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, 2005
[ ] 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
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 27, 2005, Globalwise Investments, Inc. 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.............................................2
Item 2. Plan of Operation................................................8
Item 3. Controls and Procedures..........................................8
PART II: OTHER INFORMATION
Item 6. Exhibits.........................................................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, 2005 and 2004 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, 2005, are not necessarily indicative of results to be expected
for any subsequent period.
2
Globalwise Investments, Inc.
Financial Statements
June 30, 2005
3
Globalwise Investments, Inc.
A Development Stage Company)
Balance Sheets
ASSETS
June 30 December 31
2005 2004
-------------- -------------
(Unaudited)
CURRENT ASSETS
Cash $ 1,442 $ 3,081
-------------- -------------
TOTAL ASSETS $ 1,442 $ 3,081
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable - Related parties $ 26,345 $ 26,345
Accounts Payable - Other 200 185
Advance Payable 5,000 5,000
-------------- -------------
Total Liabilities 31,545 31,530
-------------- -------------
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 (58,447) (56,793)
-------------- -------------
Total Stockholders' Equity (deficit) (30,103) (28,449)
-------------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,442 $ 3,081
============== =============
4
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
From
Inception on
For the three For the three For the six For the six October 3,
months ended months ended months ended months ended 1997
June 30, June 30, June 30, June 30, to June 30,
2005 2004 2005 2004 2005
-------------- -------------- -------------- -------------- --------------
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- -------------- -------------- --------------
EXPENSES
General & Administrative 727 1,246 1,654 1,246 58,447
-------------- -------------- -------------- -------------- --------------
TOTAL EXPENSES 727 1,246 1,654 1,246 58,447
-------------- -------------- -------------- -------------- --------------
NET INCOME (LOSS) $ (727) $ (1,246) $ (1,654) $ (1,246) $ (58,447)
============== ============== ============== ============== ==============
NET LOSS PER SHARE $ - $ - $ - $ - $ (0.08)
============== ============== ============== ============== ==============
WEIGHTED AVERAGE SHARES
OUTSTANDING 802,000 802,000 802,000 802,000 716,901
============== ============== ============== ============== ==============
5
Globalwise Investments, Inc.
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
From
Inception on
October 3,
For the six months ended 1997
June 30, Through
----------------------------- June 30,
2005 2004 2005
-------------- -------------- --------------
Cash Flows from Operating Activities
Net Loss $ (1,654) $ (1,246) $ (58,447)
Less Non-cash Items:
Capital contributions - expenses - - 6,550
Increase in inventory - - (21,744)
Stock issued for services - - -
Increase in Accounts Payable 15 - 27,144
-------------- -------------- --------------
Net Cash Provided (Used) by
Operating Activities (1,639) (1,246) (46,497)
-------------- -------------- --------------
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
Cash advance by unrelated company - 5,000 5,000
-------------- -------------- --------------
Net Cash Provided (Used) by
Financing Activities - 5,000 70,000
-------------- -------------- --------------
Increase (Decrease) in Cash (1,639) 3,754 1,442
Cash and Cash Equivalents at
Beginning of Period 3,081 - -
-------------- -------------- --------------
Cash and Cash Equivalents at End of Period $ 1,442 $ 3,754 $ 1,442
============== ============== ==============
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
June 30, 2005
GENERAL
- -------
Globalwise Investments, Inc. (the Company) has elected to omit substantially
all footnotes to the financial statements for the six months ended June 30,
2005, 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, 2004.
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.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions. This report contains
these types of statements. Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements. You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report. All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
ITEM 2. PLAN OF OPERATION
During the next twelve months our management intends to actively seek an
operating company to acquire or merge with which may provide operating
revenue. 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 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.
As of the date of this filing, we have not identified any assets or business
opportunities for acquisition. Potential investors must recognize that
because of limited capital available for investigation of business
opportunities and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about any business
opportunity to be acquired. All risks inherent in new and inexperienced
enterprises are inherent in our plan.
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 acquisitions without submitting any
proposal to the stockholders for their consideration.
As of June 30, 2005 we had cash on hand of $1,442 and total current
liabilities of $31,545. The majority of our operating expenses are related to
our reporting obligations under the Exchange Act. These expenses include
legal, accounting and professional services and costs required to prepare and
file our reports with the SEC. We are unable to pay cash for these services
and have relied on related and third parties to pay for these costs on our
behalf. These parties have not entered into written agreements guaranteeing
advances and, therefore, these parties are not obligated to provide funds in
the future. However, management anticipates that these parties will continue
to pay for these costs on our behalf during the next twelve months.
Historically, we have paid for these advances by converting the debt into
common stock.
ITEM 3. CONTROLS AND PROCEDURES
Our President, who acts in the capacity of principal executive officer and
principal financial officer, has evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, he concluded that our disclosure controls and
procedures were effective.
Also, he determined that there were no significant changes made in our
internal controls over financial reporting during the second quarter of 2005
that have materially affected, or are reasonably likely to materially affect
our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
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.)
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: August 5, 2005 GLOBALWISE INVESTMENTS, INC.
/s/ Donald R. Mayer
By: ______________________________________
Donald R. Mayer
President, Principal Executive Officer,
Principal Financial Officer, and Director
9