Attached files

file filename
EX-32 - WTTJ CORPexhibit2032.htm
EX-31 - WTTJ CORPexhibit2031.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2012

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 333-137293

 


WTTJ Corp

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

 Michigan                  7370                       27-1767418

----------------    ----------------------------      ----------------

(State or other     (Primary Standard Industrial      (I.R.S. Employer

jurisdiction of      Classification Code Number)       Identification

incorporation                                           Code Number)

         or organization)


 

17033 S. Dixie Highway,

Miami FL 33157

786-361-9751


 (Registrant’s telephone number, including area code)

 

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the last 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

 

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

 

The number of shares of Common Stock, $0.001 par value, outstanding on was 654,000 shares as of January 15, 2013.



 

Transitional Small Business Disclosure Format (check one): Yes      No X  



PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.


Our financial statements included in this Form 10-Q are as follows:


Balance Sheets as of September 30, 2012  (unaudited) and December 31, 2011 (audited);



Statements of Operations for the three and nine months  September 30, 2012 and 2011 and for the Period from inception(May 16, 2007) to September 30, 2012  

 

Statement of Stockholders’ Deficit from Inception (May 16, 2007) to September 30, 2012   (unaudited);



Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 , and for the Period from Inception (May 16, 2007) to September 30, 2012  (unaudited);



Notes to Interim Financial Statements;



These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim periods ended September 30, 2012 are not necessarily indicative of the results that can be expected for the full year.





WTTJ CORP.

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEPTEMBER 30,

DECEMBER 31,

 

 

 

 

 

 

2012

2011

ASSETS

 

 

 

 

 

 (UNAUDITED)

 (AUDITED)

CURRENT

 

 

 

 

 

 

 

Cash

 

 

 

 

 

 $                        9

 $                            3

Subscription receivable

 

 

 

 

                          -   

                              -   

 

 

 

 

 

 

 

 

Total Current Assets

 

 

 

 

                           9

                               3

FIXED - AT COST

 

 

 

 

 

 

Computer equipment

 

 

 

 

                    2,353

                        2,353

Less: Accumulated depreciation

 

 

 

                      (687)

                         (335)

 

 

 

 

 

 

 

 

Net Fixed Assets

 

 

 

 

                    1,666

                        2,018

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

                    1,675

                        2,021

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

LIABILITIES

 

 

 

 

 

 

Accounts payable

 

 

 

 

 $                 2,950

 $                     3,500

Due to shareholder

 

 

 

 

                    3,736

                        1,186

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

 

 

                    6,686

                        4,686

STOCKHOLDERS' EQUITY

 

 

 

 

 

Preferred shares, no par value, authorized - 1,000,000

 

 

 

 

 - issued and outstanding - none

 

 

 

                          -   

                              -   

Commons shares, no par value, authorized - 4,000,000

 

 

 

 

 - issued and outstanding - 654,000 (December 31, 2011 - 651,000)

 

                  14,675

                      14,375

DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE

 

                 (19,686)

                    (17,040)

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS' EQUITY

 

 

 

                   (5,011)

                      (2,665)

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

 $                 1,675

 $                     2,021

 

 

 

 

 

 

 

 


The accompanying notes are an integral part of these financial statements.








WTTJ CORP.

 

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

STATEMENT OF OPERATIONS

 

 

 

 

 

(UNAUDITED)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 FROM

 

 

 

 

 

 

 

 

 INCEPTION

 

 

 

 

THREE MONTHS ENDED

NINE MONTHS ENDED

 MAY 16, 2007

 

 

 

 

SEPTEMBER 30,

SEPTEMBER 30,

 TO SEPTEMBER 30,

 

 

 

 

2012

2011

2012

2011

 2012

 

 

 

 

 

 

 

 

 

REVENUE

 

 

 $                -   

 $                -   

 $                -   

 $                -   

 $                             -   

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

General and administrative

 

                717

             3,737

             2,646

           12,391

                         19,686

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

                717

             3,737

             2,646

           12,391

                         19,686

 

 

 

 

 

 

 

 

 

NET INCOME(LOSS)

 

 

 $           (717)

 $        (3,737)

 $        (2,646)

 $      (12,391)

 $                    (19,686)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME(LOSS) PER SHARE

 $          (0.00)

 $          (0.01)

 $          (0.00)

 $          (0.02)

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES

 

 

 

 

  OUTSTANDING

 

 

         656,804

         585,102

         652,051

         585,102

 

 

 

 

 

 

 

 

 

 












The accompanying notes are an integral part of these financial statements.






WTTJ CORP.

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

STATEMENT OF STOCKHOLDERS' EQUITY

 

 

 

FROM DECEMBER 31, 2009 TO SEPTEMBER 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COMMON STOCK

ACCUMULATED

 

 

 

 

SHARES

AMOUNT

DEFICIT

TOTALS

 

 

 

 

 

 

 

Balance - December 31, 2009 (Audited)

     500,000

 $              75

 $                       (75)

 $              -   

 

 

 

 

 

 

 

Net loss - December 31, 2010

               -   

                 -   

                     (2,316)

          (2,316)

 

 

 

 

 

 

 

Balance - December 31, 2010 (Audited)

     500,000

                 75

                     (2,391)

          (2,316)

 

 

 

 

 

 

 

Issuance of stock for cash

 

 

     151,000

          14,300

                             -   

         14,300

 

 

 

 

 

 

 

Net loss - December 31, 2011

               -   

                 -   

                   (14,649)

        (14,649)

 

 

 

 

 

 

 

Balance - December 31, 2011 (Audited)

     651,000

          14,375

                   (17,040)

          (2,665)

 

 

 

 

 

 

 

Issuance of stock for cash, May 2012

 

 

         3,000

               300

                             -   

              300

 

 

 

 

 

 

 

Net loss - September 30, 2012

               -   

                 -   

                     (2,646)

          (2,646)

 

 

 

 

 

 

 

Balance - September 30, 2012 (Unaudited)

     654,000

 $       14,675

 $                (19,686)

 $       (5,011)















The accompanying notes are an integral part of these financial statements.





WTTJ CORP.

 

 

 

 

 

 

(A DEVELOPMENT STAGE COMPANY)

 

 

 

 

STATEMENT OF CASH FLOWS

 

 

 

 

 

(UNAUDITED)

 

 

 

 

 

 FROM

 

 

 

 

 

 

 

 INCEPTION

 

 

 

 

 

NINE MONTHS ENDED

 MAY 16, 2007

 

 

 

 

 

SEPTEMBER 30,

 TO SEPTEMBER 30,

 

 

 

 

 

2012

 2011

  2012

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

Net income(loss)

 

 

 

 $           (2,646)

 $              (12,391)

 $                 (19,686)

Adjustment to reconcile net loss to net cash

 

 

 

 

used in operating activities:

 

 

 

 

 

Depreciation

 

 

 

                  352

                       353

                           687

Changes in operating assets and liabilities:

 

 

 

 

Accounts payable

 

 

 

                 (550)

                      (500)

                        2,950

Net cash used in operating activities

 

 

              (2,844)

                 (12,538)

                    (16,049)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

Purchase of computer equipment

 

 

                     -   

                   (2,353)

                      (2,353)

Net cash used in investing activities

 

 

                     -   

                   (2,353)

                      (2,353)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

Advances from an officer

 

 

 

               2,550

                          -   

                        3,736

Issuance of common stock

 

 

 

                  300

                  14,300

                      14,675

Net cash provided by financing activities

 

               2,850

                  14,300

                      18,411

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

                      6

                      (591)

                               9

 

 

 

 

 

 

 

 

CASH, Beginning of period

 

 

                      3

                       800

                              -   

 

 

 

 

 

 

 

 

CASH, End of period

 

 

 

 $                   9

 $                    209

 $                            9

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:

 

 

 

 

 

 

 

 

 

 

 

Interest paid

 

 

 

 $                  -   

 $                       -   

 $                           -   

 

Income taxes paid

 

 

 $                  -   

 $                       -   

 $                           -   


The accompanying notes are an integral part of these financial statements.




WTTJ CORP.

(A DEVELOPMENT STAGE COMPANY)

Notes to Interim Financial Statements

September 30, 2012

(Unaudited)


Note 1 - Organization and Summary of Significant Accounting Policies:


Organization:


WTTJ CORP. (the “Company”) was organized in the State of Michigan on May 16, 2007.  The Company’s primary business activity is to acquire or commence a commercially viable operation


The Company’s fiscal year end is December 31.


Basis of Presentation – Development Stage Company:


The Company has not earned any revenues from limited principal operations.  Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification No. 915 “Development Stage Entities”(“ASC 915”).  Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

  

Basis of Accounting:


The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States.  In the opinion of management, these interim financial statements include all items that are necessary in order to make them not misleading. The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:


Cash and Cash Equivalents:


The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.


Use of Estimates:


These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in valuation of stock options. Actual amounts may differ from




these estimates. These financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.


Computer Equipment:


Computer equipment is recorded at cost. Depreciation is provided on a straight-line basis over the estimated useful life of the asset.


Net Loss Per Share:


Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period.


Stock-Based Compensation


The Company accounts for share-based compensation under the fair value recognition provisions such that compensation cost is measured at the grant date based on the value of the award and is expensed ratably over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating the percentage of awards which will be forfeited, stock volatility, the expected life of the award, and other inputs. If actual forfeitures differ significantly from the estimates, share-based compensation expense and the Company's results of operations could be materially impacted.


The Company may also issue restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete.   The Company recognizes these service expenses and a corresponding increase to additional paid-in-capital related to stock issued for services.  When stock is issued as payment for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions.  If stock is issued in advance of service performance expense is recognized ratably over the requisite service period.


As of September 30, 2012 there was $Nil of unrecognized expense related to non-vested stock-based compensation arrangements granted and no stock based compensation.





Note 2 – Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  For the period from inception through September 30, 2012, the Company has had limited operations.  As of September 30, 2012, the Company has not emerged from the development stage.  In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to commence a commercially viable operation and to achieve a level of profitability.  The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements.  The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.


Note 3 – Federal Income Taxes:


The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 109”).  “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes.  Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.


Deferred  income  taxes  reflect  the  net  tax  effects  of  temporary differences  between the carrying amounts of assets and liabilities for financial  statement  purposes  and the  amounts  used for  income  tax purposes.   Significant   components  of  the  Company's  deferred  tax liabilities and assets as of September 30, 2012 are as follows:


 Deferred tax assets:

                   Federal and state net operating loss        

$             

        19,686

                   Equity instruments issued for compensation       

                  -

                                                                

   

             Total deferred tax assets                

                       19,686

                   Less valuation allowance                        

                      (19,686)

$                      --====


Note 4 – Capital Stock :


On January 26, 2012 the Company amended its articles of incorporation, increasing the authorized shares of common stock, no par, to 4,000,000.  Additionally, the Company authorized 1,000,000 shares of no par preferred stock.  The preferred shares carry voting rights of 20 votes per share.  No preferred shares have been issued, as of September 30, 2012.






Transactions:


The Company issued 500,000 shares of common stock for a cash consideration of $75 in 2007.


During 2011 the Company issued 151,000 shares of common stock for cash totaling $14,300.


In May 2012 the Company issued 3,000 shares of common stock for a cash consideration of $300.


Note 5 – Related Party Transactions


The Company is presently funding its operating expense through the support of the majority shareholder.  These advances, which are non-interest bearing and due on demand, are considered temporary in nature.  The majority shareholder does not have a commitment to fund future operations.


The sole officer and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.


The Company has limited need for office space. The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the sole officer and director of the Company to use at no charge.   


The above transactions may not reflect the results had the terms and conditions been incurred with unrelated parties.  


Note 6 – Financial Accounting Developments:


Recently Issued Accounting Pronouncements


Accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.

 





FORWARD-LOOKING STATEMENTS

 


Special Note Regarding Forward-Looking Statements

 

Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of WTTJ Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

 

 

Item 2. Plan of Operations.

 

The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.

 

Background Overview

 

WTTJ Inc. (“The Company”) was incorporated in Michigan on May 16, 2007. The Company’s fiscal year end is December 31.  We were inactive until May 1, 2010 when we began implemented our plan of operations.  The Company has never been in bankruptcy or receivership.


The Company has a plan of operations to engage in the business of the promotion of travel services for Americans to gambling casinos in Macau through our website www.macau4you.com





We recently launched our website which is a collection of news feeds related to travel and gaming opportunities in Macau, China.  We expect that we will build out our website to have additional features for our projected audience of travelers.


Our plan of operations is to build our website to be a site on the Internet for Americans interested in traveling to Macau for recreational gaming at the casinos.

 

Since our inception through September 30, 2012, we have not generated any revenues and have incurred a net loss of $19,686.  Until May 2010, our only business activity was the formation of our corporate entity, creation of our business model, and analyzing the viability of our business, which included the development of our initial website. We anticipate the commencement of generating revenues in the next twelve months, of which we can provide no assurance. The capital raised in our offering has been budgeted to cover the costs associated with advertising on the Internet to draw attention to our website, costs associated with website enhancements, and covering various filing fees and transfer agent fees to complete our early money raise through our S-1 offering. We believe that advertising revenues and small amounts of equity will be sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flow from listing fees will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

 

Plan of Operation

 

PLAN OF OPERATIONS


Our current plan of operations is to engage in the business of operating an Internet website with an emphasis on content related to travel to Macau.  Over the next twelve months we anticipate spending $196,000 on developing our website and building a management team.


We estimate that our expenses over the next 12 months (beginning in October 2010) will be approximately $196,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.


Description

Target Date

Estimated Expenses


Website Development

September 2012

$30,000

Marketing materials

September 2012

$5,000

Translation services

Ongoing

$1,000

Travel Expense

Ongoing

$10,000

Marketing director

Ongoing

$40,000

Free lance writers

Ongoing

$1000

Offline advertising

October 2012

$10,000

Webmaster

           September 2012

$12,000




Airline liason

September 2012

$25,000

Hotel liason

September  2012

$25,000

Social marketing expense

Ongoing

$12,000

Accounting/Auditing

Ongoing

$5000

Legal Expense

Ongoing

$15,000

Filing fees

Ongoing

$500

Insurance

Ongoing

$1,000

Office supplies

Ongoing

$3,500



We forecast that we will hire 4 individuals during the next twelve months.  Mr. Klamka will remain the sole officer and director.  We intend to hire a webmaster, a marketing director, an airline liason and a hotel liason.   


We intend to add a marketing director who will be responsible for all aspects of site marketing. This will include marketing the site to the general public as well as marketing the site to potential advertising partners.


We expect to hire a webmaster to assist with the overall operations of our website as it relates to what is displayed on the Internet. The webmaster is expected to be familiar with loading content, monitoring user comments, directing and responding to email and suggestions, and insuring that our advertisements are displayed properly.


We anticipate hiring two individuals to coordinate our interactions with the airlines who service Macau and the hotels that are located in Macau. Their initial duties will be to introduce our company and hopefully to develop relationships to create advertising clients from the airlines and the hotels associated with the Macau market.


The legal fees, accounting and audit fees, and filing fees are expenses related to our reporting obligations as a public company.


We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements from our principal shareholder, Barton PK, LLC. We currently do not have any arrangements in place for the completion of any further private placement financings and there is no assurance that we will be successful in completing any further private placement financings. There is no assurance that any financing will be available or if available, on terms that will be acceptable to us. We may not raise sufficient funds to fully carry out any business plan.


 Increased usage and familiarity with the Internet has driven rapid growth in online penetration of travel expenditures.  We believe that there is a meaningful opportunity to provide information on Macau travel opportunities to an American audience that is now comfortable with using the Internet to research travel opportunities. The presence of popular American gaming brands now in Macau is expected to be attractive to American travelers.





The first milestone of our business plan is to expand our website to include airline information, hotel information, reviews, and entertainment offerings from the major hotels and casinos in Macau.


We will look to establish revenues immediately after completing our build out which we estimate will be completed in July 2012.  We believe that we will be able to appeal to advertisers once we have a completed website. We can also sign up for services such as Google’s  Adsense which is generally open for admission by websites such as ours. Google’s Adsense pays fees on a pay per click basis to websites. There is no guarantee that anyone will click on these advertisements and we have not made any application to Google’s Adsense program at this time.  There is no guarantee that if a application is made that Macau4you.com will be accepted into the Google Adsense program.


Additionally, we intend to concentrate on the development of an experienced management team. Once our initial operations are sound, we intend to build our website to include special features such as a pay-per-click search function dedicated solely to travel from North America to Macau. We also intend to develop an email newsletter that will offer special news and potentially discounts from our advertising partners.  We will also work with hotels to offer “last minute specials” to sell excess inventory to our audience.  


We will need to personally establish relationships with the major airlines and hotels currently servicing Macau.  We intend to work with the American brands that have offices in the United States to make initial contacts.  We intend to maintain low general and administrative expenses.



We will need a minimum of $196,000 to satisfy our cash requirements for the next twelve months. We will not be able to operate if it we do not obtain equity financing through subsequent private offerings, or contributions from our principal

 

FACTORS THAT MAY AFFECT OUR FUTURE OPERATING RESULTS

 

We are subject to various risks which may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our common stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed.


THERE IS SUBSTANTIAL UNCERTAINTY ABOUT OUR ABILITY TO CONTINUE OUR OPERATIONS AS A GOING CONCERN

In their audit report dated January 13, 2012 ; our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our officers may be unwilling or unable to loan or advance any additional capital to us, we believe that if we do not raise additional capital, we may be required to suspend or cease the implementation of our business plan. See the  Audited Financial Statements - Auditors Report". Because we have been issued an opinion by its auditor that substantial doubt exists as to whether we can continue as a going concern it may be more difficult to attract investors.





We lack an operating history. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.


Since we are a young company, it is difficult to evaluate our business and prospects. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment. Our future operating results will depend on many factors, including the ability to generate sustained and increased demand and acceptance of our website, the level of our competition, and our ability to attract and maintain key management and employees. While management believes their estimates of projected occurrences and events are within the timetable of their business plan, there can be no guarantees or assurances that the results anticipated will occur.


Our business may never operate at a profit.



If we do not achieve profitability, our business may not grow or operate. We may not achieve sufficient revenues or profitability in any future period. We will need to generate revenues from the sales of advertising on our website, or take steps to reduce operating costs to achieve and maintain profitability. Even if we are able to generate revenues, we may experience price competition that will lower our gross margins and our profitability. If we do achieve profitability, we cannot be certain that we can sustain or increase profitability on a quarterly or annual basis.


If we do not raise additional funds, we not be able to operate our business and will have to stop development of  our business plan.


We may not be able to obtain additional funds that we will require. We do not presently have adequate cash from operations or financing activities to meet our short term or long-term needs. If unanticipated expenses, problems, and unforeseen business difficulties occur, which result in material delays, we will not be able to operate within our budget. If we do not achieve our internally projected sales revenues and earnings, we will not be able to operate within our budget. If we do not operate within our budget, we will require additional funds to continue our business. If we are unsuccessful in obtaining those funds, we cannot assure you of our ability to generate positive returns to the Company. Further, we may not be able to obtain the additional funds that we require on terms acceptable to us, if at all. We do not currently have any established third-party bank credit arrangements.  If the additional funds that we may require are not available to us, we may be required to curtail significantly or to eliminate some or all of our development, publishing, or sales and marketing programs.


If we need additional funds, we may seek to obtain them primarily through equity or debt financings. Such additional financing, if available on terms and schedules acceptable to us, if available at all, could result in dilution to our current stockholders and to you. We may also attempt to obtain funds through arrangement with corporate partners or others. Those types of arrangements may require us to relinquish certain rights to our intellectual property.





If Barton PK, LLC does not provide us with capital, we will cease operations.


We rely on funding from our sole shareholder, Barton PK,LLC and expect to continue to do so. There can be no assurance that Barton PK, LLC can or will supply us with some or all of the funds needed to complete our business plan.  We do not have a commitment verbal or written from Barton PK,LLC to provide us with additional funding at this time. The failure to secure additional financing from Barton PK, LLC will cause us to cease operations.



We are highly dependent on Peter Klamka, our President and CEO. The loss of Mr. Klamka, whose knowledge, leadership, and technical expertise upon which we rely, would harm our ability to execute our business plan.


We are largely dependent on Peter Klamka, our President and CEO, for specific proprietary technical knowledge and the Company market knowledge. Our ability to successfully market our website may be at risk from an unanticipated accident, injury, illness, incapacitation, or death of Mr. Klamka.  Upon such occurrence, unforeseen expenses, delays, losses and/or difficulties may be encountered. Our success may also depend on our ability to attract and retain other qualified management and sales and marketing personnel. We compete for such persons with other companies and other organizations, some of which have substantially greater capital resources than we do. We cannot give you any assurance that we will be successful in recruiting or retaining personnel of the requisite caliber or in adequate numbers to enable us to conduct our business.


If capital is not available to us to expand our business operations, we will not be able to pursue our business plan.


We will require  a minimum of $196,000 to complete our website and market it to consumers and potential advertising partners. Cash flows from operations, to the extent available, will be used to fund these expenditures. We intend to seek additional capital from loans from our shareholder and from public and private equity offerings. Our ability to access capital will depend on reaching certain milestones in our business plan such as attracting a sizable number of viewers. It will also be dependent upon the status of the capital markets at the time such capital is sought. Should sufficient capital not be available, the development of our business plan could be delayed and, accordingly, the implementation of the our business strategy would be adversely affected. In such event it would not be likely that investors would obtain a profitable return on their investments or a return of their investments.


 

External events that are beyond our control  such as natural disasters, terrorist attacks, or a recession may harm our business.

 

Events like the war with Iraq or the terrorist attacks on the U.S. in 2001 or the current global financial crisis have a negative impact on the travel industry. We are not in a position to evaluate the net effect of these circumstances on our business. In the longer term, our business might be negatively affected by financial pressures on the travel industry.  If such events result in a long-




term negative impact on the travel industry, such impact could have a material adverse effect on our business.


We may not be able to develop awareness of our brand name which we believe is critical to our success.

 

We believe that creating awareness of the Macau4You brand name is critical to achieving widespread acceptance of our business. Brand recognition is a key differentiating factor among providers of online advertising opportunities, and we believe it could become more important as competition in our industry increases. In order to maintain and build brand awareness, we must succeed in our marketing efforts. If we fail to successfully promote and maintain our brand, incur significant expenses in promoting our brand and fail to generate a corresponding increase in revenue as a result of our branding efforts, or encounter legal obstacles which prevent our continued use of our brand name, our business could be materially adversely affected.


 

We will not be able to attract travel and entertainment companies or Internet users if we do not build out our website and continually enhance and develop the content and features of our website.

 

We must complete the development of our website and continually improve the responsiveness, functionality and features of our website. We may not succeed in developing features and functions that travel and entertainment companies and Internet users find attractive. This could reduce the number of travel and entertainment companies and Internet users using our website and materially adversely affect our business.


 

We may not be able to access third party technology upon which we depend which could limit or curtail our business.

 

We use and will continue to require technology and software products from third parties, Our present website is hosted without charge on a server leased by our President, Peter Klamka. We do not have any contracts for any hosting services or website development and maintenance which we will need. We have no agreement with Peter Klamka for continued hosting of our site.   Technology may not continue to be available to us on commercially reasonable terms, or at all. Our business will suffer if we are unable to access this technology, to gain access to additional products or to build out our existing site.  This could cause delays in our development and introduction of new  features or enhancements of our existing website until equivalent or replacement technology can be accessed, if available, or developed internally, if feasible. If we experience these delays, our business could be materially adversely affected.


There is a high degree of risk that our website will not turn out to be commercially viable.


A website such as ours involves a high degree of risk that will not attract a sufficient number of consumers to become commercially viable. The costs building and marketing our website is




uncertain.  We cannot insure that we will develop a website that has the features that will be popular with the number of consumers necessary to attract paying advertisers.

 

Item 3. Controls and Procedures.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its   principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of September 30, 2012, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our system of internal controls over financial reporting during the nine months ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

 

None.

 

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

 

We raised $15,400  from 29 investors in a private sale of our securities. These sales were exempt from registration and were made to accredited investors.  

 

Item 3. Defaults Upon Senior Securities.



 

 

None.

 

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

 

 

None.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits and Reports on Form 8-K.

 

Exhibits

 

 

 

 

Incorporated by reference

Exhibit

number

Exhibit description

Filed

herewith

Form


 

1

 

31

Certification pursuant to Section 302 of the Sarbanes-Oxley Act

X

 

 

 

 

32

Certification pursuant to Section 906 of the Sarbanes-Oxley Act

X

 

 



 

 

 


 



SIGNATURES

 

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

 

WTTJ Corp

 

 

By:/s/ Peter Klamka                                                         

 

Peter Klamka, President,

 Chief Executive Officer


Date: January 31, 2013



BY: /s/ Peter Klamka

Chief Financial Officer

 

Date: January 31, 2013