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 JUNE 30, 2002.
[ ] 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: JULY 30, 2002
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 X No
The number of outstanding shares of the issuer's common stock, $0.0001 par
value, as of June 30, 2002 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 June 30, 2002 And Audited Balance Sheet
at March 31, 2002 1
Unaudited Statement Of Operations For The Three Months Ended
June 30, 2002 And 2001, And For The Period September 22, 2000
(Date Of Inception) To June 30, 2002 2
Unaudited Statement Of Cash Flows For The Three months ended
June 30, 2002 And 2002 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)
June 30, March 31,
2002 2002
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,560 36,148
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . 750 750
- ----------------------------------------------------------------------------------
Total Current Assets. . . . . . . . . . . . . . . . . . . . . . 35,310 36,898
- ----------------------------------------------------------------------------------
License (Note 3)
Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,000 36,000
Accumulated amortization. . . . . . . . . . . . . . . . . . . . (12,119) 9,244
- ----------------------------------------------------------------------------------
License - net . . . . . . . . . . . . . . . . . . . . . . . . . 53,881 26,756
- ----------------------------------------------------------------------------------
Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . 89,191 63,654
==================================================================================
LIABILITIES
Current Liabilities
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . 1,089 -
Accrued liabilities (Note 4(b)) . . . . . . . . . . . . . . . . 4,150 1,376
- ----------------------------------------------------------------------------------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . 5,239 1,376
Notes payable (Note 3). . . . . . . . . . . . . . . . . . . . . 40,399 10,114
- ----------------------------------------------------------------------------------
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . 45,638 11,490
- ----------------------------------------------------------------------------------
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 . . . 1,010 1,010
Additional Paid-in Capital. . . . . . . . . . . . . . . . . . . 74,990 74,990
Donated Capital (Note 4). . . . . . . . . . . . . . . . . . . . 18,750 18,750
- ----------------------------------------------------------------------------------
94,750 94,750
- ----------------------------------------------------------------------------------
Preferred Stock: 20,000,000 preferred shares authorized with a
par value of $.0001; none issued. . . . . . . . . . . . . . . . - -
- ----------------------------------------------------------------------------------
Deficit Accumulated During the Development Stage. . . . . . . . (51,197) (42,586)
- ----------------------------------------------------------------------------------
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . 43,553 52,164
- ----------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity. . . . . . . . . . . 89,191 63,654
==================================================================================
(The accompanying notes are an integral part of the financial statements.)
1
Wizbang Technologies, Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)
Accumulated from
September 22, 2000
(Date of Inception) Three months ended
to June 30, June 30, June 30,
2002 2002 2001
$ $ $
(unaudited) (unaudited) (unaudited)
Revenue . . . . . . . . . . . . . . . 22,900 - -
Cost of Goods Sold. . . . . . . . . . 17,300 - -
- --------------------------------------------------------------------------------------------
Gross Margin. . . . . . . . . . . . . 5,600 - -
- --------------------------------------------------------------------------------------------
Expenses
Amortization of license . . . . . . . 12,119 2,875 1,000
Bank charges and interest . . . . . . 972 303 34
Consulting. . . . . . . . . . . . . . 22,141 3,000 3,000
Filing fees . . . . . . . . . . . . . 4,392 1,133 -
Professional fees . . . . . . . . . . 12,459 550 1,137
Rent. . . . . . . . . . . . . . . . . 5,250 750 750
Less interest income. . . . . . . . . (536) - -
- --------------------------------------------------------------------------------------------
56,797 8,611 5,921
- --------------------------------------------------------------------------------------------
Net Loss for the Period . . . . . . . (51,197) (8,611) (5,921)
============================================================================================
Net Loss Per Share - Basic. . . . . . - -
============================================================================================
Weighted Average Shares Outstanding . 10,100,100 10,100,100
============================================================================================
(The accompanying notes are an integral part of the financial statements.)
2
Wizbang Technologies, Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)
Three Months Ended
June 30, June 30,
2002 2001
$ $
(unaudited) (unaudited)
Cash Flows To Operating Activities
Net loss . . . . . . . . . . . . . . . . . . . . . . . (8,611) (5,921)
Adjustments to reconcile net loss to cash
Amortization . . . . . . . . . . . . . . . . . . . . . 2,875 1,000
Donated consulting services. . . . . . . . . . . . . . - 3,000
Donated rent . . . . . . . . . . . . . . . . . . . . . - 750
Change in non-cash working capital items
Accounts payable and accrued liabilities . . . . . . . 4,148 (863)
- ---------------------------------------------------------------------------------------
Net Cash Used In Operating Activities. . . . . . . . . (1,588) (2,034)
- ---------------------------------------------------------------------------------------
Cash Flows From Financing Activities . . . . . . . . . - -
- ---------------------------------------------------------------------------------------
Cash Flows To Investing Activities . . . . . . . . . . - -
- ---------------------------------------------------------------------------------------
Net Decrease in Cash . . . . . . . . . . . . . . . . . (1,588) (2,034)
- ---------------------------------------------------------------------------------------
Cash - Beginning of Period . . . . . . . . . . . . . . 36,148 53,474
Cash - End of Period . . . . . . . . . . . . . . . . . 34,560 51,440
=======================================================================================
Non-Cash Financing Activities
A license was purchased by issuing a promissory note . 30,000 -
=======================================================================================
Supplemental Disclosures
Interest paid. . . . . . . . . . . . . . . . . . . . . - -
Income taxes paid. . . . . . . . . . . . . . . . . . . - -
=======================================================================================
(The accompanying notes are an integral part of the 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.
Planned principal activities have begun but significant revenues have not been
realized. The Company will continue to be in the development stage until
significant revenues begin. In a development stage company, management devotes
most of its activities in developing a market for its products. 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.
The Company has enough cash resources to meet ongoing operating expenses for the
next twelve months.
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.
4
Wizbang Technologies Inc.
(A Development Stage Company)
Notes To Financial Statements
(Expressed in US Dollars)
(Unaudited)
- --------------------------------------------------------------------------------
2. Summary of Significant Accounting Principles (continued)
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.
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. The Company repaid $10,303. Interest accrues on the unpaid
principal amount of $9,697 at a rate of 7% per annum, matures October 31, 2003
and is due on demand. Unpaid interest of $586 is owing at June 30, 2002.
On June 10, 2002 the Company agreed to pay $30,000 in the form of a note
payable, due June 30, 2004, to amend the License agreement to include a
worldwide exclusive license for data recorders in the 41 to 160 mega bit per
second range. Interest accrues on the unpaid principal amount of $30,000 at a
rate of 7% per annum, matures June 30, 2004 and is due on demand. Unpaid
interest of $115 is owing at June 30, 2002.
4. Related Party Transactions
a) During the three months ended June 30, 2001 the President of the Company
donated services valued at $3,000 and rent valued at $750. These amounts were
charged to operations and classified as "donated capital" in shareholders'
equity.
b) During the three months ended June 30, 2002 the Company owes a company
controlled by the President of the Company consulting fees of $3,000 and rent
reimbursement of $750. These amounts were charged to operations.
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. 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 160 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 $nil in sales revenues during the period
covered by this Form 10-QSB.
LOSSES
Net losses for the three months ended June 30, 2002, were $8,611. The losses
are primarily attributable to the costs associated with Wizbang Technologies
Inc.'s amortization of its license 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
$34,560 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
On June 10, 2002 the Company agreed to pay $30,000 in the form of a note
payable, due June 30, 2004, to amend the its license agreement to include a
worldwide exclusive license for data recorders in the 41 to 160 Mega bit per
second range. 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 June 24, 2002.
EMPLOYEES
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.
On June 24, 2002, 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: 30/07/02
/s/ Mike Frankenberger
------------------------
Mike Frankenberger
President & Director
8