UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q

[X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the quarterly period ended August 31, 2009
   
[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
   
 
For the transition period   to   __________
   
 
Commission File Number: 333-149197

Wishart Enterprises Limited
(Exact name of small business issuer as specified in its charter)

Nevada
39-2068976
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)


#108-2940 Louise Street Saskatoon, Saskatchewan
Canada S7J 5K2
(Address of principal executive offices)

206-339-9420
(Issuer’s telephone number)
 
_______________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)
 
Check whether the issuer (1) 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

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 Accelerated filer
[ ] Non-accelerated filer
[X] Smaller reporting company
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes   [ ] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 78,542,870 common shares as of October 12, 2009.
 
 
 
 
 
1
 
 
 
 
 
 
 
Page
PART I – FINANCIAL INFORMATION
 
  3
  4
  9
  9
 
PART II – OTHER INFORMATION
 
  10
  10
  10
  10
  10
  10
  11
 
 
 
 
 
2
 
 
 
 
PART I - FINANCIAL INFORMATION

Item 1.                            Financial Statements

Our financial statements included in this Form 10-Q are as follows:
 
 
F-1
 
Balance Sheets as of August 31, 2009 (unaudited) and November 30, 2008 (audited);
 
F-2
 
Statements of Operations for the three  and nine months ended August 31, 2009 and August 31, 2008, and for the period from December 31, 2006 (Inception) to August 31, 2009 (unaudited);
 
F-3
 
Statement of Stockholders’ Equity for period from December 13, 2006 (Inception) to August 31, 2009 (unaudited);
 
F-4
 
Statements of Cash Flows for the nine months ended August 31, 2009 and 2008, and for the period from December 31, 2006 (Inception) to August 31, 2009 (unaudited);
 
F-5
 
Notes to Financial Statements;


These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended August 31, 2009 are not necessarily indicative of the results that can be expected for the full year.

 
 
3
 
 
 
 
 
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
As at August 31, 2009 and November 30, 2008


ASSETS
 
August 31, 2009
 
November 30,
2008
 
(unaudited)
 
(audited)
Current assets
     
  Cash
$                2,433
 
$                6,896
Total current assets
                2,433
 
                6,896
       
Computer equipment, net of accumulated depreciation of $1,060
 ( 2008-$771)
 
                   654
 
 
                  943
TOTAL ASSETS
$               3,087
 
$              7,839
       
LIABILITIES AND STOCKHOLDERS’ DEFICIT
     
Current liabilities
     
   Accounts payable and accrued liabilities – Note 6
$             10,009
 
  $             10,492
   Advances from director
               29,905
 
               16,459
       
TOTAL LIABILITIES
               39,914
 
               26,951
       
STOCKHOLDERS’ DEFICIT
     
  Common stock, $.001 par value, 100,000,000 shares authorized, 78,542,870 shares issued and outstanding
 
               61,200
 
 
     2,515
  Additional paid in capital
                        -
 
   58,685
  Deficit accumulated during the development stage
             (98,027 )
 
 (80,312 )
    Total stockholders’ deficit
             (36,827)
 
               (19,112)
       
TOTAL LIABILITIES AND STOCKHOLDERS’DEFICIT
$             3,087
 
$                  7,839

 


See accompanying notes to financial statements.

 
 
 
 
F-1
 
 
 
 
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS (unaudited)
Three and Nine months ended August 31, 2009 and 2008
Period from December 13, 2006 (Inception) to August 31, 2009

 
 
 
 
 
 
Three
 months ended August 31, 2009
 
 
 
 
 
 
Three
 months ended August 31, 2008
 
 
 
 
 
Nine
 months ended August 31, 2009
 
 
 
 
 
 
Nine months ended August 31, 2008
 
 
 
 
 
Period from December 13, 2006  (Inception) to August 31, 2009
                   
Revenues
$                  0-
 
$                 0-
 
$                 0-
 
$                 0-
 
$                  0-
                   
General and administrative expenses:
                 
    Depreciation
                    97
 
                   96
 
                 289
 
                 289
 
                    1,060
    General and administrative
                  544
 
              2,412
 
              2,249
 
            14,283
 
                    7,109
    Filing and registration fees
               
                  13,320
    Professional fees
               1,962
 
              1,797
 
              9,011
 
            20,759
 
                  45,094
    Management fees – Note 6
                  417
 
                 417
 
1,251
 
1,251
 
              4,346
    Rent and utilities – Note 6
               1,638
 
              1,639
 
4,915
 
4,916
 
             17,071
    Travel, meals and entertainment
-0-
 
-0-
 
-0-
 
-0-
 
              5,633
    Website
                  -0-
 
                  -0-
 
                  -0-
 
               332
 
               4,394
        Total general and administrative
             4,658
 
            6,361
 
17,715
 
41,830
 
             98,027
                   
Net loss
$       (   4,658)
 
$      (   6,361)
 
$       (17,715)
 
$             (41,830)
 
$               (98,027)
                   
Net loss per share:
                 
  Basic and diluted
$           (0 .00)
 
$          (0 .00)
 
$         (  0.01)
 
$         (  0.01)
   
                   
 Weighted average shares outstanding:
                 
    Basic and diluted
78,542,870
 
78,542,870
 
78,542,870
 
78,542,870
   



See accompanying notes to financial statements.

 
 
 
F-2
 
 
 
  WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)
Period from December 13, 2006 (Inception) to August 31, 2009

 
 
 
 
Common stock
 
 
 
Additional paid-in capital
 
Deficit accumulated during the development stag e
 
 
 
 
 
Total
 
Shares
 
Amount
     
Issuance of common stock
 for cash to founders
 
2,000,000
 
 
$      2,000
 
 
$     18,000
 
 
$
 
 
$             18,000
Issuance of common stock
  for cash at $ .08 per share
 515,000
 
515 
 
 
 40,685 
     
 
    41,200
Net loss for the period
-
 
-
 
-
 
(26,282 )
 
(26,282 )
Balance, November 30, 2007
2,515,000 
 
2,515 
 
58,685 
 
(26,282) 
 
34,918
 
Net loss for the period
 
                - 
 
 
                - 
 
 
                - 
 
 
       (54,030) 
 
 
     (54,030)
Balance, November 30, 2008
2,515,000 
 
2,515 
 
58,685 
 
(80,312) 
 
(19,112)
Adjustment for stock split
76,027,870 
 
     58,685 
 
     (58,685) 
     
               -
 
Net loss for the period
 
                - 
 
 
                - 
 
 
                - 
 
 
       (17,715) 
 
 
     (17,715)
Balance, August 31, 2009
78,542,870 
 
$      61,200 
 
$                 - 
 
$      (98,027) 
 
$           (36,827)


 
See accompanying notes to financial statements.

 
 
 
F-3
 
 
 
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS (unaudited)
Nine months ended August 31, 2009 and 2008
Period from December 13, 2006 (Inception) to August 31, 2009
 
 
 
 
 
 
 
 
 
Nine
 months ended August 31, 2009
 
 
 
 
 
 
 
 
Nine
 months ended August 31, 2008
 
 
 
 
 
 
 
Period from December 13, 2006  (Inception) to August 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
         
  Net loss
$           (17,715)
 
$                (41,830)
 
$                (98,027)
Adjustments to reconcile net loss to cash used      by operating activities:
         
   Depreciation
                     289
 
                  289
 
               1,060
Change in non-cash working capital items
  Accounts payable and accrued liabilities
 
(483)
 
 
6,259
 
 
10,009
CASH FLOWS USED IN OPERATING ACTIVITIES
(17,909)
 
 (35,282)
 
(86,958)
 
CASH FLOWS USED IN INVESTING ACTIVITIES
   Acquisition of computer equipment
 
 
 
               -0-
 
 
 
 
            -0-
 
 
 
 
                    (1,714)  
 
CASH FLOWS FROM FINANCING ACTIVITIES
         
    Advances from director
             13,446
 
                    -0-
 
            29,905
    Proceeds from sales of common stock
-0-
 
-0-
 
61,200
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
 
      13,446
 
 
           -0-
 
            91,105
           
NET INCREASE (DECREASE) IN CASH
   (4,463)
 
(35,282)
 
2,433
  Cash, beginning of period
6,896
 
46,496
 
-0-
  Cash, end of period
$                  2,433
 
$                     11,214
 
$                       2,433
           
SUPPLEMENTAL CASH FLOW
  INFORMATION
         
    Interest paid
$                          -
 
$                              -
 
$                              -
    Income taxes paid
$                          -
 
$                              -
 
$                              -
           

See accompanying notes to financial statements.

 
 
 
 
F-4
 



WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009

NOTE 1 - BASIS OF PRESENTATION
 
The accompanying unaudited interim financial statements of Wishart Enterprises Limited have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-K.  In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2008, as reported in Form 10-K, have been omitted.
 
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES
 
Nature of Business
 
Wishart Enterprises Limited (“Wishart”) was incorporated in Nevada on December 13, 2006 and was subsequently registered in Saskatchewan, Canada as an extra-provincial corporation.  Wishart develops health related websites advocating a blend of western medicine with alternative health practices. Wishart is a development stage company and has not yet realized any revenues from its planned operations.
 
Cash and Cash Equivalents
 
For the purposes of presenting cash flows, Wishart considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
 
Fair Value of Financial Instruments
 
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, and advances received from a director.  The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
 
Comprehensive Income
 
The Company discloses information related to comprehensive income, its components and accumulated balances in its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.  The Company has not had any significant transactions that are required to be reported in other comprehensive income.
 
 
 
 
 
F-5
 
 
 
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009

Income Tax
 
Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carry-forwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carry-forward has been recognized, as it is not deemed likely to be realized.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
Basic loss per share
 
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
Foreign Currency
 
The operations of the Company are located in Canada.  Wishart maintains both U.S. Dollar and Canadian Dollar bank accounts.  The functional currency is the U.S. Dollar.  Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction.  Re-measurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations.  Monetary assets and liabilities denominated in Canadian Dollars are translated into U.S. Dollars at the rate in effect at the balance sheet date.  Revenue and expenses denominated in Canadian Dollars are translated at the average exchange rate.
 
Property and Equipment
 
Computer equipment is stated at cost less accumulated depreciation.  Depreciation is computed using the declining balance method at the annual rate of 45%.  One half of the annual depreciation is taken in the year of acquisition.
 
Recent accounting pronouncements
 
Wishart does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
 
 
 
 
F-6
 
 
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009



Development Stage
 
Wishart entered the development stage upon its inception in the prior period.  Accordingly, income and expenses for the current year and cash flow for the current year equal income and expenses and cash flow on a cumulative basis since inception.
 
Reclassifications
 
Certain amounts in the August 31, 2008 financial statements have been reclassified to conform to the presentation in the August 31, 2009 financial statements.
 
NOTE 3 - GOING CONCERN
 
Wishart has recurring losses and has a deficit accumulated during the development stage of $98,027 as of August 31, 2009.  Wishart's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, Wishart has no current source of revenue. Without realization of additional capital, it would be unlikely for Wishart to continue as a going concern.  Wishart's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.
 
NOTE 4 – INCOME TAXES
 
For the period ended August 31, 2009, Wishart has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $98,000 at August 31, 2009, and will begin to expire in the year 2027.
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows :

 
2009
Deferred tax asset attributable to:
 
  Net operating loss carryover
$                                33,300
  Valuation allowance
                         (33,300 )
      Net deferred tax asset
$                                           -



 
 
 
 
F-7
 

WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2009
 

NOTE 5 – COMMON STOCK
 
At inception, Wishart issued 2,000,000 shares of stock for $20,000 cash.
 
During the period ended November 2007, Wishart issued 515,000 shares of stock for $41,200 cash.
 
Effective December 5, 2008, the Company splits its issued and outstanding shares 31.229774 for 1.
 
NOTE 6- RELATED PARTY TRANSACTIONS
 
Rent and utilities expenses of $4,917 (2008 - $4,917) for the nine month period ended August 31, 2009 and $1,639 (2008 - $1,639) for the three month period ended August 31, 2009 and management fees of $1,251 (2008 - $1,251) for the nine months ended August 31, 2009 and $417 (2008 - $417) for the three months ended August 31, 2009 were paid to the director of Wishart.
 
The advances from director represents amounts used for working capital and are non-interest bearing, due on demand and have no specified terms of repayment.
 
NOTE 7 – COMMITMENTS
 
Wishart neither owns nor leases any real or personal property.  Our officer has provided rent and utilities to the company at a cost of $690 per month and management services at a cost of $140 per month.  The officer and director are involved in other business activities and most likely will become involved in other business activities in the future.
 
NOTE 8 – SUBSEQUENT EVENTS
 
The Company has analyzed its operations subsequent to August 31, 2009 through October 12, 2009 and has determined that it does not have any material subsequent events to disclose in these financial statements.

 
 
 
 
 
 
 
 
Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “August,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which August cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.

Overview

We are engaged in the business of developing a family of “Healing Naturally” health-related websites advocating a blend of western medicine with alternative health practices such as meditation, yoga, and careful nutrition specifically designed for individuals with particular illnesses, as well as their families and friends. We have already developed our initial website, www.healinglupusnaturally.com (our “Product” or our “Site”), which provides information, inspiration, and direction for those dealing with lupus.   Such a product will allow people with specific illnesses and their families and friends efficient and convenient access to information regarding an alternative approach to dealing with their illness.

We intend to earn revenue by selling advertising space on this and future websites, by selling third party health products directly through our websites using e-commerce functionality, and from product referral, sponsorship and affiliate fees from third parties. The beta version of our Site was posted on the Internet in August, 2007, and we have continued to refine our Site since then.  We are also presently developing our Site’s advertising and affiliate capability. On February 21, 2008 we activated Google Adsense advertising on the site.  We had limited success with Adsense and have removed the ads.  Management is considering alternatives, but is presently focused on increasing visitor numbers.

Because we have limited financial resources and have been unable to raise financing, management, while continuing our current business, is also considering alternative businesses and working to raise additional financing.  No additional financing or alternative business has been identified to-date.
 
 

 
 
4
 

Plan of Operation

Product Development

We intend to continue the development and refinement of our Product over the coming months. We are continuing to build our repository of wellness content, introducing and broadening our interactive services such as forums and blogs, and increasing their functionality relative to similar products in the marketplace.

We intend to acquire and develop additional domains as our business grows.  Some of the new domains will deal with specific ailments and others will simply refer back to other domains.  The purpose of these “refer back” domains is to increase our visibility and accessibility on the Internet.  Although this is part of our business plan, we will be unable to develop additional domains until we raise additional financing.

We also intend to develop multiple language websites, translating our English content to other languages using free or low-cost computer programs available on the Internet.  Although the resulting translations August lose some dialectic artifacts, we believe they will provide useful information to individuals who are suffering from particular ailments.  The goal of providing multiple languages is to increase the aggregate number of visitors to our websites.  We believe that some foreign language visitors to our websites will be interested in the products we advertise or feature, which will lead to increased revenue.  All of our websites will contain meta tag keywords in multiple languages to enable us to attract the most visitors possible.  Meta tags are hidden identifiers in web pages which are recognized by search engines such as Google and enable more accurate web searches.  Because of our current financing difficulties, we do not anticipate developing other language websites in the near future.  It remains a long term goal.

Our plan is to create an interactive, feature-rich family of “Healing Naturally” websites which will become the destination of choice for individuals in search of an alternative approach to dealing with their illness. The overriding goal of our websites will be to maximize the number of unique and repeat visitors and the time visitors spend at our websites.  The appeal to repeat visitors is sometimes called stickiness.  To maximize stickiness we intend to develop the following features for our websites:

§  
interactive forums for visitors

§  
video and audio discussions of the ailment

§  
continuously updated relevant information, news and links

§  
blogs or web logs

§  
guest contributors such as doctors, patients, and others

§  
sponsored areas which are maintained by third parties

Because of our limited resources, these plans remain long term goals.

Revenue Generation

We are currently developing our Site’s advertising and affiliate capability. We are promoting our site at third-party sites such as digg.com botw.org, about.com and wehavelupus.com.  We expect our additional content and promotional efforts to increase traffic to our site.  To date, we have experienced only modest increases in traffic.
 
 
 
 
5
 

We plan to generate revenue primarily through the sale of advertising, referral and affiliate fees.  We do not anticipate charging user fees for access to our information.  We anticipate that our sponsors, advertisers and affiliates will consist primarily of vitamin, pharmaceutical, food, biotechnology and medical device companies, and consumer products companies whose products relate to health, wellness, diet, fitness, lifestyle, and illness prevention.

We believe that we are positioned to benefit from the expected trend toward increased online advertising spending by health and lifestyle businesses because, if our business develops as planned, we will provide access to a highly specific audience for advertisers and sponsors to target.  If possible, we will provide a means by which advertisers can gauge the effectiveness of their online marketing campaigns and programs through objective statistical reports that detail the number of visitors to their sponsored area and the type of actions taken by these visitors.

Sales and Distribution Strategy

Our goal is for our websites to become a leading source of alternative healthcare information in the online healthcare information marketplace. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be people with specific illnesses as well as their friends and families. We plan to promote the “Healing Naturally” brand through relationships with other Internet media and wellness companies and through advertising and promotion.   We intend to devote significant resources to establishing a sponsorship base for our Site and for “Healing Naturally” generally. Specifically, we intend to do the following:


§  
Develop relationships with sponsors interested in adding content, participating in forums, and using our portals to market their products and services.

§  
Contract with affiliates – most likely other websites which sell products and services – to share revenue from sales referred through our portals.

§  
Add an interactive forum to the website.

§  
Add additional content on a regular basis and increase the number of web pages, which should drive traffic and increased revenue from advertisers.

§  
Enhance our tracking of visits, page views and other usage data.

§  
Engage a website optimization consultant to improve our ranking on Google and other search engines.

Due to our limited resources currently, these remain long term goals.

Intellectual Property Protection

We intend to aggressively assert our rights under trademark and copyright laws to protect our intellectual property, including products and technologies, product research and concepts, and recognized trademarks. These rights are protected through the acquisition of copyright and trademark registrations, the maintenance of trade secrets, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks will protect our proprietary information,
 
 
 
6
 
 
we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Sales Personnel

We do not currently employ any sales personnel. In the short term, we intend to use the services of our management to sell our Product.  In the event we hire sales personnel, we do not intend to do so in the next twelve months unless our revenues are enough to absorb the cost of these personnel.

Expenses

We estimate the costs to implement our business strategy over the following twelve months to be:

§  
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;

§  
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

§  
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

§  
Office rent of $6,000

§  
Internet and telephone expenses of $900

§  
Management fees to Barbara Lamb of $1,680

We intend to obtain business capital through the use of private equity fundraising or shareholders loans. Our plan is that, in time, the primary source of revenues for our business model will be advertising and third party and affiliate revenue.

Significant Equipment

We do not intend to purchase any significant equipment for the next twelve months.

 
Results of Operations for the three and nine months ended August 31, 2009 and August 31, 2008, and Period from December 13, 2006 (Date of Inception) until August 31, 2009 and 2008
 
We generated no revenue for the period from December 13, 2006 (Date of Inception) until August 31, 2009.
 
Our operating expenses were $,658 for the three months ending August 31, 2009 ($6,361 for the three months ending August 31, 2008), $17,715 for the nine months ended August 31, 2009 as compared with $41,830 for the nine months ended August 31, 2008.  Our primary operating expenses for the three months ending August 31, 2009 were professional fees of $1,962 ($1,797 for the three months ending August 31, 2008), and for the nine months ended August 31, 2009 our primary operating expenses were professional fees of $9,011, and rent and utilities of $4,915.  Our primary operating expenses for the nine months ended August 31, 2008 were professional fees of $20,759, general and administrative expenses of $14,283, and rent and utilities of $4,916.
 
 
 
7
 
 
 
Our operating expenses were $98,027 for the period from December 13, 2006 (Inception) to August 31, 2009.  Our operating expenses for the period from December 13, 2006 (Inception) to August 31, 2009 were primarily related to professional fees in the amount of $45,094, rent and utilities in the amount of $17,071 and filing and registration fees of $13,320.
 
We recorded a net loss of $17,715 for the nine months ended August 31, 2009, compared with $41,830 for the nine months ended August 31, 2008; and $98,027 for the period from December 13, 2006 (Inception) to August 31, 2009.
 
Liquidity and Capital Resources
 
As of August 31, 2009, we had total current assets of $2,433, consisting entirely of cash. We had current liabilities in the amount of $39,914 as of August 31, 2009. Thus, we had a working capital deficit of $36,827 as of August 31, 2009.
 
Operating activities used $86,958 in cash for the period from December 13, 2006 (Date of Inception) until August 31, 2009. Our net loss of $98,027 was the primary reason for our negative operating cash, offset primarily by an increase in accounts payable and accrued liabilities to $10,009.  Financing activities during the period from December 13, 2006 (Date of Inception) until August 31, 2009 generated $91,105 in cash during the period.
 
As set out above, we expect to spend approximately $19,580 to implement our business plan over the coming year. Our accounting, legal and administrative expenses for the next twelve months are anticipated to be $30,000.   As of August 31, 2009, we had $2,433 in cash.
 
As of August 31, 2009, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which August be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

We have recurring losses and has a deficit accumulated during the development stage of $98,027 as of August 31, 2009.  Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have no current source of revenue. Without realization of additional capital, it would be unlikely for us to continue as a going concern.  Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.

Off Balance Sheet Arrangements

As of August 31, 2009, there were no off balance sheet arrangements.

 
 
 
8
 
 
 
Item 3.      Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4T.      Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of August 31, 2009.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Barbara Lamb.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2009, our disclosure controls and procedures are effective.  There have been no changes in our internal controls over financial reporting during the quarter ended August 31, 2009.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control  may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
 
 
 
9
 


PART II – OTHER INFORMATION

Item 1.      Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A:   Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3 .     Defaults upon Senior Securities

None

Item 4.      Submission of Matters to a Vote of Security Holders

No matters have been submitted to our security holders for a vote, through the solicitation of proxies or otherwise, during the quarterly period ended August 31, 2009.

Item 5.      Other Information

None
 
 
 

 
 
10
 
 
 
 
Item 6.       Exhibits

Exhibit
Number
Description of Exhibit

 
 
SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
Wishart Enterprises Limited
   
Date:
October 12, 2009
   
 
By:      /s/ Barbara Lamb                                       
                 Barbara Lamb
Title:         Chief Executive Officer and Director


 
 
 
 
11
 
 
 
 
 
CERTIFICATIONS

I, Barbara Lamb, certify that;

1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ended August 31, 2009 of Wishart Enterprises Limited (the “registrant”);

2.  
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;

3.  
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;

4.  
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:

a.  
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;

b.  
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;

c.  
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

d.  
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.

5.  
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):

a.  
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
b.  
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.

Date: October 12, 2009
 
       /s/ Barbara Lamb
By:      Barbara Lamb
Title:   Chief Executive Officer

 
CERTIFICATIONS

I, Barbara Lamb, certify that;

1.  
I have reviewed this quarterly report on Form 10-Q for the quarter ended August 31, 2009 of Wishart Enterprises Limited (the “registrant”);

2.  
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;

3.  
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;

4.  
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:

a.  
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;

b.  
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;

c.  
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

d.  
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.

5.  
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):

a.  
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
b.  
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.

Date: October 12, 2009
 
       /s/Barbara Lamb
By:      Barbara Lamb
Title:   Chief Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Wishart Enterprises Limited (the “Company”) on Form 10-Q for the quarter ended August 31, 2009 filed with the Securities and Exchange Commission (the “Report”), I,  Barbara Lamb, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.  
The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.  
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.

 
 
                                                                                              By:
 
 
/s/ Barbara Lamb
 
                                                                                              Name:
 
Barbara Lamb
 
                                                                                              Title:
 
Principal Executive Officer,
Principal Financial Officer and Director
 
                                                                                              Date:
 
October 12, 2009

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.