[X]
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended November 30, 2009 | ||
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT | |
For the transition period from _________ to ________ | ||
Commission file number : 333-149197 |
Wishart Enterprises Limited
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(Exact name of registrant as specified in its charter)
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Nevada
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39-2068976
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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#108-2940 Louise Street Saskatoon
Saskatchewan Canada
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S7J 5K2
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number:
206-339-9420
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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none
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not applicable
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Securities registered under Section 12(g) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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none
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not applicable
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§
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lupus.webmd.com/
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§
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en.wikipedia.org/wiki/Lupus_erythematosus
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§
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www.nlm.nih.gov/medlineplus/ tutorials/lupus/htm/index.htm
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§
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www.uklupus.co.uk/ana.htm
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§
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www.arthritis.ca/ types%20of%20arthritis/lupus/default.asp?s=1 - 68k –
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§
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www.jointsinmotion.org/ conditions/DiseaseCenter/lupus.asp
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§
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www.medicalnewstoday.com/sections/lupus
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§
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lupus.about.com
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§
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revolutionhealth.com/forums
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§
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Yahoo! Groups: Lupus
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Fiscal Year Ending November 30, 2009
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||||
Quarter Ended
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High $
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Low $
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November 30, 2009
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0.10
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0.10
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August 31, 2009
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N/A
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N/A
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||
May 31, 2009
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N/A
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N/A
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February 29, 2009
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N/A
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N/A
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Fiscal Year Ending November 30, 2008
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||||
Quarter Ended
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High $
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Low $
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||
November 30, 2008
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N/A
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N/A
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August 31, 2008
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N/A
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N/A
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May 31, 2008
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N/A
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N/A
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February 29, 2008
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N/A
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N/A
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1.
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we would not be able to pay our debts as they become due in the usual course of business, or;
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2.
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our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
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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 $2,000;
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§
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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 $2,000
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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 $1,680
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Name
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Age
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Position Held with the Company
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Barbara Lamb
#108-2940 Louise Street,
Saskatoon, Saskatchewan
Canada S7J 5K2
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61
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President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director
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Yvonne Price
#108-2940 Louise Street,
Saskatoon, Saskatchewan
Canada S7J 5K2
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44
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Vice-President
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SUMMARY COMPENSATION TABLE
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||||||||
Name
and
principal
position
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Year
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Salary
($)
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Bonus
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings ($)
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All Other
Compensation
($)
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Total
($)
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Barbara Lamb
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director
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2009
2008
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1,668
1,668
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0
0
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0
0
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0
0
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0
0
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6,554
6,554
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8,222
8,222
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Yvonne Price,
Vice-President
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2009
2008
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0
0
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0
0
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0
0
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0
0
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0
0
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0
0
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0
0
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Name and Address of Beneficial Owners of Common Stock
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Title of Class
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Amount and Nature of
Beneficial Ownership
1
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% of Common Stock
2
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Barbara Lamb
#108-2940 Louise Street,
Saskatoon, Saskatchewan
Canada S7J 5K2
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Common Stock
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62,459,540 Shares
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79.5%
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Yvonne Price
#108-2940 Louise Street,
Saskatoon, Saskatchewan
Canada S7J 5K2
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Common Stock
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0 Shares
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0%
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DIRECTORS AND OFFICERS – TOTAL
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62,459,540 Shares
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79.5%
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5% SHAREHOLDERS
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|||
NONE
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Common Stock
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NONE
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NONE
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1.
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As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the
right to acquire within 60 days after such date.
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2.
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The percentage shown is based on denominator of 78,542,870 shares of common stock issued and outstanding for the company as of December 31, 2009.
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Financial Statements for the Year Ended November 30
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Audit Services
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Audit Related Fees
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Tax Fees
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Other Fees
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2009
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11,250 |
-
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-
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-
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2008
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11,250 |
-
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-
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-
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Audited Financial Statements:
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1
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Incorporated by reference to the Registration Statement on Form S-1 filed on February 12, 2008.
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By:
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/s/ Barbara Lamb
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Barbara Lamb
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director
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March 9, 2010
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By:
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/s/ Barbara Lamb
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Barbara Lamb
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director
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March 9, 2010
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ASSETS
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2009
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2008
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Current Assets
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Cash
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$ | 2,487 | $ | 6,896 | |
Prepaid legal
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4,110 | 0 | |||
Total Current Assets
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6,597 | 6,896 | |||
Property and equipment, net
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557 | 943 | |||
TOTAL ASSETS
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$ | 7,154 | $ | 7,839 | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT
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Liabilities
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Current Liabilities
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Accounts payable and accrued liabilities
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$ | 6,744 | $ | 7,463 | |
Advances from director
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36,599 | 16,459 | |||
Total Liabilities
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43,343 | 23,922 | |||
STOCKHOLDERS’ DEFICIT
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Common stock, $0.000032 par value, 100,000,000 shares authorized,
78,542,870 shares issued and outstanding
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2,515 | 2,515 | |||
Additional paid in capital
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66,185 | 58,685 | |||
Deficit accumulated during the development stage
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(104,889) | (77,283) | |||
Total Stockholders’ Deficit
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(36,189) | (16,083) | |||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
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$ | 7,154 | $ | 7,839 |
Year ended
November 30, 2009
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Year ended
November 30, 2008
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Period from December 13, 2006 (Inception) to November 30, 2009
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REVENUES
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$ | 0 | $ | 0 | $ | 0 | ||
OPERATING EXPENSES
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Depreciation
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386 | 386 | 1,157 | |||||
General and administrative
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12 | 2,637 | 4,872 | |||||
Filing and registration fees
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895 | 13,220 | 14,115 | |||||
Legal and accounting
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17,828 | 26,204 | 50,982 | |||||
Management fees – Note 5
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1,668 | 1,668 | 4,763 | |||||
Rent and utilities – Note 5
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6,554 | 6,554 | 18,710 | |||||
Travel, meals and entertainment
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- | 0 | 5,633 | |||||
Website costs
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263 | 332 | 4,657 | |||||
TOTAL OPERATING EXPENSES
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27,606 | 51,001 | 104,889 | |||||
NET LOSS FROM OPERATIONS
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(27,606) | (51,001) | (104,889) | |||||
PROVISION FOR INCOME TAXES
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0 | 0 | 0 | |||||
NET LOSS
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$ | (27,606) | $ | (51,001) | $ | (104,889) | ||
NET LOSS PER SHARE: BASIC AND DILUTED
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$ | (0.00) | $ | (0.00) | ||||
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
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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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stage
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Total
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Issuance of common stock for cash to founder
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2,000,000 | $ | 2,000 | $ | 18,000 | $ | - | $ | 20,000 | |||||
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 ended November 30, 2007
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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 ended November 30, 2008
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- | - | - | (51,001) | (51,001) | |||||||||
Balance, November 30, 2008
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2,515,000 | 2,515 | 58,685 | (77,283) | (16,083) | |||||||||
Adjustment for stock split
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76,027,870 | - | - | - | - | |||||||||
Contributed capital
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- | - | 7,500 | - | 7,500 | |||||||||
Net loss for the period ended November 30, 2009
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- | - | - | (27,606) | (27,606) | |||||||||
Balance, November 30, 2009
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78,542,870 | $ | 2,515 | $ | 66,185 | $ | (104,889) | $ | (36,189) |
Year ended
November 30, 2009
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Year ended
November 30, 2008
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Period from
December 13, 2006
(Inception) to
November 30, 2009
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | ( 27,606) | $ | (51,001) | $ | (104,889) | ||
Adjustments to reconcile net loss to cash used by operating activities:
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Depreciation
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386 | 386 | 1,157 | |||||
Changes in assets and liabilities:
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(Increase) in prepaid legal
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(4,110) | 0 | (4,110) | |||||
Increase (decrease) in accounts payable and accrued liabilities
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(719) | 4,076 | 6,744 | |||||
CASH FLOWS USED IN OPERATING ACTIVITIES
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(32,049) | (46,539) | (101,098) | |||||
CASH FLOWS USED IN INVESTING ACTIVITY
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Acquisition of property and equipment
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0 | 0 | (1,714) | |||||
CASH FLOWS USED IN INVESTING ACTIVITIES
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0 | 0 | (1,714 | |||||
CASH FLOWS FROM FINANCING ACTIVITY
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||||||||
Advances from director
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20,140 | 6,939 | 36,599 | |||||
Proceeds from sales of common stock
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0 | 0 | 61,200 | |||||
Contributed capital
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7,500 | 0 | 7,500 | |||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
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27,640 | 6,939 | 105,299 | |||||
NET INCREASE (DECREASE) IN CASH
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(4,409) | (39,600) | 2,487 | |||||
Cash, beginning of period
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6,896 | 46,496 | 0 | |||||
Cash, end of period
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$ | 2,487 | $ | 6,896 | $ | 2,487 | ||
SUPPLEMENTAL CASH FLOW INFORMATION
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Interest paid
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$ | 0 | $ | 0 | $ | 0 | ||
Income taxes paid
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$ | 0 | $ | 0 | $ | 0 |
2009
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2008
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Refundable Federal income tax attributable to:
|
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Current Operations
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$ | 9,386 | $ | 17,665 | |
Less: valuation allowance
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(9,386) | (17,665) | |||
Net provision for Federal income taxes
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$ | - | $ | - |
2009
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2008
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ | 35,986 | $ | 26,600 | |
Less: valuation allowance
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(35,986) | (26,600) | |||
Net deferred tax asset
|
$ | - | $ | - |
1.
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I have reviewed this annual report on Form 10-K for the year ended November 30, 2009 of Wishart Enterprises Ltd. (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 fourth fiscal quarter in the case of an annual report
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: March 9, 2010
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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 annual report on Form 10-K for the year ended November 30, 2009 of Wishart Enterprises Ltd. (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 fourth fiscal quarter in the case of an annual report
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):
|
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: March 9, 2010
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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:
|
Principal Executive Officer,
Principal Financial Officer and Director
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Date:
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March 9, 2010
|