SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarterly period ended September 30, 2004
[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from ______________ to ______________
Commission file number: 000-32313
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
--------------------------------------
(Exact name of small business issuer as specified in its charter)
NEVADA 86-1010346
- --------------------------------------------------------------------------------
(State or other jurisdiction of I.R.S. Employer Identification No.)
incorporation or organization)
1100- 789 West Pender Street, Vancouver, BC, V6C 1H2, Canada
------------------------------------------
(Address of principal executive office) (Zip Code)
604-687-7492
---------------------
(Issuer's telephone number)
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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes XX No
---- ----
The number of outstanding shares of the issuer's common stock, $0.001 par value,
as of September 30, 2004 was 7,010,000.
1
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS PAGE
Part I Financial Information
Item 1. Financial Statements:
Condensed Balance Sheets
September 30, 2004 (unaudited) and December 31, 2003 ..................3
Unaudited Condensed Statements of Operations for the
three and nine months ended September 30, 2004 and 2003,
and cumulative from inception on December 31, 1998
through September 30, 2004 ............................................4
Unaudited Condensed Statements of Cash Flows for the
nine months ended September 30, 2004 and 2003, and cumulative
from inception on December 31, 1998 through September 30, 2004 ........5
Statement of Changes in Stockholders' equity for the period from
December 31, 1998 to September 30, 2004 (unaudited)....................6
Notes to Financial Statements (unaudited) .............................7
Item 2. Plan of operation .....................................................7
Part II Other Information
Item 1. Legal Proceedings .....................................................8
Item 2. Changes in Securities .................................................8
Item 6. Exhibits and Reports on Form 8-K ..................................... 8
Signatures ....................................................................8
2
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
September 30, December 31,
2004 2003
----------- -------------
(unaudited)
ASSETS
---------
ASSETS-Cash
Cash $ - $ 211
OTHER- Patent costs 2,222
----------- -------------
$ 2,222 $ 211
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 4,374 $ -
Advances, related parties 17,811 2,902
----------- -------------
Total Current Liabilities 22,185 2,902
----------- -------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, par value $.001, 25,000,000 shares
authorized; 7,000,000 outstanding, 2003
7,010, 000 issued, 7,000,000 oustanding, 2004 7,010 7,000
Paid in capital 18,050 13,060
(Deficit) accumulated during the development stage (45,023) (22,751)
----------- -------------
Total Stockholders' Equity (Deficit) (19,963) (2,691)
----------- -------------
Total Stockholders' Equity (Deficit)
$ 2,222 $ 211
=========== ==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
3
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
( a Development Stage Company)
CONDENSED STATEMENTS OF OPERATIONS
(unaudited)
Cumulative
from
December 31,
1998
(Inception)
Three Months Ended Nine Months Ended to
September 30, September 30, September 30,
--------------------- --------------------- -------------
2004 2003 2004 2003 2004
---------- ---------- ---------- ---------- -------------
REVENUE $ - $ - $ - $ - $ -
---------- ---------- ---------- ---------- -------------
EXPENSES
General and adminstrative 10,410 875 21,013 3,320 41,910
Resarch and development - 1,258 3,113
---------- ---------- ---------- ---------- -------------
TOTAL EXPENSES 10,410 875 22,271 3,320 45,023
---------- ---------- ---------- ---------- -------------
NET (LOSS) $ (10,410)$ (875)$ (22,271 $ (3,320)$ (45,023)
========== ========== ========== ========== =============
BASIC NET (LOSS) PER COMMON SHARE $ * $ * $ * $ *
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING 7,010,000 7,000,000 7,005,556 7,000,000
========== ========== ========== ==========
* Less than $(.01) per share
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
4
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
( a Development Stage Company)
CONDENSED STATEMENTS OF CASH FLOWS
(unaudited)
Cumulative
from
December 31,
1998
Nine Months Ended (Inception)
------------------------- to
September 30, September 30,
------------------------- --------------
2004 2003 2004
------------ ------------ --------------
OPERATING ACTIVITIES
Net (loss) from operations $ (22,271) $ (3,320) $ (45,023)
Adjustments to reconcile net (loss) to net
cash used by operating activities:
Changes in:
Accounts payable 4,374 4,374
------------ ------------ --------------
NET CASH (USED BY) OPERATING ACTIVITIES (17,897) (3,320) (40,649)
------------ ------------ --------------
INVESTING ACTIVITIES
Increase in patent pending costs (2,222) (2,222)
------------ --------------
NET CASH (USED BY) OPERATING ACTIVITIES (2,222) (2,222)
------------ --------------
FINANCING ACTIVITIES
Advances-related parties 14,908 3,320 30,871
Proceeds from common stock 5,000 - 12,000
------------ ------------ --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 19,908 3,320 42,871
------------ ------------ --------------
NET INCREASE (DECREASE) IN CASH (211) - (0)
------------ ------------ --------------
CASH, BEGINNING OF PERIOD 211 - -
------------ ------------ --------------
CASH, END OF PERIOD $ (0) - $ (0)
============ ============ ==============
Supplemental Schedule of Noncash
Investing and Financing Activities:
Contribution of shareholder advances to capital $ 13,060
==============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(Deficit)
Accumulated
Common Stock During the
----------------------- Paid In Development
Shares Amount Capital Stage Total
----------- ----------- ----------- ------------ ------------
Balances, at inception - $ - $ - $ - $ -
Issuance of stock, January 12,1999
at $.001 per share 7,000,000 7,000 - 7,000
Net (loss) for the year (3,735) (3,735)
----------- ----------- ----------- ------------ ------------
Balances, December 31, 1999 7,000,000 7,000 - (3,735) 3,265
Net (loss) for the year (4,485) (4,485)
----------- ----------- ----------- ------------ ------------
Balances, December 31, 2000 7,000,000 7,000 - (8,220) (1,220)
Net (loss) for the year (4,185) (4,185)
----------- ----------- ----------- ------------ ------------
Balances, December 31, 2001 7,000,000 7,000 - (12,405) (5,405)
Net (loss) for the year (4,335) (4,335)
----------- ----------- ----------- ------------ ------------
Balances, December 31, 2002 7,000,000 7,000 - (16,740) (9,740)
Contirbuted capital 13,060 13,060
Net (loss) for the year (6,011) (6,011)
----------- ----------- ----------- ------------ ------------
Balances, December 31, 2003 7,000,000 7,000 13,060 (22,751) (2,691)
(unaudited)
Stock subscriptions, fully paid
May 27, 2004 10,000 10 4,990 5,000
Net (loss) for the nine months (22,271) (22,271)
----------- ----------- ----------- ------------ ------------
Balances, September 30, 2004, 7,010,000 $ 7,010 $ 18,050 $ (45,023)$ (19,963)
(unaudited) =========== =========== =========== ============ ============
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
WIRELESS BILLBOARDS TECHNOLOGIES, INC.
Notes to Financial Statements (unaudited)
Note 1. BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation of the
Company's financial position as of September 30, 2004 and the results of its
operations for the three and nine months ended September 30, 2004 and 2003 and
cash flows for the nine months ended September 30, 2004 and 2003 have been made.
Operating results for the nine months ended September 30, 2004 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2004.
These condensed financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Form 10-KSB
for the year ended December 31, 2003.
Note 2. CHANGE IN LEVEL OF OPERATING EXPENSES
During the current quarter management increased its level of accrued
compensation and office overhead expense to $1,000 per month for each category,
resulting in a total of $6,000 compared to $675 for the same quarter a year ago.
In addition the amount incurred for the current quarter for accounting and audit
services was $4,030, which was $3,947 higher than the same quarter a year ago.
ITEM 2. PLAN OF OPERATION
For the near term, the Company continues to seek merger and/or acquisition
candidates. It has had no operations since inception and is financially
dependent on its shareholders, who have financed its existence to date.
Management of the Company believes that its shareholders will continue to
provide the finances the Company requires, without the need to raise additional
capital.
7
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certificate of CEO/CFO as Required by Rule 13a-14(a)/15d-14
31.2 Certificate of CEO/CFO as Required by Rule Rule 13a-14(b) and Rule
15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 of Chapter 63 of
Title 18 of the United States Code
32.1 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
32.2 CERTIFICATION PURSUANT TO 18 U.S.C. 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(b) Reports on Form 8-K
None
SIGNATURE
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
WIRELESS BILLBOARDS TECHNOLOGIES, CORP.
(Registrant)
Date: November 15,2004
By:/s/ Arshad Shah
- ----------------------
Arshad Shah
President and Director
8
EXHIBIT 31.1
CERTIFICATION
I, Arshad Shah , certify that:
1. I have reviewed this quarterly report on Form 10-QSB of WIRELESS BILLBOARDS
TECHNOLOGIES, CORP.;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
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
6. The registrant's other certifying officers and 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.
Date: November 15, 2004
/s/ Arshad Shah
- ------------------------
By: Arshad Shah, CEO
9
EXHIBIT 31.2
CERTIFICATION
I, Arshad Shah, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of WIRELESS BILLBOARDS
TECHNOLOGIES, CORP.;
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. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is 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 our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
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
6. The registrant's other certifying officers and 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.
Date: November 15, 2004
/s/ Arshad Shah
- -------------------------
By: Arshad Shah, CFO
10
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of WIRELESS BILLBOARDS TECHNOLOGIES,
CORP. (the "Company") on Form 10-QSB for the period ended September 30, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Arshad Shah, Chief Financial Officer of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Arshad Shah
-------------------------
Date: NOvember 15, 2004 Arshad Shah
Chief Financial Officer
11
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of WIRELESS BILLBOARDS TECHNOLOGIES,
CORP. (the "Company") on Form 10-QSB for the period ended September 30, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Arshad Shah, Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Arshad Shah
--------------------------
Date: November 15, 2004 Arshad Shah
Chief Executive Officer
12