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 December 31, 2001
Commission file number 000333-32229
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, WA 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:
4,500,000 shares of Common Stock ($.001 par value) as of February
14, 2002.
Transitional small business disclosure format: Yes No x
--- ---
WIRELESS SYNERGIES, INC.
Quarterly Report on Form 10-QSB for the
Quarterly Period Ending December 31, 2001
Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet:
December 31, 2001
Consolidated Statements of Losses:
Six Months Ended December 31, 2001 and 2000
August 19, 1999 (Date of Inception) through
December 31, 2001
Consolidated Statements of Cash Flows:
Six Months Ended December 31, 2001 and 2000
August 19, 1999 (Date of Inception) through
December 31, 2001
Notes to Consolidated Financial Statements:
December 31, 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.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
ASSETS
Unaudited
December
31, 2001
Current assets:
$ -
Total current assets $ -
LIABILITIES AND DEFICIENCY IN
STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued $
expenses 1,500
Due Stockholders 11,200
Total current liabilities 12,700
Deficiency in Stockholders' equity (12,700)
$ -
See accompanying footnotes to the unaudited consolidated financial
statements
WIRELESS SYNERGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF LOSSES
(UNAUDITED)
For the
period from
August 19,
Six months ended 1999 (date of
December 31, inception)
thru
December 31,
2001
2001 2000
Operating expenses:
Selling, general $ $ $
and administrative 11,200 - 20,275
Depreciation
- - 500
Operating expense 11,200 - 20,775
Net income before taxes (11,200) - (20,775)
Provision for income
taxes - - -
Net income $ $ $
(11,200) - (20,775)
Earnings per common $ $ $
share (0.00) (0.00) (0.00)
(basic and assuming
dilution)
Weighted average shares
outstanding
Basic and diluted 4,500,000 4,500,000 4,500,000
See accompanying footnotes to the unaudited consolidated financial
statements
WIRELESS SYNERGIES, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the
period
from
August 19,
1999 (date
Six Months Ended of
December 31, inception)
thru
December
31, 2001
2001 2000
Cash flows from operating
activities:
Net income from operating $ $ $
activities (11,200) - (20,775)
Adjustments to reconcile
net income to net cash:
Common stock issued
in connection with acquisition - - 2,575
Expenses paid by
related party on Company's - - 3,500
behalf
Depreciation and - - 500
amortization
Change in:
Other assets - 1,500
Accounts
payable and accrued expenses - - 1,500
Net cash from operating (11,200) - (11,200)
activities
Cash flows used in investing
activities:
Net cash used in - - -
investing activities
Cash flows (used in)/provided
by financing activities:
Advances from
Stockholders 11,200 11,200
Net cash used in 11,200
financing activities - 11,200
Net increase in cash and cash - - -
equivalents
Cash and cash equivalents at - - -
July 1,
Cash and cash equivalents at $ $ $
December 31, - - -
Supplemental Disclosures of
Cash Flow Information
Cash paid during the period $ $ $
for interest - - -
Income taxes paid
Common stock issued in - 5,750
connection with merger
Common stock issued in
connection with acquisition of - - 2,000
license
Company debts paid by related
party and considered - - 3,500
additional paid in capital
Common stock issued in - - 2,575
exchange for services
See accompanying footnotes to the unaudited consolidated financial
statements
WIRELESS SYNERGIES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 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 six-month period ended December 31, 2001
are not necessarily indicative of the results that may be expected
for the year ended June 30, 2002. The unaudited consolidated
financial statements should be read in conjunction with the
consolidated June 30, 2001 financial statements and footnotes
thereto included in the Company's SEC Form 10-KSB.
The Registrant began operations on August 19, 1999, and
accordingly, income statements and statements of cash flows for
the comparable periods of the preceding fiscal years have not been
presented.
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.
WIRELESS SYNERGIES, INC
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(UNAUDITED)
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.
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 to 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. The company issued
5,750,000 additional shares of its common stock in anticipation of
the merger and 2,000,000 shares of previously issued common stock
was also given as part of the merger agreement. In November 2001,
the parties involved in the Merger Agreement agreed to rescind the
transaction due to adverse capital market conditions and lack of
consideration. However, the shares issued in connection with the
merger were not canceled and returned to the company until
February 2002.
The Company is currently devoting its activities to investigating
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.
Item 2. Management's Plan of Operation
The following discussion should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto,
included elsewhere within this Report.
Forward Looking Statements
Certain statements included herein or incorporated by reference
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "reform
act"). The company desires to take advantage of certain "safe
harbor" provisions of the reform act and is including this special
note to enable the company to do so. Forward-looking statements
included or incorporated by reference in this part involve known
and unknown risks, uncertainties and other factors which would
cause the company's actual results, performance (financial or
operating) or achievements to differ materially from the future
results, performance (financial or operating) or achievements
expressed or implied by such forward looking statements.
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 December 31, 2001,
the Company has not generated any revenues. The Company has
incurred expenses of $ 20,775 during this period. These expenses
were associated principally with organization costs and
professional services.
Liquidity and Capital Resources
As of December 31, 2001, the Registrant had a working capital
deficiency of
$12,700. The Registrant did not generate any cash flow from
operating activities during this period. The Company has relied on
significant shareholders to pay for 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 inception, 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 anticipate 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 December 31, 2001, the Company had no
employees and does not anticipate 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 December 31, 2001.
On December 27, 2001, the Company filed a Current
Report on Form
8-K dated December 15, 2001, reporting under Item 4, a
change in the Company's certifying
accountants.
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
February 15, 2002 By: /s/ Ben Hansel
Date Ben Hansel
President and
Chief Executive Officer