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WTWO.PK > SEC Filings for WTWO.PK > Form 10-Q on 11-Jun-2009All Recent SEC Filings

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Form 10-Q for W2 ENERGY INC


11-Jun-2009

Quarterly Report


ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of Operations.

Our Management's Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We have six technologies that we anticipate will be deployed in a variety of uses around the world. These technologies are:

· plasma-assisted-biomass-to-energy plants;

· mass-to-energy plants;

· mass-to-energy technologies;

· solar technologies;

· hydroelectric and wind power systems; and

· hazardous waste destruction technology.

During the quarter ended March 31, 2009, we generated our first revenues from our technologies. Our development plan is to enter into joint venture relationships and strategic partnerships with third parties to help develop these technologies because they are very capital intensive. To date, we have been successful in entering into several relationships that we think have the potential to generate more revenue in the near future. Prior to this quarter, essentially all of our activities have been focused on developing these relationships and becoming a reporting issuer under the Securities Exchange Act of 1934.


ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations - continued

Three Months Ended March 31, 2009 and 2008

Results of Operations

Our revenues, operating expenses, income (loss) from operations, other income
(expenses), and net income (loss) for each of the quarters ended March 31, 2009,
March 31, 2008, and December 31, 2008 are as follows:

                                                            Three Months            Three Months
                                 Three Months Ended             Ended                   Ended
                                   March 31, 2009          March 31, 2008         December 31, 2008

Revenues                        $            100,000     $                 -     $                 -
Operating expenses:
 Research and development                     15,000                       -                       -
 General and administrative                   44,412                  57,599                  75,566
 Consultation fees                            53,954                 149,032                  92,838
Income (loss) from operations                (13,366 )              (206,631 )              (168,404 )
Other income (expenses)                       (5,923 )               (34,389 )               (12,086 )
Net income (loss)               $            (19,289 )   $          (241,020 )   $          (180,490 )

Revenue

Our revenue for the three months ended March 31, 2009 was $100,000. This represents the first revenue we have generated since inception, and was earned and received as part of a license agreement for our technology. Although we may earn additional revenue under the same license agreement, we must achieve certain milestones first. As a result, we are still a development stage company and our independent auditors have expressed doubt about our ability to continue as a going concern.

Research and development

We spent $15,000 on research and development for the three months ended March 31, 2009, compared to zero for the three months ended March 31, 2008 and the December 31, 2008, respectively. The research and development expense related to our catalyst project.

General and administrative expenses

We incurred general and administrative expenses of $44,412 for the three months ended March 31, 2009, compared to $57,599 and $75,566 for the three months ended March 31, 2008 and December 31, 2008, respectively. Our general and administrative expenses for all periods consisted primarily of legal and accounting fees.

Consulting fees

We incurred $53,954 in consulting fees for the three months ended March 31, 2009, compared to $149,032 and $92,838 for the three months ended March 31, 2008 and December 31, 2008, respectively. Most of these consulting fees were paid for with issuances of common stock and related to professional services and various other business development services. The consulting fees were significantly lower in the three months ended March 31, 2009 because of the Company's lower stock price and the decrease in our utilization of consulting services during the period.


ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations - continued

Other Income (Expenses)

Our total other expenses were ($5,923) for the three months ended March 31, 2009, which consisted entirely of interest expense, compared to $(34,389) and $(12,086) for the three months ended March 31, 2008 and December 31, 2008, respectively, which again consisted entirely of interest expense.

Net Income (Loss)

We had a net loss of $(19,289) for the three months ended March 31, 2009, compared to $(241,020) and $(180,490) for the three months ended March 31, 2008 and December 31, 2008, respectively. The decrease in net loss for the three months ended March 31, 2009 was primarily a result of our first revenues, coupled with the decreased consulting fees paid in stock as described above.

Liquidity and Capital Resources

Introduction

As of March 31, 2009, we had total current assets of $206 and total current liabilities of $714,996. During the period from October 1, 1992 (inception) through March 31, 2009, we incurred a net loss of $19,261,087.

Our ability to continue as a going concern on a long-term basis is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations on a timely basis, to obtain additional financing, and ultimately attain profitability.

Although we have been successful in the past in raising capital, no assurance can be given that sources of financing will continue to be available and/or that demand for our equity/debt instruments will be sufficient to meet our capital needs, or that financing will be available on favorable terms.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, dilution of the interests of existing shareholders may occur. If we raise additional funds through the issuance of debt securities, these securities may have rights, preferences and privileges senior to holders of common stock and the terms of such debt could impose restrictions on our operations. Regardless of whether our assets prove to be inadequate to meet our operational needs, we may seek to compensate providers of services by issuance of stock in lieu of cash, which may also result in dilution to existing shareholders.


ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of
       Operations - continued



Our cash, total current assets, total assets, total current liabilities, and
total liabilities as of March 31, 2009 and December 31, 2008 were:

                                     As of                  As of
                                 March 31, 2009       December 31, 2008       Change

    Cash and cash equivalents   $            206     $                28     $     178
    Total current assets                     206                      28           178
    Total assets                         508,209                  13,895       494,314
    Total current liabilities            714,996                 275,447       439,549
    Total liabilities                  1,098,422                 658,873       439,549

Our total assets increased by $494,314 from December 31, 2008 to March 31, 2009 primarily as a result of equipment purchases during the quarter. Our current liabilities and total liabilities increased by $439,549 during the same time period primarily as a result of these same transactions.

Cash Requirements

We intend to use our available funds for working capital purposes.

Sources and Uses of Cash

Operating Activities

Our net cash provided by operating activities was $45,178 for the three months ended March 31, 2009, compared to $(45,523) for the three months ended March 31, 2008. Our positive operating cash flows during the three months ended March 31, 2009 were primarily the result of a net loss from operations of $19,289, which was offset by (i) the issuance of $48,450 in common stock for services, and (ii) an increase of $14,549 in accounts payable and accrued expenses. Our net cash used in operating activities was $13,313,588 for the period from October 1, 1992 (inception) through March 31, 2009.

Investing Activites

Our net cash used in investing activities was $70,000 for the three months ended March 31, 2009, compared to $890 for the three months ended March 31, 2008. Our investing activities for the current period consisted of the purchase of various fixed assets. Our net cash used in investing activities for the period from inception on October 1, 1992 through March 31, 2009 was $87,174.

Financing Activities

Our net cash provided by financing activities was $25,000 for the three months ended March 31, 2009, compared to $48,233 for the three months ended March 31, 2008. Our net cash provided by financing activities was $13,425,968 for the period from October 1, 1992 (inception) through March 31, 2009, and was primarily the result of the sale of our common stock.


ITEM 2 Managements Discussion and Analysis of Financial Condition and Results of
Operations - continued

Critical Accounting Policies

Our accounting policies are fully described in Note 2 to our audited consolidated financial statements. The following describes the general application of accounting principles that impact our consolidated financial statements.

Our results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principals generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debt, inventories, investments, intangible assets, income taxes, financing operations, and contingencies and litigation.

We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Off-balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

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