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, 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
________________________________________________________________
(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 27, 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 nine month periods ended September 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 nine month period ended September 30, 2003, are not necessarily
indicative of results to be expected for any subsequent period.
2
Globalwise Investments, Inc.
Financial Statements
September 30, 2003
3
Globalwise Investments, Inc.
(A Development Stage Company)
Balance Sheets
ASSETS
Sept. 30 December 31
2003 2002
-------------- -------------
(Unaudited)
CURRENT ASSETS
$ - $ -
-------------- -------------
TOTAL ASSETS $ - $ -
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related parties $ 26,345 $ 26,345
-------------- -------------
Total Liabilities 26,345 26,345
-------------- -------------
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 (54,689) (54,689)
-------------- -------------
Total Stockholders' Equity (deficit) (26,345) (26,345)
-------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ - $ -
============== =============
4
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
From
inception on
For the three For the three For the nine For the nine October 3,
months ended months ended months ended months ended 1997 to
Sept. 30, Sept. 30, Sept. 30, Sept. 30, Sept. 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 802,000 802,000 802,000 802,000 692,048
============== ============== ============== ============== ===============
5
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
For the nine months ended October 3,
Sept. 30, 1997 through
--------------------------- Sept 30,
2003 2002 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)
------------- ------------- -------------
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 $ - $ - $ -
6
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2003
GENERAL
Globalwise Investments, Inc. (the Company) has elected to omit substantially
all footnotes to the financial statements for the nine months ended September
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.
7
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 our
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 nine month period ended September 30, 2003,
we had no cash on hand and total current liabilities of $26,345. These
liabilities 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.
We have no commitments for capital expenditures for the next twelve
months. We believe that our current cash needs for at least the next twelve
months can be met by loans from our directors, officers and shareholders,
based on understandings we have with these persons. However, these
understandings are not formal agreements and therefore these persons are not
obligated to provide funds. We may repay any loans, costs of services and
advancements with cash, if available, or we may convert them into common
stock.
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
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 limited capital
available for investigation and management's limited experience in business
analysis we may not discover or adequately evaluate adverse facts about a
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.
8
ITEM 3: CONTROLS AND PROCEDURES
Our President, who acts in the capacity of principal executive officer
and principal financial officer, has reevaluated the effectiveness of our
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, there were no changes made or corrective actions
to be taken related to 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 Principal Executive Officer Certification
31.2 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: October 29, 2003 Globalwise Investments, Inc.
/s/ Donald R. Mayer
By: ______________________________________
Donald R. Mayer
President, Principal Executive and
Financial Officer and Director
9