UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________
Commission File No. 000-30529
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WINGS & THINGS, INC.
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 87-0464667
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
#149, 369 East 900 South
Salt Lake City, Utah 84111
- --------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (801) 323-2395
----------------
Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Issuer was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding as of April 25, 2001
- -------------------------------------- -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 17,000,000 SHARES
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Financial Statements
March 31, 2001
2
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
March 31, December 31,
2001 2000
------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
------------- -------------
TOTAL ASSETS $ - $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related Party $ 40,000 $ 40,000
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Total Liabilities 40,000 40,000
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STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; 20,000,000 shares
authorized; 17,000,000 issued and outstanding 17,000 17,000
Deficit Accumulated During the Development Stage (57,000) (57,000)
------------- -------------
Total Stockholders' Equity (40,000) (40,000)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= =============
3
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
From
Inception on
For the three For the three March 11, 1986
months ended months ended Through
March 31, 2001 March 31, 2000 March 31, 2001
-------------- -------------- --------------
REVENUES $ - $ - $ -
-------------- -------------- --------------
EXPENSES
Depreciation & Amortization - - 17,000
General & Administrative - - 40,000
-------------- -------------- --------------
TOTAL EXPENSES - - 57,000
-------------- -------------- --------------
NET INCOME(LOSS) $ - $ - $ (57,000)
============== ============== ===============
NET LOSS PER SHARE $ - $ - $ (0.003)
============== ============== ===============
WEIGHTED AVERAGE
SHARES OUTSTANDING 17,000,000 17,000,000 17,000,000
============== ============== ===============
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Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
From
Inception on
For the three months ended March 11, 1986
March 31, Through
2001 2000 March 31, 2001
------------- ------------- --------------
Cash Flows from Operating Activities
Net Loss $ - $ - $ (57,000)
Less Non-Cash Items:
Depreciation & Amortization - - 17,000
Increase(Decrease) in Accounts
Payable - - 40,000
------------- ------------- --------------
Net Cash Provided(Used) by
Operating Activities - - -
------------- ------------- --------------
Cash Flows from Investing Activities
Net Cash Provided(Used) by
Investing Activities - - -
------------- ------------- --------------
Cash Flows from Financing Activities
Net Cash Provided(Used) by
Financing Activities - - -
------------- ------------- --------------
Increase in Cash - - -
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Cash and Cash Equivalents at
Beginning of Period - - -
------------- ------------- --------------
Cash and Cash Equivalents at
End of Period $ - $ - $ -
============= ============= ==============
Supplemental Non-Cash Financing Transactions:
Stock issued for marketing rights $ - $ - $ 17,000
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
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Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
GENERAL
- -------
Wings & Things,Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the three months ended March 31,
2001 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
Annual Report filed on the Form 10-KSB for the year ended December 31, 2000.
UNAUDITED INFORMATION
- ---------------------
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
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Item 2. Management's Discussion and Analysis or Plan of Operations
In this report references to "Wings & Things," "we," "us," and "our"
refer to Wings & Things, Inc.
Forward Looking Statements
This form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Wings & Things's control. These factors include but are not limited to
economic conditions generally and in the market which Wings & Things may
participate; competition within Wings & Things's chosen market and failure by
Wings & Things to successfully develop business relationships.
Plan of Operations
We are a development stage company with no assets and we have experienced
losses since our inception. We are dependent on financing to continue our
operations. For the fiscal year ended December 31, 2000, and the three months
ended March 31, 2001, we had no cash on hand and total current liabilities of
$40,000. The $40,000 account payable is related to professional fees incurred
during 1999 which were paid on our behalf by a third party.
We have no commitments for capital expenditures for the next twelve
months. During the next twelve months we believe that our current cash needs
may be met by loans from our directors, officers and stockholders. We may
repay these loans, costs of services and advancements with cash, if available,
or we may convert them into common stock. Also, management anticipates future
private placements of our common shares may fund our operations.
We will incur expenses due to the legal and accounting services required
to prepare and file reports with the Securities and Exchange Commission.
Also, our management must expend time and effort to assist in the preparation
and review of such reports. We anticipate that such expenses will be paid for
by loans or equity transactions. In the event we acquire a business
opportunity we may incur additional expenses related to proxy or information
statements we must provide to our stockholders which disclose that company's
business operations, management and financial condition. In addition, the
acquired or merged company will be subject to these same reporting
obligations.
Our management intends to actively pursue business opportunities during
the next twelve months. All risks inherent in new and inexperienced
enterprises are inherent in our business. We have not made a formal study of
the economic potential of any business. At the present, we have not
identified any assets or business opportunities for acquisition.
Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public". However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Wings & Things.
Potential investors must recognize that because of our limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired. Also, we intend to concentrate our
acquisition efforts on properties or businesses that we believe to be
undervalued or that we believe may realize a substantial benefit from being
publicly owned. Investors should expect that any acquisition candidate may
have little or no operating history, or a history of losses or low
profitability.
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It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
Should a merger or acquisition prove unsuccessful, it is possible that we
may decide not to pursue further acquisition activities and management may
abandon its activities and our shares would become worthless.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1 Articles of Incorporation, dated March 11, 1986 (Incorporated by
reference to exhibit 2.1 of the Form 10-SB, File No. 000-30529, filed
November 1, 2000)
3.2 Articles of Merger filed March 10, 2000 (Incorporated by reference to
exhibit 2.2 of the Form 10-SB, File No. 000-30529, filed November 1,
2000)
3.3 Bylaws of Wings & Things, Inc. (Incorporated by reference to exhibit
2.3 of the Form 10-SB, File No. 000-30529, filed November 1, 2000)
(b) Reports on Form 8-K
None.
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.
Wings & Things, Inc.
4/30 /s/ Anita Patterson
Dated: ___________, 2001 ----------------------------------
Anita Patterson, President and Director
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