES $ -
=====================================================================================
The accompanying notes are an integral part of these financial statements.
F-6
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
(Expressed in U.S. dollars)
March 31, 2001
================================================================================
1. NATURE OF OPERATIONS
The Company was incorporated under the laws of 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.
These financial statements have been prepared in accordance with Canadian
generally accepted accounting principles with the assumption that the
Company will be able to realize its assets and discharge its liabilities in
the normal course of business rather than through a process of forced
liquidation. Continued operations of the Company are dependent on the
Company's ability to receive continued financial support, complete public
equity financing, or generate profitable operations in the future.
2. SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions which affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amount of revenue and
expenses during the reporting period. Actual results may differ from these
estimated amounts.
FINANCIAL INSTRUMENTS
Financial instruments are initially recorded at historical costs. If
subsequent circumstances indicate that a decline in fair value of a
financial instrument is other than temporary, the financial asset is
written-down to its fair value.
CAPITAL ASSET
The license is amortized over four years commencing on September 22, 2000.
F-7
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
(Expressed in U.S. dollars)
March 31, 2001
================================================================================
LOSS PER SHARE
Loss per share is calculated using the weighted average number of shares
outstanding during the period. For the period from the date of
incorporation on September 22, 2000 to March 31, 2001, the weighted average
number of common shares outstanding was 3,049,584.
3. CAPITAL ASSET
On September 22, 2000, the Company acquired, from Reach Technologies, Inc.,
the right to market and sell the Digital Data Recorder product line (the
"License") in North Dakota, South Dakota, Nebraska, Kansas, Montana,
Wyoming, and Colorado. The License period is from September 22, 2000 to
September 30, 2004.
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.
Reach Technologies, Inc. maintains the right to set the pricing of the
licensed products.
The Company acquired the License at a cost of $16,000.
===========================================================================
ACCUMULATED
COST AMORTIZATION NET BOOK VALUE
- --------------------------------------------------------------------------------
License $ 16,000 $ 2,000 $ 14,000
===========================================================================
F-8
WIZBANG TECHNOLOGIES, INC.
(A DEVELOPMENT STAGE COMPANY)
Notes to Financial Statements
(Expressed in U.S. dollars)
March 31, 2001
================================================================================
4. CAPITAL STOCK
During the period ended March 31, 2001, the Company issued a total of
10,100,000 common shares for cash proceeds of $76,000.
5. UNITED STATES GENERALLY ACCEPTED ACCOUNTING POLICIES
These financial statements have been prepared in accordance with generally
accepted accounting principles in Canada. These financial statements also
comply, in all material aspects, with accounting principles generally
accepted in the United States and the rules and regulations of the
Securities and Exchange Commission.
F-9
PROSPECTUS
MAY 22, 2001
WIZBANG TECHNOLOGIES INC.
SUITE 679 185 -911 YATES STREET
VICTORIA, BRITISH COLUMBIA V8V 4Y9, CANADA
(250) 519-0553
1,600,000 Shares of Common Stock
to be sold by current shareholders
Wizbang Technologies Inc. has not authorized any dealer, salesperson or other
person to give you written information other than this prospectus or to make
representations as to matters not stated in this prospectus. You must not rely
on unauthorized information. This prospectus is not an offer to sell these
securities or a solicitation of your offer to buy the securities in any
jurisdiction where that would not be permitted or legal. Neither the delivery of
this prospectus nor any sales made hereunder after the date of this prospectus
shall create an implication that the information contained herein or the affairs
of Wizbang Technologies Inc. have not changed since the date hereof.
Until August 23, 2001 (90 days after the date of this prospectus), all dealers
that effect transactions in these shares of common stock may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The securities are being registered for the account of selling shareholders.
All of the following expenses will be borne by Wizbang Technologies Inc. The
amounts set forth are estimates except for the SEC registration fee:
SEC registration fee $ 15
Printing and engraving expenses 5,000
Attorneys' fees and expenses 20,000
Accountants' fees and expenses 2,000
Transfer agent's and registrar's fees and expenses 500
Miscellaneous 985
-------
Total $28,000
-------
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Washington State law, a corporation may indemnify an individual made
a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if the individual acted in good faith; and
he or she reasonably believed that, in the case of conduct in the individual's
official capacity with the corporation, his or her conduct was in its best
interests; in cases not involving his or her official capacity, his or her
conduct was at least not opposed to its best interests; and in the case of any
criminal proceeding, he or she had no reasonable cause to believe the conduct
was unlawful. A corporation is prohibited from indemnifying a director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation, in connection with any other
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity, in which the director was
adjudged liable on the basis that personal benefit was improperly received by
the director.
The articles of Wizbang Technologies Inc., filed as Exhibit 3.1, provide that
Wizbang Technologies Inc. will indemnify its directors to the full extent
permitted under Washington state law. The bylaws of Wizbang Technologies Inc.,
filed as Exhibit 3.2, provide that Wizbang Technologies Inc. will indemnify and
hold harmless each person who was, is or is threatened to be made a party to or
is otherwise involved in any threatened proceedings by reason of the fact that
he or she is or was a Director or officer of the corporation or is or was
serving at the request of the corporation as a Director, officer, partner,
trustee, employee or agent of another entity, against all losses, claims,
damages, liabilities and expenses actually and reasonably incurred or suffered
in connection with such proceeding.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
Set forth below is information regarding the issuance and sales of Wizbang
Technologies Inc.'s securities without registration since its formation. No
such sales involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities.
a. On September 22, 2000, BERT Logic Inc. issued a total of 8,500,000
shares of common stock to Mike Frankenberger. 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. BERT
Logic 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. Rudelsheim's
status as the founder and initial management of BERT Logic Inc. and his status
as an accredited investor, and the limited number of investors (one).
b. On March 3, 2001 Wizbang Technologies Inc. issued a total of
1,600,000 shares of common stock to four foreign corporations. 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.
Item 16(a). Exhibits.
Exhibit
Number Name Page
3.1 Articles of Incorporation
3.2 Bylaws
4.1 Specimen Share of Common Stock
5.1 Opinion re: Legality
10.1 License Agreement
II-2
10.2 Subscription Agreement and Investment
Letter re: Bolina Investments Limited
10.3 Subscription Agreement and Investment
Letter re: Decuma Corporation
10.4 Subscription Agreement and Investment
Letter re: Clavie Corporation
10.5 Subscription Agreement and Investment
Letter re: OPUS 1 Corporation
23.1 Consent of Independent Auditors.
23.2 Consent of Counsel (see Exhibit 5.1)
ITEM 16(B). FINANCIAL STATEMENT SCHEDULES.
As of March 31, 2001, Wizbang Technologies Inc.:
- - has no valuation or qualifying accounts
- - does not have a substantial portion of its business devoted to acquiring
and holding for investment real estate or interests therein
- - has no subsidiaries
- - has no investments in mortgage loans on real estate.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
II-3
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, Province of
British Columbia, CANADA, on May 22, 2001.
WIZBANG TECHNOLOGIES INC.
/s/ Mike Frankenberger
------------------------
By Mike Frankenberger
Its President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Mike Frankenberger President, Secretary, Treasurer, and Director
- ------------------------
May 22, 2001
Mike Frankenberger
II-5