UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from _______________ to _______________
Commission file number 0-49935
WPB FINANCIERS, LTD.
(Exact name of registrant as specified in its charter)
Delaware 06-1638637
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
8723 Cambie Street, Vancouver, BC Canada V6P 3J9
(Address of principal executive offices) (Zip Code)
604-868-0981
(Registrant's telephone number, including area code)
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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
Outstanding at March 31, 2003
Common Stock, par value $0.0001 - 8,240,000
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
WPB Financiers Ltd.
Comparative Financial Statements and
Independent Auditor's Review Report
September 30, 2003 and 2002
TABLE OF CONTENTS
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WPB Financiers Ltd.
Comparative Financial Statements and
Independent Auditor's Review Report
September 30, 2003 and 2002
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Independent Auditor's Review Report...........................................3
Comparative Financial Statements:
Balance Sheets.................................................................4
Statements of Operations.......................................................5
Statement of Stockholders' Equity..............................................6
Statements of Cash Flows.......................................................7
Notes to Financial Statements..................................................8
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Stan J.H. Lee, CPA
2182 Lemoine Ave Tel) 760-612-1269
Suite 200 Fax) 815-846-7550
Fort Lee, NJ 07024 e-mail) StanL@dmhdxcpa.com
- --------------------------------------------------------------------------------
INDEPENDENT AUDITOR'S REVIEW REPORT
-----------------------------------
To the Board of Directors
and management of:
WPB Financiers Ltd.
8723 Cambie Street
Vancouver BCV6P 3J9
I have reviewed the accompanying comparative balance sheets of WPB Financiers
Ltd. as of September 30, 2003 and 2002, the related comparative statement of
operations, statement of stockholders' equity and statement of cash flows for
the period beginning June 3, 2002 (inception date) to September 30, 2002 and for
the quarter ended September 30, 2003, for the period from June 3, 2002
(inception date) to December 31, 2002 and for the cumulative period from
inception to September 30, 2003 in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. All information included in these financial statements is
the representation of the management of WPB Financiers Ltd.
A review consists primarily of inquiries of Company personnel and analytical
procedures applied to financial data. It is substantially less in scope than an
examination in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, I do not express such an opinion
Based on my review, I am not aware of any material modifications that should be
made to the accompanying financial statements in order to be in conformity with
generally accepted accounting principles.
/s/ Stan J.H Lee, CPA
- ----------------------------
Stan J.H Lee, CPA
Fort Lee, NJ
October 30, 2003
3
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
--------------
09/30/03 09/30/02
----------- -----------
ASSETS
CURRENT ASSETS $ -- $ --
----------- -----------
TOTAL CURRENT ASSETS -- --
----------- -----------
OTHER ASSETS -- -- --
----------- -----------
TOTAL OTHER ASSETS- -- --
----------- -----------
TOTAL ASSETS $ -- $ --
=========== ===========
LIABILITIES and STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -- $ --
----------- -----------
TOTAL LIABILITIES -- --
----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 20,000,000 shares
authorized, zero shares issued and outstanding -- --
Common stock, $0.0001 par value; 100,000,000 shares
authorized; 8,240,000 shares issued and outstanding 824 824
Additional paid-in capital -- --
Accumulated deficit during development stage (824) (824)
----------- -----------
TOTAL STOCKHOLDERS' EQUITY -- --
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -- $ --
=========== ===========
The accompanying notes are an integral part of financial statements.
4
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
06/03/02 06/03/02 Cumulative
(Inception) 07/01/03 (Inception) since 06/30/02
to 09/30/02 to 09/30/03 to 12/31/02 (Inception)
------------ ------------ ------------ ------------
INCOME $ -- $ -- $ -- $ --
Operating Expenses
Organization expense (124) -- (124) (124)
Professional fees -- -- (700) (700)
------------ ------------ ------------ ------------
TOTAL EXPENSES (124) -- (824) (824)
PROVISION FOR INCOME TAXES -- -- -- --
------------ ------------ ------------ ------------
NET LOSS (124) -- (824) (824)
------------ ------------ ------------ ------------
NET LOSS PER SHARE $ (.0001) $ -- $ (.0004) $ (.0002)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,240,000 8,240,000 2,240,000 5,615,000
============ ============ ============ ============
The accompanying notes are an integral part of financial statements.
5
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock
-------------------------- Additional Total
Numbers of paid-in Stockholders'
Shares Amount capital Deficit Equity
------------ ------------ ------------ ------------ ------------
Issuance of 1,240,000
shares common stock
for services at $.0001
per share, June 3, 2002 1,240,000 $ 124 $ -- $ -- $ 124
Issuance of 7,000,000
shares common stock
for cash at $.0001 per
share, December 20, 2002 7,000,000 700 -- -- 700
Net income (loss) (824) (824)
------------ ------------ ------------ ------------ ------------
Balance, December 31, 2002 8,240,000 $ 824 $ -- $ (824) $ 0
Net income (loss) -- --
------------ ------------ ------------ ------------ ------------
Balance, September 30, 2003 $ 8,240,000 $ 824 $ -- $ (824) $ --
============ ============ ============ ============ ============
The accompanying notes are an integral part of financial statements.
6
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
06/03/02 06/03/02 06/03/02 Cumulative
(Inception) (Inception) (Inception) since 06/30/02
to 09/30/02 to 09/30/03 to 12/31/02 (Inception)
---------- ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (824) $ 0 $ (824) $ (824)
Adjustment to reconcile net loss to
net cash provided by operational
activities issue of common stock
for services 124 -- 124 124
---------- ---------- ---------- ----------
NET CASH USED IN OPERATING EXPENSES (700) -- (700) (700)
---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- --
---------- ---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 700 -- 700 700
---------- ---------- ---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 700 -- 700 700
---------- ---------- ---------- ----------
NET INCREASE (DECREASE) $ -- $ 0 $ -- $ --
---------- ---------- ---------- ----------
CASH, BEGINNING OF PERIOD -- -- -- --
CASH, END OF PERIOD $ 0 $ 0 $ 0 $ 0
========== ========== ========== ==========
The accompanying notes are an integral part of financial statements.
7
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2003
NOTE 1 - GOING CONCERN CONSIDERATION
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States, which
contemplates the continuation of the Company as a going concern. However, the
Company is in the development stage, and has no current sources of revenue.
Without realization of additional capital, it would be unlikely for the Company
to continue as a going concern.
The management's plans include the acquisition of a suitable business venture to
provide the opportunity for the Company to continue as a going concern. However,
there can be no assurance that management will be successful in this endeavor.
NOTE 2 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
WPB Financiers, Ltd. (a development stage company) ("the Company") was
incorporated in Delaware on June 3, 2002 to serve as a vehicle to effect a
merger, exchange of capital stock, asset acquisition or other business
combination with a domestic or foreign private business. At September 30, 2003,
the Company had not yet commenced any formal business operations, and all
activity to date relates to the Company's formation and preparation of the
filing of a registration statement with the U.S. Securities and Exchange
Commission on Form 10-SB.
The year-end of the Company is December 31st for both book and tax purposes.
The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business.
B. Cash and Cash Equivalents
The Company considers all highly liquid investments purchased with an original
maturity of three months or less from the date of purchase that are readily
convertible into cash to be cash equivalents.
C. Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States 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.
NOTE 2 - BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting No. 109, "Accounting for Income Taxes" "Statement
109"). Under Statement 109, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
8
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2003
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense or benefits
due to the Company not having any material operations for the period ended
September 30, 2003.
E. Basic and diluted net loss per share
Net loss per share is calculated in accordance with Statement of Financial
Accounting Standards 128, Earnings Per Share ("SFAS 128"). Basic net loss per
share is based upon the weighted average number of common shares outstanding.
Diluted net loss per share is based on the assumption that all dilutive
convertible shares, stock options and warrants were converted or exercised.
Dilution is computed by applying the treasury stock method. At September 30,
2003 there were no dilutive convertible shares, stock options or warrants.
NOTE 3 - STOCKHOLDER'S EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at $0.0001
par value. On June 3, 2002, the Company issued 1,240,000 shares of its common
stock to its founder and then sole officer and director pursuant to Rule 506 for
an aggregate consideration of $128 in services.
On December 20, 2002, the Company entered into a Stock Subscription Agreement
with Brightpoint Capital Partners, LLC ("Brightpoint"), in which Brightpoint
received 7,000,000 shares of common stock of the Company in exchange for cash
consideration of $700 in a private placement transaction. Immediately
afterwards, Brightpoint transferred these shares to its sole shareholder,
Michael Tay, the Company's current president and sole director. Such transaction
resulted in a change in control of the Company.
NOTE 3 - STOCKHOLDER'S EQUITY
C. Warrant and Options
There are no warrants or options outstanding to issue any additional shares of
common stock.
Note 4 - CHANGES IN CONTROL OF STOCKHOLDERS
(On March 24, 2003, there was a change of control of WPB Financiers, Ltd. (the
"Company"). The change of control occurred as a result of closing under a Stock
Purchase Agreement (the "Agreement"), dated March 24, 2003, by and among the
Company, Enviromat Industries Co. Ltd., a Delaware corporation, as "Buyer" and a
major shareholder of the Company, as Seller. Under the terms of the Agreement,
the Buyer purchased a total of 7,828,000 shares, representing 95% of the issued
and outstanding Common stock of the Company, for a total purchase price of
US$38,000, or approximately $0.00485 per share. .
9
WPB FINANCIERS, LTD.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF SEPTEMBER 30, 2003
Enviromat Industries Co. Ltd. purchased the shares of the Company in
anticipation of the subsequent completion of a share exchange transaction in
which EFM Industries Inc., a Nevada wholly owned subsidiary of Enviromat
Industries Co. Ltd., would become a wholly owned subsidiary of the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company currently uses the offices of its president as its principal place
of business at no cost to the Company.
10
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (June 3, 2002) through September 30, 2003.
The Company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards No. 7. There have been no operations since
inception.
Liquidity and Capital Resources.
The Company has no cash as of September 30, 2003.
Plan of Operations
Subsequent to the end of the first quarter of 2003, there was a change of
control of the Company which was completed as the first step in the process of
acquisition of a business opportunity. Therefore, the Company's plan of
operations for the fiscal year ending December 31, 2003, is to complete the
business acquisition transaction with GreenTech Co. Ltd., a Taiwan corporation,
and thereafter to conduct business operations through GreenTech Co. Ltd., as
its wholly owned subsidiary.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and the
like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ materially
include, among others, unanticipated delays or difficulties in location of a
suitable business acquisition candidate, unanticipated or unexpected costs and
expenses, competition and changes in market conditions, lack of adequate
management personnel and the like. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially form those anticipated, estimated or
projected. The Company cautions again placing undue reliance on forward-looking
statements all of that speak only as of the date made.
Item 3. Controls and Procedures.
The Company maintains a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and other
disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. Within 90 days prior to the filing of this
report, the Company's Chief Executive Officer and principal financial officer
have evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures with the assistance and participation of
other members of management. Based upon that evaluation, the Company's Chief
Executive Officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective for gathering, analyzing and
disclosing the information the Company is required to disclose in the reports it
files under the Securities Exchange Act of 1934 within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in the Company's internal controls or in other factors which could significantly
affect internal controls subsequent to the date the Company carried out its
evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the Company and the Company is unaware of
such proceedings contemplated against it.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
Exhibit No. Description
----------- ------------------------------------------------------------
99.1 CEO/CFO Certification Pursuant to 18 USC, Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
(b) Reports on Form 8-K: The Company filed a report on Form 8-K dated March 26,
2003 reporting Items 1 and 7, and all amendments thereto.
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.
WPB Financiers, Ltd.
(Registrant)
By: /s/ Christopher C. Chang
-----------------------------------
Christopher C. Chang
President, Chief Executive Officer,
Secretary, Treasurer and Director
Dated: November 7, 2003