UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 October 31, 2002
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
Commission File Number: 333-70156
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, LTD.
---------------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Nevada 98-0228169
- ------ ----------
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
#314-837 West Hastings Street
Vancouver, B.C. V6C 1B6
- --------------------------------------- ------------
(Address of principal executive offices (Zip Code)
Issuer's telephone number, including area code (604) 633-1490
---------------
N/A: Unchanged since last report
--------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Check whether the issuer (1) 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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 15,008,000 shares of Common Stock
as of October 31, 2002.
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying un-audited financial statements have been prepared in
accordance with the instructions to Form 10-QSB and, therefore, do not include
all information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders' deficit in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating results for the three
months ended October 31, 2002 are not necessarily indicative of the results that
can be expected for the year ending July 31, 2003.
2
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
- --------------------------------------------------------------------------------
OCTOBER 31 JULY 31
2002 2001
- --------------------------------------------------------------------------------
ASSETS
Current
Cash $ 435 $ 1,009
Prepaid expenses 2,860 2,860
------------ ---------
3,295 3,869
Property And Equipment
(Note 4) 3,944 4,336
Website Development Costs 1,499 1,713
Intangible Assets (Note 5) 627 684
------------ ---------
$ 9,365 $ 10,602
======================================================
LIABILITIES
Current
Accounts payable $ 19,002 $ 18,670
Loans payable 41,202 32,804
------------ ---------
60,204 51,474
------------ ---------
SHAREHOLDERS' EQUITY
(DEFICIENCY)
Share Capital
Authorized:
100,000,000 common shares,
par value $0.001 per share
50,000,000 preferred shares,
par value $0.001 per share
Issued and outstanding:
15,008,000 common shares 15,008 15,008
Additional paid-in capital 16,992 16,992
Deficit Accumulated During
The Development Stage (82,839) (72,872)
------------ ---------
(50,839) (40,872)
------------ ---------
$ 9,365 $ 10,602
======================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
- --------------------------------------------------------------------------------
INCEPTION
JUNE 1
THREE MONTHS ENDED 2000 TO
OCTOBER 31 OCTOBER 31
2002 2001 2002
- --------------------------------------------------------------------------------
Expenses
Depreciation and amortization $ 663 $ 357 $ 4,744
Consulting 1,272 - 15,107
Professional fees 6,183 7,315 52,479
Office and sundry 1,849 335 6,645
Travel - - 3,864
-----------------------------------
Net Loss For The Period (9,967) (8,007) $(82,839)
=========
Deficit Accumulated During
The Development Stage,
Beginning Of Period (72,872) -
-------------------------
Deficit Accumulated During
The Development Stage,
End Of Period $ (82,839) $ (8,007)
===========================================================
Net Loss Per Share $ (0.01) $ (0.01)
===========================================================
Weighted Average Number
Of Common Shares
Outstanding 15,008,000 15,008,000
===========================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
- --------------------------------------------------------------------------------
INCEPTION
JUNE 1
THREE MONTHS ENDED 2000 TO
OCTOBER 31 OCTOBER 31
2002 2001 2002
- --------------------------------------------------------------------------------
Cash Flows From Operating Activities
Net loss for the period $(9,967) $(8,007) $(82,839)
Adjustments To Reconcile Net Loss To
Net Cash From Operating Activities
Accounts payable 332 5,315 19,002
Depreciation and amortization 663 357 4,744
-----------------------------
(8,972) (2,335) (59,093)
-----------------------------
Cash Flows From Financing Activities
Common stock issued - - 22,000
Loans payable 8,398 - 41,202
-----------------------------
8,398 - 63,202
-----------------------------
Cash Flows From Investing Activities
Website development costs - - (2,570)
Purchase of capital assets - - (1,104)
-----------------------------
- - (3,674)
-----------------------------
Increase (Decrease) In Cash (574) (2,335) 435
Cash, Beginning Of Period 1,009 2,986 -
-----------------------------
Cash, End Of Period $ 435 $ 651 $ 435
=======================================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
COMMON STOCK
--------------------------------
Number Additional
Of Paid-In
Shares Amount Capital Deficit Total
----------------------------------------------------
Issued for assets at $0.001 10,000,000 $ 10,000 $ - $ - $ 10,000
----------------------------------------------------
Balance, July 31, 2000 10,000,000 10,000 - - 10,000
Issued for cash at $0.004 5,000,000 5,000 15,000 - 20,000
Issued for cash at $0.25 8,000 8 1,992 - 2,000
Net loss for the period - - - (23,848) (23,848)
----------------------------------------------------
Balance, July 31, 2001 15,008,000 15,008 16,992 (23,848) 8,152
Net loss for the year - - - (49,024) (49,024)
----------------------------------------------------
Balance, July 31, 2002 15,008,000 15,008 16,992 (72,872) (40,872)
Net loss for the period - - - (9,967) (9,967)
----------------------------------------------------
Balance, October 31, 2002 15,008,000 $ 15,008 $ 16,992 $(82,839) $(50,839)
====================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of October 31, 2002 included herein have
been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with United States generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that
these financial statements be read in conjunction with the July 31, 2002 audited
financial statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the state of Nevada, U.S.A. on June 1, 2000.
b) Development Stage Activities and Going Concern
The Company intends to become a sports entertainment provider specifically in
the area of professional wrestling. It is intended that the Company will
generate revenues by training individuals in the sports entertainment art of
wrestling, by producing wrestling exhibitions in locations throughout North
America and by developing a member oriented professional wrestling website.
Since inception, the Company has suffered recurring losses and net cash outflows
from operations. The Company expects to continue to incur substantial losses to
complete the development of its business. Since its inception, the Company has
funded operations through common stock issuances and related party loans in
order to meet its strategic objectives. Management believes that sufficient
funding will be available to meet its business objectives, including anticipated
cash needs for working capital, and is currently evaluating several financing
options. However, there can be no assurance that the Company will be able to
obtain sufficient funds to continue the development of and, if successful, to
commence the business operations under development. As a result of the
foregoing, there exists substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a
precise determination of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period necessarily
involves the use of estimates which have been made using careful judgement.
The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:
a) Development Stage Company
The Company is a development stage company as defined in the Statements of
Financial Accounting Standards No. 7. The Company is devoting substantially all
of its present efforts to establish a new business and none of its planned
principal operations have commenced. All losses accumulated since inception
have been considered as part of the Company's development stage activities.
b) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period. Actual
results could differ from these estimates.
c) Property and Equipment
Property and equipment comprises wrestling equipment and sound system equipment
which are recorded at cost, and depreciated using the straight line method over
their estimated useful lives as follows:
Wrestling equipment - three years
Sound system equipment - three years
Computer equipment - three years
d) Intangible Assets
Intangibles, which comprise the rights to the Company logo and website domain
names, are recorded at cost, and amortized over the estimated useful life of
three years.
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
e) Software Development Costs
Software development costs represent capitalized costs of design, configuration,
coding, installation and testing of the Company's website up to its initial
implementation. Upon implementation, the asset will be amortized to expense
over its estimated useful life of three years using the straight-line method.
Ongoing website post-implementation costs of operation, including training and
application maintenance, will be charged to expense as incurred.
f) Income Taxes
The Company has adopted Statement of Financial Accounting Standards No. 109 -
"Accounting for Income Taxes" (SFAS 109). This standard requires the use of an
asset and liability approach for financial accounting and reporting on income
taxes. If it is more likely than not that some portion or all if a deferred tax
asset will not be realized, a valuation allowance is recognized.
g) Stock Based Compensation
The Company measures compensation cost for stock based compensation using the
intrinsic value method of accounting as prescribed by A.P.B. Opinion No. 25 -
"Accounting for Stock Issued to Employees". The Company has adopted those
provisions of Statement of Financial Accounting Standards No. 123 - "Accounting
for Stock Based Compensation", which require disclosure of the pro-forma effect
on net earnings and earnings per share as if compensation cost had been
recognized based upon the estimated fair value at the date of grant for options
awarded.
h) Revenue Recognition
The Company intends to recognize revenue from product sales, and fee and
commission arrangements at the time the sales occur or the fees and commissions
are earned.
i) Financial Instruments
The Company's financial instruments consist of cash, accounts receivable and
loans payable.
Unless otherwise noted, it is management's opinion that this Company is not
exposed to significant interest or credit risks arising from these financial
instruments. The fair value of these financial instruments approximate their
carrying values, unless otherwise noted.
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
j) Net Loss Per Share
The loss per share is calculated using the weighted average number of common
shares outstanding during the year. Fully diluted loss per share is not
presented, as the impact of the exercise of options is anti-dilutive.
4. PROPERTY AND EQUIPMENT
OCTOBER 31 JULY 31
2002 2001
------------ ---------
Wrestling equipment $ 4,000 $ 4,000
Sound system equipment 2,000 2,000
Computer equipment 1,104 1,104
------------ ---------
7,104 7,104
Less: Accumulated depreciation (3,160) (2,768)
------------ ---------
$ 3,944 $ 4,336
============ =========
5. INTANGIBLE ASSETS
OCTOBER 31 JULY 31
2002 2001
------------ ---------
Cost $ 1,140 $ 1,140
Less: Accumulated amortization (513) (456)
------------ ---------
$ 627 $ 684
============ =========
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Business Plan for Next 12 Months
- --------------------------------
Since the inception of Wrestle-plex Sports Entertainment Group, Ltd,
("Wrestle-plex"), we have been developing our business plan which was to train
potential professional wrestlers and promote live wrestling events. We have
also obtained web sites over which would conduct e-commerce connected with
professional wrestling such as the sale of products connected with the sport and
the down streaming over the Internet of live wrestling events.
On December 3rd, 2002, Wrestle-plex entered into a Stock Purchase Agreement with
Cirmaker Industry Co. Ltd., incorporated under the Company Law of the Republic
of China ("Cirmaker") pursuant to which Wrestle-plex will obtain a majority
interest in Cirmaker. Accordingly, for the next twelve months, the business
operations of Cirmaker will be the primary focus of Wrestle-plex.
The main activities of Cirmaker include the manufacturing, processing, and sales
of electrical components such as crimping terminals, insulated terminals, cable
lugs, crimping tools, close ends, butt connector terminal tape type and writing
accessories. Cirmaker was incorporated under the Company Law of the Republic of
China on June 8, 1984. Cirmaker has undergone dramatic transitions in the
recent few years with its business scope now including products such as:
computer CPU coolers, audio visual home entertainment systems, optical fiber,
and telecommunication equipment. The revenue of Cirmaker grew from $1.15 million
in 1984 to 12 million in 2001. Customers grew from 20 in 1984 to over 600 direct
buyers from over 60 countries in 2001.
Cirmaker sees accelerated growth in computer CPU Cooling Fins and has
established leading positions in heat transfer technology for laptop and desktop
Computer CPU units. The patented technology to produce CPU heat dissipating
units has contributed to the growth of Cirmaker from a pure electrical parts
manufacturer to a high precision computer thermal solution manufacturer. The CPU
cooler sector has started to contribute significantly to Cirmaker's revenue for
the year 2002. Due to the acceleration of DVD sales both domestically in Taiwan
and Worldwide, Cirmaker has increased its DVD machine production. Cirmaker has
its own label DVD machines as well as an OEM product for various brands in
Taiwan and China. Cirmaker will concentrate its DVD sales toward China and other
developing countries.
Forward Looking Statements
The information contained in this section and elsewhere may at times represent
management's best estimates of the Company's future financial and technological
performance, based upon assumptions believed to be reasonable. Management makes
no representation or warranty, however, as to the accuracy or completeness of
any of these assumptions, and nothing contained in this document should be
relied upon as a promise or representation as to any future performance or
events. The Company's ability to accomplish these objectives, and whether or
not it will be financially successful is dependent upon numerous factors, each
of which could have a material effect on the results obtained. Some of these
factors are within the discretion and control of management and others are
beyond management's control. Management considers the assumptions and hypothesis
used in preparing any forward looking assessments of profitability contained in
this document to be
3
reasonable; however, we cannot assure investors that any projections or
assessments contained in this document, or otherwise made by management, will be
realized or achieved at any level.
ITEM 3. CONTROLS AND PROCEDURES.
As required by Rule 13a-14 under the Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to the filing date of this report. This evaluation was carried out under the
supervision and with the participation of our Chief Executive Officer and Chief
Financial Officer, Mr. Fabio Chiesa. Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures are effective in timely alerting management to material
information relating to us which is required to be included in our periodic SEC
filings. There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.
Disclosure controls and procedures are controls and other procedures that are
designed to ensure that information required to be disclosed our reports filed
or submitted under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed under the Exchange Act is
accumulated and communicated to management, including our Chief Executive
Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
4
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
Exhibit Number Description of Exhibit
- --------------- ------------------------------------------------------------
99.1 Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
- --------------------------------------------------------------------------------
(1) Filed as an Exhibit to this Quarterly Report on Form 10-QSB
- --------------------------------------------------------------------------------
(b) REPORTS ON FORM 8-K
On December 6, 2002, the Company filed its report on Form 8-K announcing
its acquisition of Cirmaker as described herein and in the Form 8-K filing.
SIGNATURES
----------
In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Wrestle-plex Sports Entertainment Group, Ltd.
Date: December 23, 2002
By: /s/ Fabio Chiesa
------------------------------------
Fabio Chiesa
President
Principal Executive Officer
Principal Accounting Officer
5
CERTIFICATIONS
I, Fabio Chiesa, certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Wrestle-plex Sports
Entertainment Group, Ltd.;
(2) Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
(3) Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the Registrant as of, and for, the periods presented in this
quarterly report;
(4) The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
(5) The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
(6) The Registrant's other certifying officers and I have indicated in this
quarterly report
6
whether or not there were significant changes in internal controls or in
other facts that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.
/s/ Fabio Chiesa
Date: December 23, 2002 ___________________________________
Fabio Chiesa
Chief Executive Officer
Chief Financial Officer
7