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 September 30, 2003
[ ] 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 of incorporation) (I.R.S. Employer 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 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 October 27, 2003 the Registrant had a total of 17,000,000 shares of
common stock issued and outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements........................................... 3
Item 2: Plan of Operations ............................................ 8
Item 3: Controls and Procedures ....................................... 9
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K............................... 9
Signatures ............................................................. 9
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The financial information set forth below with respect to our statements
of operations for the three and nine month periods ended September 30, 2003
and 2002 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 nine month period ended September 30, 2003, are not necessarily indicative
of results to be expected for any subsequent period.
2
Wings & Things, Inc.
Consolidated Financial Statements
September 30, 2003
3
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
Sept. 30 December 31
2003 2002
------------- -------------
(Unaudited)
CURRENT ASSETS $ - $ -
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TOTAL ASSETS $ - $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related party $ 45,000 $ 45,000
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Total Liabilities 45,000 45,000
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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 (62,000) (62,000)
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Total Stockholders' Equity (deficit) (45,000) (45,000)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= =============
4
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
From
inception on
For the three For the three For the nine For the nine March 11,
months ended months ended months ended months ended 1986 to
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2003 2002 2003 2002 2003
-------------- -------------- -------------- -------------- ---------------
<s> <c> <c> <c> <c> <c>
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- -------------- -------------- ---------------
EXPENSES
General & Administrative - - - - 62,000
-------------- -------------- -------------- -------------- ---------------
TOTAL EXPENSES - - - - 62,000
-------------- -------------- -------------- -------------- ---------------
NET INCOME (LOSS) $ - $ - $ - $ - $ (62,000)
============== ============== ============== ============== ===============
NET LOSS PER SHARE $ - $ - $ - $ - $ -
============== ============== ============== ============== ===============
WEIGHTED AVERAGE SHARES
OUTSTANDING 17,000,000 17,000,000 17,000,000 17,000,000 17,000,000
============== ============== ============== ============== ==============
5
Wings & Things, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
For the nine months ended March 11,
Sept. 30, 1986 through
--------------------------- Sept 30,
2003 2002 2003
------------- ------------- -------------
<s> <c> <c> <c>
Cash Flows from Operating Activities
Net Loss $ - $ - $ (62,000)
Less Non-cash Items:
Depreciation & Amortization - - 17,000
Increase in Accounts Payable - - 45,000
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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 - - -
------------- ------------- -------------
Increase (Decrease) in Cash - - -
Cash and Cash Equivalents at Beginning of Period - - -
------------- ------------- -------------
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
September 30, 2003
GENERAL
- -------
Wings & Things, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the nine months ended September 30,
2003 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, 2002.
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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In this report references to "Wings & Things," "we," "us," and "our"
refer to Wings & Things, Inc.
Forward Looking Statements
This quarterly report contains certain forward-looking statements and any
statements contained in this report 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, failure by management to successfully develop business
relationships, competition within the merger and acquisitions market, and our
lack of operations.
Item 2. Plan of Operations
We are a development stage company with no assets and we have recorded
losses since our inception. We are dependent on financing to continue our
operations. For the three and nine month periods ended September 30, 2003, we
had no cash on hand and total current liabilities of $45,000. The current
liabilities reflect expenses related to our reporting obligations under the
Exchange Act. We had incurred expenses of $40,000 in prior years and during
the year ended December 31, 2002, we accrued another $5,000 related to the
professional services required to prepare our reports and the costs of filing
the reports with the SEC. In the event we acquire a business opportunity we
may incur additional reporting expenses related to proxy or information
statements we may be required to provide to our stockholders which disclose
the company to be acquired's business operations, management and financial
condition.
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.
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 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 limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about a
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.
8
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.
Item 3. Controls and Procedures
Our President, who acts in the capacity of principal executive officer
and principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures. Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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 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)
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
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.
/s/ Linda L. Perry
Dated: October 29, 2003 _____________________________________________
Linda L. Perry
President, Principal Executive and Financial
Officer, and Director
9