INTELLINETICS, INC.

Regulatory Filings • Aug 8, 2007

10QSB 1 gi07q2e.htm QUARTERLY REPORT ON FORM 10QSB FOR THE QUARTER ENDED JUNE 30, 2007 html PUBLIC "-//IETF//DTD HTML//EN" Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-31671

GLOBALWISE INVESTMENTS, INC.

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

Nevada (State or other jurisdiction of incorporation or organization) 87-0613716 (I.R.S. Employer Identification No.)

2157 S. Lincoln Street, Salt Lake City, Utah 84106

(Address of principal executive offices)

(801) 323-2395

(Issuer’s telephone number)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [ ]

As of August 1, 2007, Globalwise Investments, Inc. had 519,500 common shares outstanding.

Transitional small business disclosure format: Yes [ ] No [X]

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

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Item 2. Management’s Discussion and Analysis or Plan of Operation

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Item 3. Controls and Procedures

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PART II: OTHER INFORMATION

Item 6. Exhibits

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Signatures

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The financial information set forth below with respect to our statements of operations for the three and six month periods ended June 30, 2007 and 2006 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the six month period ended June 30, 2007, are not necessarily indicative of results to be expected for any subsequent period.

Globalwise Investments, Inc.

(A Development Stage Company)

Financial Statements

June 30, 2007

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(A Development Stage Company)
Balance Sheets
ASSETS
	June 30	December 31
	2007	2006
	(Unaudited)
CURRENT ASSETS
Cash	$ 7,184	$ 2,757
TOTAL ASSETS	7,184	2,757
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable - Related parties	$ 30,995	$ 30,995
Advance Payable	28,300	18,600
Total Current Liabilities	59,295	49,595
Total Liabilities	59,295	49,595
STOCKHOLDERS' DEFICIT
Common Stock, $.001 par value; 50,000,000 shares
authorized; 802,000 shares issued and outstanding	802	802
Additional paid in Capital	27,542	27,542
Deficit Accumulated During the Development Stage	(80,455)	(75,182)
Total Stockholders' Deficit	(52,111)	(46,838)
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$ 7,184	$ 2,757

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Globalwise Investments Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
	For the three months	For the three months	For the six months	For the six months	From Inception on
	ended June 30,	ended June 30,	ended June 30,	ended June 30,	October 3, 1997
	2007	2006	2007	2006	to June 30, 2007
REVENUES	$ -	$ -	$ -	$ -	$ -
EXPENSES
General & Administrative	5,268	3,374	5,273	3,639	80,455
TOTAL EXPENSES	5,268	3,374	5,273	3,639	80,455
Net Operating Loss	(5,268)	(3,374)	(5,273)	(3,639)	(80,455)
LOSS BEFORE TAXES	(5,268)	(3,374)	(5,273)	(3,639)	(80,455)
TAXES	-	-	-	-	-
NET LOSS	$ (5,268)	$ (6,748)	$ (5,273)	$ (7,278)	$ (80,455)
NET LOSS PER SHARE	$ -	$ -	$ -	$ -	$ (0.10)
WEIGHTED AVERAGE SHARES
OUTSTANDING	802,000	802,000	802,000	802,000	734,731

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Globalwise Investments, Inc.

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

	For the six months ended		From Inception on — October 3, 1997
	June 30,		Through
	2007	2006	June 30, 2007
Cash Flows from Operating Activities
Net Loss	$ (5,273)	$ (3,639)	$ (80,455)
Adjustment to reconcile net (loss) to cash provided
(used) by operating activities:
Capital contributions – expenses	-	-	6,550
Changes in assets and liabilities:
Increase in inventory	-	-	(21,744)
Increase in Accounts Payable & Accrued Expenses	9,700	8,000	59,894
Net Cash Provided (Used) by Operating Activities	4,427	4,361	(35,755)
Cash Flows from Investing Activities
Purchase of equipment	-	-	(20,530)
Loss of cash in spin-off	-	-	(1,531)
Net Cash Provided (Used) by Investing Activities	-	-	(22,061)
Cash Flows from Financing Activities
Proceeds from stock issuance	-	-	65,000
Net Cash Provided (Used) by Financing Activities	-	-	65,000
Increase (Decrease) in Cash	4,427	(1,639)	7,184
Cash and Cash Equivalents at Beginning of Period	2,757	3,081	-
Cash and Cash Equivalents at End of Period	$ 7,184	$ 1,442	$ 7,184
Supplemental Cash Flow Information :
Stock issued for services	$ -	$ -	$ -
Cash Paid For:
Interest	$ -	$ -	$ -
Income Taxes	$ -	$ -	$ -

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Globalwise Investments, Inc.

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2007

GENERAL

Globalwise Investments, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2007, since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-KSB for the twelve months ended December 31, 2006.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

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In this report references to “Globalwise,” “we,” “us,” and “our” refer to Globalwise Investments, Inc.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

We are a shell company and during the next twelve months our management intends to actively seek an operating company to acquire or merge with which may provide operating revenue. Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the process of “going public.” However, should a merger or acquisition prove unsuccessful, it is possible that we may decide not to pursue further acquisition activities and management may abandon its activities and our shares would become worthless.

In June 2007 we identified a business opportunity for acquisition, but we were unable to reach a final agreement with the identified target. As of the date of this filing, we have not identified any other assets or business opportunities for acquisition. Potential investors must recognize that because we have limited capital available for investigation of business opportunities and management’s limited experience in business analysis, we may not discover or adequately evaluate adverse facts about any business opportunity to be acquired. All risks inherent in new and inexperienced enterprises are inherent in our plan.

It is emphasized that our management may effect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our management to complete acquisitions without submitting any proposal to the stockholders for their consideration.

If we obtain a business opportunity, then it may be necessary to raise additional capital. We likely will sell our common stock to raise this additional capital. We expect to issue such stock pursuant to exemptions provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our shareholders may experience dilution in the value per share of their common stock.

As of June 30, 2007 we had $7,184 cash on hand with total current liabilities of $59,295 and we have not recorded revenues for the past two years. Our independent registered accounting firm has expressed doubt that we can continue as a going concern unless we obtain financing. The majority of our operating expenses are related to our reporting obligations under the Exchange Act. These expenses include legal, accounting and professional services and costs required to prepare and file our reports with the SEC. We are unable to pay cash for these services and historically, we have relied on loans or related parties to pay for costs on our behalf. We may repay our debt with cash, if available, or may convert the debt into common stock.

ITEM 3. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified

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in the rules and forms of the SEC. This information is accumulated and communicated to our executive officers to allow timely decisions regarding required disclosure. Our President, who acts in the capacity of principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, he concluded that our disclosure controls and procedures were effective.

Also, he determined that there were no changes made in our internal controls over financial reporting during the second quarter of 2007 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS

Part I Exhibits

31.1

Principal Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification

Part II Exhibits

3.1

Articles of Incorporation, as amended (Incorporated by reference to exhibit 3.1 of Form 10-QSB, filed October 11, 2001)

3.2

Bylaws of Globalwise (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed October 2, 2000.)

SIGNATURES

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

Date: August 8, 2007 GLOBALWISE INVESTMENTS, INC. By: /s/ Donald R. Mayer Donald R. Mayer President, Principal Executive Officer, Principal Financial Officer, and Director

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