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 June 30, 2002
[ ] 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: 000-30872
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
3857 BIRCH STREET, #606, NEWPORT BEACH, CA 92660
Address of principal executive offices Zip Code
Issuer's telephone number, including area code: (949) 644-0095
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 August 8, 2002, there
were 1,100,000 shares of the Registrant's Common Stock outstanding.
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 June 30, 2002, and the results of its
operations and changes in its financial position from May 10, 2000, through
June 30, 2002, have been made. The results of its operations for such
interim period are not necessarily indicative of the results to be expected
for the entire year. These condensed financial statements should be read
in conjunction with the financial statements and notes thereto included in
the Company's annual report on Form 10-KSB for the year ended December 31,
2001.
2
Whitelight Technologies, Inc.
(A Development Stage Company)
Balance Sheet
June December
30, 2002 31, 2001
----------- -----------
(Unaudited)
Assets
Current Assets
Cash $ - $ 375
Interest Receivable 180 120
Note Receivable - Related Party 1,200 1,200
---------- ----------
Total Assets $ 1,380 $ 1,695
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 5,907 $ 250
Interest Payable 3,598 2,726
Note Payable - Related Party 17,450 17,450
---------- ----------
Total Current Liabilities 26,955 20,426
Stockholders' Equity
Common Stock, 100,000,000 Shares
Authorized at $.001 Par Value;
1,100,000 Shares Issued and Outstanding 1,100 1,100
Additional Paid In Capital 9,900 9,900
Deficit Accumulated in the Development Stage (36,575) (29,731)
---------- ----------
Total Stockholders' Equity (25,575) (18,731)
---------- ----------
Total Liabilities & Stockholders' Equity $ 1,380 $ 1,695
========== ==========
See accompanying notes to the financial statements.
3
Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the Period
May 10, 2001
For the Three Months Ended For the Six Months Ended (Inception) to
June June June June June
30, 2002 30, 2001 30, 2002 30, 2001 30, 2002
----------- ----------- ----------- ----------- -----------
Revenues $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
General &
Administrative 3,573 1,564 6,032 4,702 33,157
--------- --------- --------- --------- ---------
Total Expenses 3,573 1,564 6,032 4,702 33,157
Income (Loss)
from Operations (3,573) (1,564) (6,032) (4,702) (33,157)
--------- --------- --------- --------- ---------
Other Income (Expenses)
Interest Income 30 30 60 60 180
Interest Expense (436) (418) (872) (836) (3,598)
--------- --------- --------- --------- ---------
Total Other Income
(Expenses) (406) (388) (812) (776) (3,418)
--------- --------- --------- --------- ---------
Income (Loss)
Before Taxes (3,979) (1,952) (6,844) (5,478) (36,575)
Taxes - - - - -
--------- --------- --------- --------- ---------
Net Income (Loss) $ (3,979) $ (1,952) $ (6,844) $ (5,478) $ (36,575)
========= ========= ========= ========= =========
Loss Per
Common Share $ - $ - $ - $ -
Weighted Average
Outstanding Shares 1,100,000 1,100,000 1,100,000 1,100,000
See accompanying notes to the financial statements.
4
Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the Period
May 10, 2000
For the Six Months Ended (Inception)
June June to June
30, 2002 30, 2001 30, 2002
----------- ----------- -----------
Cash Flows from Operating Activities
Net Income (Loss) $ (6,844) $ (5,478) $ (36,575)
Adjustments to Reconcile Net Loss
to Net Cash;
(Increase) in Accounts/Interest Receivable (60) (1,260) (180)
Increase in Accounts/ Interest Payable 6,529 836 9,505
Expenses Paid by Stock Issuance - - 5,600
--------- --------- ---------
Net Cash Provided (Used) by
Operating Activities (375) (5,902) (21,650)
Cash Flows from Investing Activities
Proceeds from Related Party Note - - (1,200)
--------- --------- ---------
Net Cash Provided (Used) by
Investing Activities - - (1,200)
Cash Flows from Financing Activities
Issuance of Common Stock for Cash - - 5,400
Issuance of Note Payable for Cash - - 17,450
--------- --------- ---------
Net Cash Provided (Used) by
Financing Activities - - 22,850
--------- --------- ---------
Increase (Decrease) in Cash (375) (5,902) -
Cash, Beginning of Period 375 7,127 -
--------- --------- ---------
Cash, End of Period $ - $ 1,225 $ -
========= ========= =========
Supplemental Cash Flow Information
--------- --------- ---------
Interest $ - $ - $ -
Taxes - - -
See accompanying notes to the financial statements.
5
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2002
NOTE 1 - CORPORATE HISTORY
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.
The Company has yet to fully develop any material income from its
stated primary objective and it is classified as a development
stage company. All income, expenses, cash flows and stock
transactions are reported since the beginning of development stage.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents - The Company considers all highly liquid
investments with maturities of three months or less to be cash
equivalents.
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.
Use of Estimates - 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.
NOTE 3 - INCOME TAXES
The Company adopted Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes" in the fiscal year ended December
31, 2000 and has applied the provisions of the statement to the
current year which resulted in no significant adjustment.
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.
6
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2002
NOTE 3 - INCOME TAXES - continued
Deferred income taxes result from temporary differences in the
recognition of accounting transactions for tax and financial
reporting purposes. There were no temporary differences at June
30, 2002 and earlier periods; accordingly, no deferred tax
liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards over
$36,000 at June 30, 2002. No effect has been shown in the
financial statements for the net operating loss carryforwards as
the likelihood of future tax benefit from such net operating loss
carryforwards is not presently determinable. Accordingly, the
potential tax benefits of the net operating loss carryforwards,
estimated based upon current tax rates at June 30, 2002 have been
offset by valuation reserves in the same amount. The net operating
losses begin to expire in 2019.
NOTE 4 - NOTE RECEIVABLE - RELATED PARTY
During the year, the Company loaned $1,200 to a corporation whose
president is a shareholder of the Company. The receivable is
unsecured and bears interest at the rate of 10% per annum. The
note receivable is due on demand. As of June 30, 2002, the total
accrued interest receivable amount totaled $180.
NOTE 5 - 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 unsecured note 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, 2002. As of June 30, 2002 the accrued interest
balance is $3,549.
During the year, the board of directors approved to issue a
promissory note in the amount of $750. The unsecured note bears
interest at the rate of 10% and is due on demand. At June 30,
2002, accrued interest on the note totaled $49.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. Currently, the
Company does not have significant cash or other material assets,
nor does it have an established source of revenues sufficient to
cover its operating costs and to allow it to continue as a going
concern.
7
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 in cash and
$5,600 in services as capital contributions for stock of the Company.
Mezzanine Capital Ltd., an entity of which Eric C. Bronk, the sole
director and an executive officer of the Company, is an executive
officer and director, loaned $16,700 to the Company at its inception 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.
8
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
99.1 Written Statement of the Chief Executive Officer and
Chief Financial Officer with respect to compliance with Section 13(a) of
the Securities Exchange Act of 1934.
(b) Reports on Form 8-K: No reports on Form 8-K were filed
during the second quarter of the fiscal year ending December 31, 2002.
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: August 13, 2002 By: /s/ Eric Chess Bronk
Eric Chess Bronk, President and
Principal Financial and Accounting
Officer