<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended September 30, 2000
Commission File Number 0-30579
WHISTLER, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 52-2209378
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(State of Incorporation) (I.R.S. Employer Identification No.)
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12740 Vigilante Road, Lakeside, CA 92040
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(Address of Principal Executive Offices) (Zip Code)
(619) 692-2176
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (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 registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock at the latest practicable date.
As of September 30, 2000, the registrant had 8,874,000 shares of common stock,
$.001 par value, issued and outstanding.
<PAGE> 2
PART 1 FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
WHISTLER, INC.
(a Development Stage Company)
BALANCE SHEETS
UNAUDITED
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<CAPTION>
6 Months Year
ASSETS Ended Ended
9/30/00 3/31/00
<S> <C> <C>
CURRENT ASSETS
CASH 149 8,400
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TOTAL CURRENT ASSETS 149 8,400
FIXED ASSETS
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NET FIXED ASSETS 0 0
OTHER ASSETS
ORGANIZATION COSTS 0 0
LESS AMORTIZATION 0 0
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TOTAL OTHER ASSETS 0 0
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TOTAL ASSETS 149 8,400
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
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TOTAL CURRENT LIABILITIES 0 0
LONG TERM LIABILITIES
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TOTAL LONG TERM LIABILITIES 0 0
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TOTAL LIABILITIES 0 0
STOCKHOLDERS' EQUITY
COMMON STOCK - $.001 par value 8,874 8,874
20,000,000 shares authorized, 8,874,000 issued
and outstanding at 9/30/00 and 8,874,000
issued and outstanding at 3/31/00
ADDITIONAL PAID IN CAPITAL 8,526 8,526
BEGINNING RETAINED DEFICIT -9,000 -9,000
NET LOSS -8,251 0
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ENDING RETAINED DEFICIT -17,251 -9,000
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TOTAL STOCKHOLDERS' EQUITY 149 8,400
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TOTAL LIAB & STOCKHOLDERS' EQUITY 149 8,400
==================
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SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 3
FINANCIAL STATEMENTS (continued)
WHISTLER, INC.
STATEMENTS OF OPERATIONS
(a Development Stage Company)
UNAUDITED
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<CAPTION>
5/31/94
6 Months 6 Months 3 Months 3 Months Year Year (Inception)
Ended Ended Ended Ended Ended Ended To
9/30/00 9/30/99 6/30/00 6/30/99 3/31/00 3/31/99 9/30/00
<S> <C> <C> <C> <C> <C> <C> <C>
REVENUE
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TOTAL REVENUE 0 0 0 0 0 0 0
DIRECT COSTS
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TOTAL COST OF GOODS SOLD 0 0 0 0 0 0 0
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GROSS PROFIT 0 0 0 0 0 0 0
EXPENSES
GENERAL, SELLING, AND ADMINISTRATIVE 405 0 8,251 0 0 0 17,251
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TOTAL OPERATING EXPENSES 405 0 8,251 0 0 0 17,251
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LOSS FROM OPERATIONS -405 0 -8,251 0 0 0 -17,251
OTHER INCOME & EXPENSE
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TOTAL OTHER INCOME & EXPENSE 0 0 0 0 0 0 0
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LOSS BEFORE TAXES -405 0 -8,251 0 0 0 -17,251
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NET LOSS -405 0 -8,251 0 0 0 -17,251
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NET LOSS PER SHARE NIL NIL -0.0009 NIL NIL NIL -0.0019
WEIGHTED AVERAGE NUMBER OF COMMON 8,874,000 8,874,000 8,874,000 8,874,000 8,874,000 8,874,000 8,874,000
SHARES OUTSTANDING
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SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 4
FINANCIAL STATEMENTS (continued)
WHISTLER, INC.
STATEMENTS OF CASH FLOWS
(a Development Stage Company)
UNAUDITED
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<CAPTION>
5/31/94
6 Months 6 Months 3 Months 3 Months Year Year (Inception)
Ended Ended Ended Ended Ended Ended To
9/30/00 9/30/99 6/30/00 6/30/99 3/31/00 3/31/99 9/30/00
<S> <C> <C> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET LOSS -405 0 -8,251 0 0 0 -17,251
ADJ TO RECONCILE NET LOSS TO NET
CASH PROVIDED BY OPERATING ACTIVITIES
ISSUE COMMON STOCK 0 0 0 0 0 0 9,000
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NET CASH USED IN OPERATING ACTIVITIES -405 0 -8,251 0 0 0 -8,251
CASH FLOWS FROM INVESTING ACTIVITIES 0 0 0 0 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES 0 0 0 0 0 0 8400
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NET INCREASE (DECREASE) -405 0 -8,251 0 0 0 149
CASH BEGINNING OF PERIOD 554 8400 8,400 8400 8400 8400 0
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CASH END OF PERIOD 149 8,400 149 8,400 8,400 8,400 149
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE> 5
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
1. MANAGEMENT'S OPINION
In the opinion of management, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the company as
of September 30, 2000 and 1999, and the results of operations and cash flows for
the six months ended September 30, 2000 and 1999, and the two years ended March
31, 2000 and 1999, and the period May 31, 1994 (Inception) to September 30,
2000. The accompanying financial statements have been adjusted as of September
30, 2000 as required by Item 310 (b) of Regulation S-B to include all
adjustments which in the opinion of Management are necessary in order to make
the financial statements not misleading.
2. INTERIM REPORTING
The results of operations for the six months ended September 30, 2000 and 1999,
are not necessarily indicative of the results to be expected for the remainder
of the year.
3. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization and Nature of Operations
The Company was incorporated in Delaware on May 31, 1994. The Company is a
development stage company and has not conducted any business activities to date.
The Company has selected March 31st as its fiscal year end.
4. Basis of Accounting
The Company's policy is to use the accrual method of accounting and to prepare
and present financial statements which conform to generally accepted accounting
principles. 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 reported amounts of revenues and expenses during the reporting
periods. Actual results could differ from those estimates.
5. Cash and equivalents
For purpose of the statements of cash flows, all highly liquid investments with
a maturity of six months or less are considered to be cash equivalents. There
were no cash equivalents as of September 30, 2000.
<PAGE> 6
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
6. Income Taxes
Income taxes are provided for using the liability method of accounting 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. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.
PART 1 FINANCIAL INFORMATION
Management's Plan of Operations
The Company maintains a cash balance sufficient to sustain corporate operations
until such time as Management can raise the funding necessary to advance its
business plan. The losses of $8251 through September 2000 were due to operating
expenses including audit fees, office expenses and licenses and fees. Sales of
the Company's equity securities have allowed the Company to maintain a positive
cash flow balance.
The business plan requires the Company during the first two quarters to raise
capital of $10,000,000 through the sale of common stock in a private placement.
During the fourth quarter, after raising capital, the Company intends to utilize
subcontract manufacturers in California to begin production of its proprietary
grease and food waste recycling system for sale in California. The Company
intends to expend $2,500,000 for subcontractor production of its proprietary
grease and food waste recycling system, $100,000 for a marketing manager,
$90,000 for two salesmen, $30,000 for two office clerical employees, $20,000 for
set-up and maintenance of the Company's web site, $500,000 for advertising,
$50,000 for purchase of computers and fixed assets, and $75,000 for rent and
other operating expenses.
Management has made initial progress in implementing its business plan by
obtaining an exclusive licence for the use of the grease and food by-products
reprocessing system proprietary design, registering its Internet domain name
greaserecyle.com on the Internet, and opening its own web page on the Internet.
The Company will only be able to continue to advance its business plan after it
receives capital funding through the sale of equity securities. After raising
capital, Management intends to hire employees, rent commercial space in
Lakeside, California, and begin production and marketing of its trade secret
grease and food waste reprocessing product. The Company intends to use its
equity capital to fund the Company's business plan during the next twelve months
as cash flow from sales is not estimated to begin until year two of its business
plan. The Company will face considerable risk in each of its business plan
steps, such as difficulty of hiring competent personnel within its budget,
longer than anticipated time for subcontractors to manufacture its trade secret
<PAGE> 7
FINANCIAL STATEMENTS (continued)
NOTES TO FINANCIAL STATEMENTS
grease and food waste reprocessing product, and a shortfall of funding due to
the Company's inability to raise capital in the equity securities market. If no
funding is received during the next twelve months, the Company will be forced to
rely on its existing cash in the bank and funds loaned by the directors and
officers. The Company's officers and directors have no formal commitments or
arrangements to advance or loan funds to the Company. In such a restricted cash
flow scenario, the Company would be unable to complete its business plan steps,
and would, instead, delay all cash intensive activities. Without necessary cash
flow, the Company may be dormant during the next twelve months, or until such
time as necessary funds could be raised in the equity securities market.
PART II OTHER INFORMATION
ITEM 1 Not applicable.
ITEMS 2-4: Not applicable
ITEM 5: Information required in lieu of Form 8-K: None
ITEM 6: Exhibits and Reports on 8-K:
a) Exhibit #27.1, "Financial Data Schedule"
b) No reports on Form 8-K were filed during the fiscal
quarter ended September 30, 2000
SIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Whistler, Inc.
/s/ Daniel Stonesifer
Dated: October 17, 2000 ----------------------------------------------
Daniel Stonesifer
President and Chief Executive Officer
