UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] 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. 33-55254-11
WHY NOT?, INC.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0438458
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
94 Rue de Lausanne CH1202
Geneva, Switzerland
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 41-22-9000000
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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of June, 1998
- ------------------------------------- -----------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 5,000,000 SHARES
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
BASIS OF REPRESENTATION
General
The accompanying unaudited financial statements have been prepared in
Accordance with the instructions to Form 10-Q and, therefore, do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations, cash flows and stockholders' equity in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Why Not?, Inc.(the "Company"), is a development stage company, incorporated
in the State of Utah in 1986. On December 30, 1993, the Company was dissolved as
a Utah corporation and reincorporated as a Nevada corporation. In May 1998,the
Company merged with Teknocapital Finance, Ltd.("TFL").In the merger, TFL
shareholders owning 100% of the outstanding shares of TFL exchanged their shares
for 4,000,000 shares of the Company. Also in May 1998, the existing Board of
Directors of Why Not?, Inc. resigned, new members were appointed to fill the
vacancies, and TFL management assumed responsibility for the Company's affairs.
Statements contained herein that are not historical facts are
forward-looking statements as that term is defined by the Private Securities
Litigation Reform Act of 1995. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, the
forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ from those projected. The Company cautions
investors that any forward-looking statements made by the Company are not
guarantees of future performance and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties
include, without limitation; well-established competitors who have substantially
greater financial resources and longer operating histories, regulatory delays or
denials, ability to complete intended market roll-out, access to sources of
capital, risks associated with the year 2000 issues and general economics. See
the Company's Form 10-K for the year ended December 1997.
The Company has minimal liquidity, generated no revenues and is accruing
the costs and salaries of its software development program. The Company's
officers, directors and a major shareholder have agreed to make loans to the
Company in amounts sufficient to enable it to satisfy its reporting requirements
and other obligations incumbent on it as a public company and expenses incurred
in the development of the "Bizzmoz" software programs. The loans will be
interest free and are intended to be repaid when the Company has sufficient
liquidity.
<PAGE>
The Company is developing "Bizzmoz", a proprietary Internet-based business
information delivery technology developed for Harrop & Company, a European based
management group. The Company intends to market "Bizzmoz" as an interactive
information interface between a sponsoring business or group and their selected
audiences. The Company is currently developing modules to provide turnkey
communication solutions for:
Community Relations
Company/Group information, news, events
Employee Information
Investor Relations
Product Information
Product Support
Warranty Support
The Company has no operating history from which an evaluation of its
prospects can be made. Operating results will depend on many factors, including
the company's ability to develop, sell and deliver its products in a timely,
cost effective manner. The Company's future must be evaluated by taking into
consideration the risks, and expense encountered in establishing a new business
in the Internet marketplace, which is dominated by overnight technological
change and intense competition
PART II
ITEM 1. Legal Proceedings.
None
ITEM 2. Changes in Securities.
None
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
None
ITEM 5. Other Information
CHANGE IN CONTROL.
Effective May 1, 1998 a change in control of the Registrant occurred.
Harrop and Co., a Guernsey corporation, exchanged 100% of the outstanding common
stock of Teknocapital Finance, Ltd., a BVI corporation, for 4,000,000 shares of
the Registrant's voting common stock. Prior to the issuance of the 4,000,000
voting common shares, there were 1,000,000 shares issued and outstanding.
Accordingly, the 4,000,000 voting common shares acquired by Harrop and Co.
represent approximately 80.0% of the issued and outstanding voting shares of the
Registrant's Common Stock.
On May 1, 1998, Michael A.J. Harrop, David Coziac, and Eric Drizenko were
elected to the Board of Directors of the Company. Krista Nielson and Sasha
Belliston resigned, passing control of the Registrant to the new directors.
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Financial statements and schedules thereto
(b) Current Reports on Form 8-K
(1) Current report on Form 8-K filed on May 14, 1998 reporting (a) Changes
in Control of Registrant. Effective May 1, 1998 a change in control of the
Registrant occurred. Harrop and Co., a Guernsey corporation, exchanged 100% of
the outstanding common stock of Teknocapital Finance, Ltd., a BVI corporation,
for 4,000,000 shares of the Registrant's voting common stock. Prior to the
issuance of the 4,000,000 voting common shares, there were 1,000,000 shares
issued and outstanding. Accordingly, the 4,000,000 voting common shares acquired
by Harrop and Co. represent approximately 80.0% of the issued and outstanding
voting shares of the Registrant's Common Stock. The change of control occurred
May 1, 1998, through a statutory merger accomplished in accordance with Section
368(a)(1)(A) of the Internal Revenue Code of 1986. On May 1, 1998, Michael A.J.
Harrop, David Coziac, and Eric Drizenko were elected to the Board of Directors
of the Company. Krista Nielson and Sasha Belliston resigned, passing control of
the Registrant to the new directors and (b) Acquisition or Disposition of
Assets. On May 1, 1998 the Registrant acquired 100% of the outstanding shares of
Teknocapital Finance, Ltd. from Harrop and Co.. The consideration was 4,000,000
newly issued shares of the Registrants' Common Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
WHY NOT?, INC.
DATE:March 1, 1999 By:
/s/ Michael A. Harrop
- ----------------------
Michael A. Harrop,
President and Director
<PAGE>
<TABLE>
WHY NOT?, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<CAPTION>
6/30/98 6/30/97 12/31/97
Unaudited Unaudited Audited
------------- ------------- -------------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash in bank $ - 0 - $ - 0 - $ - 0 -
------------- ------------- -------------
TOTAL CURRENT ASSETS - 0 - - 0 - - 0 -
------------- ------------- -------------
DEFERRED DEVELOPMENT COSTS 10,000 - 0 - - 0 -
------------- ------------- -------------
TOTAL ASSETS $ 10,000 - 0 - - 0 -
============= ============= =============
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ - 0 - $ - 0 - $ - 0 -
------------- ------------- -------------
TOTAL CURRENT LIABILITIES - 0 - - 0 - - 0 -
LONG TERM LIABILITIES
Accrued development costs $ 10,000 - 0 - - 0 -
------------- ------------- -------------
TOTAL LIABILITIES $ 10,000 $ - 0 - $ - 0 -
============= ============= =============
STOCKHOLDERS' EQUITY Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding
5,000,000 shares 5,000 1,000 1,000
Additional paid-in capital 1,000 1,000 1,000
Deficit accumulated during
the development stage (6,000) (2,000) (2,000)
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY $ - 0 - - 0 - - 0 -
============= ============= =============
</TABLE>
F-1
<PAGE>
<TABLE>
WHY NOT?, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
<CAPTION>
For the six months (Date of inception)
ended June 30, 1/07/86
1998 1997 to 6/30/98
Unaudited Unaudited Unaudited
------------- ------------- -------------
<S> <C> <C> <C>
Net sales $ - 0 - $ - 0 - $ - 0 -
Cost of sales - 0 - - 0 - - 0 -
------------- ------------- -------------
GROSS PROFIT (LOSS) - 0 - - 0 - - 0 -
General and
administrative expenses - 0 - - 0 - 2,000
------------- ------------- -------------
NET INCOME (LOSS) $ - 0 - $ - 0 - $ (2,000)
============= ============= =============
Net income (loss) per weighted
average common shares $ .00 $ .00 $ .00
============= ============= =============
Weighted average number of
common shares used to compute
net income (loss) 5,000,000 1,000,000 1,000,000
============= ============= =============
</TABLE>
F-2
<PAGE>
<TABLE>
WHY NOT?, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<CAPTION>
Common Stock Additional
Par Value $.001 Paid-in Retained
Shares Amount Capital Deficit
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Balances at 1/07/86
(Date of inception) - 0 - $ - 0 - $ - 0 - $ - 0 -
Issuance of common stock (restricted)
at $.001 per share at 1/07/86 1,000,000 1,000 1,000
Net loss for period (1,950)
------------ ------------ ------------ ------------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950)
Net loss for year (10)
------------ ------------ ------------ ------------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,960)
Net loss for year (10)
------------ ------------ ------------ ------------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,970)
Net loss for year (10)
------------ ------------ ------------ ------------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980)
Net loss for year (10)
------------ ------------ ------------ ------------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990)
Net loss for year (10)
------------ ------------ ------------ ------------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000)
Net loss for year - 0 -
------------ ------------ ------------ ------------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000)
Net loss for year - 0 -
------------ ------------ ------------ ------------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000)
Net loss for year - 0 -
------------ ------------ ------------ ------------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000)
Net loss for year - 0 -
------------ ------------ ------------ ------------
Balances at 12/31/95 1,000,000 1,000 1,000 (2,000)
Net loss for year - 0 -
------------ ------------ ------------ ------------
Balances at 12/31/96 1,000,000 1,000 1,000 (2,000)
Net loss for year - 0 -
------------ ------------ ------------ ------------
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Balances at 12/31/97 1,000,000 1,000 1,000 (2,000)
Net loss for period - 0 -
------------ ------------ ------------ ------------
Balances at 3/31/98 1,000,000 $ 1,000 $ 1,000 $ (2,000)
Net loss for period - 0 -
------------ ------------ ------------ ------------
Balances at 6/30/98 5,000,000 $ 4,000 $ 1,000 $ (6,000)
Net loss for period 10,000
============ ============ ============ ============
F-4
</TABLE>
<PAGE>
<TABLE>
WHY NOT?, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<CAPTION>
For the six months 1/07/86
ended June 30, (Date of inception) to
1998 1997 6/30/98
Unaudited Unaudited Unaudited
--------- --------- ---------
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 10,000 $ - 0 - $ (2,000)
Adjustments to reconcile
net income (loss) to cash
used by operating activities:
Amortization - 0 - - 0 - 50
--------- --------- ---------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES - 0 - - 0 - (1,950)
INVESTING ACTIVITIES
Organization Costs - 0 - - 0 - (50)
--------- --------- ---------
NET CASH USED BY
INVESTING ACTIVITIES - 0 - - 0 - (50)
FINANCING ACTIVITIES
Proceeds from sale of
common stock - 0 - - 0 - 2,000
--------- --------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 0 - - 0 - 2,000
--------- --------- ---------
INCREASE IN CASH
AND CASH EQUIVALENTS - 0 - - 0 - - 0 -
Cash and cash equivalents
at beginning of year - 0 - - 0 - - 0 -
--------- --------- ---------
CASH & CASH EQUIVALENTS
AT END OF PERIOD $ - 0 - $ - 0 - $ - 0 -
========= ========= =========
</TABLE>
F-5
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> (5,000)
<TOTAL-LIABILITY-AND-EQUITY> 25,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
