FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001.
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ________ TO ________.
COMMISSION FILE NUMBER 333-61610
DATE OF REPORT: NOVEMBER 8, 2001
WIZBANG TECHNOLOGIES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON 912061053
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
SUITE 679, 185 - 911 YATES STREET
VICTORIA, BRITISH COLUMBIA V8V 4Y9, CANADA
(250) 519-0553
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes No X
The number of outstanding shares of the issuer's common stock, $0.0001 par
value, as of September 30, 2001 was 10,100,000.
TABLE OF CONTENTS
PART I
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . .1
Item 2. Plan Of Operation . . . . . . . . . . . . . . . . . . . . . . . . . . .6
PART II
Item 6 Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . .8
Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
[This Space Has Been Intentionally Left Blank]
PART I
ITEM 1. FINANCIAL STATEMENTS
Unaudited Balance Sheet At September 30, 2001 And March 31, 2001 . . . . . . . 1
Unaudited Statement Of Operations For The Six Months Ended September 30, 2001,
The Three Months Ended September 30, 2001 And 2000, And For The Period September
22, 2000 (Date Of Inception) To September 30, 2001 And 2000. . . . . . . . . . 2
Unaudited Statement Of Cash Flows For The Six Months Ended September 30, 2001
And September 22, 2000 (Date Of Inception) To September 30, 2000. . . . . . . .3
Notes To Unaudited Financial Statements . . . . . . . . . . . . . . . . . . . .4
[This Space Has Been Intentionally Left Blank]
Wizbang Technologies, Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)
(Unaudited)
September 30, March 31,
2001 2001
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash and cash equivalents 48,068 53,474
Accounts receivable 22,900 -
- ---------------------------------------------------------------------------------------------
70,968 53,474
- ---------------------------------------------------------------------------------------------
License (Note 3)
Cost 16,000 16,000
Accumulated amortization 4,000 2,000
- ---------------------------------------------------------------------------------------------
Total license 12,000 14,000
- ---------------------------------------------------------------------------------------------
Total Assets 82,968 67,474
=============================================================================================
LIABILITIES
Current Liabilities
Accounts payable 17,300 -
Accrued liabilities 400 1,000
- ---------------------------------------------------------------------------------------------
Total liabilities 17,700 1,000
- ---------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
Stockholders' Equity
Common Stock: 100,000,000 common shares authorized with a
par value of $0.0001; 10,100,000 issued and outstanding
respectively 1,010 1,010
Additional Paid-in Capital 74,990 74,990
Donated Capital (Note 4) 15,000 7,500
- ---------------------------------------------------------------------------------------------
91,000 83,500
- ---------------------------------------------------------------------------------------------
Preferred Stock: 20,000,000 preferred shares authorized with a
par value of $.0001; none issued - -
- ---------------------------------------------------------------------------------------------
Deficit Accumulated During the Development Stage (25,732) (17,026)
- ---------------------------------------------------------------------------------------------
Total Stockholders' Equity 65,268 66,474
- ---------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 82,968 67,474
=============================================================================================
Contingent Liability (Note 1)
The accompanying notes are an integral part of these financial statements
1
Wizbang Technologies, Inc.
(A Development Stage Company
Statement of Operations
(expressed in U.S. dollars)
(unaudited)
Accumulated from Accumulated from
September 22, 2000 Three Months Six Months September 22, 2000
(Date of Inception) Ended Ended (Date of Inception)
to September 30, to September 30, September 30, to September 30,
2001 2001 2000 2001 2000
$ $ $ $ $
Revenue 22,900 22,900 - 22,900 -
Cost of Goods Sold 17,300 17,300 - 17,300 -
- -------------------------------------------------------------------------------------------------------------------------
Gross Margin 5,600 5,600 - 5,600 -
- -------------------------------------------------------------------------------------------------------------------------
Expenses
Amortization of license 4,000 1,000 - 2,000 -
Bank charges and interest 154 13 - 136 -
Consulting 12,000 3,000 - 6,000 -
Filing fees 2,150 1,150 - 2,150 -
Professional fees 10,378 1,188 - 2,870 -
Rent 3,000 750 - 1,500 -
Less interest income (350) (276) - (350) -
- -------------------------------------------------------------------------------------------------------------------------
31,332 6,825 - 14,306 -
- -------------------------------------------------------------------------------------------------------------------------
Net Loss for the Period (25,732) (1,225) - (8,706) -
=========================================================================================================================
Net Loss Per Share - Basic (.01) - (.01) -
=========================================================================================================================
Weighted Average Shares Outstanding 10,100,000 8,500,000 10,100,000 8,500,000
=========================================================================================================================
The accompanying notes are an integral part of these financial statements
2
Wizbang Technologies, Inc.
(A Development Stage Company
Statement of Cash Flows
(expressed in U.S. dollars)
(unaudited)
Accumulated from
Six Months September 22, 2000
Ended (Date of Inception)
September 30, to September 30,
2001 2000
$ $
Cash Flows To Operating Activities
Net loss (8,706) -
Non-cash items
Amortization 2,000 -
Donated consulting services 6,000 -
Donated rent 1,500 -
Adjustments to reconcile net loss to cash
Accounts receivable (22,900) -
Accounts payable and accrued liabilities 16,700 -
- -----------------------------------------------------------------------------------------
Net Cash Used In Operating Activities (5,406) -
- -----------------------------------------------------------------------------------------
Cash Flows From Financing Activities
Common shares issued - 16,000
- -----------------------------------------------------------------------------------------
Net Cash Provided By Financing Activities - 16,000
- -----------------------------------------------------------------------------------------
Cash Flows To Investing Activities
License purchased - (16,000)
- -----------------------------------------------------------------------------------------
Cash Flows To Investing Activities - (16,000)
- -----------------------------------------------------------------------------------------
Net Decrease in Cash (5,406) -
Cash and cash equivalents - Beginning of Period 53,474 -
- -----------------------------------------------------------------------------------------
Cash and cash equivalents - End of Period 48,068 -
=========================================================================================
Non-Cash Financing Activities - -
=========================================================================================
Supplemental Disclosures
Interest paid - -
Income taxes paid - -
=========================================================================================
The accompanying notes are an integral part of these financial statements
3
Wizbang Technologies Inc.
(A Development Stage Company)
Notes To Financial Statements
(Expressed in US Dollars)
(Unaudited)
- --------------------------------------------------------------------------------
1. Development Stage Company
The Company was incorporated in the state of Washington on September 22,
2000. On September 22, 2000 the Company entered into a licensing agreement
with Reach Technologies, Inc., a Canadian Corporation. The agreement allows
the Company to sell a Digital Data Recorder product line in the north
central United States.
The Company's principal business plan is to seek immediate earnings by
exploiting the license agreement with Reach Technologies, Inc. The Company
has started marketing the Digital Data Recorder product line.
The Company is in the development stage. In a development stage company,
management devotes most of its activities in developing a market for its
products. Planned principal activities have not yet begun. The ability of
the Company to emerge from the development stage with respect to any
planned principal business activity is dependent upon its successful
efforts to raise additional equity financing and/or attain profitable
operations. There is no guarantee that the Company will be able to raise
any equity financing or sell any of its products at a profit. There is
substantial doubt regarding the Company's ability to continue as a going
concern.
2. Summary of Significant Accounting Principles
a) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
b) Basic Earnings (Loss) Per Share
Basic earnings (loss) per share have been calculated in conformity
with Financial Accounting Standards Board Statement No. 128 "Earnings
per Share". The Company has a simple capital structure without
potential common shares. Basic earnings (loss) per share is calculated
on the weighted average number of common shares outstanding each year.
c) License
The cost to acquire a license was capitalized. The costs will be
amortized on a straight-line basis over four years.
The carrying value of the License is evaluated in each reporting
period to determine if there were events or circumstances which would
indicate a possible inability to recover the carrying amount. Such
evaluation is based on various analyses including assessing the
Company's ability to bring the commercial applications to market,
related profitability projections and undiscounted cash flows relating
to each application which necessarily involves significant management
judgment. Where an impairment loss has been determined the carrying
amount is written-down to fair market value. Fair market value is
determined as the amount at which the license could be sold in a
current transaction between willing parties.
d) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of
three months or less at the time of issuance to be cash equivalents.
2. Summary of Significant Accounting Principles (continued)
4
Wizbang Technologies Inc.
(A Development Stage Company)
Notes To Financial Statements
(Expressed in US Dollars)
(Unaudited)
- --------------------------------------------------------------------------------
e) Revenue
Revenue from sales of the Digital Data Recorders will be recognized
when goods have been shipped and collectibility is reasonably certain.
f) Interim Financial Statements
These interim unaudited financial statements have been prepared on the
same basis as the annual financial statements and in the opinion of
management, reflect all adjustments, which include only normal
recurring adjustments, necessary to present fairly the Company's
financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not
necessarily indicative of the results expected for a full year or for
any future period.
3. License
The Company acquired the right to market and sell a Digital Data Recorder
product line (the "License") in the states North Dakota, South Dakota,
Nebraska, Kansas, Montana, Wyoming, and Colorado. The licensed product
consists of 0 to 40 Megabit per second Bit Error Rate Testers that are
configured for laboratory and onsite use. Models consist of laboratory,
rack mount and portable versions. The licensor maintains the right to set
the pricing of the licensed products. The license was acquired on September
22, 2000 and has a four year term. The license was purchased by the Company
for $16,000 cash from Reach Technologies, Inc., which is one-third owned by
the President of the Company and two-thirds owned by arms-length parties.
The $16,000 cash payment was negotiated at arms-length and is below the
cost amount of the license to Reach.
4. Related Party Transactions
The President of the Company has donated services valued at $1,000 per
month and rent valued at $250 per month. These amounts have been charged to
operations and classified as "donated capital" in shareholders' equity.
5. Subsequent Event
On October 31, 2001 the Company agreed to pay $20,000 in the form of a note
payable, due October 31, 2003, to amend the License agreement to a
worldwide exclusive license, except in the territories of Washington DC,
Virginia, West Virginia, Maryland, Pennsylvania, New York, Connecticut,
Massachusetts, New Hampshire, Maine, Ohio, Kentucky and Tennessee where the
license will be non-exclusive.
5
ITEM 2. PLAN OF OPERATION
This quarterly report on Form 10-QSB contains forward-looking statements, which
are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements. You should not place undue reliance on
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may", "will", "should", "expects", "plans",
"anticipates", "believes", "estimated", "predicts", "potential", or "continue"
or the negative of such terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties, and
other factors that may cause Wizbang Technologies Inc.'s actual results, levels
of activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by such forward-looking statements. These factors include, among other
things, those discussed in this quarterly report on Form 10-QSB and in Wizbang
Technologies Inc.'s other filings with the SEC. Although Wizbang Technologies
Inc. believes that the expectations reflected in the forward-looking statements
are reasonable, forward-looking statements are inherently uncertain, and Wizbang
Technologies Inc. cannot guarantee future results, levels of activity,
performance, or achievements. Wizbang Technologies Inc. is under no duty to
update any of the forward-looking statements in this quarterly report on Form
10-QSB to conform forward-looking statements to actual results. All
forward-looking statements should be considered in light of these risks and
uncertainties.
Wizbang Technologies Inc. was incorporated under the laws of the State of
Washington on September 22, 2000. To date, Wizbang Technologies Inc.'s
activities have been mostly organizational, directed at acquiring its principal
asset, raising its initial capital and developing its business plan.
Wizbang Technologies Inc. principal business, at present, is the marketing of
its licensed product line consisting of high-tech instruments that are used to
record information transferred from distant sources like aircraft and
satellites. Simply put the recorders are high speed tape recorders that are
capable of recording information relayed by several types of satellites and
aircraft. Some of the data that can be recorded include fuel consumption,
engine rotation per minute, time, pictures recorded by cameras, load stresses
recorded by sensors and the status of various equipment on the craft such as
batteries or radar. The recorder operates basically the same as a VCR with all
the same play, fast-forward, rewind, record, scheduled operation, and other
similar functions. The product line is unique in that it can record information
from satellites at speeds required by those satellites. The licensed product
line consists of recorders capable of recording at speeds up to 40 Megabits per
second. The recorders are configured for both laboratory and onsite use.
Models consist of laboratory, rack mount and portable versions.
Wizbang Technologies Inc.'s plan of operation for the next twelve months is to
seek immediate earnings by exploiting the license agreement with Reach
Technologies, Inc. The Company has started marketing the Digital Data Recorder
product line. The market for the product includes aircraft and spacecraft
manufacturers, both private and government, involved in both military and
nonmilitary applications and it is anticipated that these will be the focus of
selling efforts.
6
RESULTS OF OPERATIONS
SALES
Wizbang Technologies Inc. has generated $22,900 in sales revenues during the
periods covered by this Form 10-QSB.
LOSSES
Net losses for the six months ended September 30, 2001, were $14,306. The
losses are primarily attributable to the costs associated with Wizbang
Technologies Inc.'s registration statement and with Consulting and rent expenses
charged to operations and classified as "donated capital" in shareholders'
equity.
Wizbang Technologies Inc. expects to continue to incur losses at least through
fiscal year 2002 and there can be no assurance that Wizbang Technologies Inc.
will achieve or maintain profitability, generate revenue or sustain future
growth.
LIQUIDITY AND CAPITAL RESOURCES
Wizbang Technologies Inc. has funded its cash needs over the periods covered by
this Form 10-QSB with cash on hand. It is anticipated that the cash on hand of
$48,608 will be sufficient to satisfy cash requirements over the next twelve
months.
PRODUCT RESEARCH AND DEVELOPMENT
Wizbang Technologies Inc. plans no product research and development over the
next twelve months.
CAPITAL EXPENDITURES
Wizbang Technologies Inc. made no capital expenditures during the six months
ended September 30, 2001. On October 31, 2001, subsequent to the six months
ended September 30, 2001 Wizbang Technologies Inc. agreed to pay $20,000 in the
form of a note payable, due October 31, 2003, to amend the License agreement to
a worldwide exclusive license, except in the territories of Washington DC,
Virginia, West Virginia, Maryland, Pennsylvania, New York, Connecticut,
Massachusetts, New Hampshire, Maine, Ohio, Kentucky and Tennessee where the
license will be non-exclusive. Other than this contract amendment there are no
planned capital expenditure in the next twelve months. A Form 8K with respect
to this transaction was filed on November 7, 2001.
EMPLOYEES
Other than hiring one commission sales staff, Wizbang Technologies Inc. expects
no significant changes in its number of employees.
7
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
NONE
(b) REPORTS ON FORM 8-K.
No reports were filed on Form 8-K during this quarter. On November 7, 2001,
Wizbang Technologies Inc filed a Form 8-K with respect to "Acquisition or
Disposition of Assets" as discussed in Item 2 "Capital Expenditures" of
this form 10-QSB.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Wizbang Technologies Inc.
Date: 11/8/01
/s/ Mike Frankenberger
-----------------------------
Mike Frankenberger
President & Director
8