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 June 30, 2003
[ ] 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
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (801) 323-2395
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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 July 28, 2003, 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................................................................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 six month periods ended June 30, 2003 and 2002
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 six
month period ended June 30, 2003, are not necessarily indicative of results to
be expected for any subsequent period.
2
Globalwise Investments, Inc.
Financial Statements
June 30, 2003
2
Globalwise Investments, Inc.
(A Development Stage Company)
Balance Sheets
ASSETS
June 30 December 31
2003 2002
------------- -------------
(Unaudited)
CURRENT ASSETS $ - $ -
------------- -------------
TOTAL ASSETS $ - $ -
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related parties $ 26,345 $ 26,345
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Total Liabilities 26,345 26,345
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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 (54,689) (54,689)
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Total Stockholders' Equity (deficit) (26,345) (26,345)
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============= =============
4
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
From
Inception on
For the For the For the For the October 3,
three months three months six months six months 1997
ended June 30, ended June 30, ended June 30, ended June 30, to June 30,
2003 2002 2003 2002 2003
-------------- -------------- -------------- -------------- --------------
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- -------------- -------------- --------------
EXPENSES
General & Administrative - - - - 54,689
-------------- -------------- -------------- -------------- --------------
TOTAL EXPENSES - - - - 54,689
-------------- -------------- -------------- -------------- --------------
NET INCOME (LOSS) $ - $ - $ - $ - $ (54,689)
============== ============== ============== ============== ==============
NET LOSS PER SHARE $ - $ - $ - $ - $ (0.08)
============== ============== ============== ============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 802,000 802,000 802,000 802,000 687,221
============== ============== ============== ============== ==============
5
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
For the six months ended October 3, 1997
June 30, Through
2003 2002 June 30, 2003
------------- ------------- ---------------
Cash Flows from Operating Activities
Net Loss $ - $ - $ (54,689)
Less Non-cash Items:
Capital contributions - expenses - - 6,550
Increase in inventory - - (21,744)
Stock issued for services - - -
Increase in Accounts Payable - - 26,944
------------- ------------- ---------------
Net Cash Provided (Used) by Operating Activities - - (42,939)
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Cash Flows from Investing Activities
Purchase of equipment - - (20,530)
Loss of cash in spin-off - - (1,531)
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Net Cash Provided (Used) by Investing Activities - - (22,061)
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Cash Flows from Financing Activities
Proceeds from stock issuance - - 65,000
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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 $ - $ - $ -
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Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2003
GENERAL
- -------
Globalwise Investments, Inc. (the Company) has elected to omit substantially
all footnotes to the financial statements for the six months ended June 30,
2003, 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, 2002.
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.
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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 report 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, and the
lack of operations
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 six month period ended June 30, 2003, we had
no cash on hand and total current liabilities of $26,345. Since inception, we
have primarily financed our operations through the sale of our common stock.
We have no commitments for capital expenditures for the next twelve
months. The majority of our expenses are related to our reporting obligations
under the Exchange Act. We accrued $26,345 of expenses related to the
professional services required to prepare our reports and the costs of filing
the reports with the SEC. We may repay these accounts payable with cash, if
available, or we may convert them into common stock. Also, if we acquire a
business opportunity we may incur additional reporting expenses related to
proxy or information statements we must provide to our stockholders which
disclose the company to be acquired's business operations, management and
financial condition.
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
Our President, who acts in the capacity as principal executive officer
and principal financial officer has designed and established disclosure
controls and procedures to ensure that material information is made known to
him in a timely manner by others within the company. Our President
reevaluated the effectiveness of these disclosure controls and procedures as
of the end of the period covered by this report and determined that there
continued to be no significant deficiencies in these procedures.
Also, our President evaluated the design or operation of our internal
control over financial reporting which relates to our ability to record,
process, summarize and report financial information. He did not find any
significant deficiency or material weakness which would require changes to be
made or corrective actions to be taken related to our internal control over
financial reporting. Nor did he identify fraud that involved management or
other employees who had a significant role in our internal control over
financial reporting.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Part II Exhibits
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.)
31.1 Section 302 Principal Executive Officer Certification
31.2 Section 302 Principal Financial Officer Certification
32.1 Section 1350 Certification
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.
Date: July 31, 2003 Globalwise Investments, Inc.
/s/ Donald R. Mayer
By: ______________________________________
Donald R. Mayer
President, Principal Executive and
Financial Officer and Director
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