UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2008
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number: 000-31671
GLOBALWISE INVESTMENTS, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) |
87-0613716 (I.R.S. Employer Identification No.) |
2157 S. Lincoln Street, Salt Lake City, Utah (Address of principal executive offices) |
84106 (Zip Code) |
Registrants telephone number: 801-323-2395
The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer [ ] Non-accelerated filer [ ] |
Accelerated filed [ ] Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
The number of shares outstanding of the registrants common stock as of May 6, 2008 was 1,139,000.
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
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Balance Sheets
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Statements of Operations
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Statements of Cash Flows
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Notes to the Financial Statements
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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PART II OTHER INFORMATION
Item 6. Exhibits
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Signatures
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PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements of operations for the three month periods ended March 31, 2008 and 2007 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 three month period ended March 31, 2008, are not necessarily indicative of results to be expected for any subsequent period.
Globalwise Investments, Inc.
(A Development Stage Company)
Financial Statements
March 31, 2008
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Globalwise Investments, Inc. |
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(A Development Stage Company) |
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Balance Sheets |
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ASSETS |
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March 31 |
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December 31 |
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2008 |
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2007 |
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(Unaudited) |
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CURRENT ASSETS |
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Cash |
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$ 1,208 |
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$ 2,633 |
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Total Current Assets |
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1,208 |
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2,633 | ||
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TOTAL ASSETS |
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$ 1,208 |
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$ 2,633 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts Payable |
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$ 52,495 |
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$ 51,595 | |||
Total Current Liabilities |
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52,495 |
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51,595 | ||
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Total Liabilities |
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52,495 |
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51,595 | |
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STOCKHOLDERS' DEFICIT |
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Common Stock, $.001 par value; 50,000,000 shares |
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authorized; 1,139,000 shares issued and outstanding |
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1,139 |
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1,139 | ||||
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Additional paid in Capital |
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35,205 |
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35,205 | ||
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Deficit Accumulated During the Development Stage |
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(87,631) |
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(85,306) | ||||
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Total Stockholders' Deficit |
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(51,287) |
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(48,962) | ||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
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$ 1,208 |
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$ 2,633 |
The accompanying notes are an integral part of these financial statements.
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Globalwise Investments, Inc. | ||||||||
(A Development Stage Company) | ||||||||
Statements of Operations | ||||||||
(Unaudited) | ||||||||
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From |
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For the three |
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For the three |
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Inception on |
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months ended |
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months ended |
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October 3, |
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March 31, |
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March 31, |
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1997 to |
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2008 |
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2007 |
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March 31, 2008 |
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REVENUES |
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$ - |
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$ - |
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$ - | |
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EXPENSES |
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General & Administrative |
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2,325 |
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5 |
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87,631 | ||
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TOTAL EXPENSES |
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2,325 |
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5 |
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87,631 | ||
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Net Operating Loss |
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(2,325) |
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(5) |
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(87,631) | ||
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LOSS BEFORE TAXES |
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(2,325) |
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(5) |
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(87,631) | ||
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TAXES |
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- |
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- |
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NET LOSS |
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$ (2,325) |
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$ (5) |
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$ (87,631) | |
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NET LOSS PER SHARE |
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$ - |
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$ - |
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WEIGHTED AVERAGE SHARES |
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OUTSTANDING |
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1,139,000 |
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1,604,000 |
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The accompanying notes are an integral part of these financial statements
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Globalwise Investments, Inc. | |||||||||
(A Development Stage Company) | |||||||||
Statements of Cash Flows | |||||||||
(Unaudited) | |||||||||
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From |
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Inception on |
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October 3, |
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For the three months ended |
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1997 Through | ||
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March 31, |
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March 31, | ||
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2008 |
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2007 |
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2008 |
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Cash Flows from Operating Activities |
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Net Loss |
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$ (2,325) |
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$ (5) |
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$ (87,631) | |
Adjustment to reconcile net (loss) to cash provided |
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(used) by operating activities: |
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Capital contributions - expenses |
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- |
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6,550 | |||
Changes in assets and liabilities: |
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Increase in inventory |
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- |
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(21,744) | ||
Increase in accounts payable & accrued expenses |
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(600) |
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61,094 | ||||
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Net Cash Provided (Used) by Operating Activities |
(1,425) |
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(605) |
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(41,731) | ||||
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Cash Flows from Investing Activities |
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Purchase of equipment |
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(20,530) | ||
Loss of cash in spin-off |
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(1,531) | ||
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Net Cash Provided (Used) by Investing Activities |
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(22,061) | |||
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Cash Flows from Financing Activities |
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Proceeds from stock issuance |
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- |
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65,000 | ||
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Net Cash Provided (Used) by Financing Activities |
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65,000 | ||||
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Increase (Decrease) in Cash |
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(1,425) |
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(605) |
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1,208 | ||
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Cash and Cash Equivalents, Beginning of Period |
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2,633 |
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2,757 |
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Cash and Cash Equivalents, End of Period |
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$ 1,208 |
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$ 2,152 |
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$ 1,208 | |||
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Supplemental Cash Flow Information: |
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Stock issued for services |
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$ - |
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$ - |
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$ 20,000 | ||
Issuance of stock in settlement of debt |
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$ - |
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$ - |
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$ 8,000 | |||
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Cash Paid For: |
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Interest |
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$ - |
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$ - |
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$ - |
Income Taxes |
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$ - |
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$ - |
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$ - |
The accompanying notes are an integral part of these financial statements
5
Globalwise Investments, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2008
GENERAL
Globalwise Investments, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the three months ended March 31, 2008, 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-K for the twelve months ended December 31, 2007.
STOCK SPLIT
On January 30, 2008 the Board of Directors approved a 2-for-1 forward stock split which was effective on February 15, 2008. The financial statements reflect this split with the balance sheet retroactively restated.
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
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, intend, 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. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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.
To position the company for a potential acquisition or merger, our board of directors effected a 2-for-1 forward split of our outstanding common stock on February 15, 2008. Pre-split common shares of 569,500 outstanding on February 15, 2008 were forward split to 1,139,000 shares of common stock.
As of the date of this filing, we have not identified any assets or business opportunities for acquisition. Potential investors must recognize that because we have limited capital available for investigation of business opportunities and managements 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.
We are a development stage company without revenues from operations and we have had recurring operating losses for the past two fiscal years. Our independent auditors have expressed doubt that we can continue as a going concern unless we obtain financing to continue operations. At March 31, 2008, we had $1,208 in cash and total liabilities of $52,495 and we cannot satisfy our cash requirements for our operations. We will need to raise additional capital during the next twelve months to fund our operations and we will likely rely on equity or debt transactions.
We may issue common stock for cash, to convert debt, or for services rendered and we anticipate that the common stock will be issued pursuant to exemptions to registration provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to registration. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our shareholders may experience dilution in the value per share of their common stock.
During the next twelve months, provided we do not acquire or merge with an operating business, we do not anticipate that we will conduct product research and development, nor do we expect to purchase or sell a plant or equipment, or intend to hire employees.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, 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.
Managements Report on Internal Control over Financial Reporting
Our President is responsible to design or supervise a process to be effected by our board of directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:
$
maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
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reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
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reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Our management determined that there were no changes made in our internal controls over financial reporting during the first quarter of 2008 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
PART II OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
No.
Description
31.1
Principal Executive Officer Certification
31.2
Principal Financial Officer Certification
32.1
Section 1350 Certification
Part II Exhibits
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
Certificate of Correction, effective May 22, 2007 (Incorporated by reference to exhibit 3.1 of Form 8-K, filed June 17, 2007)
3.3
Bylaws of Globalwise (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed October 2, 2000.)
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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.
GLOBALWISE INVESTMENTS, INC. By: /s/ Donald R. Mayer |
Date: May 13, 2008 |
Donald R. Mayer
President and Principal Financial Officer
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