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 September 30, 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
November 17, 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 September 30, 2003,
and the results of its operations and changes in its financial
position from May 10, 2000, through September 30, 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
September December
30, 2003 31, 2002
----------- -----------
(Unaudited)
Assets
Current Assets
Interest Receivable $ 330 $ 240
Note Receivable - Related Party 1,200 1,200
---------- ----------
Total Assets $ 1,530 $ 1,440
========== ==========
Liabilities & Stockholders' Equity
Current Liabilities
Accounts Payable $ 9,145 $ 721
Interest Payable 6,401 4,614
Note Payable - Related Party 23,906 23,906
---------- ----------
Total Current Liabilities 39,452 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 (48,922) (38,801)
---------- ----------
Total Stockholders' Equity (37,922) (27,801)
---------- ----------
Total Liabilities & Stockholders' Equity $ 1,530 $ 1,440
========== ==========
See accompanying notes to the financials 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 Nine Months Ended (Inception) to
September September September September September
30, 2003 30, 2002 30, 2003 30, 2002 30, 2003
---------- ---------- ---------- ---------- ----------
Revenues $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
General &
Administrative 2,408 - 6,778 6,032 41,205
--------- --------- --------- --------- ---------
Total Expenses 2,408 - 6,778 6,032 41,205
--------- --------- --------- --------- ---------
Income (Loss)
from Operations (2,408) - (6,778) (6,032) (41,205)
Other Income (Expenses)
Interest Income 30 30 90 90 330
Interest Expense (598) (436) (1,787) (1,308) (6,401)
--------- --------- --------- --------- ---------
Total Other Income
(Expenses) (568) (406) (1,697) (1,218) (6,071)
--------- --------- --------- --------- ---------
Income (Loss)
Before Taxes (2,976) (406) (8,475) (7,250) (47,276)
Taxes - - (1,646) - (1,646)
--------- --------- --------- --------- ---------
Net Income (Loss) $ (2,976) $ (406) $ (10,121) $ (7,250) $ (48,922)
========= ========= ========= ========= =========
Loss Per
Common Share $ - $ - $ (0.01) $ (0.01)
Weighted Average
Outstanding Shares 1,100,000 1,100,000 1,100,000 1,100,000
See accompanying notes to the financials statements.
4
Whitelight Technologies, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
For the Period
May 10, 2000
For the Nine Months Ended (Inception)
September September to September
30, 2003 30, 2002 30, 2003
----------- ----------- -----------
Cash Flows from Operating Activities
Net Income (Loss) $ (10,121) $ (7,250) $ (48,922)
Adjustments to Reconcile Net Loss
to Net Cash;
(Increase) in Accounts/Interest Receivable (90) (90) (330)
Increase in Accounts/ Interest Payable 10,211 6,965 15,546
Expenses Paid by Stock Issuance - - 5,600
---------- ---------- ----------
Net Cash Provided (Used) by
Operating Activities - (375) (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 - (375) -
Cash, Beginning of Period - 375 -
---------- ---------- ----------
Cash, End of Period $ - $ - $ -
========== ========== ==========
Supplemental Cash Flow Information
Interest $ - $ - $ -
Income Taxes - - 1,646
See accompanying notes to the financials statements.
5
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 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.
6
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 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 September 30, 2003
and earlier periods; accordingly, no deferred tax liabilities have
been recognized for all years.
The Company has cumulative net operating loss carryforwards over
$48,000 at September 30, 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 September 30, 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 the president and sole director 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 September 30,
2003, the total accrued interest receivable amount totaled $330.
NOTE 5 - NOTE PAYABLE RELATED PARTY
The Company has issued several unsecured promissory notes bearing
interest rate of 10% per annum and are due and payable on demand.
At September 30, 2003, the accrued interest associated with the
various notes was $6,401.
September 30, 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 $ - $ -
======== ========
7
Whitelight Technologies, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 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. It is the intent of
the Company to find additional capital funding and/or a profitable
business venture to acquire or merge with.
8
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. Since inception the Company has borrowed funds from
corporations related to the Company for operating expenses.
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 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,
8
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 Principal 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 Principal
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.
31 Rule 13a-14(a) Certification by Principal
Executive Officer and Principal Financial Officer
32 Section 1350 Certification of Principal Executive
Officer and Principal Financial Officer.
(b) Reports on Form 8-K: No reports on Form 8-K were
filed during the third 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: November 18, 2003 By: /s/ Eric C. Bronk
Eric Chess Bronk, President and
Treasurer (Principal Executive
Officer and Principal Financial and
Accounting Officer