UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 000-30529
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
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(Address of principal executive offices)(Zip Code)
Issuer's telephone number, including area code (801) 323-2395
Indicate by check mark whether the registrant (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
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
As of July 20, 2001, the Registrant had a total of 17,000,000 shares of
common stock, par value $.001, issued and outstanding.
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
The financial information set forth below with respect to our statements
of operations for the three and six month periods ended June 30, 2001 and 2000
is unaudited. This financial information, in the opinion of management,
includes all adjustments consisting of normal recurring entries necessary for
the fair presentation of such data. The results of operations for the six
months ended June 30, 2001, are not necessarily indicative of results to be
expected for any subsequent period.
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Wings & Things, Inc.
(A Development Stage Company)
Consolidated Financial Statements
June 30, 2001
3
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
June 30, December 31,
2001 2000
-------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ - $ -
-------------- -------------
TOTAL ASSETS $ - $ -
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related Party $ 40,000 $ 40,000
-------------- -------------
Total Liabilities 40,000 40,000
-------------- -------------
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 $ - $ -
============== =============
F-1
4
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
From
For the For the For the For the Inception on
three months three months six months six months March 11, 1986
ended June 30, ended June 30, ended June 30, ended June 30, to June 30,
2001 2000 2001 2000 2001
-------------- -------------- -------------- -------------- --------------
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- -------------- -------------- --------------
EXPENSES
Depreciation - - - - 17,000
General & Administrative - - - - 40,000
-------------- -------------- -------------- -------------- --------------
TOTAL EXPENSES - - - - 57,000
-------------- -------------- -------------- -------------- --------------
NET INCOME(LOSS) $ - $ - $ - $ - $ (57,000)
============== ============== ============== ============== ==============
NET LOSS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
============== ============== ============== ============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000
============== ============== ============== ============== ==============
F-2
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Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
From
Inception on
For the six months ended March 11, 1986
June 30, Through
2001 2000 June 30, 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 - - -
------------- ------------- -------------
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 $ - $ - $ -
F-3
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Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2001
GENERAL
Wings & Things, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the six months ended June 30, 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.
F-4
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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.
Item 2. 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 and six month periods ended June 30, 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
related 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.
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.
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 our reporting obligations.
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
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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.
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 5. Other Information
On July 13, 2001, Anita Patterson resigned as our President and Director
to pursue other interests. On that same day our Board of Directors appointed
Linda L. Perry to serve as President and appointed her as an interim director
until our next annual shareholders meeting. Mrs. Perry is 57 years old and
serves as President of Business Builders, Inc., a privately held business
consulting firm which she co-founded in 1997. She also serves as a director
of Globalwise Investments, Inc., a reporting company. She attended Weber
State College, located in Ogden, Utah.
Item 6. Exhibits and Reports on Form 8-K
(a) Part II 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.
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SIGNATURES
In accordance with the requirements of the Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned, who is duly authorized.
Wings & Things, Inc.
July 27
Dated: _________________, 2001 /s/ Linda L. Perry
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Linda L. Perry, President and Director
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