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, 2003
[ ] 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 May 7, 2003, 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 March 31, 2003, and the results of its
operations and changes in its financial position from May 10, 2000, through
March 31, 2003, 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,
2002.
2
Whitelight Technologies, Inc.
(A Development Stage Company)
Balance Sheet
March December
31, 2003 31, 2002
----------- -----------
(Unaudited)
Assets
Current Assets
Interest Receivable $ 270 $ 240
Note Receivable - Related Party 1,200 1,200
--------- ---------
Total Assets $ 1,470 $ 1,440
========= =========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 721 $ 721
Interest Payable 5,050 4,614
Note Payable - Related Party 23,906 23,906
--------- ---------
Total Current Liabilities 29,677 29,241
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 (39,207) (38,801)
--------- ---------
Total Stockholders' Equity (28,207) (27,801)
--------- ---------
Total Liabilities & Stockholders' Equity $ 1,470 $ 1,440
========= =========
See accompanying notes to the financial statements.
3
Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the Period
May 10, 2000
For the Three Months Ended (Inception)
March March to March
31, 2003 31, 2002 31, 2003
----------- ----------- -----------
Revenues $ - $ - $ -
Expenses
General & Administrative - 2,459 34,427
--------- --------- ---------
Total Expenses - 2,459 34,427
--------- --------- ---------
Income (Loss) from Operations - (2,459) (34,427)
Other Income (Expenses)
Interest Expense (436) (436) (5,050)
Interest Income 30 30 270
--------- --------- ---------
Total Other Income (Expenses) (406) (406) (4,780)
--------- --------- ---------
Income (Loss) Before Taxes (406) (2,865) (39,207)
Taxes - - -
--------- --------- ---------
Net Income (Loss) $ (406) $ (2,865) $ (39,207)
========= ========= =========
Loss Per Common Share $ - $ -
Weighted Average
Outstanding Shares 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 Three Months Ended (Inception)
March March to March
31, 2003 31, 2002 31, 2003
----------- ----------- -----------
Cash Flows from Operating Activities
Net Income (Loss) $ (406) $ (2,865) $ (39,207)
Adjustments to Reconcile Net Loss
to Net Cash;
(Increase) in Accounts/Interest Receivable (30) (30) (270)
Increase in Accounts/ Interest Payable 436 2,645 5,771
Expenses Paid by Stock Issuance - - 5,600
--------- --------- ---------
Net Cash Provided (Used) by
Operating Activities - (250) (28,106)
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 - - 23,906
--------- --------- ---------
Net Cash Provided (Used) by
Financing Activities - - 29,306
--------- --------- ---------
Increase (Decrease) in Cash - (250) -
Cash, Beginning of Period - 375 -
--------- --------- ---------
Cash, End of Period $ - $ 125 $ -
========= ========= =========
Supplemental Cash Flow Information
Interest $ - $ - $ -
Income Taxes - - -
See accompanying notes to the financial statements.
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Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003
NOTE 1 - CORPORATE HISTORY
Whitelight Technologies, Inc. (the "Company") was incorporated in Nevada on
May 10, 2000, 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.
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Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003
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 March 31, 2003 and earlier periods;
accordingly, no deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards over $39,000 at
March 31, 2003. 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 March 31, 2003 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 2001, 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
March 31, 2003, the total accrued interest receivable amount totaled $270.
NOTE 5 - NOTE PAYABLE RELATED PARTY
The Company has issued several promissory notes to various corporations whose
shareholder is an officer of the Company. The notes are unsecured, bear an
interest rate of 10% per annum and are due and payable on demand. At
March 31, 2003, the accrued interest associated with the various notes was
$5,050.
March 31, December 31,
The Company has the following note payable obligations: 2003 2002
---------- ----------
Related party notes payable due on demand plus accrued
interest at a rate of 10% per annum $ 23,906 $ 23,906
-------- --------
Totals $ 23,906 $ 23,906
Less Current Maturities (23,906) (23,906)
-------- --------
Total Long-Term Notes Payable $ - $ -
======== ========
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Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003
NOTE 5 - NOTE PAYABLE RELATED PARTY continued
Following are maturities of long-term debt for each of the next five years:
Year Amount
---------- --------
2003 $ 23,906
2004 -
2005 -
2006 -
Thereafter -
-------
Total $ 23,906
=======
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.
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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 in cash and
$5,600 in services as capital contributions for stock of the Company.
Mezzanine Fund Management, Ltd., an entity of which Eric Chess Bronk, the
sole director and an executive officer of the Company, is a director,
loaned $16,700 to the Company at its inception for operating expenses.
Saiph Corporation, an entity of which Mr. Bronk is a shareholder, loaned
$750 to the Company for operating expenses. During 2002 Mezzanine Fund
Management, Ltd. loaned $2,595 to the Company and Cygni Capital LLC, an
entity of which Mr. Bronk is the managing member, loaned $3,861 to the
Company.
Management estimates that the cash requirements for the year ending
December 31, 2003, will be approximately $8,325, if no change in operations
occurs during the year. Management anticipates that any additional needed
funds will be loaned to the Company on the same or similar terms as those
of other loans to the Company. There is no agreement with any of the
companies and no assurance that all or a portion of these funds will be
loaned to the Company. If the Company is unable to borrow such funds,
management will seek other sources of funding which are currently unknown
to management. There is no assurance that such funding would be available,
or that if it is made available, it could be obtained on terms favorable to
the Company.
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 loss to the Company of all related costs incurred.
9
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.
ITEM 3. CONTROLS AND PROCEDURES
Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on this evaluation, the President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of our last evaluation.
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 first quarter of the fiscal year ending December 31, 2003.
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 14, 2003 By: /s/ Eric Chess Bronk
Eric Chess Bronk, President and
Principal Financial and Accounting
Officer
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CERTIFICATIONS
I, Eric Chess Bronk, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of
Whitelight Technologies, Inc.;
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. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14 and 15-d-
14) for the registrant and I have:
(a) designed such disclosure controls and procedures to ensure
the material information relating to the registrant is made known to
me, particularly during the period in which this quarterly report was
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 my conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. I have disclosed, based on my most recent evaluation, to the
registrant's auditors and to the boards of directors:
(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
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6. I have indicated in this quarterly report whether or not there
were significant changes in internal controls or in other factors 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.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: May 14, 2003 /s/ Eric Chess Bronk
Eric Chess Bronk, Chief Executive
Officer and Chief Financial Officer
12