U.S. Securities andExchange 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 June 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 No. 1-32032

 

> 
WANNIGAN VENTURES INC
(Name of Small Business Issuer in    its Charter**)**
NEVADA                                                                83-0375241
---------------                                                            --------------------

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

incorporation ororganization)                                                                            

1109 7th    Court

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

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

 

 

 

 

 

(APPLICABLE ONLY TO CORPORATE ISSUERS)

State the number of shares outstanding of each Issuer's classes of common    equity, as of the latest practicable date:

June 30, 2004: Common Stock - 49,000

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:                                                                                                                4

 

Balance Sheets as of December 31,    2003 and 

June 30, 2004                                                                                                                                            5

 

Statements of Operations for the    three months and six months ended

June 30, 2004 and from Inception    through

    June 30, 2004                                                                                                                                        6

 

Statements of Cash Flow for the    six months ended

June 30, 2004 and from Inception    through

    June 30, 2004                                                                                                                                        7

 

Notes to Financial Statements                                                                                                              8

 

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 and Reports on    Form 8 - K                                                                                        11

 

Signatures                                                                                                                                                 11

 

Certifications                                                                                                                                            12

 

3

 

 

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The Financial Statements of the Company required to be filed with this 10-QSBQuarterly Report were prepared by management and commence on the following page,together with related Notes. In the opinion of management, these FinancialStatements fairly present the financial condition of the Company, but should beread in conjunction with the Financial Statements of the Company for the periodended December 31, 2003 previously filed in a Form 10SB with the Securities andExchange Commission.
******Wannigan Ventures, Inc.**(A Development Stage Company)**CONDENSED BALANCE SHEETS**(UNAUDITED)
June 30,
December 31, 
2004
2003**ASSETS****Current Assets:**
Cash 

$                              135 

$                     79 
**Total Assets**
$                              135    
$                     79    **LIABILITIES AND STOCKHOLDERS' EQUITY****Long-Term Liabilities:**
Notes payable - related party

$                        1,000 
$                 500 **Total Liabilities**
1,000 

500 
**Stockholders' Equity:**        Common stock; $.001 par value, 25,000,000 shares             authorized, 49,000 shares issued and outstanding49 49         Additional paid-in-capital441 441         Deficit accumulated during the development stage(1,355)(911)**Total Stockholders' Equity**
(865)

(421)
**Total Liabilities and Stockholders' Equity**
$                           135    
$                      79    **4

 ****Wannigan Ventures, Inc.**(A Development Stage Company)**CONDENSED STATEMENTS OF OPERATIONS**(UNAUDITED)
Cumulative 
For the Three 
For the Six 
from Inception,
Months Ended 
Months Ended 
August 15, 2003
June 30,
June 30,
to June 30,
2004
2004

2004**Revenue**        Sales$                   -                          $                     -                            $                      -                                   Cost of goods sold
- 
- 
-              Gross profit (loss)
- 
- 
- **Expenses:**        General and administrative26 444 1,355 **                  Total Expenses**26 444  1,355 **Net Loss From Operations**(26)(444)(1,355)**Net Loss Before Income Taxes**(26)(444)(1,355)        Provision for income taxes- - - **Net Loss**$                                     (26)$                                      (444) $                                    (1,355)**Net Loss Per Share**$                                  (0.00)$                                     (0.01)$                                      (0.03)**Weighted Average Common****     Shares    Outstanding**
49,000    
49,000    
49,000    ****
5
** ****Wannigan Ventures, Inc.**(A Development Stage Company)**CONDENSED STATEMENTS OF CASH FLOWS**(UNAUDITED)
Cumulative
For the Six 
from Inception,
Months Ended
August 15, 2003
June 30,
to June 30,
2004
2004**Operating Activities**     Net loss$                                 (444)$                         (1,355)**Cash Used in Operating Activities**(444)(1,355)**Investing Activities**
- 
- **Financing Activities**     Issuance of    shares for cash
- 490      Proceeds from    related party notes payable500 1,000 **Cash Provided by Financing Activities**500 1,490 **Net Change in Cash**56 135 **Cash at the Beginning of the Period**79 - **Cash at the End of the Period**$                                   135 $                              135 ** 6 
Wannigan Ventures,Inc.

(A Development StageCompany)

Condensed Notes toUnaudited Interim Financial Statements

 

Note 1     Condensed Interim Financial Statements

The accompanying unaudited condensed financial statementsinclude the accounts of Wannigan Ventures, Inc. (a development stage company)(the Company). These statements are condensed and, therefore, do not include alldisclosures normally required by accounting principles generally accepted in theUnited States of America. These statements should be read in conjunction withthe Company's most recent annual financial statements for the period frominception, August 15, 2003, through December 31, 2003, included in registrationform 10-SB filed with the U.S. Securities and Exchange Commission on March 5,2004. In the opinion of management, all adjustments necessary for a fairpresentation have been included in the accompanying condensed financialstatements and consist of only normal recurring adjustments. The results ofoperations presented in the accompanying condensed financial statements for theperiod ended June 30, 2004 are not necessarily indicative of the operatingresults that may be expected for the full year ending December 31, 2004.

Note 2     Organization and Summary of SignificantAccounting Policies   
****
This summary of the Company's significant accounting policiesis presented to assist in understanding the Company's financial statements.These accounting policies conform to generally accepted accounting principlesand have been consistently applied in the preparation of the accompanyingfinancial statements. The Company has not realized revenues from its plannedprincipal business purpose and, accordingly, is considered to be in itsdevelopment stage.

   Business activity

Wannigan Ventures,Inc. is a Nevada corporation located in Las Vegas, Nevada. The Company wasorganized on August 15, 2003 to function as a holding company for makingbusiness acquisitions in various industries and providing business developmentservices for those entities.

 

   Income taxes

The Companyrecognizes the tax effects of transactions in the year in which suchtransactions enter into the determination of net income, regardless of whenreported for tax purposes. Deferred taxes are provided in the financialstatements under Financial Accounting Standards Board Statement No. 109 to giveeffect to the resulting temporary differences which may arise from differencesin the bases of fixed assets, depreciation methods, allowances, and start-upcosts based on the income taxes expected to be payable in future years. Minimaldevelopment stage deferred tax assets arising as a result of net operating losscarry forwards have been offset completely by a valuation allowance due to theuncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from August 15, 2003 (date of inception)through June 30, 2004 of approximately $1,355 will begin to expire in 2022.

 

   Estimates

Preparation offinancial statements in accordance with accounting principles generally acceptedin the United States of America requires the use of estimates. Actual amountsmay differ from those reported.

 

   Cash and Cash Equivalents

For the purpose ofthe statements of cash flows, the Company considers all highly liquid debtinstruments purchased with a maturity of three months or less to be cashequivalents. The Company had $135 in cash or cash equivalents at June 30, 2004.
****
 

Note 3 Notes Payable-Related Party

In 2003, the Companyentered into a $500 non-interest bearing note payable with its owner, repaymentof which is due January 1, 2005. The owner retains the option to convert thisloan to 500,000 shares at $.001 per share, the fair market value of which isnegligible at December 31, 2003. In 2004, the Company received a $500non-interest bearing advance from its owner. The advance is due January 1, 2005and does not have a conversion option. Interest on the loans is notsignificant.. The funds were used to pay audit fees and maintain a Company bankaccount.

Item 2. Management's Plan of Operations

7

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

Wannigan may seek a combination with a firm which only recently commencedoperations, or a developing company in need of additional funds to expand intonew products or markets or seeking to develop a new product or service, or anestablished business which may be experiencing financial or operatingdifficulties and needs additional capital which is perceived to be easier toraise by a public company. In some instances, a business opportunity may involveacquiring or merging with a corporation which does not need substantialadditional cash but which desires to establish a public trading market for itscommon stock. Wannigan may purchase assets and establish wholly ownedsubsidiaries in various businesses or purchase existing businesses assubsidiaries.

Selecting a business opportunity will be complex and extremely risky. Becauseof general economic conditions, rapid technological advances being made in someindustries, and shortages of available capital, management believes that thereare numerous firms seeking the benefits of a publicly-traded corporation. Suchperceived benefits of a publicly traded corporation may include facilitating orimproving the terms on which additional equity financing may be sought,providing liquidity for the principals of a business, creating a means forproviding incentive stock options or similar benefits to key employees,providing liquidity (subject to restrictions of applicable statues) for allshareholders, and other items. Potentially available business opportunities mayoccur in many different industries and at various stages of development, all ofwhich will make the task of comparative investigation and analysis of suchbusiness 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 involvesacquiring a business while incurring significant indebtedness for a largepercentage of the purchase price of that business. Through leveragedtransactions, Wannigan would be required to use less of its available funds toacquire a target company and, therefore, could commit those funds to theoperations of the business, to combinations with other target companies, or toother activities. The borrowing involved in a leveraged transaction willordinarily be secured by the assets of the acquired business. If that businessis not able to generate sufficient revenues to make payments on the debtincurred by Wannigan to acquire that business, the lender would be able toexercise the remedies provided by law or by contract. These leveragingtechniques, while reducing the amount of funds that Wannigan must commit toacquire a business and may correspondingly increase the risk of loss toWannigan. No assurance can be given as to the terms or availability of financingfor any acquisition by Wannigan. During periods when interest rates arerelatively high, the benefits of leveraging are not as great as during periodsof lower interest rates, because the investment in the business held on aleveraged basis will only be profitable if it generates sufficient revenues tocover the related debt and other costs of the financing. Lenders from whichWannigan may obtain funds for purposes of a leveraged buy-out may imposerestrictions on the future borrowing, distribution, and operating policies ofWannigan. 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 ofbusinesses significant cash or other assets. Management believes Wannigan willoffer owners of businesses the opportunity to acquire a controlling ownershipinterest in a public company at substantially less cost than is required toconduct an initial public offering. The owners of the businesses will, however,incur significant post-merger or acquisition registration costs in the eventthey wish to register a portion of their shares for subsequent sale. Wanniganwill also incur significant legal and accounting with the acquisition of abusiness opportunity, including the costs of preparing post-effectiveamendments, Forms 8-K, agreements, and related reports and documents.Nevertheless, the officers and directors of Wannigan costs in connection havenot conducted market research and are not aware of statistical data that wouldsupport the perceived benefits of a merger or acquisition transaction for theowners of a business. Wannigan does not intend to make any loans to anyprospective 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 aswell as indirect associations between them and other business and 

8

professional people. It is not presently anticipated that Wannigan willengage professional firms specializing in business acquisitions orreorganizations.

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

As is customary in the industry, Wannigan may pay a finder's fee for locatingan acquisition prospect. If any such fee is paid, it will be approved byWannigan's Board of Directors and will be in accordance with the industrystandards. Such fees are customarily between 1% and 5% of the size of thetransaction, based upon a sliding scale of the amount involved. Such fees aretypically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a$4,000,000 transaction. Management has adopted a policy that such a finder's feeor real estate brokerage fee could, in certain circumstances, be paid to anyemployee, officer, director or 5% shareholder of Wannigan, if such person playsa material role in bringing a transaction to Wannigan.

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

Item 3. Controls and Procedures

    Evaluation of Disclosure Controls and Procedures

The Company's chief executive officer and chief financial officer haveevaluated the effectiveness of the design and operation of the Company'sdisclosure controls and procedures (as defined in Exchange Act Rule 13a-14c) asof a date within 90 days of the filing date of this quarterly report. Based onthat evaluation, the chief executive officer and chief financial officer haveconcluded that the Company's disclosure controls and procedures are effective toensure that material information relating to the Company is made known to suchofficers by others within these entities, particularly during the period thisquarterly report was prepared, in order to allow timely decisions regardingrequired disclosure.

    Changes in Internal Controls

There have not been any significant changes in the Company's internalcontrols or in other factors that could significantly affect these controlssubsequent to the date of their evaluation.

PART II - OTHER INFORMATION 

Item 1. Legal Proceedings.

Wannigan is not a party to any material pending legal proceedings and, to thebest of its knowledge, no such action by or against Wannigan has beenthreatened. Wannigan Capital Corp., Wannigan's sole shareholder is a party to aS.E.C civil action and there are material pending legal proceedings and, to thebest 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.

During the first two quarters of 2004, the Company issued no shares of commonstock. 

On August 15, 2003 49,000 shares were issued to Wannigan Capital Corp. underRule 4(2).

9

               Item 3. Defaults Upon Senior Securities. 

                            None;

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

                           None; 

               Item 5. Other Information. 

There is currently 1 shareholder of Wannigan. Wannigan Capital Corp. wasissued 49,000 shares for providing the capital to form this corporation.

Wannigan's common stock is not traded on any exchange or OTC market.Management has not undertaken any discussions, preliminary or otherwise, withany prospective market maker concerning the participation of such market makerin the after-market for Wannigan's securities and management does not intend toinitiate any such discussions until such time as Wannigan has consummated amerger or acquisition. There is no assurance that a trading market will everdevelop or, if such a market does develop, that it will continue. After a mergeror acquisition has been completed, Wannigan's officer and director will mostlikely be the person to contact prospective market makers. It is also possiblethat persons associated with the entity that merges with or is acquired byWannigan will contact prospective market makers. Wannigan does not intend to useconsultants to contact market makers.

               Item 6. Exhibits and Reports on Form 8-K. 

 

(a)     Exhibits

                    31.    Sect 302 Certifications

                    32    Section 906 Certifications

(b)    Reports on Form 8-K.

None

None

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, theRegistrant has duly caused this Report to be signed on its behalf by theundersigned thereunto duly authorized. 
**                   WANNIGAN VENTURES INC**
Date: 08/15/04                                                    By: ***/s/ Kevin M. Murphy***

                                                                                    President, CEO, CFO, and Director

 

 

 

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