[X]
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Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended
May 31, 2009
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[ ]
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Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
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For the transition period __________
to
__________
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Commission File Number:
333-149197
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Nevada
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39-2068976
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(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
#108-2940 Louise Street
Saskatoon, Saskatchewan
Canada S7J 5K2
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(Address of principal executive offices)
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206-339-9420
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(Issuer’s telephone number)
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_______________________________________________________________
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(Former name, former address and former fiscal year, if changed since last report)
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[ ] Large accelerated filer Accelerated filer
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[ ] Non-accelerated filer
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[X] Smaller reporting company
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TABLE
OF CONTENTS
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Page
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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Our financial statements included in this Form 10-Q are as follows:
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ASSETS
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May 31,
2009
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November 30,
2008
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|||
(unaudited)
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(audited)
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||||
Current assets
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|||||
Cash
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$ | 4,524 | $ | 6,896 | |
Total current assets
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4,524 | 6,896 | |||
Computer equipment, net of accumulated depreciation of $964
(2008-$771)
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750 | 943 | |||
TOTAL ASSETS
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$ | 5,274 | $ | 7,839 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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|||||
Current liabilities
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|||||
Accounts payable and accrued liabilities – Note 6
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$ | 10,011 | $ | 10,492 | |
Advances from director
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27,432 | 16,459 | |||
TOTAL LIABILITIES
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37,443 | 26,951 | |||
STOCKHOLDERS’ DEFICIT
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|||||
Common stock, $.001 par value, 100,000,000 shares authorized;
78,542,870 and 2,515,000 shares issued and outstanding
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61,200 | 2,515 | |||
Additional paid in capital
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-0- | 58,685 | |||
Deficit accumulated during the development stage
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(93,369) | (80,312) | |||
Total stockholders’ deficit
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(32,169) | (19,112) | |||
TOTAL LIABILITIES AND STOCKHOLDERS’DEFICIT
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$ | 5,274 | $ | 7,839 |
Three
months ended
May 31, 2009
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Three
months ended
May 31, 2008
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Six
months ended
May 31, 2009
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Six
months ended
May 31, 2008
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Period from December 13, 2006 (Inception) to May 31, 2009
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Revenues
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$ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | ||||
General and administrative expenses:
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Depreciation
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97 | 97 | 193 | 193 | 964 | |||||||||
General and administrative
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1,013 | 11,467 | 1,704 | 11,871 | 6,564 | |||||||||
Filing and registration fees
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13,320 | |||||||||||||
Professional fees
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1.544 | 7,640 | 7,049 | 18,962 | 43,132 | |||||||||
Management fees – Note 6
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417 | 417 | 834 | 834 | 3,929 | |||||||||
Rent and utilities – Note 6
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1,638 | 1,638 | 3,277 | 3,277 | 15,433 | |||||||||
Travel, meals and entertainment
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-0- | -0- | -0- | -0- | 5,633 | |||||||||
Website
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-0- | -0- | -0- | 332 | 4,394 | |||||||||
Total general and administrative
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4,709 | 21,259 | 13,057 | 35,469 | 93,369 | |||||||||
Net loss
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$ | ( 4,709) | $ | (21,259) | $ | (13,057) | $ | (35,469) | $ | (93,369) | ||||
Net loss per share:
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Basic and diluted
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$ | (0 .00) | $ | (0 .00) | $ | ( 0.00) | $ | ( 0.00) | ||||||
Weighted average shares outstanding:
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Basic and diluted
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78,542,870 | 78,542,870 | 78,542,870 | 78,542,870 |
Common stock
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Additional
paid-in
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Deficit
accumulated
during the
development
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||||||||||||
Shares
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Amount
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capital
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stag
e
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Total
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||||||||||
Issuance of common stock
for cash to founders
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2,000,000 | $ | 2,000 | $ | 18,000 | $ | $ | 18,000 | ||||||
Issuance of common stock
for cash at $.08 per share
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515,000 | 515 | 40,685 | 41,200 | ||||||||||
Net loss for the period
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- | - | - | (26,282) | (26,282) | |||||||||
Balance, November 30, 2007
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2,515,000 | 2,515 | 58,685 | (26,282) | 34,918 | |||||||||
Net loss for the period
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- | - | - | (54,030 | (54,030) | |||||||||
Balance, November 30, 2008
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2,515,000 | 2,515 | 58,685 | (80,312) | (19,112) | |||||||||
Adjustment for stock split
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76,027,870 | 58,685 | (58,685) | - | - | |||||||||
Net loss for the period
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- | - | - | (13,057) | (13,057) | |||||||||
Balance, May 31, 2009
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78,542,870 | $ | 61,200 | $ | - | $ | (93,369) | $ | (32,169) |
Six
months ended
May 31, 2009
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Six
months ended
May 31, 2008
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Period from
December 13, 2006
(Inception) to
May 31, 2009
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (13,057) | $ | (35,469) | $ | (93,369) | ||
Adjustments to reconcile net loss to cash used by operating activities:
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Depreciation
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193 | 193 | 964 | |||||
Change in non-cash working capital items | ||||||||
Accounts payable and accrued liabilities
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(481) | 7,673 | 10,011 | |||||
CASH FLOWS USED IN OPERATING ACTIVITIES
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(13,345) | (27,603) | (82,394) | |||||
CASH FLOWS USED IN INVESTING ACTIVITIES | ||||||||
Acquisition of computer equipment
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-0- | -0- | (1,714) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Advances from director
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10,973 | -0- | 27,432 | |||||
Proceeds from sales of common stock
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-0- | -0- | 61,200 | |||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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10,973 | -0- | 88,632 | |||||
NET INCREASE (DECREASE) IN CASH
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(2,372) | (27,603) | 4,524 | |||||
Cash, beginning of period
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6,896 | 46,496 | -0- | |||||
Cash, end of period
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$ | 4,524 | $ | 18,893 | $ | 4,524 | ||
SUPPLEMENTAL CASH FLOW
INFORMATION
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Interest paid
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$ | - | $ | - | $ | - | ||
Income taxes paid
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$ | - | $ | - | $ | - |
2009
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 31,750 |
Valuation allowance
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(31,750) | |
Net deferred tax asset
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$ | - |
§
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interactive forums for visitors
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§
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video and audio discussions of the ailment
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§
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continuously updated relevant information, news and links
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§
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blogs or web logs
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§
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guest contributors such as doctors, patients, and others
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§
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sponsored areas which are maintained by third parties
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§
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Develop relationships with sponsors interested in adding content, participating in forums, and using our portals to market their products and services.
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§
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Contract with affiliates – most likely other websites which sell products and services – to share revenue from sales referred through our portals.
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§
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Add an interactive forum to the website.
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§
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Add additional content on a regular basis and increase the number of web pages, which should drive traffic and increased revenue from advertisers.
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§
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Enhance our tracking of visits, page views and other usage data.
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§
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Engage a website optimization consultant to improve our ranking on Google and other search engines.
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§
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Travel and Related expenses, which will consist primarily of our executive officers and directors visiting food merchants and resellers in their sales efforts. We estimate travel and related expenses for the next twelve months will be approximately $4,000;
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§
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Initial Marketing, which will consist of the marketing efforts discussed above, including direct marketing and attendance at trade shows. We estimate initial marketing expenses for the next twelve months will be approximately $2,000
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§
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Research and Development costs consist of developing and testing our Site. We estimate that research and development costs for the next twelve months will be approximately $5,000
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§
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Office rent of $6,000
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§
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Internet and telephone expenses of $900
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§
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Management fees to Barbara Lamb of $1,680
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Exhibit
Number
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Description of Exhibit
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Wishart Enterprises Limited
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Date:
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July 15, 2009
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By:
/s/ Barbara Lamb
Barbara Lamb
Title:
Chief Executive Officer and Director
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1.
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I have reviewed this Quarterly report on Form 10-Q for the quarter ended May 31, 2009 of Wishart Enterprises Limited (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being
prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: July 15, 2009
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/s/
Barbara Lamb
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By: Barbara Lamb
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Title: Chief Executive Officer
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1.
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I have reviewed this Quarterly report on Form 10-Q for the quarter ended May 31, 2009 of Wishart Enterprises Limited (the “registrant”);
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this 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 report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being
prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: July 15, 2009
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/s/ Barbara Lamb
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By: Barbara Lamb
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Title: Chief Financial Officer
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1.
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The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.
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By:
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/s/
Barbara Lamb
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Name:
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Barbara Lamb
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Title:
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Principal Executive Officer
and Director
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Date:
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July 15, 2009
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