U.S. 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 quarterly period ended: March 31, 2004
or
[ ] 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: 000-50177
NANO SUPERLATTICE TECHNOLOGY INC.
(Exact name of small business issuer as specified in its charter)
Delaware 95-4735252
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154
(Address of principal executive offices) (Zip Code)
212-407-4000
(Issuer's telephone number)
WIGWAM DEVELOPMENT, INC.
1438 Black Brant Place
Parksville, BC V9P 2A3 Canada
(Former name, former address and former fiscal year,
if changed since last report)
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 issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of the Issuer's Common Stock, $0.0001 par
value, as of the close of business on May 21, 2004 was 1,233,000.
INDEX
Nano Superlattice Technology Inc.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets as of June 30, 2003 and March 31, 2004 (unaudited) 1
Statements of Operations (unaudited) -
for the three months and nine months ended March 31, 2003
and 2004, and from July 20, 1998 (Inception) through March 31, 2004 2
Statement of Changes in Stockholders' Equity (Deficit)
From July 20, 1998 (inception) through March 31, 2004 3
Statements of Cash Flows (unaudited) -
for the three months and nine months ended March 31, 2003
and 2004, and from July 20, 1998 (Inception) through March 31, 2004 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Item 3. Controls and Procedures 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Balance Sheets
As of March 31, Year Ended June 30,
2004 2003
-------- --------
ASSETS
CURRENT ASSETS
Cash $ -- $ 454
-------- --------
TOTAL CURRENT ASSETS $ -- $ 454
-------- --------
TOTAL ASSETS $ -- $ 454
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ -- $ 2,300
-------- --------
TOTAL CURRENT LIABILITIES -- 2,300
-------- --------
TOTAL LIABILITIES -- 2,300
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, ($.0001 par value, 20,000,000
shares authorized; none issued and outstanding)
Common stock, ($.0001 par value, 80,000,000 shares
authorized; 1,233,000 issued and outstanding as of
March 31, 2004 and June 30, 2003) 125 125
Paid in-capital 31,375 24,175
Deficit accumulated during development stage (31,500) (26,146)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) -- (1,846)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ 454
======== ========
1
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Statements of Operations
July 20, 1998
Nine Months Nine Months Three Months Three Months (inception)
Ended March 31, Ended March 31, Ended March 31, Ended March 31, through March 31,
2004 2003 2004 2003 2004
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- --
GENERAL & ADMINISTRATIVE
EXPENSES 5,354 7,766 1,422 2,426 31,500
---------- ---------- ---------- ---------- ----------
TOTAL GENERAL & ADMINISTRATIVE
EXPENSES 5,354 7,766 1,422 2,426 31,500
========== ========== ========== ========== ==========
NET LOSS $ (5,354) $ (7,766) $ (1,422) $ (2,426) $ (31,500)
========== ========== ========== ========== ==========
BASIC LOSS PER SHARE (0.00) (0.01) (0.00) (0.00)
========== ========== ========== ==========
1,233,000 1,233,000 1,233,000 1,233,000
========== ========== ========== ==========
2
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From July 20, 1998 (inception) through March 31, 2004
Deficit Accumulated
Common Common Stock Additional During Development
Stock Amount Paid-in Capital Stage Total
----- ------ --------------- ----- -----
Stock issued for cash on April 6,
1999 @ $0.10 per share 14,000 $ 1 $ 1,399 $ -- $ 1,400
Stock issued for cash on April 13,
1999 @ $0.10 per share 1,000 -- 100 -- 100
Stock issued for cash on April 14,
1999 @ $0.10 per share 7,000 1 699 -- 700
Stock issued for cash on April 15,
1999 @ $0.10 per share 8,000 1 799 -- 800
Stock issued for cash on April 23,
1999 @ $0.001 per share 1,000,000 100 900 -- 1,000
Net loss, July 20, 1998 (inception)
through June 30, 1999 (76) (76)
---------- -------- ------- -------- --------
BALANCE, JUNE 30, 1999 1,030,000 103 3,897 (76) 3,924
========== ======== ======= ======== ========
Stock issued for cash on October 14,
1999 @ $0.10 per share 11,000 1 1,099 -- 1,100
Stock issued for cash on October 15,
1999 @ $0.10 per share 6,000 1 599 -- 600
Stock issued for cash on January 18,
2000 @ $0.10 per share 5,000 1 499 -- 500
Stock issued for cash on January 26,
2000 @ $0.10 per share 6,000 1 599 -- 600
Stock issued for cash on January 28,
2000 @ $0.10 per share 10,000 1 999 -- 1,000
Stock issued for cash on February 15,
2000 @ $0.10 per share 1,000 -- 100 -- 100
Stock issued for cash on February 18,
2000 @ $0.10 per share 39,000 4 3,896 -- 3,900
3
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From July 20, 1998 (inception) through March 31, 2004
(Continued)
Deficit Accumulated
Common Common Stock Additional During Development
Stock Amount Paid-in Capital Stage Total
----- ------ --------------- ----- -----
Stock issued for cash on March 31,
2000 @ $0.10 per share 25,000 3 2,497 -- 2,500
Stock issued for cash on May 22,
2000 @ $0.10 per share 100,000 10 9,990 -- 10,000
Net loss, June 30, 2000 (5,168) (5,168)
---------- -------- ------- -------- --------
BALANCE, JUNE 30, 2000 1,233,000 125 24,175 (5,244) 19,056
========== ======== ======= ======== ========
Net loss, June 30, 2001 (10,623) (10,623)
---------- -------- ------- -------- --------
BALANCE, JUNE 30, 2001 1,233,000 125 24,175 (15,867) 8,433
========== ======== ======= ======== ========
Net loss, June 30, 2002 (1,517) (1,517)
---------- -------- ------- -------- --------
BALANCE, JUNE 30, 2002 1,233,000 125 24,175 (17,384) 6,916
========== ======== ======= ======== ========
Net loss, June 30, 2003 (8,762) (8,762)
---------- -------- ------- -------- --------
BALANCE, JUNE 30, 2003 1,233,000 125 24,175 (26,146) (1,846)
========== ======== ======= ======== ========
Contributed capital 4,255 4,255
Contributed capital 2,945 2,945
Net loss, March 31, 20044 (5,354) (5,354)
---------- -------- ------- -------- --------
BALANCE, MARCH 31, 2004 1,233,000 $ 125 $31,375 $(31,500) $ --
========== ======== ======= ======== ========
4
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Statements of Cash Flows
July 20, 1998
Nine Months Nine Months Three Months Three Months (inception)
Ended March 31, Ended March 31, Ended March 31, Ended March 31, through March 31,
2004 2003 2004 2003 2004
-------- -------- -------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,354) $ (7,766) $ (1,422) $ (2,426) $(31,500)
Increase (decrease) in accounts payable (2,300) 1,915 (1,545) 2,025 --
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (7,654) (5,851) (2,967) (401) (31,500)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES -- -- -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
COMMON STOCK -- -- -- -- 125
ADDITIONAL PAID-IN CAPITAL 7,200 -- 2,945 -- 31,375
-------- -------- -------- -------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 7,200 -- 2,945 -- 31,500
-------- -------- -------- -------- --------
NET INCREASE (DECREASE) IN CASH (454) (5,851) (22) (401) --
CASH AT BEGINNING OF PERIOD 454 7,026 22 1,576 --
-------- -------- -------- -------- --------
CASH AT END OF PERIOD $ -- $ 1,175 $ -- $ 1,175 $ --
======== ======== ======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION
Interest paid $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
Income taxes paid $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
5
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2004
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated on July 20, 1998, under the laws of the State of
Delaware, as Wigwam Development, Inc. On May 19, 2004, the Company changed its
name to Nano Superlattice Technology Inc. The Company has no operations and in
accordance with SFAS # 7, the Company is considered a development stage company.
Currently, the Company is in the process of identifying a candidate for a
potential acquisition.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The financial statements have been prepared using the accrual basis of
accounting. Under the accrual basis of accounting, revenues are recorded as
earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a June 30, year-end.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash
equivalents.
D. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
E. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
6
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2004
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)
E. BASIC EARNINGS PER SHARE (CONT.)
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective July 20, 1998 (inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common or preferred stock.
NOTE 5. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company generated net losses of
$3,932 for the period ended March 31, 2004, and net losses during the period
from inception (July 20, 1998) to March 31, 2004 of $30,078. The Company's has
no current source of revenue. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. The Company's continuation as
a going concern is dependent on its ability to meet its obligations, to obtain
additional financing as may be required and ultimately to attain profitability.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
NOTE 6. INCOME TAXES
As of
March 31, 2003
--------------
Deferred tax assets:
Net operating tax carryforwards $ 4,725
Other 0
-------
Gross deferred tax assets 4,725
Valuation allowance (4,725)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
NANO SUPERLATTICE TECHNOLOGY INC.
(f/k/a Wigwam Development, Inc.)
(A Development Stage Company)
Notes to Financial Statements
As of March 31, 2004
NOTE 6. INCOME TAXES (CONT.)
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. SCHEDULE OF NET OPERATING LOSSES
1998 Net Operating Loss $ (76)
1999 Net Operating Loss (5,168)
2000 Net Operating Loss (10,623)
2001 Net Operating Loss (1,517)
2002 Net Operating Loss (8,762)
2003 Net Operating Loss (3rd quarter) (5,354)
--------
Net Operating Loss $(31,500)
========
As of March 31, 2004, the Company has a net operating loss carryforward of
approximately $31,500, which will expire 20 years from the date the loss was
incurred.
NOTE 8. RELATED PARTY TRANSACTION
The Company's neither owns nor leases any real or personal property. During the
quarter a director without charge provided office services. Such costs are
immaterial to the financial statements and, accordingly, have not been reflected
therein..
NOTE 9. SUBSEQUENT EVENT
On April 12, 2004 subsequent to the balance sheet Mr. Steven Grauer, president,
director, and controlling shareholder of Wigwam Development, Inc. entered into a
stock purchase agreement with Mr. Wen Chao Hsin. Pursuant to the terms of the
agreement, Mr. Grauer sold 1,000,000 shares of common stock owned by him to Mr.
Hsin. The shares represent approximately 81.1% of the Companies issued and
outstanding shares of common stock. Mr. Hsin purchased the Shares for $5,000.
The source of the funds was from Mr. Hsin's personal funds. The basis of the
change in control was the change in the controlling shareholder. Effective on
the day, Mr. Hsin was appointed as a director of the Company, and Messrs. Steven
Grauer and Donald Scribner resigned as directors.
On May 18, 2004, the Board of Directors of the Company and its wholly-owned
subsidiary, Nano Superlattice Technology, Inc., a Delaware corporation ("Nano")
adopted resolutions to merge Nano with and into the Company. On May 19, 2004,
upon the filing of a Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware, Nano was merged with and into the Company.
Simultaneously with the merger, the Company changed its name to Nano
Superlattice Technology, Inc.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS
CERTAIN FORWARD-LOOKING INFORMATION
Information provided in this Quarterly Report on Form 10-QSB may contain
forward-looking statements within the meaning of Section 21E or Securities
Exchange Act of 1934 that are not historical facts and information. These
statements represent the Company's expectations or beliefs, including, but not
limited to, statements concerning future and operating results, statements
concerning industry performance, the Company's operations, economic performance,
financial conditions, margins and growth in sales of the Company's services,
capital expenditures, financing needs, as well as assumptions related to the
forgoing. For this purpose, any statements contained in this Quarterly Report
that are not statement of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based on current expectations
and involve various risks and uncertainties that could cause actual results and
outcomes for future periods to differ materially from any forward-looking
statement or views expressed herein. The Company's financial performance and the
forward-looking statements contained herein are further qualified by other risks
including those set forth from time to time in the documents filed by the
Company with the Securities and Exchange Commission, including the Company's
most recent Form 10SB.
CONDITION AND RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2004
Our current cash balance is $0. Revenues were -0- for the quarter ending March
31, 2004 and -0- for the same quarter ending 2003. Operating Expenses were
$1,422 for the three months ended March 31, 2004 and $2,426 for the same period
in 2003. The Company is a development stage company. As of the date of this
10-QSB, the Company has not commenced any business operations. The Company
intends to spend its time identifying a candidate for a potential acquisition.
There is no guarantee that the Company will succeed in identifying such a
candidate, or, if such a candidate is identified, there is no guarantee that the
Company will be able to consummate a transaction on favorable terms.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of the Company's management,
including our principal executive officer and the principal financial officer,
the Company conducted an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the period covered by this report (the "Evaluation Date"). Based on this
evaluation, the Company's principal executive officer and principal financial
officer concluded as of the Evaluation Date that the Company's disclosure
controls and procedures were effective such that the material information
required to be included in our Securities and Exchange Commission ("SEC")
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to the Company.
Additionally, there were no significant changes in the Company's internal
control over financial reporting or in other factors that occurred during this
quarter that could materially affect, or is reasonably likely to materially
affect the Company's internal control over financial reporting. We have not
identified any significant deficiencies or material weaknesses in our internal
control over financial reporting, and therefore there were no corrective actions
taken.
8
PART II - OTHER INFORMATION
ITEM 1. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
31 Certification of the Principal Executive Officer and Principal
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32 Certifications of Principal Executive Officer and Principal
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
(b) Reports on Form 8-K:
There was a report on Form 8-K filed on April 27, 2004, under Item 1.
9
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Nano Superlattice Technology Inc.
Dated: May 24, 2004 By: /s/ Wen Chao Hsin
------------------------------------------
Wen Chao Hsin
President (Principal Executive Officer and
Principal Financial Officer)
10