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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 0-30872
WHITELIGHT TECHNOLOGIES, INC.
(Exact name of Registrant as specified in charter)
NEVADA 33-0910363
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Check whether the Issuer (1) has 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 fling requirements for the past 90 days.
(1) Yes [X] No [ ] (2) 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: At May 7, 2001, there were
1,100,000 shares of the Registrant's Common Stock outstanding.
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PART I
ITEM 1. FINANCIAL STATEMENTS
The condensed financial statements included herein have been prepared
by the Company, 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 generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of March 31, 2001, and the results of its
operations and changes in its financial position from May 10, 2000, through
March 31, 2001, have been made. The results of its operations for such
interim period is not necessarily indicative of the results to be expected
for the entire year.
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Whitelight Technologies, Inc.
(A Development Stage Company)
Balance Sheet
March December
31, 2001 31, 2000
---------- ----------
(Unaudited)
Assets
Current Assets
- --------------
Cash $ 5,427 $ 7,127
Interest Receivable 30 -
Note Receivable 1,200 -
---------- ----------
Total Assets $ 6,657 $ 7,127
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
- -------------------
Accounts Payable $ 2,637 $ -
Interest Payable 1,462 1,044
Note Payable - Related Party (Note 4) 16,700 16,700
---------- ----------
Total Current Liabilities 20,799 17,744
Stockholders' Equity
- --------------------
Common Stock, 100,000,000 Shares
Authorized at $.001 Par Value;
1,100,000 Shares Issued and Outstanding 1,100 1,100
Capital in Excess of Par Value 9,900 9,900
Deficit Accumulated in the Development Stage (25,142) (21,617)
---------- ----------
Total Stockholders' Equity (14,142) (10,617)
---------- ----------
Total Liabilities & Stockholders' Equity $ 6,657 $ 7,127
========== ==========
See Accompanying Notes
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Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
From May
For the 10, 2000
Three Months Ended (Inception)
March March to March
31, 2001 31, 2000 31, 2001
----------- ----------- -----------
Revenues $ 30 $ - $ 30
- --------
Expenses
- --------
General & Administrative 3,138 - 23,710
Interest Expenses 418 - 1,462
----------- ----------- -----------
Total Expenses 3,556 - 25,172
Net Income (Loss) Before Taxes (3,526) - (25,142)
Taxes (Note 2) (3,526) - -
----------- ----------- -----------
Net Income (Loss) $ (888) $ - $ -
=========== =========== ===========
Loss Per Common Share (Note 1) $ - $ -
Average Outstanding Shares
(Note 1) 1,100,000 1,077,769
=========== ===========
See Accompanying Notes
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Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flows
Unaudited
From May
For the 10, 2000
Three Months Ended (Inception)
March March to March
31, 2001 31, 2000 31, 2001
----------- ----------- -----------
Cash Flows from Operating Activities
- ------------------------------------
Net (Loss) $ (888) $ - $ (25,142)
Adjustments to Reconcile Net
Loss to Net Cash
(Increase) in Accounts/Interest
Receivable (1,230) - (1,230)
Increase in Accounts/
Interest Payable 418 - 4,099
Expenses Paid by Stock Issuance - - 5,600
----------- ----------- -----------
Net (Used) by Operating
Activities (1,700) - (16,673)
Cash Flows from Investing Activities - - -
- ------------------------------------ ----------- ----------- -----------
Cash Flows from Financing Activities
- ------------------------------------
Issuance of Common Stock for Cash - - 5,400
Issuance of Note Payable for Cash - - 16,700
----------- ----------- -----------
Net Cash Provided by Financing
Activities - - 22,100
Increase (Decrease) in Cash and
Cash Equivalents (1,700) - 5,427
Cash and Cash Equivalents at
Beginning of Period 7,127 - -
----------- ----------- -----------
Cash and Cash Equivalents at
End of Period $ 5,427 $ - $ 5,427
=========== =========== ===========
Disclosure from Operating Activities
- ------------------------------------
Interest $ - $ - $ -
Taxes - - -
See Accompanying Notes
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Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
-------------------------
Whitelight Technologies, Inc. (the "Company") was incorporated in Nevada
on May 10, 2000, as Whitelight Technologies, Inc. for the purpose of
seeking and consummating a merger or acquisition with a business entity
organized as a private corporation, partnership, or sole proprietorship.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents. All cash is currently held in
trust by the Company's attorney.
Earnings (Loss) Per Share
-------------------------
The computation of earnings per share of common stock is based on the
weighted average number of shares outstanding at the date of the financial
statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting
for Income taxes" in the fiscal year ended December 31, 2000.
Statement of Financial Accounting Standards No. 109 " Accounting for
Income Taxes" requires an asset and liability approach for financial
accounting and reporting for income tax purposes. This statement
recognizes (a) the amount of taxes payable or refundable for the current
year and (b) deferred tax liabilities and assets for future tax
consequences of events that have been recognized in the financial
statements or tax returns.
Since the Company has not completed a complete year of operations, there
is not an established net operating loss. Any net operating loss (if
generated by the end of the year) will not expire until 2020.
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the
financial statements and revenues and expenses during the reporting period.
In these financial statements, assets, liabilities and earnings involve
extensive reliance on management's estimates. Actual results could differ
from those estimates.
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Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2001
NOTE 4 - NOTE PAYABLE - RELATED PARTY
The Company issued a promissory note in the amount of $16,700 to
Mezzanine Capital Ltd. on May 18, 2000. The note is unsecured and carries
an interest rate of 10% per annum to begin accruing on the date of the
note. The principal and interest of the note shall be due and payable on
May 18, 2001.
NOTE 5 - COMMON STOCK TRANSACTIONS
The Company has issued 560,000 shares of common stock for services
performed in organizing the Company.
NOTE 6 - NOTE RECEIVABLE - RELATED PARTY
During the first quarter of 2001, the Company loaned to a Corporation
who is a shareholder in the Company. The receivable is unsecured and is
bearing an interest rate of 10% per annum. The note receivable is due on
demand. As of March 31, 2001, accrued interest amounts to $30.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose
of engaging in any lawful activity permitted under Nevada state law;
however, the Company does not have any significant cash or other material
assets, nor does it have an established source of revenues sufficient to
cover operating costs and to allow it to continue as a going concern. The
Company intends to take advantage of any reasonable business proposal
presented which management believes will provide the Company and its
stockholders with a viable business opportunity. The board of directors
will make the final approval in determining whether to complete any
acquisition, but will submit the proposal to the shareholders for final
approval.
The original shareholders contributed a total of $5,400 as capital
contributions for stock of the Company and Mezzanine Capital Ltd. loaned
$16,700 to the Company for operating expenses.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements, disclosure
documents, and other instruments will require substantial management time
and attention and will require the Company to incur costs for payment of
accountants, attorneys, and others. If a decision is made not to
participate in or complete the acquisition of a specific business
opportunity, the costs incurred in a related investigation will not be
recoverable. Further, even if an agreement is reached for the
participation in a specific business opportunity by way of investment or
otherwise, the failure to consummate the particular transaction may result
in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources
that will be necessary to locate and acquire or merge with a business
prospect. There is no assurance that the Company will be able to acquire
an interest in any such prospects, products, or opportunities that may
exist or that any activity of the Company, regardless of the completion of
any transaction, will be profitable. If and when the Company locates a
business opportunity, management of the Company will give consideration to
the dollar amount of that entity's profitable operations and the adequacy
of its working capital in determining the terms and conditions under which
the Company would consummate such an acquisition. Potential business
opportunities, no matter which form they may take, will most likely result
in substantial dilution for the Company's shareholders due to the likely
issuance of stock to acquire such an opportunity.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Whitelight Technologies, Inc.
Date: May 15, 2001 By /s/ Eric Chess Bronk, President and
Principal Financial and Accounting Officer