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, 2013

 

☐

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

 

For the transition period from ___ to ___

 

Commission file number: 000-30529

 

WINGS & THINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	87-0464667 (I.R.S. Employer Identification No.)
#313, 455 East 400 South, Salt Lake City, Utah (Address of principal executive offices)	84111 (Zip Code)

 

(801) 323-2395

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 ☑ No ☐

 

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).

Yes ☑ No ☐ The registrant does not have a Web site.

 

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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer            ☐	Accelerated filer ☐
Non-accelerated filer             ☐	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 ☑ No ☐

 

The number of shares outstanding of the registrant’s common stock as of November 4, 2013 was 18,000,000.

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements		2
	Condensed Balance Sheets		3
	Condensed Statements of Operations		4
	Condensed Statements of Cash Flows		5
	Notes to the Unaudited Condensed Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		7
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		9
Item 4.	Controls and Procedures		9
PART II - OTHER INFORMATION
Item 6.	Exhibits		10
	Signatures		11

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

WINGS & THINGS, INC. 

(A Development Stage Company)

Financial Statements 

September 30, 2013 

(Unaudited)

 

Wings & Things, Inc.

(A Development Stage Company)

Condensed Balance Sheets

 

		SEPT 30, 2013				DEC 31, 2012
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	4,829			$	95
Total current assets			4,829				95
Total assets		$	4,829			$	95
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable		$	34,800			$	24,294
Loans			140,400				125,400
Accrued interest			24,146				16,154
Total current liabilities			199,346				165,848
Total liabilities			199,346				165,848
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 20,000,000 shares authorized; 18,000,000 shares issued and outstanding			18,000				18,000
Additional paid-in capital			9,000				9,000
Deficit accumulated during the development stage			(221,517	)			(192,753	)
Total stockholders' equity			(194,517	)			(165,753	)
Total liabilities and stockholders' equity		$	4,829			$	95

 

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

Wings & Things, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)

		FOR THE THREE MONTHS ENDED SEPT 30, 2013				FOR THE THREE MONTHS ENDED SEPT 30, 2012				FOR THE NINE MONTHS ENDED SEPT 30, 2013				FOR THE NINE MONTHS ENDED SEPT 30, 2012				FROM INCEPTION ON MAR 11, 1986 TO SEPT 30, 2013
Revenues		$	--			$	--			$	--			$	--			$	--
Expenses
General and administrative			5,750				6,332				20,772				22,780				197,371
Total expenses			5,750				6,332				20,772				22,780				197,371
Net loss before other income (expense)			(5,750	)			(6,332	)			(20,772	)			(22,780	)			(197,371	)
Other income (expense)
Interest expense			(2,794	)			(2,140	)			(7,992	)			(6,413	)			(24,146	)
Total other income (expense)			(2,794	)			(2,140	)			(7,992	)			(6,413	)			(24,146	)
Loss from operations before income taxes			(8,544	)			(8,472	)			(28,764	)			(29,193	)			(221,517	)
Income taxes			—				—				—				—				—
Net loss		$	(8,544	)		$	(8,472	)		$	(28,764	)		$	(29,193	)		$	(221,517	)
Basic and diluted net loss per share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding			18,000,000				18,000,000				18,000,000				18,000,000

 

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

Wings & Things, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited) 

		FOR THE NINE MONTHS ENDED SEPT 30, 2013				FOR THE NINE MONTHS ENDED SEPT 30, 2012				FROM INCEPTION ON MAR 11, 1986 TO SEPT 30, 2013
Cash Flows from Operating Activities
Net Loss		$	(28,764	)		$	(29,193	)		$	(221,517	)
Adjustments to reconcile net loss to cash provided (used) by operating activities:
Depreciation and amortization			—				—				17,000
Stock issued for services			—				—				10,000
Changes in assets and liabilities:
Increase in accounts payable and accrued liabilities			10,506				12,600				34,800
Increase in accrued interest			7,992				6,413				24,146
Net cash provided (used) by operating activities			(10,266	)			(10,180	)			(135,571	)
Cash Flows from Investing Activities
Net cash provided (used) by investing activities			—				—				—
Cash Flows from Financing Activities
Proceeds from notes payable			15,000				10,000				140,400
Net cash provided (used) by financing activities			15,000				10,000				140,400
Increase (decrease) in cash			4,734				(180	)			4,829
Cash and cash equivalents at beginning of period			95				280				—
Cash and cash equivalents at end of period		$	4,829			$	100			$	4,829
Supplemental Cash Flow Information:
Cash paid for interest		$	—			$	—			$	—
Cash paid for income taxes		$	—			$	—			$	—
Non-Cash Investing and Financing Activities
Stock issued for marketing rights		$	—			$	—			$	17,000
Converted accounts payable and advances into loans		$	—			$	—			$	97,000

 

 

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

 

Wings & Things, Inc.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

September 30, 2013

 

 

NOTE 1 – Condensed Financial Statements

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended September 30, 2013 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements as reported in its Form 10-K. The results of operations for the period ended September 30, 2013 are not necessarily indicative of the operating results for the full year ended December 31, 2013.

 

NOTE 2 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies.

 

NOTE 3 – Subsequent Events

 

The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.

  

 In this report references to “Wings & Things,” “the Company,” “we,” “us,” and “our” refer to Wings & Things, Inc.

 

FORWARD LOOKING STATEMENTS

 

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

 

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

 

Executive Overview

 

We are a development stage company and have not recorded revenues for the past two fiscal years. We are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

 

As of the date of this report, our management has not had any discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. In addition, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

 

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

Management anticipates that the struggling global economy will restrict the cash available for business opportunities and will restrict the number of such transactions available to us. There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.

If we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933. We do not currently intend to make a public offering of our stock. We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.

 

Liquidity and Capital Resources

 

We have not recorded revenues from operations since inception. We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon loans other parties to provide and pay for professional expenses. At September 30, 2013, we had $4,829 in cash compared to $95 at December 31, 2012. Our total liabilities increased from $165,848 at December 31, 2012 to $199,346 at September 30, 2013. The increase primarily represents loans of $15,000 and accounts payable of $14,050 related to advances and consulting fees and accounts payable for professional services provided by or paid on our behalf by a shareholder during the nine month period ended September 30, 2013 (“2013 nine month period”).

 

We intend to obtain capital from management, significant stockholders and third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

 

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through advances and loans provided by management, significant stockholders or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.

 

Results of Operations

 

We did not record revenues in the nine month periods ended September 30, 2012 and 2013. General and administrative expense decreased from $22,780 for the nine month period ended September 30, 2012 (“2012 nine month period”) to $20,772 for the 2013 nine month period. General and administrative expense decreased from $6,332 for the three month period ended September 30, 2012 (“2012 second quarter”) to $5,750 for the 2013 second quarter. The decrease in general and administrative expense in the 2013 interim periods primarily reflects reduced professional expenses.

 

Total other expense represents interest expense on loans. Total other expense increased in the 2013 interim periods as compared to the 2012 interim periods as a result of borrowing to fund our operations.

 

Accordingly, our net loss decreased from $29,193 for the 2012 nine month period to $28,764 for the 2013 nine month period and increased from $8,472 for the 2012 second quarter to $8,544 for the 2013 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

 

Obligations

 

At September 30, 2013 we recorded total loans of $140,400. These loans are non-collateralized, carry interest at 8% and are due on demand.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or 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 and would be considered material to investors.

 

Critical Accounting Policies

 

We qualify as an “emerging growth company” under the recently enacted Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

 

•

Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 

•

Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”

 

•

Obtain shareholder approval of any golden parachute payments not previously approved; and

 

•

Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executives compensation to median employee compensation.

 

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

 

Changes to Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

 

PART II – OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Part I Exhibits

No.	Description
31.1	Principal Executive Officer Certification
31.2	Principal Financial Officer Certification
32.1	Section 1350 Certification

 

Part II Exhibits

No.	Description
3(i)	Articles of Incorporation (Incorporated by reference to exhibit 2.1 of Form 10-SB, File No. 000-30529, filed November 1, 2000)
3(ii)	Bylaws of Wings & Things, Inc. (Incorporated by reference to exhibit 2.3 of the Form 10-SB, File No. 000-30529, filed November 1, 2000)
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

 

 

 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.

 

	WINGS & THINGS, INC.
Date: November 11, 2013	By:	/s/ Greg L. Popp
		Greg L. Popp President and Director
		Principal Financial Officer