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, 2001 OR ( ) 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 0-29463 Ballistic Ventures, Inc. ----------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware -------------------------------------------------------------- (State or other jurisdiction of incorporation or organization) 51-0392750 --------------------------------- (IRS Employer Identification No.) 1283 Crossfield Bend Mississauga, Ontario Cananda L5G 3P5 --------------------------------------------------- (Address of principal executive offices) 905-891-0207 --------------------------- (Issuer's telephone number) WhOOdoo.com Inc. ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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 (X) No ( ) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of November 12, 2001 the registrant had issued and outstanding 20,305,398 shares of common stock. Transitional Small Business Disclosure Format (check one); Yes ( ) No (x) - -------------------------------------------------------------------------------- PART I - FINANCIAL INFORMATION Item 1. Financial Statements INDEX TO FINANCIAL STATEMENTS Page No. -------- Condensed Balance Sheet at September 30, 2001 (unaudited) 2 Condensed Statements of Operations for the Three Months ended September 30, 2001 and 2000 and June 1, 2000 (inception) to September 30, 2002 (unaudited) 3 Condensed Statements of Cash Flow for the Three months ended September 30, 2001 and 2000 and June 1, 2000 (inception) to September 30, 2002 (unaudited) 4 Notes to the Condensed Financial Statements (Unaudited) 5 1 - -------------------------------------------------------------------------------- BALLISTIC VENTURES, INC. (a development stage company) BALANCE SHEET (Unaudited) ASSETS September 30, 2001 ------------ Current Assets Cash $ 143 Prepaid expense 2,500 --------- Total current assets $ 2,643 ========= LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable $ 1,500 Loan payable due related party 68,402 --------- Total current liabilities 69,902 --------- Stockholders' deficit: Common stock, $.001 par value, 50,000,000 shares authorized, 20,305,398 shares issued and outstanding 20,305 Additional paid-in capital 52,594 Deficit accumulated during the development stage (140,158) --------- Total stockholders' deficit (67,259) --------- $ 2,643 ========= The accompanying notes are an integral part of these financial statements 2 - -------------------------------------------------------------------------------- BALLISTIC VENTURES, INC. (a development stage company) STATEMENTS OF OPERATIONS (Unaudited) For the three For the three June 1, 2000 months ended months ended (inception) to September 30, September 30, September 30, 2001 2000 2001 ------------ ------------ ------------ Revenue $ -- $ -- $ -- Miscellaneous income _ 22 2,298 ------------ ------------ ------------ Total revenue -- 22 2,298 ------------ ------------ ------------ Selling, general and administrative expenses 5,170 9,190 44,459 Impairment of goodwill -- -- 97,997 ------------ ------------ ------------ Total expenses 5,170 9,190 142,456 ------------ ------------ ------------ Net loss $ (5,170) $ (9,168) $ (140,158) ============ ============ ------------ Net loss per share, basic and fully diluted $ (0.00) $ (0.00) ============ ============ Weighted average shares outstanding 20,305,398 20,278,498 ============ ============ The accompanying notes are an integral part of these financial statements 3 - -------------------------------------------------------------------------------- BALLISTIC VENTURES, INC. (a development stage company) STATEMENTS OF CASH FLOWS (Unaudited) For the three For the three June 1, 2000 months ended months ended (date of inception) September 30, September 30, to September 30, 2001 2000 2001 ------------- ------------- ----------------- Cash flows from operating activities: Net loss $ (5,170) $ (9,168) $ (140,158) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Impairment loss on goodwill -- -- 97,997 Changes in assets and liabilities Accounts receivable and other assets -- 1,271 1,271 Accounts payable (523) (53,259) (79,879) ------------- ------------- ----------------- Net cash used in operations (5,693) (61,156) (120,769) ------------- ------------- ----------------- Cash flows from financing activities: Issuance of common stock -- -- 53,125 Proceeds from loan payable 5,678 27,439 68,402 Payments on short term debt -- (10,000) (10,000) ------------- ------------- ----------------- Net cash provided by financing activities 5,678 17,439 111,527 ------------- ------------- ----------------- Net increase (decrease) in cash (15) (43,717) (9,242) Cash at beginning of period 158 44,988 9,385 ------------- ------------- ----------------- Cash at end of period $ 143 $ 1,271 $ 143 ============= ============= ----------------- Supplemental disclosure of cash flow information: Cash paid during the period for interest $ -- $ -- $ -- ============= ============= ----------------- Cash paid during the period for taxes $ -- $ -- $ -- ============= ============= ----------------- The accompanying notes are an integral part of these financial statements 4 - -------------------------------------------------------------------------------- BALLISTIC VENTURES, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS (UNAUDITED) September 30, 2001 Note 1 - Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions of Form 10-QSB and Article 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The preparation requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending June 30, 2002. For further information, refer to the financial statements and footnotes thereto included in the Company's annual report on Form 10-KSB for the year ended June 30, 2001 as filed with the Securities and Exchange Commission. Note 2 - Going Concern The Company was in the development stage through September 30, 2001. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. On May 31, 2000, the predecessor of the Company discontinued all operations and the subsequent reorganized Company is inactive. As of September 30, 2001, the Company had a stockholders' deficit of $67,259 and a deficit accumulated during the development stage of $140,158. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plan to alleviate this issue is to raise capital and merge with a profitable operating company. The Company's continued existence is dependent upon management funding operations, locating and merging the Company into a profitable operating company and raising sufficient capital. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 5 - -------------------------------------------------------------------------------- Item 2. Management's Discussion and Analysis or Plan or Operation. Forward-looking Statement and Information The Company is including the following cautionary statement in this Form 10-QSB for any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, future events or performance and underlying assumptions and other statements which are other than statements of historical facts. Certain statements contained herein are forward-looking statements and, accordingly, involve risks and uncertainties which could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The Company's expectations, beliefs and projections are expressed in good faith and are believed by the Company to have a reasonable basis, including without limitations, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties, but there can be no assurance that management's expectations, beliefs or projections will result or be achieved or accomplished. Introduction For the fiscal year ended June 30, 2001, our auditors in Note 3, of the Financial Statements, have noted that there is substantial doubt about our ability to continue as a going concern. Our existence is dependent upon management funding operations, locating and merging us into a profitable operating company and raising sufficient capital. At this point in time it is impossible to state an amount of additional funding which we believe would remove the going concern opinion, as the Company is inactive. We do not have any business operations or assets and have no written or oral agreement for the acquisition of a business or asset at this time. We have neither a history of earnings nor have we paid dividends. We are unlikely to realize earnings or pay dividends in the immediate or foreseeable future. There is no assurance that we will be able to identify acquisitions, which will be profitable. As of the date of this filing, we have not identified any potential business or assets for acquisition. Moreover, should we identify any assets or businesses and determine that an acquisition is warranted, we may not be able to finance the acquisition and additional funds may be required to meet such obligations. Our prospects for the future, rest with our management team, and their ability to find a profitable business venture which can utilize our "shell" company. We are proactive in reviewing potential projects that could potentially be a good fit for us. This process does not have a defined time period, other than the process will begin once all of the filings with the Securities and Exchange Commission ("SEC") have been completed. THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000 The Company is inactive at this time. Operational expenses during the three months ended September 30, 2001 and 2000 consisted primarily of professional fees necessary to complete certain corporate filings with the SEC. PLAN OF OPERATION Our Plan of Operations is to complete certain filings with the SEC. Once we have completed the required filings we will seek to find a profitable acquisition for our Company. LIQUIDITY AND CAPITAL RESOURCES Since our inception, we have relied almost exclusively upon the sale of securities to finance our operations. The only exception is a small loan, from Lines Overseas Management (Bermuda) Limited ("LOM"), a related party. LOM has provided temporary financing to pay off the Company's liabilities outstanding at June 1, 2000, and any subsequent 6 - -------------------------------------------------------------------------------- operating expenses. LOM is domiciled in Bermuda and had provided financing under our original business plan. The Company has minimal operating expenses, and we have a verbal commitment from LOM to provide us with adequate financing to continue to maintain the Company until a merger is arranged. The Company currently has no cash. LOM has paid all of the ongoing daily expenses of the Company. Since LOM has undertaken to pay all of the ongoing expenses of the Company, we can continue operations until we find a suitable acquisition. Both LOM and current management of the Company, understand that the process of finding a suitable acquisition, may take up to twelve months or longer to complete. LOM has verbally committed to provide us with initial funding of $500,000. We do expect that within the next twelve months we will have to raise additional funds, and LOM has verbally committed to raise these additional funds. At the present time, it is impossible to state how much additional financing is actually required, as it will depend upon the particular acquisition. PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 2. Changes in Securities. None Item 3. Defaults Upon Senior Securities. None. Item 4. Submission of Matters to a Vote of Security Holders. None. Item 5. Other Information. None Item 6. Exhibits and Report on Form 8-K. (a) Exhibits. (b) Reports on Form 8-K. During the three months ended September 30, 2001 the Company did not file any reports on Form 8-K. 7 - -------------------------------------------------------------------------------- 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. Ballistic Ventures, Inc. Date: November 15, 2001 By: /s/ Eric Pinkney --------------------- Eric Pinkney, President 8 - --------------------------------------------------------------------------------