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 January 31, 2003
[ ] 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
CIRMAKER TECHNOLOGY CORPORATION
-------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Nevada 98-0228169
- ------ ----------
(State or other jurisdiction of (IRS Employer
incorporation ) Identification No.)
2300 W. Sahara Ave., Suite 500A
Las Vegas, NV 89102
- ---------------------- ---------
(Address of principal executive offices (Zip Code)
Issuer's telephone number,
including area code (702) 312-6255
---------------
Wrestle-plex Sports Entertainment Group, Ltd.
#314-837 West Hastings Street, Vancouver, B.C. V6C 1B6
-------------------------------------------------------
(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 January 31, 2003.
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 six
months ended January 31, 2003 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
JANUARY 31, 2003
(Stated in U.S. Dollars)
(Unaudited)
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
- -----------------------------------------------------
JANUARY 31 JULY 31
2003 2002
- -----------------------------------------------------
ASSETS
Current
Cash $ - $ 1,009
Prepaid expenses - 2,860
---------------------
- 3,869
Property And Equipment - 4,336
Website Development Costs - 1,713
Intangible Assets - 684
---------------------
$ - $ 10,602
===================================================
LIABILITIES
Current
Accounts payable $ 48,355 $ 18,670
Loans payable 81,690 32,804
---------------------
130,045 51,474
---------------------
SHAREHOLDERS' 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 (162,045) (72,872)
---------------------
(130,045) (40,872)
---------------------
$ - $ 10,602
===================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
(Stated in U.S. Dollars)
(Unaudited)
- -------------------------------------------------------------------------------------------------
INCEPTION
JUNE 1
THREE MONTHS ENDED SIX MONTHS ENDED 2000 TO
JANUARY 31 JANUARY 31 JANUARY 31
2003 2002 2003 2002 2003
- -------------------------------------------------------------------------------------------------
Expenses
Depreciation and amortization $ 663 $ 485 $ 1,326 $ 842 $ 5,407
Consulting - - 1,272 - 15,107
Professional fees 95,783 6,848 101,966 14,163 148,262
Office and sundry - 38 1,849 373 6,645
Travel - - - - 3,864
----------------------------------------------------------------
Loss Before
The Following 96,446 7,371 106,413 15,378 179,285
Gain On Sale Of
Assets (17,240) - (17,240) - (17,240)
----------------------------------------------------------------
Net Loss For
The Period 79,206 7,371 89,173 15,378 $162,045
=========
Deficit Accumulated
During The Development
Stage, Beginning Of
Period 82,839 31,855 72,872 23,848
-----------------------------------------------------
Deficit Accumulated
During The Development
Stage, End Of Period $ 162,045 $ 39,226 $ 162,045 $ 39,226
=====================================================================================
Net Loss Per Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
=====================================================================================
Weighted Average
Number Of Common
Shares Outstanding 15,008,000 15,008,000 15,008,000 15,008,000
=====================================================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
(Unaudited)
- ---------------------------------------------------------------
THREE SIX INCEPTION
MONTHS MONTHS JUNE 1
ENDED ENDED 2000 TO
JANUARY 31 JANUARY 31 JANUARY 31
2003 2003 2003
- ---------------------------------------------------------------
Cash Flows From Operating
Activities
Net loss for the
period $(79,206) $(89,173) $(162,045)
Adjustments To Reconcile
Net Loss To Net Cash
From Operating Activities
Gain on sale of assets (17,240) (17,240) (17,240)
Accounts payable 29,353 29,685 48,355
Depreciation and amortization 663 1,326 5,407
-------------------------------
(66,430) (75,402) (125,523)
-------------------------------
Cash Flows From Financing
Activities
Common stock issued - - 22,000
Loans payable 40,488 48,886 81,690
Proceeds on sale of assets 25,942 25,942 25,942
-------------------------------
66,430 74,828 129,632
--------- --------- ----------
Cash Flows From Investing
Activities
Website development costs - - (2,570)
Purchase of capital assets - - (1,104)
-------------------------------
- - (3,674)
-------------------------------
Increase (Decrease) In Cash - (574) 435
Cash, Beginning Of Period 435 1,009 -
-------------------------------
Cash, End Of Period $ 435 $ 435 $ 435
===============================================================
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
1. BASIS OF PRESENTATION
The unaudited financial statements as of January 31, 2003 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) Going Concern
Since inception, the Company has suffered recurring losses and net cash outflows
from operations. 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.
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.
WRESTLE-PLEX SPORTS ENTERTAINMENT GROUP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
3. SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 - five years
Sound system equipment - five 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
JANUARY 31, 2003
(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) 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
JANUARY 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
4. SHARE CAPITAL
The Company has entered into a stock purchase agreement pursuant to which the
purchaser will purchase a minimum of 2,500,000 common shares and a maximum of
10,000,000 common shares at $2.00 per share. The minimum purchase of 2,500,000
common shares is to be completed by March 31, 2003.
5. ACQUISITION AGREEMENT
Pursuant to a stock purchase agreement, dated December 3, 2002, as amended, the
Company has agreed to purchase a minimum of 80% of the issued and outstanding
shares of Cirmaker Industry Co. Ltd. ("Cirmaker"), incorporated under the
Company Law of the Republic of China. Under the terms of the agreement, the
Company will issue one common share for every two Cirmaker common shares
tendered, for the first 80% tendered. For every one percent of Cirmaker common
shares tendered beyond the 80% threshold, the Company will issue an additional
250,000 common shares. The offer to exchange shares pursuant to the agreement
extends for a period of six months from the date of the initial issuance of
shares which is subject to a minimum of 80% of the Cirmaker shares being
tendered.
6. SUBSEQUENT EVENTS
Subsequent to January 31, 2003:
a) The Company issued 8,050,000 common shares in consideration of shares of
Cirmaker tendered pursuant to the agreement referred to in Note 7.
b) The Company's name was changed to Cirmaker Technology Corporation.
c) The Company has issued 2,500,000 common shares for cash proceeds of
$60,000.
d) The Company has issued 250,000 common shares for total cash proceeds of
$500,000 pursuant to the agreement referred to in Note 4.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Business Plan for Next 12 Months
- -------------------------------------
The small business issuer (the "Issuer") was incorporated on June 1, 2000, under
the name Wrestle-plex Sports Entertainment Group, Ltd. with initial business
aspirations of training potential professional wrestlers and promoting live
wrestling events. The Issuer developed Internet web sites for the purpose of
selling products related to profession wrestling and for the purpose of down
streaming live or recorded wrestling events.
On December 3rd, 2002, the Issuer entered into a stock purchase agreement with
Cirmaker Industry Co. Ltd., a corporation organized under the Company Law of the
Republic of China in 1984 ("Cirmaker"). Pursuant to the stock purchase
agreement, the Issuer has obtained over 95% of the issued and outstanding
capital shares of Cirmaker and may obtain up to 100% of the issued and
outstanding capital shares. The acquisition was consummated in March, 2003,
subsequent to the end of the reporting period. The Issuer has sold its assets
related to professional wrestling and the business operations of Cirmaker have
become the Issuer's primary focus. Management expects the necessary
financial information regarding Cirmaker and the acquisition to be filed
shortly.
Since its inception, the main activities of Cirmaker have included the
manufacturing, processing, and sales of electrical components such as crimping
terminals, insulated terminals, cable lugs, crimping tools, close ends, and butt
connector terminal type accessories. Cirmaker has undergone dramatic
transitions in the last few years expanding its business scope to include
products such as: computer CPU coolers, audio visual home entertainment systems,
and optical fiber and other telecommunication equipment.
In December, 2002, Cirmaker entered into a production agreement with IDN
Telecom, Inc. ("IDN") whereby Cirmaker will manufacture up to 4,000,000 Set Top
Boxes. A Set Top Box is a component of digital cable TV service manufactured to
specifications of cable TV service in China. Under the agreement, the Set Top
Boxes will be sold by IDN through its affiliations in China. Gross proceeds
from these product sales are estimated to be $240,000,000 with a minimum profit
margin before tax to Cirmaker of 20%. The products will be produced pursuant to
a delivery schedule over the next four years.
The production agreement requires that Cirmaker build a manufacturing facility
in China and invest $25,000,000 in IDN. These expenses as well as other
manufacturing costs are expected to be met in part through a Stock Purchase
Agreement which has been entered into between the Issuer and China Century
Investment Corporation ("China Century"). Under the Stock Purchase Agreement,
China Century must purchase a minimum of 2,500,000 shares for an investment in
the Issuer of $5,000,000. China Century has already advanced $500,000 to the
Issuer in exchange for 250,000 common shares of the Issuer.
Over the next 12 months, the Issuer expects to continue the day to day business
operations of Cirmaker with a major focus on the manufacture of the Set Top
Boxes pursuant to the requirements of the production agreement. We have
substantial funding requirements that will need to be met if we are to meet our
obligations as set forth in the production agreement. We believe that these
requirements will be met during the next 12 months by purchases of our common
shares by China Century pursuant to the Stock Purchase Agreement. Otherwise, we
will need to raise additional working capital through the sale of our capital
stock in either public or private offerings in order to
3
continue to meet our obligations under the production agreement and to meet
other liquidity needs that will exist.
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 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, Mr. Bill
Liao, and our Chief Financial Officer, Mr. Steven D. Fellows. Based upon that
evaluation, our Chief Executive Officer and our 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
4
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
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K
Exhibit
Number Description of Exhibit
- -------- ----------------------------------------------------------------------
1.1 Stock Purchase Agreement between the Issuer and Cirmaker dated
December 3, 2002. (1)
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) Previously filed as an exhibit to our current report on Form 8-K on
December 6, 2002.
- --------------------------------------------------------------------------------
(b) REPORTS ON FORM 8-K
On December 6, 2002, the Issuer filed its report on Form 8-K
announcing its acquisition of Cirmaker as described herein and in the
Form 8-K filing.
On February 24, 2003, the Issuer filed its amendment to its report on
Form 8-K filed on December 6, 2002, announcing changes in the terms
and conditions of its acquisition of Cirmaker.
5
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.
Cirmaker Technology Corporation
Date: March 18, 2003
By: /s/ Bill Liao
-------------------
Bill Liao
Principal Executive Officer
By: /s/ Steven D. Fellows
----------------------
Steven D. Fellows
Principal Financial Officer
6
CERTIFICATIONS
I, Bill Liao, certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Cirmaker Technology
Corporation;
(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 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.
Date: March 18, 2003 /s/ Bill Liao
___________________________________
Bill Liao
Chief Executive Officer
CERTIFICATIONS
I, Steven D. Fellows, certify that;
(1) I have reviewed this quarterly report on Form10-QSB of Cirmaker Technology
Corporation;
(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 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.
Date: March 18, 2003 /s/ Steven D. Fellows
___________________________________
Steven D. Fellows
Chief Financial Officer