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Table of Contents

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to ____________

 

Commission File Number 333-175825

 

WIRELESS ATTACHMENTS, INC.

(Exact name of Registrant as specified in its charter)

 

Colorado   84-15070556
(State of incorporation)   (I.R.S. Employer Identification No.)

 

2789 S. Lamar Street, Denver, CO 80227

(Address of principal executive offices)

 

(303) 763-7527

(Issuer’s telephone number, including area code)

 

Securities registered under Section 12(g) of the Exchange Act:

 

None

 

Securities registered under Section 12(b) of the Exchange Act:

 

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x Yes  o 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.  See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

Large accelerated filer o   Accelerated filer o
Non-accelerated o   Smaller reporting company x
(do not check if smaller reporting company)    

 

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

 

The Company had 129,288,000 shares of its $.0001 par value common stock outstanding as of November __, 2012.  

 
 
Table of Contents

 

FORM 10-Q

WIRELESS ATTACHMENTS, INC.

INDEX

      Page
PART I.   FINANCIAL INFORMATION  
  Item 1. Financial Statements (unaudited) 3
       
    Balance Sheets, September 30, 2012 (unaudited) and March 31, 2012 (audited) 3
       
    Unaudited Statements of Operations for the six months ended September 30, 2012 and 2011 4
       
    Unaudited Statements of Cash Flows for the six months ended September 30, 2012 and 2011 5
       
    Notes to Financial Statements 6
       
  Item 2. Management’s Discussion and Analysis of Financial Condition 9
       
  Item 3. Quantitative and Qualitative Disclosures About Market Risk 14
       
  Item 4. Controls and Procedures 14
       
PART II.   OTHER INFORMATION  
       
  Item 1. Legal Proceedings 16
       
  Item 1A. Risk Factors 16
       
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
       
  Item 3. Defaults Upon Senior Securities 16
       
  Item 4. Submission of Matters to a Vote of Security Holders 16
       
  Item 5. Other Information 16
       
  Item 6. Exhibits 16
       
    Signatures 17

 

 

 

 

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ITEM 1. FINANCIAL STATEMENTS.

 

WIRELESS ATTACHMENTS, INC.
(A Development Stage Company)
BALANCE SHEETS
       
   September 30,  March 31,
   2012  2012
   (Unaudited)  (Audited)
ASSETS      
Current Assets          
Cash and Cash Equivalents  $4,827   $20,842 
Total Current Assets   4,827    20,842 
           
TOTAL ASSETS  $4,827   $20,842 
           
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)          
           
Current Liabilities          
Accounts Payable  $4,270   $4,558 
Total Current Liabilities   4,270    4,558 
           
Long Term Liabilities          
Loan from Shareholder  $20,000   $—   
Total Long Term Liabilities  $20,000   $—   
           
Total Liabilities   24,270    4,558 
           
Stockholders' Equity (Deficit)          
Preferred Stock, $0.0001 par value; 250,000,000 shares          
authorized; 100,000 shares issued and outstanding at          
September 30, 2012 and March 31, 2012, respectively   10    10 
Common Stock, $0.0001 par value; 250,000,000 shares          
authorized; 129,288,000 shares issued and outstanding          
at September 30, 2012 and March 31, 2012, respectively   12,929    12,929 
Additional Paid In Capital   27,741    27,741 
Deficit Accumulated During the Development Stage   (60,123)   (24,396)
Total Stockholders' Equity (Deficit)   (19,443)   16,284 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $4,827   $20,842 
           

  

The accompanying notes are an integral part of the consolidated financial statements.

 

3
 

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WIRELESS ATTACHMENTS, INC.
(A Development State Company)
INCOME STATEMENTS

(UNAUDITED)
                
    For the three months ended  For the six months ended
  From the Period
from inception
September 22, 201 to September 30
  September 30  September 30  September 30  September 30
  2012  2011  2011  2012  2011
REVENUES               
    Revenues  $ —    $ —    $ —    $ —    $ —  
EXPENSES                         
Selling, General and Administrative Expenses   60,144    19,174    6,321    35,730    9,905 
  Operating expenses   60,144    19,174    6,321    35,730    9,905 
LOSS FROM OPERATIONS   (60,144)   (19,174)   (6,321)   (35,730)   (9,905)
OTHER INCOME (EXPENSE)                         
 Interest Earned   21    —      4    3    8 
TOTAL OTHER INCOME (EXPENSE)   21    —      4    3    8 
NET LOSS BEFORE TAXES   (60,123)   (19,174)   (6,317)   (35,727)   (9,897)
INCOME TAX EXPENSE   —      —      —      —      —   
NET LOSS   (60,123)  $(19,174)  $(6,317)  $(35,727)  $(9,897)
NET LOSS PER SHARE - BASIC  $—     $—     $—     $—     $—   
WEIGHTED AVERAGE NUMBER OF                         
SHARES OUTSTANDING   129,288,000    129,288,000    129,288,000    129,288,000    129,288,000 

 

 

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

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WIRELESS ATTACHMENTS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
          
         
   From the Period from Inception
Sept. 22, 2010
  For the six months ended
 
   to September 30, 2012  2012  2011
 CASH FLOWS FROM OPERATING ACTIVITIES               
 Net loss   (60,123)  $(35,727)  $(9,897)
 Adjustments to reconcile net loss to net cash               
 Increase (Decrease) in Accounts Payable   4,270    (288)   (4,250)
 Net Cash Flows from Operating Activities   (55,853)   (36,015)   (14,147)
                
 CASH FLOWS FROM FINANCING ACTIVITIES               
 Loan from Shareholder   20,000    20,000      
 Issuance of common stock   40,465           
 Issuance of preferred stock   215    —      —   
 Net Cash Flows from Financing Activities   60,680    20,000    —   
                
 NET INCREASE (DECREASE) IN CASH    4,827    (16,015)   (14,147)
 AND CASH EQUIVALENTS               
                
 CASH AND CASH EQUIVALENTS,               
 BEGINNING OF PERIOD   —      20,842    39,665 
 END OF PERIOD  $4,827   $4,827   $25,518 
                
                
 SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION               
 Cash paid for interest  $87   $27   $45 
 Cash paid for income taxes  $—     $—     $—   
                
                
                

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

 

  

 

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WIRELESS ATTACHMENTS, INC.

(A Development Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

September 30, 2012

 

NOTE A - SUMMARY OF ACCOUNTING POLICIES

 

Basis of Presentation

Wireless Attachments, Inc. has prepared the accompanying financial statements without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments that, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at March 31, 2012 included in the Annual Report on Form 10-K as filed with the SEC. The results of operations for the periods presented are not necessarily indicative of the results we expect for the full year.

 

Development Stage Company

Wireless Attachments, Inc. (the “Company”) was incorporated under the laws of the state of Colorado on September 22, 2010. The principal office of the corporation is 2789 S. Lamar Street, Denver, Colorado 80237. The Company is in the development stage and has not begun to sell its planned products.

 

The Company is developing solar cloth membranes for outdoor active wear that covert sunlight into electrical power and that can be used for charging and/or operating mobile devices such as the iPod and the iPhone.

 

Accounting Method

The Company records income and expense on the accrual method.

 

Revenue Recognition

The Company has not yet sold any of its planned products. However, when the Company does begin selling products, revenue will be recognized when earned.

 

Fiscal Year

The Company has selected a March 31 fiscal year end.

 

Organization Costs

Cost to incorporate the Company were originally capitalized to be amortized over a 60 month period but have been written off pursuant to ASC 470.

 

Financial Instruments

Unless otherwise indicated, the fair value of all reported assets and liabilities that represent financial instruments (none of which are held for trading purposes) approximate the carrying values of such amount.

 

Concentration of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Company limit as of September 30, 2012 and March 31, 2012.

 

Loss Per Share

Loss per share was computed using the weighted average number of shares of common stock and common stock equivalents outstanding during the period.

 

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NOTE A - SUMMARY OF ACCOUNTING POLICIES (Continued)

 

Statements of Cash Flows

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity date of three months or less to be cash equivalents.

 

Use of Estimates

The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Income Taxes

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax

assets will not be realized.

 

Stock Split

On April 24, 2012, the Board of Directors of Wireless Attachments, Inc. (the “Company”) recommended to the shareholders that it would be in the best interests of the Company to forward split the Company’s common stock, par value $0.0001, on a 60 to 1 basis.

 

The Company’s Articles of Incorporation provide that any action required or permitted by the Colorado Business Corporation Act (“Act”) to be taken at a shareholders’ meeting may be taken without a meeting of shareholders if shareholders holding shares entitled to not less than the minimum votes that would have been required to take the action at a shareholders’ meeting consent to such action in writing in accordance with the requirements of Section 7-107-104 of the Act.

 

Steve S. Sinohui, the Company’s sole director, Chief Executive Officer and 92.82% shareholder of the Company, acting pursuant to the Colorado Business Corporation Act, waived all right and entitlement to notice of a special meeting of the shareholders of the Company and consented to, adopted and approved to forward split the Corporation's $0.0001 par value common stock such that each shareholder of common stock shall receive 60 shares for each one share of common stock registered in such shareholder’s name effective as of April 24, 2012. The Company did not solicit proxies from shareholders owning the remaining 7.18% of the Company’s common stock. There were no changes in the par value of the stock.

 

All references to share and per share amounts in the financial statements and accompanying notes to the financial statements have been retroactively restated to reflect the 60 for 1 stock split. There were no changes in the par value of the stock.

 

Recent Accounting Standards

There have been various accounting standards and updates recently issued, none of which are expected to have a material impact on the Company's financial position, operations, or cash flows.

 

NOTE B – STOCKHOLDERS’ EQUITY

 

As of September 30, 2012, the Company was authorized to issue 250,000,000 shares of common stock and 250,000,000 shares of preferred stock. Of these amounts, 129,288,000 shares of the Company’s $.0001 par value common stock were issued and outstanding and 100,000 shares of the Company’s $.0001 par value preferred shares were issued and outstanding.

 

The Series A preferred shares are not convertible to common stock, have no voting rights, do not carry any current or accumulated dividend and, in the event of liquidation, have first and superior rights over all other classes of equity securities issued and outstanding by the Company.

 

NOTE C- RELATED PARTY TRANSACTIONS

 

The President and CEO owns 120,000,000 shares of the Company’s $.0001 par value common stock that is issued and outstanding and all of the 100,000 shares of the preferred stock that is issued and outstanding.

 

During its development stage, the Company is using office space provided by its President for which it pays no rent. The fair value of this arrangement is immaterial to the financial statements. As the operations of the Company increase however, the value of facilities usage and other services may become material and at that time, will be recorded as an expense, with an offsetting liability or contribution to capital.

 

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NOTE D – LICENSE AGREEMENT

 

On November 5, 2010, the Company was granted non-exclusive rights by Apple, Inc. to market its products specifically for iPod and iPhone devices. With this agreement, the Company will be able to use the iPod and iPhone logo on its product packaging and has agreed to pay royalties of $4.00 per product sold.

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENT NOTICE

 

When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Further, persons reviewing this report are advised that actual results may differ materially from those included within the forward-looking statements because of various factors such as:

 

  • the Company’s lack of revenues and earnings to date and its possible inability to achieve meaningful revenues or earnings in the future;
  • the Company has limited assets and working capital and may not be able to continue in operation without the infusion of additional capital;
  • our expectation to incur losses for at least the next 15 months;
  • we may need to raise additional funds and these funds may not be available to us when we need them in which case we may need to change our business plan, sell or merge our business or face bankruptcy;
  • the speculative nature of the Company’s proposed operations;
  • our dependence upon our management’s efforts and/or the loss of any or all of our management;
  • our management team’s limited experience in our industry;
  • the fact that we have not developed a product, may not succeed in developing a product and, if developed, such product may not be commercially viable;
  • our dependence on strategic partners for development, manufacture and distribution of our planned products;
  • we may be unable to adequately protect or enforce our intellectual property rights, which may have a detrimental effect on our business;
  • our lack of market research and a marketing organization; and
  • our dependence on our license agreement with Apple, Inc.

OUR HISTORY AND BUSINESS

 

History

 

Wireless Attachments, Inc. (“WAI,” “we” or the “Company”) incorporated in the State of Colorado on September 22, 2010, under the name Wireless Attachments, Inc.

 

Since September 22, 2010, WAI has been in the research and development phase. We expect to be in the research and development phase for at least the next 12 months. We intend to develop solar cloth membranes and solar charging units for outdoor active wear that convert sunlight into electrical power and that can be used for charging and operating mobile devices such as the iPhone and iPod.

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On November 5, 2010, Apple, Inc. granted the Company a non-exclusive license to design, develop, manufacture and sell accessories that are made for Apple’s iPod and iPhone. Our operations are materially dependent on our license agreement with Apple, Inc. and Apple, Inc. may approve or disapprove any proposed product for any reason and may terminate the license for any or no reason upon 60 days notice.

 

Product Development

 

The Company intends to develop and market two types of products: (1) Photovoltaic Cloth Membranes (“PCMs”) that will work in conjunction with (2) Solar Charging Units (“SCUs”), which we also intend to develop. On October, 4, 2012, Apple approved our product plan and assigned our initial product a product identification number. We intend to conduct research and development in-house and through partnerships or under contracts with other companies. At this time, we do not have any research and development contracts with other companies. Initially, we plan to engage outside developers to assist in the development of our planned products. Our current thoughts on how to develop our products may change during the development process and the technologies, devices and materials we may expect to use in the development of our proposed products may change accordingly.

 

Currently, the Company is researching the materials, processes and technologies for consideration in the manufacture of its planned PCMs and SCUs. We anticipate being in this phase of our research and development for at least the next nine months. After we exit this stage of research and development, we expect it will take an additional three to six months to create working prototypes. We must submit these prototypes to Apple, Inc. for approval and certification. Our license agreement with Apple, Inc. requires certification by Apple, Inc. of the prototypes and then again when we have production ready products. Apple launched a pilot program called "One Touch" that empowers Apple's authorized test labs to perform all requisite compliance testing. Apple is rolling out One Touch in phases based on accessory functionality. Under the One Touch model, we will submit two production-ready samples to one of Apple’s third party test labs. The Company hopes to have samples ready for Apple’s test lab in 12 months. At the time we submit the production ready products, we must also submit a product plan of distribution to Apple, Inc. to achieve certification. There is no guarantee that Apple, Inc. will approve our production ready products and plan of distribution. Without this certification, the Company would not have products to market, and the Company may have to cease all operations.

 

Our access to PCM and SCU technologies is no greater than other developers intent on developing the same or similar products. Accordingly, we have no special access to potential PCM and SCU technologies that would provide a developmental advantage. Because we are in the initial concept of product development, our selection of any technology is preliminary and may change as the product development process continues.

 

The Company has been exploring the use of thin-film technologies for use in the manufacture of its products, including dye-sensitized solar cells (also known as Gratzel cells). Gratzel cells use a molecular dye that absorbs sunlight and converts the photons’ energy into electricity. Historically, a major problem with Gratzel cells has been their use of organic liquid electrolytes that leak and corrode the cells reducing cell life.

 

In May of 2012, Robert Chang, a professor and researcher at Northwestern University, and Mercouri Kanatzidis, a Northwestern chemistry professor, reported they had developed a thin-film compound which replaces the liquid electrolyte of the Gratzel cell making the cell more stable and durable. The thin-film compound is a solid, not a liquid, so it should not leak or corrode. The new cell’s energy conversion efficiency of 10.2% is the highest reported so far for a solid-state solar cell equipped with a dye sensitizer. The Company has been attempting to contract Professor Chang to discuss his research and explore possible applications regarding the Company’s proposed products.

 

At the conclusion of our product development, the Company will refine its market research, model cost of goods sold by projecting out the availability and costs of raw materials and the costs associated with outsourcing manufacturing and third party logistics and develop a detailed sales and marketing plan and associated costs. We have not developed a functioning product and we have not yet obtained objective evidence that our planned products can reliably perform the functions or provide the benefits described in this report.

 

Growth Strategy

 

The Company plans to partner with contract manufacturers that already have the equipment and capability to produce our planned PCM and SCU products on a contract basis. We intend to derive revenue from direct sales of our PCMs and SCUs to manufacturers of cloth-based consumer products.

 

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The Company does not plan to develop its own suite of end-user clothing and bags, but rather to create PCMs and SCUs that can be incorporated into merchandise created by manufacturers of active wear, bags and other cloth-based consumer products. Our primary initial focus will be developing PCMs and SCUs that can be used by outdoor and sporting clothing manufacturers. There can be no assurance, however, that we will be able to develop such PCMs or SCUs or, if we are able to develop them, that we will be successful in marketing them at a profit.

 

Market

 

We intend initially to market and sell our products only in the United States, where we believe that the market for our products is limited. The available market research data that we have located and our assumptions behind our estimate of market size are discussed below. Because we are unable to find U.S. market forecasts or estimates for our intended products, we have necessarily made assumptions in estimating the range of the potential market size for those products. Our assumptions are also set forth below. We have researched markets for other solar products (not necessarily related to charging units for mobile phones and products similar to iPods) and have extrapolated information from those data and research. The forecasting of market size for relatively new products, however, is, by its nature, not an exact process, and there can be no assurance that our assumptions are valid or that our estimates will prove to be accurate. Moreover, the aggregate potential market size for our intended products is no indication of our potential revenues or unit sales.

 

As the market for solar products has grown, we have seen corresponding growth in the solar battery charger market. Some examples of different chargers that use solar energy are (1) digital camera battery chargers, (2) chargers for cell phones and iPods, (3) backpacks made with photovoltaic components, (4) chargers for hearing aid batteries (5) and chargers for laptop computers. The Company could not find any data or research reports that specifically addressed the market for solar powered chargers for the Apple iPod and iPhone. However, by examining other data and research materials from a broader range of solar product markets, we have tried to estimate the U.S. market for solar powered chargers for the Company’s proposed target market, as described below.

 

On July 24, 2012, Apple reported it had sold 26 million iPhones during the third quarter for a total of 98.14 million iPhones for the third quarter ending June 30, 2012, and 6.8 million iPods during the third quarter for a total of 29.9 million iPods during the first three quarters of fiscal 2012. According to a CNET report on August 14, 2012 and based on second quarter 2012 reports, Apple is third (behind Samsung and Nokia) in the global mobile phone market – with a 6.9% market share. Apple increased its market share from 4.6% in the same period in 2011 primarily due to sales of the iPhone 4S and expansion into foreign markets. Nokia, Motorola, LG, HTC and BlackBerry maker – Research in Motion – all saw their market share drop year over year for the second quarter, while Apple and Samsung watched their market share rise by 2.3% and 5.3%, respectively. ABI Research estimates the overall mobile phone accessories market at $36 billion for 2012 and is projecting aftermarket mobile phone accessories sales in excess of $50 billion by 2015.

 

Batteries and solar chargers are used primarily in the off-grid solar markets, but also in on-grid markets, where the customer requires power during periods that the electricity grid is unavailable. GSMA, an association that represents mobile operators with connections across 219 countries, released a report in October of 2009 that estimated the global market for off-grid charging solutions for all types of mobile phones at $2.3 billion. The worldwide on-grid segment grew by 20% in 2009, and the off-grid market grew 23% in 2009, faster than on-grid for the first time in 15 years but on a much smaller base.

 

The Company was unable to ascertain from this report (or any other source) the U.S. portion of the off-grid charging market for mobile phones. According to the 2011 U.S. Solar Market Insight Report prepared by the Solar Energy Industries Association and GTM Research, the U.S. market’s share of global PV installations rose from 5% to 7% in 2011. The report went on to say, “we forecast U.S. market share to increase steadily over the next five years, ultimately reaching nearly 15% in 2016.”

 

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From these data, WAI has estimated a U. S. market for solar charging solutions for mobile phones and other portable devices in 2013 between $93 million and $206 million. We estimated the low end of the 2013 market size by multiplying the U.S. 2011 market share of PV installations (7%) by the compounded annual growth rate in the U.S. market share of those installations projected by GTM Research (17.98%) for two years (from 2011 to 2013) and multiplied that figure by the GSMA's 2009 estimate of the market size for off-grid charging solutions ($2.3 billion). Finally, we multiplied that result by the growth rate in the off-grid market in 2009 of 23% (discounted to 20% from 2009 to 2010 to account for the lagging economy and further discounted to 15% from 2010 to 2011 to account for the continued lagging economy). We then applied to the resulting number a discount factor of 70% to account for (i) the widespread availability of cheaper and more convenient on-grid charging solutions within the U.S. market and (ii) the fact that there are mobile phones other than Apple products. The 70% discount factor also represents the fact that the Company will be offering solutions for iPods and not just iPhones. We estimated the high end of the 2013 market size by multiplying the number of projected 2012 iPhone and iPod sales times the average selling price of $43.69 of solar charging solutions that we found currently available in the marketplace and multiplied that product by our estimate of U.S. adopters of solar energy charging solutions of 3%. We anticipate that the percentage of U.S. adopters of solar energy charging solutions will be smaller than in other countries with fewer on-grid resources and due to the availability in the U.S. of cheaper and more convenient on-grid solutions. Due to the inherent uncertainties in the published estimates and projections that we have relied on (including inherent uncertainties associated with predicting future events in general), our own assumptions, and the fact that we have extrapolated data from the larger PV installation market to the market for PV battery charging solutions for portable products, there can be no assurance that our estimate of the potential U.S. market for our intended products will prove to be accurate.

 

Backpacks, brief cases and bags with built-in flexible solar panels are already available in today’s marketplace. Bags with photovoltaic panels are used to power personal electronics and laptop computers. We believe the market for solar charging solutions will continue to grow and by developing cloth membranes that are not only washable, but pliable, that active wear manufacturers and other OEM’s of cloth-based merchandise will find our membranes a unique solution to gaining new market share. It is our intent to create cloth membranes with solar panels that are not quite as noticeable, bulky and unattractive as current solutions. We expect to create a more elegant and efficient solution than those products already in the marketplace. By creating solar-charging cloth membranes that can be sewn into outdoor clothing and sportswear, we expect our customers will be able to create consumer products for those individuals that want to live an active lifestyle and remain connected.

 

Competition

 

In general, the accessory market for iPhones and iPods is highly competitive. We will be competing with those companies that develop solar chargers and power accessories for Apple’s products, such as Better Energy Systems, Inc. and Earthtech Products. More specifically, we believe we will be competing with those companies developing photovoltaic materials, like Konarka Technologies and Solarmer Energy, Inc., that are licensed or sold to OEM’s.

 

Competing developers may be able to engage in larger scale branding, advertising and developing activities more extensively than we can. Further, with sufficient financial backing, talented designers and developers can become competitors within several months of establishing a business. We will compete primarily on the basis of design, development, quality and service. Our business depends on our ability to shape and stimulate consumer tastes and demands by developing innovative and exciting products, as well as on our ability to remain competitive in the areas of quality and price.

 

On June 6, 2012, Ascent Solar Technology, Inc., headquartered in Thornton, Colorado, announced that it had launched a charger for the Apple iPhone 4/4S smart phone. Branded under Ascent’s new EnerPlexTM line of consumer products, the charger incorporates the company’s solar cells into a protective iPhone 4/4S case, along with a thin battery. On June 19, 2012, Ascent announced that it had received an order for 50,000 of is solar-powered chargers and cases.

 

On September 11, 2012, the Chicago Tribune, published a story about Everpurse. Everpurse produces a lightweight zippered clutch with a dedicated pocket that keeps an iPhone charged at 50% or above for 24 hours under standard usage. The clutch can be carried by itself or slipped into a larger bag. The Everpurse system comes with a charging pad, roughly the length and width of a paperback, that can fully charge the special pocket in roughly six hours. Everpurse is in the process of raising $100,000 via the crowdfunding platform.

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Recent Developments

 

We completed a private offering on March 15, 2011 whereby 35 investors purchased 154,800 shares of our Common Stock for an aggregate price of $15,480. We issued these securities without registration pursuant to Rule 504 of Regulation D promulgated under Section 3(b) of the Securities Act.

 

On April 24, 2012, the Board of Directors of the Company recommended to the shareholders that it would be in the best interests of the Company to forward split the Company’s common stock, par value $.0001, on a 60 for 1 basis. Steve S. Sinohui, the Company’s sole director, Chief Executive Officer and owner of 92.82% of the shares of the Company’s common stock, approved the forward split.

 

On July 3, 2012 and September 12, 2012, the Company’s President and controlling shareholder, Steve S. Sinohui, loaned the Company $15,000 and $5,000, respectively. The notes are due on December 31, 2014, unless extended, and bear no interest unless not paid, in which case interest will be charged at a rate of 10% annually.

 

Need for Additional Financing

 

WAI intends to be researching the materials, technologies and processes necessary to create its planned products for at least the next nine months. Thereafter, we anticipate it will take an additional three to six months to create working prototypes. Our VP of Product Development estimates it will take $30,000 to $50,000 to create the first prototypes of the PCM and SCU. It will be necessary after nine months for the Company to raise additional financing to fund the development of its first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.

 

At this time, we are unsure of how much funding we will need once we complete research and development, because we are unsure of the technologies we will employ to have our planned products manufactured. However, management estimates that we will require additional funding between $100,000 and $250,000 to fund the development of our first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.

 

The Company intends to use the next nine months to continue its market research, to model the cost of goods sold by projecting the availability and costs of raw materials and the costs associated with outsourcing manufacturing and third party logistics and to develop a complete sales and marketing plan and associated costs. If we are unable to raise additional funds, our stock would likely become worthless and we may be forced to abandon our business plan. As of the date of this report, we do not have any specific plans for raising additional funds for operations beyond the first nine months.

 

RESULTS OF OPERATIONS

 

The Company was not profitable during the year ended March 31, 2012 and has not been profitable during the first six months of fiscal 2013.

 

Six Month Periods Ended September 30, 2012 and 2011

 

The Company had no revenues from continuing operations for the six-month period ended September 30, 2012 and no revenues for the same six-month period in 2011.

 

General and administrative expenses for the six-month period ended September 30, 2012 were $35,730 compared to $9,905 for the same period in 2011. Expenses consisted of general corporate administration, rent, Internet service provider, legal and professional expenses, transfer agent fees and accounting costs. The increase in expenses was due primarily to costs associated with the required filings of the Company’s quarterly and annual reports as well as an increase in associated accounting costs.

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Because of the foregoing factors, the Company realized a net loss of $16,553 for the three months ended June 30, 2012 as compared to net loss of $3,580 for the same period in 2011.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At September 30, 2012, the Company had assets consisting of $4,827 cash on hand. Current liabilities consisted of accounts payable of $4,270.

 

The Company believes that current and anticipated future cash requirements for the next three months cannot be met with the cash on hand and from revenue from current customers. On July 3, 2012 and September 12, 2012 , the Company’s President ad controlling shareholder, Steve S. Sinohui, loaned the Company $15,000 and $5,000, respectively. The notes are due on December 31, 2014, unless extended and bear no interest unless not paid, in which case interest will be charged at a rate of 10% annually.

 

WAI intends to be researching the materials, technologies and processes necessary to create its planned products for at least the next nine months. Thereafter, we anticipate it will take an additional three to six months to create working prototypes. Our VP of Product Development estimates it will take $30,000 to $50,000 to create the first prototypes of the PCM and SCU. It will be necessary after 12 months for the Company to raise additional financing to fund the development of its first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.

 

At this time, we are unsure of how much funding we will need once we complete research and development, because we are unsure of the technologies we will employ to have our planned products manufactured. However, management estimates that we will require additional funding between $100,000 and $250,000 to fund the development of our first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.

 

Additional capital may be raised through additional private financings as well as borrowings and other resources. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available when we need them, we may be required to curtail our operations. No assurance can be given; however, that we will have access to the capital markets in the future, or that financing will be available on acceptable terms to satisfy our cash requirements needed to implement our business strategies. Our inability to access the capital markets or obtain acceptable financing could have a material adverse effect on our results of operations and financial condition and could severely threaten our ability as a going concern.

 

Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward –looking statement that involves risks and uncertainties, and actual results could vary because of a number of factors.

 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable, as the Company is a smaller reporting Company.

 

ITEM 4.   CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.

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Evaluation of disclosure and controls and procedures

 

As of September 30, 2012, the Company's chief executive officer (who is also the chief financial officer) conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer concluded that our disclosure controls and procedures were effective.

 

Management's Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a- 15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect all misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Internal control over financial reporting is defined, under the Exchange Act, as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, 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 and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.

 

The Company's principal executive officer assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2012. In making this assessment, the Company's principal executive officer was guided by the releases issued by the SEC and, to the extent applicable, the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's principal executive officer believes that based on his assessment, as of September 30, 2012, the Company's procedures of internal control over financial reporting were effective.

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PART II.    OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

  31.1 Certification by Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

  32.1 Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 

 

  101.INS** XBRL Instance Document. 

  101.SCH** XBRL Taxonomy Extension Schema Document. 

  101.CAL** XBRL Extension Calculation Linkbase Document. 

  101.DEF** XBRL Taxonomy Extension Definition Linkbase Document. 

  101.LAB** XBRL Taxonomy Extension Label Linkbase Document. 

  101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document. 

** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not “filed” for purposes of Sections 11 or 12 of the Securities Act are deemed not "filed" for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those Sections.



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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.

 

                                                                                 WIRELESS ATTACHMENTS, INC.

 

Date:         November ___, 2012                                By /s/ Steve S. Sinohui                                    

                                                                                Steve S. Sinohui, President

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

 

Name Title Date
     
/s/ Steve S. Sinohui President, Chief Executive Officer, Chief Financial November ____, 2012
Steve S. Sinohui Officer and sole Director  

 

 

 

 

 

 

 

 

 

 

 

 

 

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