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, 2005
[ ] 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 May 9, 2005, Wings & Things, Inc. had a total of 18,000,000 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...............................................2
Item 2. Plan of Operation..................................................8
Item 3. Controls and Procedures............................................8
PART II: OTHER INFORMATION
Item 6. Exhibits...........................................................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 month periods ended March 31, 2005 and 2004 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 month
period ended March 31, 2005, are not necessarily indicative of results to be
expected for any subsequent period.
2
Wings & Things, Inc.
Consolidated Financial Statements
March 31, 2005
3
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
-------
March 31 December 31
2005 2004
------------- -------------
(Unaudited)
CURRENT ASSETS $ - $ -
------------- -------------
TOTAL ASSETS $ - $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts Payable - Related party $ 50,000 $ 50,000
------------- -------------
Total Liabilities 50,000 50,000
------------- -------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; 20,000,000
shares authorized; 18,000,000 shares
issued and outstanding 18,000 18,000
Additional paid-in Capital 9,000 9,000
Deficit Accumulated During the Development Stage (77,000) (77,000)
------------- -------------
Total Stockholders' Equity (deficit) (50,000) (50,000)
------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= =============
4
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
From
Inception on
For the For the March 11,
three months three months 1986
ended March 31, ended March 31, to March 31,
2005 2004 2005
--------------- --------------- --------------
REVENUES $ - $ - $ -
--------------- --------------- --------------
EXPENSES
General & Administrative - - 77,700
--------------- --------------- --------------
TOTAL EXPENSES - - 77,000
--------------- --------------- --------------
NET INCOME (LOSS) $ - $ - $ (77,000)
=============== =============== ==============
NET LOSS PER SHARE $ - $ - $ -
=============== =============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 18,000,000 18,000,000 17,069,684
=============== =============== ==============
5
Wings & Things, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
For the three months ended March 11,
March 31, 1986 Through
-------------------------- March 31,
2005 2004 2005
------------- ------------ -------------
Cash Flows from Operating Activities
Net Loss $ - $ - $ (77,000)
Less Non-cash Items:
Depreciation & Amortization - - 17,000
Increase in Accounts Payable - - 50,000
Stock issued for services - - 10,000
------------- ------------ -------------
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 (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
Stock issued for services $ - $ - $ 10,000
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
6
Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2005
GENERAL
- -------
Wings & Things, Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the three months ended March 31,
2005 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, 2004.
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.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements. You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
ITEM 2. PLAN OF OPERATION
During the next twelve months our management intends to actively seek an
operating company to acquire or merge with which may provide operating
revenue. 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 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.
As of the date of this filing, we have not identified any assets or business
opportunities for acquisition. Potential investors must recognize that
because of limited capital available for investigation of business
opportunities and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about any business
opportunity to be acquired. All risks inherent in new and inexperienced
enterprises are inherent in our plan.
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.
As of March 31, 2005, we had no cash on hand and total current liabilities of
$50,000. The majority of our operating expenses are related to our reporting
obligations under the Exchange Act. These expenses include legal, accounting
and professional services required to prepare our reports and the costs of
filing the reports with the SEC. We are unable to pay cash for these services
and have relied on third parties to pay for these costs on our behalf. These
parties have not entered into written agreements guaranteeing advances and,
therefore, these parties are not obligated to provide funds in the future.
However, management anticipates that these parties will continue to pay for
these costs on our behalf during the next twelve months. Historically, we
have paid for these advances by converting the debt into common stock.
ITEM 3. CONTROLS AND PROCEDURES
Our President, who acts in the capacity of principal executive officer and
principal financial officer, has concluded that the disclosures related to the
effectiveness of our disclosure controls and procedures and our internal
control over financial reporting made in our annual report on Form 10-KSB,
filed March 28, 2005, remain accurate.
8
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
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)
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
Date: May 11, 2005 By:__________________________________________
Linda L. Perry
President, Principal Executive Officer,
Principal Financial Officer, and Director
9