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 quarterly period ended September 30, 2000
--------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________________ to _______________
Commission File No. 000-30529
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WINGS & THINGS, INC.
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 87-0464667
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
369 East 900 South, Suite 149
Salt Lake City, Utah 84111
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (801) 323-2395
---------------
Indicate by check mark whether the Issuer (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the Issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding as of October 23, 2000
----------------------------------- ----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 17,000,000 SHARES
<PAGE> 1
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
<PAGE> 2
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Financial Statements
September 30, 2000
<PAGE> 3
<Chisholm & Associates letterhead>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Wings & Things, Inc.
Salt Lake City, Utah
We have reviewed the accompanying consolidated balance sheet of Wings &
Things, Inc. as of September 30, 2000 and the related statements of income and
cash flows for the period then ended. These financial statements are the
responsibility of the company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of December 31, 1999, and the related
statements of income, retained earnings, and cash flows for the year then
ended (not presented herein); and in our report dated April 5, 2000, we
expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of
December 31, 1999, is fairly stated, in all material respects, in relation to
the balance sheet from which it has been derived.
The accompanying statements of operations and cash flows for the period ended
September 30, 1999 were not audited or reviewed by us and, accordingly, we do
not express an opinion on them.
/s/ Chisholm & Associates
Chisholm & Associates
October 27, 2000
<PAGE> 4
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Balance Sheets
ASSETS
September 30, December 31,
2000 1999
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(Unaudited)
CURRENT ASSETS
Cash 0 0
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TOTAL ASSETS 0 0
============= ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related Party 40,000 40,000
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Total Liabilities 40,000 40,000
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STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; 50,000,000 shares
authorized; 17,000,000 and 17,000,100 shares
issued and outstanding 17,000 17,000
Deficit Accumulated During the
Development Stage (57,000) (57,000)
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Total Stockholders' Equity (40,000) (40,000)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 0 0
============= ============
<PAGE> 5
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
For the three For the three For the nine For the nine Inception on
months ended months ended months ended months ended March 11,1986
September 30, September 30, September 30, September 30, Through
2000 1999 2000 1999 September 30,2000
------------- ------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C> <C>
REVENUES $ 0 $ 0 $ 0 $ 0 $ 0
EXPENSES
Depreciation &
Amortization 0 0 0 0 17,000
General &
Administrative 0 10,000 0 30,000 40,000
------------- ------------- ------------- ------------- -----------------
TOTAL EXPENSES 0 10,000 0 30,000 57,000
------------- ------------- ------------- ------------- -----------------
NET INCOME(LOSS) $ 0 $ (10,000) $ 0 $ (30,000) $ (57,000)
============= ============= ============= ============= =================
NET LOSS PER SHARE 0 (0.001) 0 (0.002) (0.003)
------------- ------------- ------------- ------------- -----------------
WEIGHTED AVERAGE
SHARES OUTSTANDING 17,000,000 17,000,100 17,000,000 17,000,100 17,000,000
============= ============= ============= ============= =================
</TABLE>
<PAGE> 6
<TABLE>
<CAPTION>
Wings & Things, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
From
For the nine months ended Inception on
September 30 March 11, 1986
----------------------------- Through
2000 1999 September 30, 2000
-------------- -------------- -----------------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net Loss 0 (30,000) (57,000)
Less Non-Cash Items:
Depreciation & Amortization 0 0 17,000
Increase(Decrease) in Accounts Payable 0 30,000 40,000
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Net Cash Provided(Used) by Operating Activities 0 0 0
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Cash Flows from Investing Activities
Net Cash Provided(Used) by Investing Activities 0 0 0
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Cash Flows from Financing Activities
Net Cash Provided(Used) by Financing Activities 0 0 0
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Increase in Cash 0 0 0
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Cash and Cash Equivalents at Beginning of Period 0 0 0
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Cash and Cash Equivalents at End of Period 0 0 0
=============== ============== =================
Supplemental Non-Cash Financing Transactions:
Stock issued for marketing rights 0 0 17,000
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Cash Paid For:
Interest $ 0 $ 0 $ 0
Income Taxes $ 0 $ 0 $ 0
</TABLE>
<PAGE> 7
Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2000
GENERAL
-------
Wings & Things,Inc. (the Company) has elected to omit substantially all
footnotes to the financial statements for the nine months ended September 30,
2000 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their
General Form for Registration of Securities Report filed on the Form 10-SB for
the three months ended March 31, 2000.
UNAUDITED INFORMATION
---------------------
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustment
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
<PAGE> 8
Item 2. Management's Discussion and Analysis or Plan of Operations
In this report references to "Wings & Things," "we," "us," and "our"
refer to Wings & Things, Inc.
Forward Looking Statements
This form 10-QSB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-QSB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Wings & Things's control. These factors include but are not limited to
economic conditions generally and in the market which Wings & Things may
participate; competition within Wings & Things's chosen market and failure by
Wings & Things to successfully develop business relationships.
Plan of Operations
Since inception, we have had no revenues and have experienced losses.
We have financed our operations primarily through the sale of our common stock
or by loans from shareholders. As of September 30, 2000, we had no cash on
hand and total current liabilities of $40,000. The account payable includes
$30,000 in legal and accounting fees paid on our behalf by Mutual Ventures
Corporation, a related party. We have no material commitments for the next
twelve months. We believe that our current cash needs for at least the next
twelve months can be met by loans from our directors, officers and
shareholders.
Our management intends to actively pursue business opportunities during
the next twelve months. All risks inherent in new and inexperienced
enterprises are inherent in our business. We have not made a formal study of
the economic potential of any business. At the present, we have not
identified any assets or business opportunities for acquisition.
Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public". However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Wings & Things.
Potential investors must recognize that because of our limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired. Also, we intend to concentrate our
acquisition efforts on properties or businesses that we believe to be
undervalued or that we believe may realize a substantial benefit from being
publicly owned. Investors should expect that any acquisition candidate may
have little or no operating history, or a history of losses or low
profitability.
It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
Should a merger or acquisition prove unsuccessful, it is possible that we
may decide not to pursue further acquisition activities and management may
abandon its activities and our shares would become worthless.
<PAGE> 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
On September 1, 2000 Wings & Things, Inc. filed a Form 8-K under
Item 4 regarding our change in Certifying Accountant. No
financial statements were filed
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Issuer has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Wings & Things, Inc.
Dated: October 30, 2000 /s/ Anita Patterson
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Anita Patterson, President and Director
