U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the period ended September 30, 2001
Commission file number 000-32229
WIRELESS SYNERGIES, INC.
(Name of Small Business Issuer in Its Charter)
Nevada 76-0616474
(State of Incorporation) (IRS Employer Identification
No.)
7720 74th DR NE Marysville, Washington 98270
(Address of Principal Executive Offices)
(713) 785-6809
Issuer's Telephone Number
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
4,500,00 shares of Common Stock ($.001 par value) as of December
21, 2001.
Transitional small business disclosure format: Yes No x
WIRELESS SYNERGIES, INC.
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending September 30, 2001
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Statements of Losses:
Three Months Ended September 30, 2001
August 19, 1999 (Date of Inception) through
September 30, 2001 and 2000
Condensed Balance Sheet:
September 30, 2001
Condensed Statements of Cash Flows:
Three Months Ended September 30, 2001
August 19, 1999 (Date of Inception) through
September 30, 2001 and 2000
Notes to Condensed Financial Statements:
September 30, 2001
Item 2. Plan of Operation
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security
Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Item 1. Financial Statements (Unaudited)
WIRELESS SYNERGIES, INC.
CONDENSED STATEMENTS OF LOSSES
(UNAUDITED)
For The For the Period
Three months ended August 19, 1999
September 30, (Date of
Inception) to
September 30,
2001 2000 2001
Costs and expenses:
General and $ - $- $ 9,075
administrative
Depreciation and - - 500
amortization
Total costs and expenses - - 9,575
Loss before taxes - - (9,575)
Provision for income taxes - - -
Net loss $ - $ - $ (9,575)
Loss per common share $ - $ -
(basic and assuming
dilution)
Weighted average shares
outstanding (Basic and 4,500,000 4,500,000
diluted)
The accompanying notes are an integral part of these financial
statements
WIRELESS SYNERGIES, INC.
CONDENSED BALANCE SHEET
SEPTEMBER 30, 2001
(UNAUDITED)
ASSETS
Current assets:
Total current assets $ 0
$ 0
LIABILITIES AND DEFICIENCY IN
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses 1,500
Total current liabilities 1,500
Stockholders' equity:
Common stock 4,500
Additional paid-in-capital 3,575
Deficit accumulated during (9,575)
development stage
Total deficiency in stockholders' (1,500)
equity
$ 0
The accompanying notes are an integral part of these
financial statements
WIRELESS SYNERGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Period
For the three August 19,
months ended 1999 (Date of
September 30 Inception) to
September 30,
2001 2000 2001
Cash flows from operating activities:
Net loss from development stage operations $- $- $(9,575)
Adjustments to reconcile net loss from
development stage operations to cash used
for operating activities:
Common Stock issued in connection
with acquisition - - 2,575
Expenses paid by related party on
Company's behalf - - 3,500
Amortization - - 500
(Increase) decrease in: - -
Other assets - - 1,500
Accounts payable and accrued expenses - - 1,500
Net cash used by operating activities - - -
Cash flows used in investing activities: - - -
Cash flows provided by financing activities: - - -
Net increase (decrease) in cash and cash equivalents - - -
Cash and cash equivalents at beginning of period - - -
Cash and cash equivalents at end of period $- $- $-
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for interest $- $- $-
Income taxes paid - - -
Common Stock issued in connection with
acquisition of license - - 2,000
Company debts paid by related party and
considered additional paid in capital - - 3,500
Common stock issued in exchange for services - - 2,575
The accompanying notes are an integral part of these financial
statements
WIRELESS SYNERGIES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(UNAUDITED)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
General
The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-QSB,
and therefore, do not include all the information necessary for a
fair presentation of financial position, results of operations and
cash flows in conformity with generally accepted accounting
principles.
In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. The results from developmental
stage operations for the three-month period ended September 30,
2001 are not necessarily indicative of the results that may be
expected for the year ended June 30, 2002. The unaudited condensed
consolidated financial statements should be read in conjunction
with the financial statements and footnotes thereto included in
the Company's June 30, 2001 annual report included in SEC Form 10-
KSB.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 141, Business
Combinations (FAS 141), and FAS 142, Goodwill and Other Intangible
Assets (FAS 142). FAS 141 addresses the initial recognition and
measurement of goodwill and other intangible assets acquired in a
business combination. FAS 142 addresses the initial recognition
and measurement of intangible assets acquired outside of a
business combination, whether acquired individually or with a
group of other assets, and the accounting and reporting for
goodwill and other intangibles subsequent to their acquisition.
These standards require all future business combinations to be
accounted for using the purchase method of accounting. Goodwill
will no longer be amortized but instead will be subject to
impairment tests at least annually. The Company is required to
adopt FAS 141 and FAS 142 on a prospective basis as of January 1,
2002; however, certain provisions of these new standards may also
apply to any acquisitions concluded subsequent to June 30, 2001.
As a result of implementing these new standards, the Company will
discontinue the amortization of goodwill as of December 31, 2001.
The Company does not believe that the adoption of FAS 141 or 142
will have a material impact on its consolidated financial
statements.
In October 2001, the Financial Accounting Standards Board issued
FAS 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (FAS 144). FAS 144 addresses financial accounting and
reporting for the impairment or disposal of long-lived assets.
This statement supersedes FAS 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of"
(FAS 121) and related literature and establishes a single
accounting model, based on the framework established in FAS 121,
for long-lived assets to be disposed of by sale. The Company is
required to adopt FAS 144 no later than January 1, 2002. The
Company does not believe that the adoption of FAS 144 will have a
material impact on its consolidated financial statements.
WIRELESS SYNERGIES, INC.
(A Development Stage Company)
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2001
(UNAUDITED)
NOTE B- BASIS OF PRESENTATION
Wireless Synergies, Inc., formerly Texas E Solutions, Inc. was
formed on August 19, 1999 under the laws of the state of Nevada.
The Company is a development stage enterprise, as defined by
Statement of Financial Accounting Standards No. 7 ("SFAS No. 7")
and was originally formed distribute vitamins, minerals,
nutritional supplements, and other health and fitness products.
In August, 2001 the Company entered into a Merger Agreement to
market and develop wireless technologies. In November 2001 the
parties to the Merger Agreement agreed to rescind the transaction
due to adverse capital market conditions and lack of
consideration. The Company is currently devoting its activities in
investigating develop various business activities. From its
inception through the date of these financial statements the
Company has recognized no revenues and has incurred significant
operating expenses.
The following discussion should be read in conjunction with the
Company's Condensed Financial Statements and Notes thereto,
included elsewhere within this Report.
Forward Looking Statements
This Form 10-QSB contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements included herein that address activities,
events or developments that the Company expects, believes,
estimates, plans, intends, projects or anticipates will or may
occur in the future, are forward-looking statements. Actual events
may differ materially from those anticipated in the forward-
looking statements. Important risks that may cause such a
difference include: general domestic and international economic
business conditions, increased competition in the Company's
markets and products. Other factors may include, availability and
terms of capital, and/or increases in operating and supply costs.
Market acceptance of existing and new products, rapid
technological changes, availability of qualified personnel also
could be factors. Changes in the Corporation's business strategies
and development plans and changes in government regulation could
adversely affect the Company. Although the Company believes that
the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be
inaccurate. There can be no assurance that the forward-looking
statements included in this filing will prove to be accurate. In
light of the significant uncertainties inherent in the forward-
looking statements included herein, the inclusion of such
information should not be regarded as a representation by the
Corporation that the objectives and expectations of the Company
would be achieved.
Plan of Operation
The Company is still in the development stage and is yet to earn
revenues from operations. The Company may experience fluctuations
in operating results in future periods due to a variety of factors
including, but not limited to, market acceptance of the Internet
and power line communication technologies as a medium for
customers to purchase the Company's products, the Company's
ability to acquire and deliver high quality products at a price
lower than currently available to consumers, the Company's ability
to obtain additional financing in a timely manner and on terms
favorable to the Company, the Company's ability to successfully
attract customers at a steady rate and maintain customer
satisfaction, Company promotions, branding and sales programs, the
amount and timing of operating costs and capital expenditures
relating to the expansion of the Company's business, operations
and infrastructure and the implementation of marketing programs,
key agreements and strategic alliances, the number of products
offered by the Company, the number of returns experienced by the
Company, and general economic conditions specific to the Internet,
power-line communications, and the communications industry.
Revenues
The Company generated no revenues from operations from its
inception. The Company believes it will begin earning revenues
from operations within the next twelve months as it transitions
from a development stage company to that of an active growth and
acquisition stage company.
Costs and expenses
From its inception on August 19, 1999 through September 30, 2001,
the Company has not generated any revenues. The Company has
incurred expenses of $9,575 during this period. These expenses
were associated principally with organization costs and
professional services.
Liquidity and Capital Resources
As of September 30, 2001, the Registrant had a working capital
deficiency of $1,500. The Registrant did not generated cash flow
from operating activities during this period. The Company has
relied on significant shareholders to professional fees and
organization costs during this period.
While the Company's significant shareholders have paid Company
debts in the past, there is no assurance this will continue in the
future. The Company is seeking financing in the form of equity in
order to provide the necessary working capital. The Company
currently has no commitments for financing. There are no
assurances the Company will be successful in raising the funds
required.
The Company's independent certified public accountants have
stated in their report included in the Company's June 30, 2001
Form 10-KSB, that the Company has not generated any revenues, has
incurred operating losses since its inceptions, and that the
Company is dependent upon management's ability to develop
profitable operations. These factors among others may raise
substantial doubt about the Company's ability to continue as a
going concern.
Product Research and Development
The Registrant currently is not engaged in any Company-sponsored
research and development and does not anticipates incurring such
costs within the next twelve months.
Acquisition or Disposition of Plant and Equipment
The Company does anticipate the sale of any significant property,
plant or equipment during the next twelve months. The Company does
not anticipate the acquisition of any significant property, plant
or equipment during the next 12 months, other than computer
equipment and peripherals used in the Company's day-to-day
operations. The Company believes it has sufficient resources
available to meet these acquisition needs.
Number of Employees
During the period ended September 30, 2001, the Company had no
employees and anticipates not hiring any personnel during the next
twelve months. Should the Registrant begin operations and
generating revenues, the Company shall hire employees. This
projected increase in personnel is dependent upon the Company
generating revenues and obtaining sources of financing. There are
no assurances the Company will be successful in raising the funds
required or generating revenues sufficient to fund any projected
increase in the number of employees.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2 - Changes in Securities and Use of Proceeds
(a) None
(b) None
(c) None
Item 3. Defaults 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
None
(b) Reports on Form 8-K filed during the three
months ended September 30, 2001.
On August 28 2001, the Company filed a Current
Report on Form 8-K dated August 20, 2001, reporting
under Items 4 and 5 describing the Company's
merger with Global-Vision.com, Inc. and a change in
the Registrant's name form Texas E Solutions, Inc.
to Wireless Synergies, Inc.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Wireless Synergies, Inc.
Registrant
December 21, 2001 By: /s/ Ben Hansel
Date Ben Hansel
President and
Chief Executive Officer