UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
AMENDMENT NO. 2
[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.
EXPLANATORY NOTE:
THIS AMENDMENT #2 TO OUR QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY
PERIOD ENDED JUNE 30, 2002 REFLECTS THE FOLLOWING CHANGES:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- --------------
The following has been added as a new 7th paragraph in the Management's
Discussion and Analysis of Financial Condition and results of operations section
Net loss for the period was $8,611 as compared with $5,921 during the same
period in the previous fiscal year. Although Wizbang Technologies Inc. expects
sales to increase, Wizbang Technologies Inc. also expects to incur net losses
over the next two to three years. Net losses are likely to continue over the
next two to three years due to increased expenses, primarily in the areas of
marketing, business travel and compensation expenses, in connection with a focus
on increasing sales. In the long term, Wizbang Technologies Inc. expects that
increases in sales will outpace increases in expenses. Wizbang Technologies
Inc. believes that the factors that will make profitability possible are:
1. A concerted sales effort including, creating awareness at trade shows and
ensuring new customer satisfaction through after sales follow up,
2. Responding quickly and professionally to potential customer enquiries, and
3. Minimizing expenses by maintaining minimal overhead and strong control over
expenses.
SIGNATURES
- ----------
We have revised Mr. Frankenberger's title in the second part of the section
where he signs in the capacities of chief executive officer and chief financial
officer. We have also included Mr- Frankenberger signing in the capacities of
controller or principal accounting officer.
We have amended this report on Form 10-QSB/A to provide the certification
required by Section 302 of the Sarbanes-Oxley Act of 2002, and the
"Certification Of Chief Executive Officer And Principal Financial Officer
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of The
Sarbanes-Oxley Act of 2002".
WE HAVE MADE NO FURTHER CHANGES TO THE PREVIOUSLY FILED FORM 10-QSB/A. ALL
INFORMATION IN THIS 10-QSB/A IS AS OF JUNE 30, 2002 AND DOES NOT REFLECT, UNLESS
OTHERWISE NOTED, ANY SUBSEQUENT INFORMATION OR EVENTS OTHER THAN THE
AFOREMENTIONED CHANGES.
TABLE OF CONTENTS
PART I
Item 1. Financial Statements 1
Item 2. Management Discussion And Analysis of Financial
Condition and Results of Operations 9
PART II
Item 5. Changes in Securities and Use of Proceeds 14
Item 6 Exhibits and Reports on Form 8-K 15
Signatures 15
[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.
g) Impact of Accounting Standards
On June 29, 2001, SFAS No. 141, "Business Combinations," was approved by the
Financial Accounting Standards Board. SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Goodwill and certain intangible assets will remain on the balance
sheet and not be amortized. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these assets must be
tested for impairment, and write-downs may be necessary. Wizbang Technologies
Inc. implemented SFAS No. 141 on July 1, 2001 and its impact is not expected to
be material on its financial position or results of operations.
5
On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," was
approved by Financial Accounting Standards Board. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of this statement. Wizbang Technologies
Inc. is required to implement SFAS No. 142 on April 1, 2002 and its impact, if
any, is not expected to be material on its financial position or results of
operations as Wizbang Technologies Inc.'s license is a finite license with a
term of four years being the amortization period.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligation." SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002, and will require companies to record
a liability for asset retirement obligations in the period in which they are
incurred, which typically could be upon completion or shortly thereafter. The
Financial Accounting Standards Board decided to limit the scope to legal
obligations and the liability will be recorded at fair value. The effect of
adoption of this standard on Wizbang Technologies Inc.'s results of operations
and financial positions is being evaluated.
In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
is effective for fiscal years beginning after December 15, 2001. It provides a
single accounting model for long-lived assets to be disposed of and replaces
SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to Be Disposed Of." Wizbang Technologies Inc. adopted SFAS No. 144 on
April 1, 2002. The effect of adoption of this standard on Wizbang Technologies
Inc.'s results of operations and financial position is not expected to be
material on its financial position or results of operations.
In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities". The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". This Statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The Company will adopt SFAS No. 146
on January 1, 2003. The effect of adoption of this standard on the Company's
results of operations and financial position is not expected to be material.
FASB has also issued SFAS No. 145 and 147 but they will not have any
relationship to the operations of the Company therefore a description of each
and their respective impact on the Company's operations have not been disclosed.
6
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 in the event of termination for cause, which includes
breach of the agreement; the bankruptcy or insolvency of Wizbang Technologies
Inc.; or the conviction of Wizbang Technologies Inc., its officers or directors,
of any crime involving moral turpitude . 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 in the event of
termination for cause, which includes breach of the agreement; the bankruptcy or
insolvency of Wizbang Technologies Inc.; or the conviction of Wizbang
Technologies Inc., its officers or directors, of any crime involving moral
turpitude . Unpaid interest of $115 is owing at June 30, 2002.
Amortization in each of the next five years is estimated as follows:
Remainder of fiscal 2003 $16,564
Fiscal 2004 $24,878
Fiscal 2005 $12,439
Fiscal 2006 $Nil
Fiscal 2007 $Nil
7
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.
c) Mike FrankenbergerWizbang Technologies Inc.'s president and controlling
shareholder is also a one third shareholder in Reach Technologies Inc. The two
other shareholders of Reach Technologies Inc. are not related to Mr.
Frankenberger. Reach Technologies Inc. manufactures all of the products that
Wizbang Technologies Inc. sells. Under the terms of the license Wizbang
Technologies Inc. acquires the products from Reach Technologies Inc. and resells
them. The license agreement was negotiated at arms length.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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.
9
At March 31, 2002, Wizbang Technologies Inc. had $35,310 in current assets and
$5,239 in current liabilities. Wizbang Technologies Inc. intends to pay the
current liabilities out of cash on hand. Cash deceased by $1,588 during the
period for a balance of $34,560 at quarter-end. Notes payable increased during
the period by $30,225 after accruing interest of $225. This note increase arose
when Wizbang Technologies Inc. agreed to pay $30,000 in the form of a note
payable to amend its license agreement with Reach Technologies Inc. to include
data recorders in the 41 to 160 mega bit per second speed range. This amendment
of the license resulted in an increase in license cost to $66,000. After
recording amortization of $2,875, net license value is $53,881. Wizbang
Technologies Inc. increased the scope of its product offering in the expectation
of generating future sales from those new products.
Revenues were $Nil for the period compared with $22,900 for the whole of the
previous year. Wizbang Technologies Inc.'s future plans include continuing to
market the licensed 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. Wizbang Technologies Inc. will begin marketing the
product to new target companies as they are identified.
Total expenses increased $2,690, over the comparable period in the previous
year, to $8,611. This net increase was due mostly to:
1. an increase in amortization expense of $1,875, resulting from the
increased license cost discussed above,
2. an increase in bank charges and interest of $269 due to the increase
in notes payable,
3. an increase in filing fees from $Nil to $1,133 for the electronic
filing fees incurred with respect to Wizbang Technologies Inc.'s
periodic and current reports, and
4. a decrease in professional fees of $587, associated with the
completion of Wizbang Technologies Inc.'s form S-1 registration
statement.
Included in total expenses is $3,000 in consulting fees and $750 in rent which
was in prior periods donated by the President of Wizbang Technologies Inc. and
therefore did not require cash. In this period the $3,000 in consulting fees and
$750 in rent have been recorded as accrued liabilities and as such there has
been no increase in donated capital during the period.
Net loss for the period was $8,611 as compared with $5,921 during the same
period in the previous fiscal year. Although Wizbang Technologies Inc. expects
sales to increase, Wizbang Technologies Inc. also expects to incur net losses
over the next two to three years. Net losses are likely to continue over the
next two to three years due to increased expenses, primarily in the areas of
marketing, business travel and compensation expenses, in connection with a focus
on increasing sales. In the long term, Wizbang Technologies Inc. expects that
increases in sales will outpace increases in expenses. Wizbang Technologies
Inc. believes that the factors that will make profitability possible are:
1. A concerted sales effort including, creating awareness at trade shows and
ensuring new customer satisfaction through after sales follow up,
2. Responding quickly and professionally to potential customer enquiries, and
3. Minimizing expenses by maintaining minimal overhead and strong control over
expenses.
Wizbang Technologies Inc. does expect the $34,560 in cash on hand to satisfy its
cash requirements over the next 12 months. Wizbang Technologies Inc. hopes
generate sufficient cash flow from sales to support long term continued
operations. If sales are insufficient in the long term, then Wizbang
Technologies Inc. may need additional capital to carry out its business plan. In
the event that Wizbang Technologies Inc. requires more capital, no commitments
to provide additional funds have been made by management or other shareholders.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to Wizbang Technologies Inc. or at all.
10
Wizbang Technologies Inc.'s auditors have expressed that there is substantial
doubt regarding Wizbang Technologies Inc.'s ability to continue as a going
concern. Wizbang Technologies Inc. has not generated significant revenues since
inception and has only just beginning conducting operations. The ability of
Wizbang Technologies Inc. to achieve success with respect to its planned
principal business activity is dependent upon its successful efforts to attain
profitable operations. Wizbang Technologies Inc. may not be able to sell any of
its products at a profit. There is therefore substantial doubt regarding Wizbang
Technologies Inc.'s ability to continue as a going concern.
Other than the following, Wizbang Technologies Inc. knows of no trends, events,
or uncertainties that have or are reasonably likely to have a material impact on
its short and long term liquidity:
Wizbang Technologies Inc.'s license with Reach Technologies Inc. expires on
September 30, 2004. The license is renewable by mutual agreement between
Wizbang Technologies Inc. and Reach Technologies Inc. for an additional
three-year periods. Wizbang Technologies Inc. has not yet begun discussions
with Reach Technologies Inc. with respect to the license renewal.
Other than the license renewal discussed above Wizbang Technologies Inc. does
not have material commitments for capital expenditures. If Wizbang Technologies
Inc. is successful in renewing its license agreement it intends to fund any
required capital expenditure though future sales revenues and/or debt or equity
financing.
Other than the license renewal discussed above Wizbang Technologies Inc. knows
of no trends, events, or uncertainties that have had or are reasonably expected
to have a material impact on its net sales or revenues or income for continuing
operations.
Wizbang Technologies Inc. expects no significant changes in its number of
employees.
The following is disclosure regarding recent accounting pronouncements and their
effect or potential effect on Wizbang Technologies Inc.'s financial statements.
On June 29, 2001, SFAS No. 141, "Business Combinations," was approved by the
Financial Accounting Standards Board. SFAS No. 141 requires that the purchase
method of accounting be used for all business combinations initiated after June
30, 2001. Goodwill and certain intangible assets will remain on the balance
sheet and not be amortized. On an annual basis, and when there is reason to
suspect that their values have been diminished or impaired, these assets must be
tested for impairment, and write-downs may be necessary. Wizbang Technologies
Inc. implemented SFAS No. 141 on July 1, 2001 and its impact is not expected to
be material on its financial position or results of operations.
11
On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible Assets," was
approved by Financial Accounting Standards Board. SFAS No. 142 changes the
accounting for goodwill from an amortization method to an impairment-only
approach. Amortization of goodwill, including goodwill recorded in past business
combinations, will cease upon adoption of this statement. Wizbang Technologies
Inc. is required to implement SFAS No. 142 on April 1, 2002 and its impact, if
any, is not expected to be material on its financial position or results of
operations as Wizbang Technologies Inc.'s license is a finite license with a
term of four years being the amortization period.
In June 2001, the Financial Accounting Standards Board issued SFAS No. 143,
"Accounting for Asset Retirement Obligation." SFAS No. 143 is effective for
fiscal years beginning after June 15, 2002, and will require companies to record
a liability for asset retirement obligations in the period in which they are
incurred, which typically could be upon completion or shortly thereafter. The
Financial Accounting Standards Board decided to limit the scope to legal
obligations and the liability will be recorded at fair value. The effect of
adoption of this standard on Wizbang Technologies Inc.'s results of operations
and financial positions is being evaluated.
In August 2001, the Financial Accounting Standards Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144
is effective for fiscal years beginning after December 15, 2001. It provides a
single accounting model for long-lived assets to be disposed of and replaces
SFAS No. 121 "Accounting for the Impairment of Long-Lived Assets and Long-Lived
Assets to Be Disposed Of." Wizbang Technologies Inc. adopted SFAS No. 144 on
April 1, 2002. The effect of adoption of this standard on Wizbang Technologies
Inc.'s results of operations and financial position is not expected to be
material on its financial position or results of operations.
In June, 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with
Exit or Disposal Activities". The provisions of this Statement are effective for
exit or disposal activities that are initiated after December 31, 2002, with
early application encouraged. This Statement addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)". This Statement requires
that a liability for a cost associated with an exit or disposal activity be
recognized when the liability is incurred. The Company will adopt SFAS No. 146
on January 1, 2003. The effect of adoption of this standard on the Company's
results of operations and financial position is not expected to be material on
its financial position or results of operations.
FASB has also issued SFAS No. 145 and 147 but they will not have any
relationship to the operations of the Company therefore a description of each
and their respective impact on the Company's operations have not been disclosed.
12
PART II
ITEM 5. CHANGES IN SECURITIES AND USE OF PROCEEDS
a) Recent Sales Of Unregistered Securities
i. On September 22, 2000, Wizbang Technologies Inc. issued a total of
8,500,000 shares of common stock to Mike Frankenberger in exchange for $16,000
in cash. The issuance of the common stock was exempt from registration under
Regulation S. Mike Frankenberger was not a resident or citizen of the U.S. at
the time it received the offer to purchase and at the closing of the purchase of
the stock, and did not acquire the stock for the account or benefit of any U.S.
person. Mike Frankenberger agreed to resell such securities only in accordance
with the provisions of Regulation S, pursuant to registration, or pursuant to an
available exemption from registration. The stock contains a legend to the
effect that transfer is prohibited except in accordance with the provisions of
Regulation S, pursuant to registration, or pursuant to an available exemption
from registration. Wizbang Technologies Inc. will refuse to register any
transfer of the Stock not made in accordance with the provisions of Regulation
S, pursuant to registration, or pursuant to an available exemption from
registration. The issuance of the shares was also exempt from registration under
Rule 506 of Regulation D, and sections 3(b) and 4(2) of the Securities Act of
1933, as amended, due to Mr. Frankenberger's status as the founder and initial
management of Wizbang Technologies Inc. and his status as an accredited
investor.
ii. On March 3, 2001 Wizbang Technologies Inc. issued a total of
1,600,000 shares of common stock to four foreign corporations in exchange for
$60,000 in cash. The issuance of the common stock was exempt from registration
under Regulation S. Each entity was a foreign corporation at the time it
received the offer to purchase and at the closing of the purchase of the stock,
and did not acquire the stock for the account or benefit of any U.S. person.
Each corporation agreed to resell such securities only in accordance with the
provisions of Regulation S, pursuant to registration, or pursuant to an
available exemption from registration. The stock contains a legend to the
effect that transfer is prohibited except in accordance with the provisions of
Regulation S, pursuant to registration, or pursuant to an available exemption
from registration. Wizbang Technologies Inc. will refuse to register any
transfer of the Stock not made in accordance with the provisions of Regulation
S, pursuant to registration, or pursuant to an available exemption from
registration.
13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit No. Description
- --------------------------------------------------------------------------------
99.1 Certification Of Chief Executive Officer And Principal Financial Officer
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of
The Sarbanes-Oxley Act of 2002
- --------------------------------------------------------------------------------
(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: March 3, 2003
/s/ Mike Frankenberger
- ------------------------
Mike Frankenberger
President, Chief Executive Officer, and Chief Financial Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
Signature Title Date
- ----------------------- ----------------------------------- -------------
/s/ Mike Frankenberger President, Chief Executive Officer March 3, 2003
Chief Financial Officer and Director
/s/ Mike Frankenberger Controller and March 3, 2003
Principal Accounting Officer
15
CERTIFICATIONS
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002
I, Mike Frankenberger, certify that:
1. I have reviewed this quarterly report on Form 10-QSB/A of Wizbang
Technologies Inc.;
2. Based on my knowledge, this quarterly 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;
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 quarterly report.
4. I as sole certifying officer am responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant is made known to me by others within this
entity, particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. I as sole certifying officer have disclosed, based on my most recent
evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. I as sole certifying officer have indicated in this quarterly report
whether there were significant changes in internal controls or in other factors
that could significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 3, 2003
/s/ Mike Frankenberger
Mike Frankenberger
Chief Executive Officer and Chief Financial Officer
16
INDEX TO EXHIBITS
Exhibit No. Description
- --------------------------------------------------------------------------------
99.1 Certification Of Chief Executive Officer And Principal Financial Officer
Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 Of
The Sarbanes-Oxley Act of 2002
- --------------------------------------------------------------------------------
[This Space Has Been Intentionally Left Blank]
17