UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2002
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 000-31671
GLOBALWISE INVESTMENTS, INC.
(Exact name of Small Business Issuer as specified in its charter)
NEVADA 87-0613716
________________________ _______________________________________
(State of incorporation) (I.R.S. Employer Identification Number)
2157 S. Lincoln Street, Salt Lake City, Utah 84106
_______________________________________________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 323-2395
_____________________
Indicate by check mark whether the Issuer (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 Issuer was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
As of October 22, 2002, the registrant had 802,000 common shares outstanding.
Transitional small business disclosure format: Yes [ ] No [X]
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
Item 1: Financial Statements .............................................3
Item 2: Plan of Operations ...............................................8
Item 3: Controls and Procedures...........................................9
PART II: OTHER INFORMATION
Item 6: Exhibits and Reports on Form 8-K .................................9
Signatures and Certifications..............................................9
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements
of operations for the three and nine month periods ended September 30, 2002
and 2001 is unaudited. This financial information, in the opinion of
management, includes all adjustments consisting of normal recurring entries
necessary for the fair presentation of such data. The results of operations
for the nine month period ended September 30, 2002, are not necessarily
indicative of results to be expected for any subsequent period.
2
Globalwise Investments, Inc.
Financial Statements
September 30, 2002
Globalwise Investments, Inc.
(A Development Stage Company)
Balance Sheets
ASSETS
Sept. 30 December 31
2002 2001
-------------- --------------
(Unaudited)
CURRENT ASSETS $ - $ -
-------------- --------------
TOTAL ASSETS $ - $ -
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related parties $ 21,345 $ 21,345
-------------- --------------
Total Liabilities 21,345 21,345
-------------- --------------
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; 50,000,000
shares authorized; 802,000 shares
issued and outstanding 802 802
Additional paid in Capital 27,542 27,542
Deficit Accumulated During the Development Stage (49,689) (49,689)
-------------- --------------
Total Stockholders' Equity (deficit) (21,345) (21,345)
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============== ==============
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
For the For the For the For the From
three months three months nine months nine months inception on
ended Sept.30, ended Sept.30, ended Sept.30, ended Sept.30, October 3, 1997
2002 2001 2002 2001 to Sept.30, 2002
-------------- -------------- -------------- -------------- ----------------
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- -------------- -------------- --------------
EXPENSES
General & Administrative - - - - 49,689
-------------- -------------- -------------- -------------- --------------
TOTAL EXPENSES - - - - 49,689
-------------- -------------- -------------- -------------- --------------
NET INCOME (LOSS) $ - $ - $ - $ - $ (49,689)
============== ============== ============== ============== ==============
NET LOSS PER SHARE $ - $ - $ - $ - $ (0.06)
============== ============== ============== ============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 850,000 850,000 850,000 850,000 663,220
============== ============== ============== ============== ==============
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
For the nine months ended October 3, 1997
Sept. 30, Through
2002 2001 Sept. 30, 2002
------------- -------------- --------------
Cash Flows from Operating Activities
Net Loss $ - $ - $ (49,689)
Less Non-cash Items:
Capital contributions - expenses - - 6,550
Increase in inventory - - (21,744)
Stock issued for services - - -
Increase in Accounts Payable - - 21,944
------------- -------------- --------------
Net Cash Provided (Used) by Operating Activities - - (42,939)
------------- -------------- --------------
Cash Flows from Investing Activities
Purchase of equipment - - (20,530)
Loss of cash in spin-off - - (1,531)
------------- -------------- --------------
Net Cash Provided (Used) by Investing Activities - - (22,061)
------------- -------------- --------------
Cash Flows from Financing Activities
Proceeds from stock issuance - - 65,000
------------- -------------- --------------
Net Cash Provided (Used) by Financing Activities - - 65,000
------------- -------------- --------------
Increase (Decrease) in Cash - - -
Cash and Cash Equivalents at Beginning of Period - - -
------------- -------------- --------------
Cash and Cash Equivalents at End of Period $ - $ - $ -
============= ============== ==============
Supplemental Cash Flow Information:
Stock issued for services $ - $ - $ -
Cash Paid For:
Interest $ - $ - $ -
Income Taxes $ - $ - $ -
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2002
GENERAL
- -------
Globalwise Investments, Inc. (the Company) has elected to omit substantially
all footnotes to the financial statements for the nine months ended September
30, 2002, since there have been no material changes (other than indicated in
other footnotes) to the information previously reported by the Company in
their Annual Report filed on the Form 10-KSB for the twelve months ended
December 31, 2001.
UNAUDITED INFORMATION
- ----------------------
The information furnished herein was taken from the books and records of the
Company without audit. However, such information reflects all adjustments
which are, in the opinion of management, necessary to properly reflect the
results of the interim period presented. The information presented is not
necessarily indicative of the results from operations expected for the full
fiscal year.
In this report references to "Globalwise," "we," "us," and "our" refer to
Globalwise Investments, Inc.
Forward Looking Statements
This quarterly report contains certain forward-looking statements and for
this purpose any statements contained in this Form 10-QSB that are not
statements of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, words such as "may," "will," "expect,"
"believe," "anticipate," "estimate" or "continue" or comparable terminology
are intended to identify forward-looking statements. These statements by
their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are not
within Globalwise's control. These factors include, but are not limited to,
economic conditions generally, failure by management to successfully develop
business relationships, competition within the merger and acquisitions market,
lack of operations and future changes by regulatory agencies.
ITEM 2. PLAN OF OPERATIONS
We are a development stage company with no assets and we have experienced
losses since our inception. As a result, we are dependent on financing to
continue our operations. For the nine month period ended September 30, 2002,
we had no cash on hand and total current liabilities of $21,345. The $21,345
account payable is related to accounting and legal fees of approximately
$16,345 which were paid on our behalf by related parties and approximately
$5,000 in services rendered by our management.
We have no commitments for capital expenditures for the next twelve
months. During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and shareholders based on
understandings we have with these persons. These understandings are not
written agreements and therefore these persons are not obligated to provide
funds. We may repay these loans, costs of services and advancements with
cash, if available, or we may convert them into common stock. Management
intends that any agreement for a merger or acquisition shall provide that
these debts be paid as part of that transaction.
Our management intends to actively pursue business opportunities during
the next twelve months. Based on current economic and regulatory conditions,
management believes that it is possible, if not probable, for a company like
ours, without many assets or liabilities, to negotiate a merger or acquisition
with a viable private company. The opportunity arises principally because of
the high legal and accounting fees and the length of time associated with the
registration process of "going public." However, should any of these
conditions change, it is very possible that there would be little or no
economic value for anyone taking over control of Globalwise. As of the date
of this filing, we have not identified any assets or business opportunities
for acquisition, nor have we made a formal study of the economic potential of
any business.
Potential investors must recognize that because of our limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about the
business opportunity to be acquired. Also, all risks inherent in new and
inexperienced enterprises are inherent in our business.
It is emphasized that our management may effect transactions having a
potentially adverse impact upon our shareholders pursuant to the authority and
discretion of our management to complete an acquisition without submitting the
acquisition proposal to the stockholders for their consideration.
Should a merger or acquisition prove unsuccessful, it is possible that we
may decide not to pursue further acquisition activities and management may
abandon its activities and our shares would become worthless.
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ITEM 3: CONTROLS AND PROCEDURES
As a result of new SEC regulations, our Board formalized our disclosure
controls and procedures we use to ensure that material information regarding
our company and its operations is provided to the public in a timely manner.
On October 28, 2002, our President, acting in the capacity of principal
executive and financial officer evaluated the effectiveness of these
disclosure controls and procedures and determined that there were no
significant deficiencies in these procedures.
Also, the President did not identify any deficiencies or material
weaknesses in our internal controls, nor did he identify fraud that involved
our management who had a significant role in our internal controls. He did
not find any deficiencies of weaknesses which would require changes to be made
or corrective actions to be taken related to our internal controls.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Part II Exhibits
Exhibit No. Description
3.1 Articles of Incorporation, as amended (Incorporated by reference to
exhibit 3.1 of Form 10-QSB, filed October 11, 2001)
3.2 Bylaws of Globalwise (Incorporated by reference to exhibit 3.3 of Form
10-SB, filed October 2, 2000.)
(b) Reports on Form 8-K
None.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
10/28/02
Date________________ Globalwise Investments, Inc.
/s/ Donald R. Mayer
By: ______________________________________
Donald R. Mayer
President, Principal Financial Officer and
Director
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
I, Donald R. Mayer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Globalwise
Investments, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to
9
state a material fact necessary to make the statement made, in light of the
circumstances under which statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
10/28/02 /s/ Donald R. Mayer
Date: ______________ ____________________________________________
Donald R. Mayer, Principal Executive Officer
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
I, Donald R. Mayer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Globalwise
Investments, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this quarterly
report;
10
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being
prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
10/28/02 /S/ Donald R. Mayer
Date: ______________ ____________________________________________
Donald R. Mayer, Principal Financial Officer
11