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 March 31, 2002
[ ] 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
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(State of incorporation) (I.R.S. Employer 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 April 26, 2002, the Registrant had a total of 17,000,000 shares of
common stock issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The financial information set forth below with respect to our statements
of operations for the three month periods ended March 31, 2002 and 2001 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 three months
ended March 31, 2002, are not necessarily indicative of results to be expected
for any subsequent period.
2
Wings & Things, Inc.
Consolidated Financial Statements
March 31, 2002
3
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
March 31 December 31
2002 2001
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(Unaudited)
CURRENT ASSETS $ - $ -
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TOTAL ASSETS $ - $ -
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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 shares
issued and outstanding 17,000 17,000
Deficit Accumulated During the Development Stage (57,000) (57,000)
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Total Stockholders' Equity (deficit) (40,000) (40,000)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
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4
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
From
inception
For the three For the three on March 11,
months ended months ended 1986, to
March 31, March 31, March 31,
2002 2001 2002
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REVENUES $ - $ - $ -
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EXPENSES
General & Administrative - - 57,000
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TOTAL EXPENSES - - 57,000
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NET INCOME (LOSS) $ - $ - $ (57,000)
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NET LOSS PER SHARE $ - $ - $ -
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WEIGHTED AVERAGE SHARES OUTSTANDING 17,000,000 17,000,000 17,000,000
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5
Wings & Things, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
inception
on March 11,
For the three months ended 1986 through
March 31, March 31,
2002 2001 2002
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Cash Flows from Operating Activities
Net Loss $ - $ - $ (57,000)
Less Non-cash Items:
Depreciation & Amortization - - 17,000
Increase in Accounts Payable - - 40,000
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Net Cash Provided (Used) by
Operating Activities - - -
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Cash Flows from Investing Activities - - -
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Net Cash Provided (Used) by
Investing Activities - - -
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Cash Flows from Financing Activities - - -
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Net Cash Provided (Used) by
Financing Activities - - -
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Increase (Decrease) in Cash - - -
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Cash and Cash Equivalents at
Beginning of Period - - -
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Cash and Cash Equivalents at
End of Period $ - $ - $ -
============= ============= =============
Supplemental Cash Flow Information:
Stock issued for marketing rights $ - $ - $ 17,000
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
6
Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2002
GENERAL
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Wings & Things, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the three months ended March 31,
2002 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 twelve months ended December
31, 2001.
UNAUDITED INFORMATION
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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.
7
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' 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' 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 three months ended March 31, 2002, 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 material commitments for the next twelve months. We believe
that our current cash needs for at least the next twelve months can be met by
loans from our directors, officers and shareholders, based on understandings
we have with these persons. However, these understandings are not formal
agreements and therefore these persons are not obligated to provide funds. We
may repay any loans, costs of services and advancements with cash, if
available, or we may convert them into common stock. If we obtain a business
opportunity, it may be necessary to raise additional capital, which may be
accomplished by selling our common stock.
Our management intends to actively pursue business opportunities during
the next twelve months. 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. At the date
of this filing, management has not made a formal study of the economic
potential of any business nor identified any assets or business opportunities
for acquisition.
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. All risks inherent in new and
inexperienced enterprises are inherent in our business. 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.
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.
8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Part II Exhibits
Exhibit
No. Description
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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 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 of 1934, the
registrant duly caused this report to be signed on its behalf by the
undersigned, who is duly authorized.
Wings & Things, Inc.
5/4/02 /s/ Linda L. Perry
Dated: _________________ ______________________________________
Linda L. Perry, President and Director