U.S.    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 quarter ended    March 31, 2007

 

[ ] TRANSITION REPORT    UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition    period from to 

    Commission File No. 1-32032

 

WANNIGAN    VENTURES, INC

(Name of    Small Business Issuer in its Charter**)**
 

NEVADA                                               83-0375241
    ---------------                                                    --------------------

                                                                                                                      (State or Other Jurisdiction of                             (I.R.S. Employer I.D. No.)

                                                                                                                        incorporation or organization)

 

1174    Manitou Dr., PO Box 363

Fox    Island, WA 98333

    -----------------------------

(Address    of Principle Executive Offices)

 

Issuer's Telephone    Number: (253) 549-4336

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 Company was required to file such reports). And    (2) has been subject to such filing requirements for the past 90 days.

(1) Yes  X        No                (2) Yes   X         No

                ----          ----                        ----                    ----

Indicate by check mark whether the registrant is a shell company (as    defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]

(APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each of the Issuer's classes of    common equity, as of the latest practicable date: May 8, 2007: Common Stock    - 12,250,000

DOCUMENTS INCORPORATED BY REFERENCE

A description of any "Documents Incorporated by Reference" is contained    in Item 6 of this report.

Transitional Small Business Issuer Format Yes     No    X 

 

WANNIGAN VENTURES, INC. 

TABLE OF CONTENTS

PART I.     FINANCIAL INFORMATION                                                                                                                                                            PAGE

Item 1.       Financial Statements (unaudited):                                                                                                                                                            4

Balance Sheets as of March 31, 2007 and December 31, 2006                                                                                                                                 5

Statements of Operations for the    three months ended

March 31, 2007 and 2006, and from    inception through

March 31, 2007                                                                                                                                                                                                                6

 

Statements of Cash Flows for the    three months ended

March 31, 2007 and 2006, and from    inception through

March 31, 2007                                                                                                                                                                                                                7

Notes to Financial Statements (unaudited) 

Item 2. Management's Plan of Operations                                                                                                                                                                9-10

Item 3. Controls and Procedures                                                                                                                                                                                 10

PART II. OTHER INFORMATION

Item 1. Legal Proceedings                                                                                                                                                                                             10

Item 2. Changes in Securities                                                                                                                                                                                       10

Item 3. Defaults upon Senior Securities                                                                                                                                                                      10

Item 4. Submission of Matters to a Vote of Securities Holders                                                                                                                               10

Item 5. Other Information                                                                                                                                                                                               11

Item 6. Exhibits                                                                                                                                                                                                              11

Signatures                                                                                                                                                                                                                         11

Certifications                                                                                                                                                                                                                     12

 

 

 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The Financial Statements of the Company required to be filed with this    10-QSB Quarterly Report were prepared by management and commence on the    following page, together with related Notes. In the opinion of management,    these Financial Statements fairly present the financial condition of the    Company, but should be read in conjunction with the Financial Statements of    the Company for the period ended December 31, 2006 previously filed in a    Form 10-KSB with the Securities and Exchange Commission.
****
 

 

 
***WANNIGAN VENTURES,INC.*
(A Development StageCompany)
* ***
Unaudited Financial Statements
** **
For the Three Months Ended March 31, 2007,

and
**the Period of August 15, 2003 (inception) through March 31,2007****Wannigan Ventures,Inc.

(A Development StageCompany)**
Balance Sheets
** **
 

 

 

 

 

 

See Accompanying Notes to Financial Statements.
**Wannigan Ventures,Inc.

(A Development StageCompany)

Statements ofOperations

See Accompanying Notes to Financial Statements.
**Wannigan Ventures,Inc.

(A Development StageCompany)**
Statements of CashFlows
** **
See Accompanying Notes to Financial Statements.
**Wannigan Ventures,    Inc.

(A Development    Stage Company)

Notes to Financial    Statements

For the Three    Months Ended March 31, 2007, and the 

Period from August    15, 2003 (inception) through March 31, 2007**
 

1.**Organization and Summary of Significant Accounting Policies**
This summary of significant accounting policies of WanniganVentures, Inc. (a development stage company) (the Company) is presented toassist in understanding the Company's financial statements. These accountingpolicies conform to generally accepted accounting principles and have beenconsistently applied in the preparation of the accompanying financialstatements. The Company has not realized revenues from its planned principalbusiness purpose and, accordingly, is considered to be in its development stage.
**Business activity**
Wannigan Ventures, Inc. (the Company) is a Nevada corporationlocated in Las Vegas, Nevada. The Company was organized on August 15, 2003 tofunction as a holding company for making business acquisitions in variousindustries and providing business development services for those entities. TheCompany has elected a fiscal year end of December 31.
**Income taxes**
The Company recognizes the tax effects of transactions in theyear in which such transactions enter into the determination of net income,regardless of when reported for tax purposes. Deferred taxes are provided in thefinancial statements under Financial Accounting Standards Board Statement No.109 to give effect to the resulting temporary differences which may arise fromdifferences in the bases of fixed assets, depreciation methods, allowances, andstart-up costs based on the income taxes expected to be payable in future years.Minimal development stage deferred tax assets arising as a result of netoperating loss carryforwards have been offset completely by a valuationallowance due to the uncertainty of their utilization in future periods.Operating loss carryforwards generated during the period from August 15, 2003(date of inception) through March 31, 2007 of approximately $73,566 will beginto expire in 2023. Accordingly, deferred tax assets of approximately $25,000were offset by the valuation allowance, which increased by approximately $3,000and $2,500 during the three months ended March 31, 2007 and 2006, respectively.
* ***Estimates**
Preparation of financial statements in accordance with accounting principlesgenerally accepted in the United States of America requires the use ofestimates. Actual amounts may differ from those reported.
**Cash and Cash Equivalents**
For the purpose of the statements of cash flows, the Companyconsiders all highly liquid debt instruments purchased with a maturity of threemonths or less to be cash equivalents. The Company had $44 and $87 in cash orcash equivalents at March 31, 2007 and December 31, 2006, respectively.

 
**Wannigan Ventures,Inc.

(A Development StageCompany)

Notes to FinancialStatements

For the Three MonthsEnded March 31, 2007, and the 

Period from August 15,2003 (inception) through March 31, 2007

 **
1.**Organization and Summary of Significant Accounting Policies (Cont'd)
Earnings Per Share**
The Company adopted Statement of Financial AccountingStandards No. 128 (SFAS No. 128), *"Earnings per Share,"* which iseffective for annual periods ending after December 15, 1997. Earnings per share(EPS) are computed based on the weighted average number of shares actuallyoutstanding. The Company's convertible debt (Note 2) is a potentially dilutivesecurity, but does not impact the computation of fully diluted EPS because itseffect would be antidilutive. Accordingly, basic earnings per share and fullydiluted earnings per share are the same.
****
Recently Issued Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 158, *"Employers' Accounting for Defined Benefit Pension and Other PostretirementPlans - an amendment of FASB Statements No. 87, 88, 106, and 132(R)."* Thisstatement improves financial reporting by requiring an employer to recognize theoverfunded or underfunded status of a defined benefit postretirement plan (otherthan a multiemployer plan) as an asset or liability in its statement offinancial position and to recognize changes in that funded status in the year inwhich the changes occur through comprehensive income of a business entity orchanges in unrestricted net assets of a not-for-profit organization. Employerswith publicly traded equity securities are required to initially recognize thefunded status of a defined benefit postretirement plan and provide requireddisclosures as of the end of the fiscal year ending December 15, 2006.

In September 2006, the FASB issued SFAS No. 157,*"FairValue Measurements."*This statement defines fair value, establishes aframework for measuring fair value in generally accepted accounting principles (GAAP),and expands disclosures about fair value measurements. This statement iseffective for financial statements issued for fiscal years beginning afterNovember 15, 2007. 

In March 2006, the FASB issued SFAS No. 156, *"Accountingfor Servicing of Financial Assets - an amendment of FASB Statement No. 140."*This statement amends SFAS No. 140, *"Accounting for Transfers and Servicingof Financial Assets and Extinguishments of Liabilities,"* with respect to theaccounting for separately recognized servicing assets and servicingliabilities." This statement is effective as of the beginning of its firstfiscal year beginning after September 15, 2006.

In February 2006, the FASB issued SFAS No. 155*,"Accounting for Certain Hybrid Financial Instruments - an amendment of FASBStatements No. 133 and 140."* This statement amends SFAS No. 133, *"Accounting for Derivative Instruments and Hedging Activities,"* and No. 140,*"Accounting for Transfers and Servicing of Financial Assets andExtinguishments of Liabilities."*This statement resolves issues addressed inSFAS No. 133 Implementation Issue No. D1, *"Application of Statement 133 toBeneficial Interest in Securitized Financial Assets."* This statement iseffective for all financial instruments acquired or issued after the beginningof an entity's first fiscal year beginning after September 15, 2006.
** 

 

 

Wannigan Ventures,Inc.

(A Development StageCompany)

Notes to FinancialStatements

For the Three MonthsEnded March 31, 2007, and the 

Period from August 15,2003 (inception) through March 31, 2007

1.    Organization and Summary of Significant AccountingPolicies (Cont'd)

Recently Issued Accounting Pronouncements (Cont'd)**
In May 2005, the FASB issued SFAS No. 154, *"AccountingChanges and Error Corrections, a replacement of APB Opinion No. 20 and FASBStatement No. 3."* This statement changes the requirements for the accountingfor and reporting of a change in accounting principle. Previously, Opinion 20required that most voluntary changes in accounting principle be recognized byincluding in net income of the period of change the cumulative effect ofchanging to a new principle. This statement requires retrospective applicationto prior periods' financial statements of changes in accounting principle, whenpracticable. 

In December 2004, the FASB issued SFAS No. 153, *"Exchangesof Nonmonetary Assets-an amendment of APB Opinion No. 29."* This statementamends Opinion 29 to eliminate the exception for nonmonetary exchanges ofsimilar productive assets and replaces it with a general exception for exchangesof nonmonetary assets that do not have commercial substance. This statement iseffective as of the beginning of the first interim or annual reporting periodthat begins after December 15, 2005.

In December 2004, the FASB issued Financial AccountingStandards No. 123 (revised 2004) (SFAS 123R), *"Share-Based Payment."* SFAS123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation," andsupersedes APB Opinion No. 25, *"Accounting for Stock Issued to Employees*."SFAS 123R requires compensation expense, measured as the fair value at the grantdate, related to share-based payment transactions to be recognized in thefinancial statements over the period that an employee provides service inexchange for the award. SFAS 123R is effective January 1, 2006. 

None of the above new pronouncements has current applicationto the Company, but may be applicable to the Company's future financialreporting.
**2.    Related Party Transactions****Convertible Note Payable**
On November 17, 2003, the Company entered into a $500non-interest bearing note payable with its only shareholder, repayment of whichwas originally due January 1, 2005 but has been extended by the shareholder toJanuary 1, 2008. The shareholder retains the option to convert this loan to500,000 shares at $.001 per share, the fair market value of which is negligibleat March 31, 2007. Because of the negligible benefit of converting the debt toshares at the conversion price of $.001, (which management has determined willapproximate the actual current fair value of the Company's shares) no beneficialconversion feature has been recorded. No principal payments have been made onthe note, and interest has not been imputed due to the insignificant impact onthe financial statements. The funds were used to pay audit fees and maintain aCompany bank account.

**Notes Payable**

At March 31, 2007, the Company owed its shareholder $68,546.Funds totaling $8,546 were used to pay for audit and accounting fees and othergeneral and administrative expenses, while the remaining $60,000 is an accrualfor consulting expense incurred with the shareholder as explained below. Theaccruals bear no interest and will be paid back once the Company establishesprofitable operations.

 
**Wannigan Ventures,Inc.

(A Development StageCompany)

Notes to FinancialStatements

For the Year EndedMarch 31, 2007 and the 

Period from August 15,2003 (inception) through March 31, 2007

2. Related Party Transactions (cont'd)****
**Consulting Agreement**

The Company entered into a consulting agreement with itsshareholder for the period of one year commencing October 1, 2004. The agreementwas automatically renewed at the end of the initial term, and will continue tobe renewed indefinitely for one-year periods until terminated by either party.The shareholder acts as the office manager and management consultant for theCompany, and is compensated $2,000 per month, plus reasonable out-of-pocketexpenses. At March 31, 2007, the Company had incurred 30 months of consultingexpense totaling $60,000. The fees have not been paid to the shareholder and areincluded in the notes payable balance of $68,546 as explained in the previousparagraph.
****
**Other**

The Company's President has been providing a mailing addressto the Company without charge since inception. This service has been determinedby the Company to have only nominal value and is not reflected in the financialstatements. 
**3.    Stockholders' Deficit**
Upon inception, the Company issued 49,000 shares of its unrestricted commonstock at $.01 per share for total cash of $490. The proceeds were used to payfor incorporation and filing fees.

On February 27, 2007, the Board of Directors approved a 250:1 forward stocksplit and an increase in the Company's authorized common shares from 25,000,000to 6,250,000,000 shares. The stock split resulted in 12,250,000 shares issuedand outstanding at March 31, 2007 and December 31, 2006. Common stock par valueremains at $.001, resulting in total par value of $12,250 and a paid-in capitaldeficit of ($11,760) at March 31, 2007 and December 31, 2006.

On February 27, 2007, the Board of Directors approved the distribution of upto 11,805,374 shares of the total issued and outstanding shares held by itsparent company (the Parent) to the Parent's shareholders of record on March 1,2007 as a dividend. 
**4.    Going Concern**
The accompanying financial statements have been prepared inconformity with accounting principles generally accepted in the United States ofAmerica, which contemplate continuation of the Company as a going concern.However, the Company has incurred losses since its inception and has not yetbeen successful in establishing profitable operations. These factors raisesubstantial doubt about the ability of the Company to continue as a goingconcern. Unanticipated costs and expenses or the inability to generate revenuescould require additional financing, which would be sought through bankborrowings, equity or debt financing, or asset sales. To the extent financing isnot available, the Company may not be able to, or may be delayed in, developingits services and meeting its obligations. The Company will continue to evaluateits projected expenditures relative to its available cash and to evaluateadditional means of financing in order to satisfy its working capital and othercash requirements. The accompanying financial statements do not reflect anyadjustments that might result from the outcome of these uncertainties.

 

Item 2. Management's Discussion and Analysis or Plan of Operation.

Wannigan's plan is to seek acquisition opportunities, investigate, and if    such investigation warrants, acquire an interest in one or more business    opportunities presented to it by persons or firms desiring the perceived    advantages of a publicly held corporation. At this time, Wannigan has no    plan, proposal, agreement, understanding, or arrangement to acquire or merge    with any specific business or company, and Wannigan has not identified any    specific business or company for investigation and evaluation. No member of    Management or any promoter of Wannigan, or an affiliate of either, has had    any material discussions with any other company with respect to any    acquisition of that company. Wannigan will not restrict its search to any    specific business, industry, or geographical location, and may participate    in business ventures of virtually any kind or nature. Discussion of the    proposed business under this caption and throughout this Quarterly Statement    is purposefully general and is not meant to restrict Wannigan's virtually    unlimited discretion to search for and enter into a business combination.

Wannigan may seek a combination with a firm which only recently commenced    operations, or a developing company in need of additional funds to expand    into new products or markets or seeking to develop a new product or service,    or an established business which may be experiencing financial or operating    difficulties and needs additional capital which is perceived to be easier to    raise by a public company. In some instances, a business opportunity may    involve acquiring or merging with a corporation which does not need    substantial additional cash but which desires to establish a public trading    market for its common stock. Wannigan may purchase assets and establish    wholly owned subsidiaries in various businesses or purchase existing    businesses as subsidiaries.

Selecting a business opportunity will be complex and extremely risky.    Because of general economic conditions, rapid technological advances being    made in some industries, and shortages of available capital, management    believes that there are numerous firms seeking the benefits of a    publicly-traded corporation. Such perceived benefits of a publicly traded    corporation may include facilitating or improving the terms on which    additional equity financing may be sought, providing liquidity for the    principals of a business, creating a means for providing incentive stock    options or similar benefits to key employees, providing liquidity (subject    to restrictions of applicable statutes) for all shareholders, and other    items. Potentially available business opportunities may occur in many    different industries and at various stages of development, all of which will    make the task of comparative investigation and analysis of such business    opportunities extremely difficult and complex.

Management believes that Wannigan may be able to benefit from the use of    "leverage" to acquire a target company. Leveraging a transaction involves    acquiring a business while incurring significant indebtedness for a large    percentage of the purchase price of that business. Through leveraged    transactions, Wannigan would be required to use less of its available funds    to acquire a target company and, therefore, could commit those funds to the    operations of the business, to combinations with other target companies, or    to other activities. The borrowing involved in a leveraged transaction will    ordinarily be secured by the assets of the acquired business. If that    business is not able to generate sufficient revenues to make payments on the    debt incurred by Wannigan to acquire that business, the lender would be able    to exercise the remedies provided by law or by contract. These leveraging    techniques, while reducing the amount of funds that Wannigan must commit to    acquire a business may correspondingly increase the risk of loss to Wannigan.    No assurance can be given as to the terms or availability of financing for    any acquisition by Wannigan. During periods when interest rates are    relatively high, the benefits of leveraging are not as great as during    periods of lower interest rates, because the investment in the business held    on a leveraged basis will only be profitable if it generates sufficient    revenues to cover the related debt and other costs of the financing. Lenders    from which Wannigan may obtain funds for purposes of a leveraged buy-out may    impose restrictions on the future borrowing, distribution, and operating    policies of Wannigan. It is not possible at this time to predict the    restrictions, if any, which lenders may impose, or the impact thereof on    Wannigan.

Wannigan has insufficient capital with which to provide the owners of    businesses significant cash or other assets. Management believes Wannigan    will offer owners of businesses the opportunity to acquire a controlling    ownership interest in a public company at substantially less cost than is    required to conduct an initial public offering. The owners of the businesses    will, however, incur significant post-merger or acquisition registration    costs in the event they wish to register a portion of their shares for    subsequent sale. Wannigan will also incur significant legal and accounting    costs with the acquisition of a business opportunity, including the costs of    preparing post-effective amendments, Forms 8-K, agreements, and related    reports and documents. Nevertheless, the officers and directors of Wannigan    have not conducted market research and are not aware of statistical data    that would support the perceived benefits of a merger or acquisition    transaction for the owners of a business. Wannigan does not intend to make    any loans to any prospective merger or acquisition candidates or to    unaffiliated third parties.

Wannigan will seek a potential business opportunity from all known    sources, but will rely principally on personal contacts of its officers and    directors as well as indirect associations between them and other businesses    and professionals. It is not presently anticipated that Wannigan will engage    professional firms specializing in business acquisitions or reorganizations.

Management, while not especially experienced in matters relating to the    new business of Wannigan, will rely upon their own efforts and, to a much    lesser extent, the efforts of Wannigan's shareholder, in accomplishing the    business purposes of Wannigan. It is not anticipated that any outside    consultants or advisors, other than Wannigan's legal counsel and    accountants, will be utilized by Wannigan to effectuate its business    purposes described herein. However, if Wannigan does retain such an outside    consultant or advisor, any cash fee earned by such party will need to be    paid by the prospective merger/acquisition candidate, as Wannigan has no    cash assets with which to pay such obligation. There have been no    discussions, understandings, contracts or agreements with any outside    consultants and none are anticipated in the future. In the past, Wannigan's    management has never used outside consultants or advisors in connection with    a merger or acquisition.

As is customary in the industry, Wannigan may pay a finder's fee for    locating an acquisition prospect. If any such fee is paid, it will be    approved by Wannigan's Board of Directors and will be in accordance with the    industry standards. Such fees are customarily between 1% and 5% of the size    of the transaction, based upon a sliding scale of the amount involved. Such    fees are typically in the range of 5% on a $1,000,000 transaction ratably    down to 1% in a $5,000,000 transaction. Management has adopted a policy that    such a finder's fee or real estate brokerage fee could, in certain    circumstances, be paid to any employee, officer, director or 5% shareholder    of Wannigan, if such person plays a material role in bringing a transaction    to Wannigan.

Wannigan will not have sufficient funds to undertake any significant    development, marketing, and manufacturing of any products that may be    acquired. Accordingly, if it acquires the rights to a product, rather than    entering into a merger or acquisition, it most likely would need to seek    debt or equity financing or obtain funding from third parties, in exchange    for which Wannigan would probably be required to give up a substantial    portion of its interest in any acquired product. There is no assurance that    Wannigan will be able either to obtain additional financing or to interest    third parties in providing funding for the further development, marketing    and manufacturing of any products acquired.

There has been no business activity during the three-month period ending    March 31, 2007 nor from August 15, 2003 (inception) through March 31, 2007    other than incidental expenses, which have been accrued or paid for by the    Company's sole shareholder. 

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report,    Wannigan carried out an evaluation of the effectiveness of the Company's    disclosure controls and procedures (as defined by Rule 13-15(e) under the    Securities Exchange Act of 1934) under the supervision and with the    participation of Wannigan's Chief Executive Officer and Chief Financial    Officer. Based on and as of the date of such evaluation, the aforementioned    officers have concluded that Wannigan's disclosure controls and procedures    were effective.

Wannigan also maintains a system of internal accounting    controls that is designed to provide assurance that assets are safeguarded    and that transactions are executed in accordance with management's    authorization and properly recorded. This system is continually reviewed and    is augmented by written policies and procedures, the careful selection and    training of qualified personnel and an internal audit program to monitor its    effectiveness.

Changes in Internal Controls

There were no significant changes in Wannigan's internal controls or in    other factors that could significantly affect these controls as of the end    of the period covered by the report and up to the filing date of this    Quarterly Report on Form 10-QSB. There were no significant deficiencies or    material weaknesses, and therefore there were no corrective actions taken.    It should be noted that any system of controls, however well designed and    operated, can provide only reasonable, and not absolute, assurance that the    objectives of the system are met. In addition, the design of any control    system is based in part upon certain assumptions about the likelihood of    future events. Because of these and other inherent limitations of control    systems, there can be no assurance that any design will succeed in achieving    its stated goals under all potential future conditions, regardless of how    remote.

PART II - OTHER INFORMATION 

Item 1. Legal Proceedings.

Wannigan is not a party to any material pending legal proceedings and, to    the best of its knowledge, no such action by or against Wannigan has been    threatened. Wannigan Capital Corp., Wannigan's sole shareholder is a party    to a S.E.C. civil action and there are material pending legal proceedings    and, to the best of its knowledge, no additional action by or against    Wannigan Capital Corp. has been threatened by other parties.

Item.2. Changes in Securities and Use of Proceeds.

On August 15, 2003, 49,000 shares were issued to Wannigan    Capital Corp. under Rule 4(2). On February 27, 2007, the Company's Board of    Directors authorized a forward split of the common shares outstanding on a    basis of 250:1, resulting in 12,500,000 common shares issued and    outstanding. The Company also approved, by means of a dividend by    Wannigan Capital Corp. to its shareholders, the distribution of up to    11,805,374 shares of Wannigan Ventures, Inc. to the shareholders of record    of Wannigan Capital Corp. as of March 1, 2007 on a one for one basis. There    are no preferred shares issued.

 

Item 3. Defaults Upon Senior Securities. 

None;

Item 4. Submission of Matters to a Vote of Security Holders. 

None; 

Item 5. Other Information. 

 

Wannigan's common stock is not traded on any exchange or OTC market.    Management has not undertaken any discussions, preliminary or otherwise,    with any prospective market maker concerning the participation of such    market maker in the after-market for Wannigan's securities and management    does not intend to initiate any such discussions until such time as Wannigan    has consummated a merger or acquisition. There is no assurance that a    trading market will ever develop or, if such a market does develop, that it    will continue. After a merger or acquisition has been completed, Wannigan's    officer and director will most likely be the person to contact prospective    market makers. It is also possible that persons associated with the entity    that merges with or is acquired by Wannigan will contact prospective market    makers. Wannigan does not intend to use consultants to contact market    makers.

 

Item 6. Exhibits

The following exhibits are filed herewith:

31.1 Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the    Securities Exchange Act of 1934, as amended. 

32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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. 
**WANNIGAN VENTURES INC.**
Date: 5/8/07                                    By: /s/ Kevin M. Murphy

                                                       President, CEO, CFO, and Director

 

 **