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, 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: OCTOBER 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 September 30, 2002 was 10,100,000.
TABLE OF CONTENTS
PART I
Item 1. Financial Statements 1
Item 2. Plan Of Operation 7
PART II
Item 6 Exhibits and Reports on Form 8-K 9
Signatures 9
[This Space Has Been Intentionally Left Blank]
PART I
ITEM 1. FINANCIAL STATEMENTS
Unaudited Balance Sheet At September 30, 2002 And Audited Balance
Sheet at March31, 2002. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
Unaudited Statement Of Operations For The Six months ended
September 30, 2002 And 2001, For The Three months ended
September 30, 2002 And 2001, And For The Period September 22, 2000
(Date Of Inception) To September 30, 2002. . . . . . . . . . . . . . . . .2
Unaudited Statement Of Cash Flows For The Six months ended
September 30, 2002 And 2002 And For The Period September 22, 2000
(Date Of Inception) To September 30, 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)
September 30, March 31,
2002 2002
$ $
(unaudited) (audited)
ASSETS
Current Assets
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,081 36,148
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . 750 750
- -------------------------------------------------------------------------------------------
Total Current Assets . . . . . . . . . . . . . . . . . . . . . 22,831 36,898
- -------------------------------------------------------------------------------------------
License (Note 3)
Cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,000 36,000
Accumulated amortization . . . . . . . . . . . . . . . . . . . 16,243 9,244
- -------------------------------------------------------------------------------------------
License - net. . . . . . . . . . . . . . . . . . . . . . . . . 49,757 26,756
- -------------------------------------------------------------------------------------------
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . 72,588 63,654
===========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . 21 -
Accrued liabilities (Note 4(b)). . . . . . . . . . . . . . . . 9,177 1,376
- -------------------------------------------------------------------------------------------
Total Current Liabilities. . . . . . . . . . . . . . . . . . . 9,198 1,376
- -------------------------------------------------------------------------------------------
Notes payable (Note 3) . . . . . . . . . . . . . . . . . . . . 32,163 10,114
- -------------------------------------------------------------------------------------------
Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . 41,361 11,490
- -------------------------------------------------------------------------------------------
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 . . . . . . . (63,523) (42,586)
- -------------------------------------------------------------------------------------------
Total Stockholders' Equity . . . . . . . . . . . . . . . . . . 31,227 52,164
- -------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity . . . . . . . . . . 72,588 63,654
===========================================================================================
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
September 22, 2000 Three Months Six Months
(Date of Inception) Ended Ended
to September 30, September 30, September 30,
2002 2002 2001 2002 2001
$ $ $ $ $
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 . . 16,244 4,125 1,000 7,000 2,000
Bank charges and interest . 1,568 596 13 899 136
Consulting (Note 4) . . . . 25,141 3,000 3,000 6,000 6,000
Filing fees . . . . . . . . 4,392 - 1,150 1,133 2,150
Professional fees . . . . . 16,314 3,855 1,188 4,405 2,870
Rent (Note 4) . . . . . . . 6,000 750 750 1,500 1,500
Less interest income. . . . (536) - (276) - (350)
- ----------------------------------------------------------------------------------------------------------
Total Expenses. . . . . . . 69,123 12,326 6,825 20,937 14,306
- ----------------------------------------------------------------------------------------------------------
Net Loss for the Period . . (63,523) (12,326) (1,225) (20,937) (8,706)
==========================================================================================================
Net Loss Per Share - Basic. - - - -
==========================================================================================================
Weighted Average Shares
Outstanding . . . . . . . . 10,100,000 10,100,000 10,100,000 10,100,000
==========================================================================================================
(Diluted loss per share has not been presented as the result is anti-dilutive)
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
September 22, 2000 Six Months
(Date of Inception) Ended
to September 30, September 30,
2002 2002 2001
$ $ $
Cash Flows To Operating Activities
Net loss . . . . . . . . . . . . . . . . . . . . . . (63,523) (20,937) (8,706)
Adjustments to reconcile net loss to cash
Amortization . . . . . . . . . . . . . . . . . . . . 16,243 7,000 2,000
Donated consulting services. . . . . . . . . . . . . 15,000 - 6,000
Donated rent . . . . . . . . . . . . . . . . . . . . 3,750 - 1,500
Changes in non-cash working capital items
(Increase) in accounts receivable. . . . . . . . . . - - (22,900)
(Increase) in prepaid expenses . . . . . . . . . . . (750) - -
Increase in accounts payable and accrued liabilities 9,198 7,821 16,700
- -----------------------------------------------------------------------------------------------------
Net Cash Used In Operating Activities. . . . . . . . (20,082) (6,116) (5,406)
- -----------------------------------------------------------------------------------------------------
Cash Flows From (To) Financing Activities
Repayment of notes payable . . . . . . . . . . . . . (17,837) (7,951) -
Common shares issued . . . . . . . . . . . . . . . . 76,000 - -
- -----------------------------------------------------------------------------------------------------
Net Cash Provided By (Used In) Financing Activities. 58,163 (7,951) -
- -----------------------------------------------------------------------------------------------------
Cash Flows To Investing Activities
License purchased. . . . . . . . . . . . . . . . . . (16,000) - -
- -----------------------------------------------------------------------------------------------------
Cash Flows Used In Investing Activities. . . . . . . (16,000) - -
- -----------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Cash. . . . . . . . . . . 22,081 (14,067) (5,406)
Cash - Beginning of Period . . . . . . . . . . . . . - 36,148 53,474
- -----------------------------------------------------------------------------------------------------
Cash - End of Period . . . . . . . . . . . . . . . . 22,081 22,081 48,068
=====================================================================================================
Non-Cash Financing Activities
A license was purchased by issuing a promissory note 50,000 30,000 -
=====================================================================================================
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.
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 in
the short-term but will need to generate positive cash flow from operations
in the long-term and/or raise additional capital.
2. Summary of Significant Accounting Principles
a) Year End
The Company's fiscal year end is March 31.
b) 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.
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) Revenue
Revenue from sales of the Digital Data Recorders will be recognized when
goods have been shipped and collectibility is reasonably certain.
4
2. Summary of Significant Accounting Principles (continued)
e) 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.
f) Use of Estimates
The preparation of financial statements in conformity with U.S. 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. g) 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 has repaid $17,837. Interest
accrues on the unpaid principal amount of $2,163 at a rate of 7% per annum,
matures October 31, 2003. 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.
5
4. Related Party Transactions
a) During the six months ended September 30, 2001 the President of the
Company donated services valued at $6,000 and rent valued at $1,500. These
amounts were charged to operations and classified as "donated capital" in
shareholders' equity.
b) During the six months ended September 30, 2002 the Company owes a company
controlled by the President of the Company for consulting fees of $6,000 and
rent reimbursement of $1,500. These amounts were charged to operations.
6
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.
7
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 six months ended September 30, 2002, were $12,326. 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 2003 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
$22,081 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.
8
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: 30/10/02
/s/ Mike Frankenberger
- ------------------------
Mike Frankenberger
President & Director
CERTIFICATION
In connection with the accompanying form 10-QSB of Wizbang Technologies
Inc. for the six months ended September 30, 2002, the following officers of
Wizbang Technologies Inc., hereby certify:
1. I have reviewed this annual report on Form 10-QSB;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report; and
9
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in
all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
By: /s/ Mike Frankenberger
Mike Frankenberger
President, Chief Executive Officer and Chief Financial Officer
Date: October 30, 2002
10