----

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 June 30,    2005

 

[ ] 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)

 

1172 Manito 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

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

1

 

 

 

 

(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, 2005:    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

----- ----- 

 

2

 

 

 

WANNIGAN VENTURES    INC 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION                                                                                                                                    PAGE

 

Item 1. Financial Statements    (unaudited):                                                                                                                                        4

 

Balance    Sheet as of June 30, 2005                                                                                                                                                     5

 

Statements    of Operations for the three months and six months ended

June 30,    2005 and 2004, and from Inception through

       June 30, 2005                                                                                                                                                                                    6

 

Statements    of Cash Flow for the six months ended

June 30,    2005 and from Inception through

       June 30, 2005                                                                                                                                                                                    7

 

Notes    to Financial Statements (unaudited)                                                                                                                                     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-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, 2004 previously filed in a    Form 10-KSB with the Securities and Exchange Commission.
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**Wannigan Ventures,    Inc.

(A Development    Stage Company)

    Condensed Notes to Unaudited Interim Financial Statements

 

Note 1 Condensed Interim Financial Statements

The accompanying unaudited condensed financial statements    include the accounts of Wannigan Ventures, Inc. (a development stage    company) (the Company). These statements are condensed and, therefore, do    not include all disclosures normally required by accounting principles    generally accepted in the United States of America. These statements should    be read in conjunction with the Company's most recent annual financial    statements for the period from inception, August 15, 2003, through December    31, 2004 filed with the U.S. Securities and Exchange Commission on March 31,    2005. In the opinion of management, all adjustments necessary for a fair    presentation have been included in the accompanying condensed financial    statements and consist of only normal recurring adjustments. The results of    operations presented in the accompanying condensed financial statements for    the period ended June 30, 2005 are not necessarily indicative of the    operating results that may be expected for the full year ending December 31,    2005.

Note 2 Organization and Summary of Significant Accounting Policies
****
This summary of the Company's significant accounting    policies is presented to assist in understanding the Company's financial    statements. These accounting policies conform to generally accepted    accounting principles and have been consistently applied in the preparation    of the accompanying financial statements. The Company has not realized    revenues from its planned principal business purpose and, accordingly, is    considered to be in its development stage.

    Business activity

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

    Income taxes

The Company recognizes the tax effects of transactions in    the year in which such transactions enter into the determination of net    income, regardless of when reported for tax purposes. Deferred taxes are    provided in the financial statements under Financial Accounting Standards    Board Statement No. 109 to give effect to the resulting temporary    differences which may arise from differences in the bases of fixed assets,    depreciation methods, allowances, and start-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 net operating loss carry forwards    have been offset completely by a valuation allowance due to the uncertainty    of their utilization in future periods. Operating loss carry forwards    generated during the period from August 15, 2003 (date of inception) through    June 30, 2005 of approximately $22,448 will begin to expire in 2023.

    Estimates

Preparation of financial statements in accordance with    accounting principles generally accepted in the United States of America    requires the use of estimates. Actual amounts may differ from those    reported.

    Cash and Cash Equivalents

For the purpose of the statements of cash flows, the    Company considers all highly liquid debt instruments purchased with a    maturity of three months or less to be cash equivalents. The Company had    $182 in cash or cash equivalents at June 30, 2005.

    Earnings per Share

The computation of net income/loss per share of common    stock is based on the weighted average number of shares outstanding for the    periods presented.

    Reclassification

Certain items have been reclassified from prior periods    to conform to current period presentation. The reclassifications do not    materially affect the presentation of the Company's balances at June 30,    2005 or the results of the Company's operations or cash flows for the    periods then ended. 

7

 
****
Note 3 Notes Payable- Related Party

Accounts Payable
The Company entered into a consulting agreement with its only shareholder    (the Shareholder) for the period of one year commencing October 1, 2004. At    the end of this term, the agreement will be automatically renewed for    another year. The Shareholder will act as the office manager and management    consultant for the Company, and will be compensated $2,000 per month, plus    reasonable out-of-pocket expenses. At June 30, 2005, the Company had    incurred nine months of consulting expense totaling $18,000, $6,000 of which    was incurred during the current quarter. The entire balance of $18,000 was    payable to the Shareholder at June 30, 2005.

Notes Payable

On November 17, 2003, the Company entered into a $500 non-interest    bearing note payable with the Shareholder, repayment of which is due January    1, 2006. The Shareholder retains the option to convert this loan to 500,000    shares at $.001 per share, the fair market value of which is negligible at    June 30, 2005. The remaining $2,404 consists of non-interest bearing    advances from the Shareholder. The advances are due on demand and do not    have a conversion option. Interest on the loans has not been imputed due to    the insignificant impact on the financial statements. The funds were used to    pay audit, accounting, and other operating expenses.

    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.

8

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 shareholders, 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 $4,000,000 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 six month period ending    June 30, 2005 nor from August 3, 2003 (inception) through June 30, 2005    other than incidental expenses which have been accrued. 

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company's chief executive officer and chief financial officer have    evaluated the effectiveness of the design and operation of the Company's    disclosure controls and procedures (as defined in Exchange Act Rule 13a-14c)    as of a date within 90 days of the filing date of this quarterly report.    Based on that evaluation, the chief executive officer and chief financial    officer have concluded that the Company's disclosure controls and procedures    are effective to ensure that material information relating to the Company is    made known to such officers by others within these entities, particularly    during the period this quarterly report was prepared, in order to allow    timely decisions regarding required disclosure.

9

Changes in Internal Controls

There have not been any significant changes in the Company's internal    controls or in other factors that could significantly affect these controls    subsequent 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    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.

During the first two quarters of 2005, the Company issued no shares of    common stock. 

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

               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. was    issued 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,    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 and    Reports on Form 8-K. 

(a) 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.

10

(b)    Reports on Form 8-K.

None

 

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: 08/15/05                                                                By: /s/ Kevin M. Murphy

                                                                                           President, CEO, CFO, and Director    

 

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