Gepco, Ltd. - FORM 10-Q - November 14, 2013

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Gepco, Ltd.	Financial_Report.xls
EX-31.2 - CERTIFICATION - Gepco, Ltd.	gepco_10q-ex3102.htm
EX-31.1 - CERTIFICATION - Gepco, Ltd.	gepco_10q-ex3101.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Gepco, Ltd.	gepco_10q-ex3202.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Gepco, Ltd.	gepco_10q-ex3201.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

S	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: 000-53559

Gepco, Ltd. (Formerly Wikifamilies, Inc.)

(Name of small business issuer specified in its charter)

Nevada		80-0214025
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

9025 Carlton Hills Blvd. Ste. B
Santee, CA 92071		92071
(Address of principal executive offices)		(Zip Code)
	(909) 708-3708
	(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 Exchange Act 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 S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files). Yes S No £

Indicate by check mark whether the registrant is a large accelerated filer, a non –accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.

Large accelerated filer £		Accelerated filer £

Non-accelerated filer £		Smaller reporting company S

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

As of October 31, 2013, the issuer had 43,582,555 shares of common stock (“Common Stock”) issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying financial statements of Gepco, Ltd. ( the “Company”, “Gepco, Ltd.”, “we” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on Form 10-K filed with the Commission.

Gepco, Ltd. (Formerly Wikifamilies, Inc.)

(A Development Stage Company)

Consolidated Balance Sheets

	September 30, 2013 (Unaudited)			December 31, 2012
ASSETS

TOTAL ASSETS	$	–		$	–

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Liabilities
Accounts payable and accrued liabilities		25,283			16,087
Accounts payable and accrued liabilities, related party		–			40,000
Convertible notes (net of discount of $126,542 and nil respectively)		66,156			–
Advances payable		1,261			142,509
Notes payable to related parties - in default		50,000			50,000
Total Liabilities		142,700			248,596

Stockholders' Equity (Deficit)
Common stock, $.001 par value, 100,000,000 shares authorized, 41,582,555 and 21,747,075 shares issued and outstanding respectively		41,583			21,747
Paid in capital		1,272,341			953,259
Other comprehensive income/(loss)		27,045			27,045
Deficit accumulated during development stage		(1,483,669	)		(1,250,646	)
Total Stockholders’ Equity (Deficit)		(142,700	)		(248,596	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	–		$	–

See notes to consolidated financial statements.

Gepco, Ltd. (Formerly Wikifamilies, Inc.)

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Three Months Ended September 30, 2012 (Restated)			Nine Months Ended September 30, 2012 (Restated)			From February 15, 2011 (Inception) to September 30, 2013

Revenue	$	–		$	–		$	–		$	–		$	–
Cost of goods sold		–			–			–			–			–
Gross profit/(loss)		–			–			–			–			–

Operating expenses
General and administrative		10,599			16,744			43,688			104,785			324,022
Legal and accounting		19,404			114,797			(2,358	)		133,391			395,262
Research and development		–			–			–			–			285,448
Total expenses		30,003			131,541			41,330			238,176			1,004,732

Ordinary loss		(30,003	)		(131,541	)		(41,330	)		(238,176	)		(1,004,732	)

Other income/(expense)		(7,617	)		(101,482	)		–			(37,487	)		(164,538	)

Loss from continuing operations		(37,620	)		(233,023	)		(41,330	)		(275,663	)		(1,169,270	)
Loss from discontinued operations		–			–			(14,581	)		(299,883	)		(314,399	)

Net loss	$	(37,620	)	$	(233,023	)	$	(55,911	)	$	(575,546	)	$	(1,483,669	)

Net loss per share
Loss from continuing operations	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
Loss from discontinued operations		–			–			(0.00	)		(0.01	)
Loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)

Weighted average common shares		41,582,555			33,953,524			45,956,838			45,956,838

See notes to consolidated financial statements.

Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013			Three Months Ended September 30, 2012 (Restated)			Nine Months Ended September 30, 2012 (Restated)			From February 15, 2011 (Inception) to September 30, 2013

Net loss	$	(37,620	)	$	(233,023	)	$	(55,911	)	$	(575,546	)	$	(1,483,669	)

Gain/(loss) on foreign currency conversion		–			–			–			13,440			27,045

Total comprehensive loss	$	(37,620	)	$	(233,023	)	$	(55,911	)	$	(562,106	)	$	(1,456,624	)

See notes to consolidated financial statements.

Gepco, Ltd. (Formerly Wikifamilies, Inc.)

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended September 30, 2013			For the Nine Months Ended September 30, 2012 (Restated)			From February 15, 2011 (Wikfamilies SA Inception) to September 30, 2013
Cash flows from operating activities
Net income/(loss)	$	(233,023	)	$	(575,546	)	$	(1,483,669	)

Non-cash transactions to reconcile cash used in operations
Depreciation and amortization	$	–		$	–		$	24,042
Bad debt		–			–			155,390
Imputed interest		3,915			–			3,915
Options issued for interest		–			37,487			37,487
Stock issued for services		29,700			155,390			29,700
Amortization of debt discount		94,582			–			94,582
Other than temporary loss on investment					–			–
Disposal of assets, Allianex business		–			–			2,399

Cash used in operations
Accounts receivable		–			–			75,000
Accounts payable and accrued liabilities		53,589			(116,427	)		113,834
Accounts payable and accrued liabilities related parties		–			259,175			259,175
Prepaid expenses		–			32,169			11,461
Total cash used in operations		(51,237	)		(207,752	)		(676,684	)

Cash flows from investing activities
Purchase of fixed assets		–			–			(24,042	)
Total cash used in investing activities		–			–			(24,042	)

Cash from financing activities
Stock sales		–			25,000			306,775
Cash surrendered for rescission		–			(22,811	)		(22,811	)
Proceeds from debt related parties		–			50,000			220,245
Advances due to related parties		51,237			117,867			169,104
Total cash from financing activities		51,237			170,056			673,313

Effect of foreign currency exchange rate		–			13,440			27,045

INCREASE (DECREASE) IN CASH		–			(24,256	)		(368	)

BEGINNING CASH		–			24,256			368

ENDING CASH	$	–		$	–		$	–

Supplemental disclosure of cash flow information:
Interest paid	$	–		$	194		$	5,627
Income taxes paid	$	–		$	–		$	–

Supplemental disclosure of non-cash investing activities:
Effect of reverse merger	$	–		$	–		$	64,582
Transfer of AP and advances to convertible notes		276,875			–			276,875
Common shares for conversion of convertible debt		84,177						84,177

See notes to consolidated financial statements.

Gepco, Ltd. (Formerly Wikifamilies, Inc.)

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

For the period ended September 30, 2013

NOTE 1: HISTORY OF OPERATIONS

Gepco, Ltd. (formerly Wikifamilies, Inc. “Gepco, Ltd.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd.

The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business. The leasing business generated minimal revenues since inception and has been discontinued.

On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. generated nominal revenues since the acquisition and the assets were disposed of on December 22, 2011.

On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition is treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

On September 7, 2012, Wikifamilies Inc., entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET was to be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies Inc.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This rescission unwinds the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees and expenses to the founders.

On September 10, 2012 the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as members of the Board of Directors.

On September 10, 2012, following the Appointment of the new directors, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as director and Chief Financial Officer effective September 13, 2012 and Malcolm Hutchinson resigned his position as director and Chief Executive Officer effective September 13, 2012.

The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the state of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company.

On April 2, 2013 the State of Nevada granted custodianship of the Company to Trisha Malone, the former Chief Financial Officer and a former Director of the Company, giving her the authority to appoint new officers and directors, to send notice to all stockholders of record noticing a meeting on at least ten (10) days notice, to pay all fees owed to the SEC and make all necessary filings with the SEC to bring the Company's filings current. The court also ordered that all common stocks issued as a result of the Exchange Agreement entered into between the Company and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012, were declared null and void and should be immediately returned to the Company or its transfer agent for cancellation and that the Technology Licensing Agreement between the Company and Clairnet, Limited, a Hong Kong corporation, dated September 7, 2012, was declared null and void. With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.

On May 8, 2013, the Company entered into a Share Purchase Agreement with John Pena and JP09 & Associates, Inc. (collectively, “Seller”) pursuant to which the Company shall purchase 60% of the issued and outstanding capital stock (“Shares”) of RC One, Inc., a Nevada corporation (“RC”). The purchase price for the Shares shall be $807,651 to be paid as follows: (i) at closing by satisfaction by the Company of a promissory note of Seller owed to the Company in the amount of $207,651 including interest; and (ii) in installment payments by the Company of $50,000 per month over the next 12 months commencing on the first month anniversary of the Closing Date and continuing on each subsequent month anniversary for 11 consecutive months. The transaction was scheduled to close no later than August 31, 2013 per the Share Purchase Agreement. As the Company has been unable to satisfactorily complete its due diligence, this transaction has been cancelled.

On August 27, 2013, the Company held a Special Meeting of Shareholders. At the Special Meeting, the Shareholders of the Company approved the change in the Corporation’s name from Wikifamilies, Inc. to Gepco, Ltd. On September 11, 2013, the Company filed an amendment to its Articles of Incorporation to, inter alia , change its name to Gepco, Ltd. from Clairnet, Ltd. (Wikifamilies, Inc.) In conjunction with the amendment, the Company filed with FINRA to change its name and ticker symbol. Effective October 8, 2013, the Company’s common stock, which was previously traded under the ticker symbol “WFAM” on the OTCQB market, began trading under the new ticker symbol “GEPC”.

On October 15, 2013, the Company entered into a Stock Purchase Agreement with Gemvest, Ltd. (the “Seller”) pursuant to which the Company shall purchase 100% of the issued and outstanding capital stock (“Shares”) of Gemvest, Ltd., a Nevada corporation (“Gemvest”). The purchase price for the Shares shall be 150,000,000 shares of the Company’s Common Stock. Closing of the agreement is subject to several closing conditions and is expected to occur on November 30, 2013 but no later than December 31, 2013.

Unless the context otherwise requires, references to the “Company” mean the Company and its former subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Gepco, Ltd. unless otherwise stated.

NOTE 2: GOING CONCERN

The Company has not generated any significant revenue since inception and has funded its operations primarily through the issuance of equity. We are presently a shell corporation with no operations and no revenues. We are in the process of identifying an operating entity to acquire. Accordingly, the Company’s ability to identify and accomplish a business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Gepco, Ltd. and until its disposition, its formerly 100% wholly-owned subsidiary, Wikifamilies SA. All intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Foreign Currency Translation

The financial statements of the Company’s formerly 100% wholly-owned subsidiary, Wikifamilies SA, were measured using the local currency (the Swiss Franc (CHF) is the functional currency). Assets and liabilities of Wikifamilies SA were translated at exchange rates as of the balance sheet date. Revenues and expenses were translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments were recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations.

Discontinued Operations

In accordance with Accounting Standards Codification Topic No. 205-20 “Presentation of Financial Statements – Discontinued Operations” (ASC 205-20), the results of operations of a component of the entity that either has been disposed of or is classified as held for sale is reported as discontinued operations if both of the following conditions are met:

The operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction.

The entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

In a period in which a component of an entity either has been disposed of or is classified as held for sale, the income statement of the Company for current and prior periods will report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The results of operations of a component classified as held for sale shall be reported in discontinued operations in the period(s) in which they occur.

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

evidence of an arrangement exists;

delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

transaction costs can be reliably measured;

the selling price is fixed or determinable; and

collectability is reasonably assured.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually.

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Investments

Investments presently consist of funds invested in debt securities available for sale. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320). Investments in debt securities that are classified as available for sale and equity securities that have readily determined fair values that are classified as available for sale are measured subsequently at fair value.

Intangible Assets

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company has capitalized development costs incurred after the technological feasibility of our Wikifamilies.com product had been established until the product was available for general release to customers. In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives).

Beneficial Conversion Feature of Convertible Notes Payable

The convertible feature of certain of our convertible notes payable provides for a rate of conversion that was at market value at the time of issuance but below market value at market close on the same day. Such feature is normally characterized as a “Beneficial Conversion Feature” (“BCF”). Pursuant to Accounting Standards Codification Topic 470-20-25 “Debt” (ASC 470-20-25), the estimated fair value of the BCF is recorded in the consolidated financial statements as a discount from the face amount of the notes. Such discounts are amortized to accretion of convertible debt discount over the term of the notes (or conversion of the notes, if sooner).

At September 30, 2013 the Company recorded a debt discount of $221,125. During the nine months ended September 30, 2013, the Company recorded amortization of the BCF in connection with convertible notes with a principal value of $276,875 in the amount of $94,582. This amount has been reported as a component of interest expense in the consolidated statement of operations. The debt discount balance at September 30, 2013 was $126,542 net of amortization.

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to 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. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

NOTE 4: WIKIFAMILIES SA ACQUISITION AND DISPOSAL

On March 23, 2011, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Wikifamilies SA, a corporation organized under the laws of Switzerland, and the shareholders of Wikifamilies SA, Malcolm Hutchinson, Robert Coleridge, Rigosa Finance Limited, and TC Holdings LLC (collectively, the “Wikifamilies SA Shareholders”). Pursuant to the Exchange Agreement, on May 20, 2011, the Company purchased all of the outstanding securities of Wikifamilies SA from the Wikifamilies SA Shareholders in exchange for an aggregate amount of 31,500,000 shares of Common Stock of the Company, valued at approximately $.24 per share, (“Wikifamilies, Inc. Shares”), which at closing represented approximately 67.99% of the Company’s outstanding Common Stock.

As a result of the Wikifamilies acquisition, Wikifamilies SA became a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the merger was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement (the “Wikifamilies SA Rescission Agreement”), whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Wikifamilies SA Rescission Agreement unwinds the March 23, 2011, Exchange Agreement between the two parties. Wikifamilies SA agreed to return the remaining 26,925,000 shares of common stock in their possession to the Company’s treasury, being the full remaining balance of the original 31,500,000 shares of common stock tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA and the Company forgave all intercompany loans from the Company to Wikifamilies SA in full compensation for non-payment of salaries, fees and other expenses owed to the founders. The income statement of the Company for current and prior periods now report the results of operations of Wikifamilies SA, including any gain or loss recognized, in discontinued operations.

Assets and Liabilities Disposed Of	Amount
Cash	$	22,811
Prepaid expenses		3,539
Accounts payable		(38,300	)
Accrued expenses		(12,136	)
Accrued salaries		(219,175	)
Net assets disposed of	$	(243,261	)

The 26,925,000 shares of common stock returned to the Company’s treasury by Wikifamilies SA were cancelled by the Company.

NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10 35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at September 30, 2013.

In accordance with ASC 820, the following table presents the Company’s fair value hierarchy for its financial assets (investments) as of September 30, 2013 and December 31, 2012:

Level	September 30, 2013	December 31, 2012
Level 1	–	–
Level 2	–	–
Level 3	–	–

NOTE 6: FIXED ASSETS

In 2012 the Company purchased computer equipment in the amount of $873. The Company determined it was necessary to record an impairment of this asset as of December 31, 2012. The $873 is part of the total asset impairment recorded by the Company for the year ended December 31, 2012.

Asset Classification	September 30, 2013		December 31, 2012

Computer Equipment	$	–	$	873
		–		873
Less Accumulated Depreciation		–		–
Less Impairment		–		(873	)
Net Book Value	$	–	$	–

NOTE 7: NOTES PAYABLE

Through September 30, 2013 Suprafin, Ltd. loaned the Company a total of $103,944 for working capital needs and assumed $38,565 in loans due for a total loan balance of $142,509 as of September 30, 2013. These loans were provided at no interest, payable on demand. On April 16, 2013 the Board of Directors elected to issue a Convertible Note to Suprafin, Ltd. for loans for past expenses paid totaling $141,461, the total amount due to Suprafin, Ltd. as of April 16, 2013. This note is convertible into shares of the Company’s Common Stock at $.005 per share. The balance due to Suprafin, Ltd. under the original loan not replaced by the Convertible Note is $1,261.

Through September 30, 2013 Sunatco, Ltd. loaned the Company a total of $51,237 for working capital needs. These loans were provided at no interest, payable on demand. On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for loans for expenses paid on behalf of the Company. This note is convertible into shares of the Company’s Common Stock at $.01 per share.

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on September 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2012. The loan is currently in default. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. As the options were in lieu of interest, we recorded an interest expense as of December 31, 2012 of $37,487. The fair value of the options in lieu of interest expenses is valued using Black-Sholes option-pricing model. The loan was not repaid as of September 30, 2013.

NOTE 8: CONVERTIBLE NOTES

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered which had been previously been recorded as accrued salaries, see Note 9: RELATED PARTY TRANSACTIONS, to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177, and to Suprafin, Ltd. in the amount of $141,461 for past expenses paid on behalf of the Company which had previously been recorded as note payable, see Note 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.005 per share. The Company evaluated beneficial conversion feature as of issuance date of the Convertible Notes and recorded debt discount in the amount of $221,125. Debt discount is amortized over term of the Convertible Notes or at conversion of the note if earlier.

On April 16, 2013 Trisha Malone requested that her $40,000 Convertible Note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 Convertible Note be converted to 8,835,480 shares of Common Stock. As these Convertible Notes were converted within the conversion term, there was no gain or loss on the conversion. The Company imputed interest at 10% per annum on the Convertible Note for Suprafin, Ltd. Imputed interest in the amount of $3,488 was recorded as additional paid in capital as of September 30, 2013. For the nine months ended September 30, 2013, the Company recorded debt discount amortization expenses of $94,582.

On August 21, 2013 the Board of Directors elected to issue a Convertible Note to Sunatco, Ltd. up to $100,000 for loans for expenses paid on behalf of the Company. Through September 30, 2013, Sunatco, Ltd. loaned the Company a total of $51,237 for working capital needs including $37,601 in past expenses paid on behalf of the Company which had previously been recorded as note payable, see Note 7: NOTES PAYABLE. These Convertible Notes are convertible into shares of the Company’s Common Stock at $.01 per share. The $.01 per share represented the closing price of the Company’s Common stock on August 21, 2013 and therefore does not contain a beneficial conversion feature.

NOTE 9: RELATED PARTY TRANSACTIONS

Common Stock Issuances

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash.

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, the Company agreed to issue, and Ms. de Maison agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

Ms. de Maison has invested a total of $185,737 in monthly installments under this agreement for the purchase of 742,947 shares purchased as of December 31, 2011. Ms. de Maison resigned her position as Director of the Company in August 2011 and presently has no obligation to purchase any additional shares under this agreement.

On February 7, 2012 the Board of Directors of the Company elected to issue equity awards to directors Thomas Hudson and Stephen Brown. 150,000 restricted shares of Common Stock were issued to Mr. Hudson and 100,000 shares of Common Stock were issued to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and Corporate Counsel, David Price. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price. The fair market value closing price on the day of the grants was $0.098 per share. The value of these shares at the market closing price was recorded as legal and professional fee expense.

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered, Suprafin, Ltd. for past expenses paid totaling $141,461, and to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177. These notes are convertible into shares of the Company’s Common Stock $.005 per share. Trisha Malone requested that her $40,000 note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 note be converted to 8,835,480 shares of Common Stock.

Also on April 16, 2013 the Board of Directors granted Trisha Malone 2,000,000 shares of Common Stock valued at $19,800 as advance payment for services to be performed as Chief Executive Officer, Chief Financial Officer and Secretary of the corporation and granted Larry A. Zielke 1,000,000 shares of Common Stock valued at $9,900 as advance payment for services to be performed as Vice President of the Corporation.

Capital Contribution

On November 29, 2009, Ms. de Maison gifted the URL “sendaprayer.com” to the Company. This asset was originally recorded at the cost incurred by Ms. de Maison to purchase the URL.

Loans from Thomas Hudson

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was due on September 30, 2013 and is currently in default. See Note 7: Notes Payable.

Loans from Angelique de Maison

During the year ended December 31, 2009, Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year, and an additional $5,000 for additional start-up costs at no interest. These loans were applied to the purchase of Common Stock (including $327 in accrued interest) on December 1, 2010 as discussed below.

On March 31, 2010, Ms. de Maison agreed to purchase from the Company, subject to certain conditions, upon the Company’s demand at any time on or prior to June 30, 2011, a note in the amount $520,000. During the year ended December 31, 2010, a total of $300,273.24 was borrowed pursuant to this note. The note was unsecured, not convertible and bore interest at the rate of 10% per annum, payable quarterly, and was due and payable on December 31, 2012. As discussed below, the outstanding balance on the note was cancelled on December 1, 2010.

From November 2011 through June 2012, Ms. de Maison loaned the Company a total of $38,565 for working capital needs. These loans were provided at no interest, payable on demand. Ms. de Maison subsequently assigned her interest in these loans to Suprafin, Ltd. and the balance due to Ms. de Maison is $0 as of December 31, 2012.

Accrued Salaries

All unpaid accrued salaries due to Wikifamilies SA employees were cancelled with the Wikifamilies SA Rescission Agreement in which the Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA and the Company forgave all intercompany loans from the Company to Wikifamilies SA in full compensation for non-payment of salaries, fees and other expenses owed to the founders.

On April 16, 2013 the Board of Directors elected to issue a Convertible Note to Trisha Malone in the amount of $40,000 for accrued salaries for past services rendered and on the same day Trisha Malone requested that her Convertible Note be converted to shares of Common Stock. As of September 30, 2013 there were no accrued salaries due.

NOTE 10: STOCK-BASED COMPENSATION

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on September 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to September 30, 2013. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. The loan was not repaid as of September 30, 2013. As the options were in lieu of interest, we recorded an interest expense at September 30, 2012 of $37,487, the fair value of the options. The fair value for options granted was estimated at the date of grant using the Black-Scholes option-pricing model was $0.1874.

The fair value for stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used are as follows:

	February 14, 2012

Expected dividend yield		0	%
Risk-free interest rate		0.40	%
Expected volatility		198.60	%
Expected option life (in years)		1.5

NOTE 11: INCOME TAXES

The Company incurred net losses for the nine months ended September 30, 2013 and therefore had no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net loss carry forward is approximately $1,056,896 and $1,161,724 as of December 31, 2012 and September 30, 2013 respectively. The Company’s loss carry forward will expire beginning in the year 2028.

NOTE 12: COMMON STOCK

In January and February 2009, 513,000 shares of Common Stock were sold to investors at a purchase price of $0.025 per share, for a total of $12,825 in cash. See Note 13: FORWARD SPLIT.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash. See Note 9: RELATED PARTY TRANSACTIONS.

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The Company issued 6,498,128 shares of Common Stock upon exercise of this option in November and December 2010. See Note 9: RELATED PARTY TRANSACTIONS.

On June 4, 2010, in connection with the Allianex acquisition, the Company issued 575,000 shares of our Common Stock.

On December 28, 2010, the Company issued 143,000 shares of our Common Stock to Lenco Mobile Inc. to settle Lenco’s assertion that it had earned and was due shares from the Company and Kenneth Rotman in connection with the acquisition of the assets of Allianex, LLC. These shares of Common Stock were issued at a value of approximately $.08 per share.

In February 2011, 100,000 of Wikifamilies SA shares were issued to the Wikifamilies, S.A founders and were valued at $1 per share. $50,000 CHF was received in cash, and $50,000 CHF was used to settle advances due to related party. The 100,000 shares were recast based on the ratio in the Exchange Agreement. See NOTE 4: WIKIFAMLIES ACQUISITION.

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and an additional 600,000 shares of Common Stock at a purchase price of $.25 per share on May 20, 2011 upon closing of the transactions contemplated in the Stock Purchase Agreement. On September 1, 2011, the Company issued an additional 742,947 shares of Common Stock to Angelique de Maison at a purchase price of $.25 per share for monthly installment payments in accordance with this Stock Purchase Agreement. 300,000 shares were issued for cash at $0.25, and 442,947shares valued at $0.25 per share were issued to settle $110,737 in advances due to Ms. de Maison. See NOTE 9: RELATED PARTY TRANSACTIONS.

On May 20, 2011 the Company issued 31,500,000 shares of Common Stock to the shareholders of Wikifamilies SA upon closing of the Exchange Agreement with Wikifamilies SA as described in NOTE 4: WIKIFAMLIES ACQUISITION.

On January 10, 2012 Kirkland Trading SA purchased 100,000 shares of Common Stock for $.25 per share for a total of $25,000.

On February 7, 2012 the Company issued 150,000 restricted shares of Common Stock to Mr. Hudson and 100,000 shares of Common Stock to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense. See NOTE 9: RELATED PARTY TRANSACTIONS.

On April 4, 2012 the Board of Directors of the Company elected to issue equity awards to a consultant in lieu of payment. 100,000 restricted shares of Common Stock were issued. The fair market value on the day of the grant was $0.14 per share. The fair market value of the closing price per shares was recorded as legal and professional expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and consultants David Price and Rick Wesley. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price and 50,000 shares were issued to Mr. Wesley. The fair market value on the day of the grants was $0.098 per share. The fair market value of these shares at the market closing price was recorded as legal and professional fee expense.

NOTE 13: FORWARD SPLIT

Effective May 1, 2009, the Company effected a 40-1 forward split of its common share capital.

NOTE 14: NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

NOTE 15: RESTATEMENT

The Company has identified impairment charges and other adjustments which required the restatement of amounts previously reported on our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as of September 30, 2012.

The following is a summary of the impact of these restatements on the Company’s Consolidated Statements of Operations as of September 30, 2012:

	Three Months Ended September 30, 2012						Three Months Ended September 30, 2012			Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	As previously reported			Error correction			As restated			As previously reported			Error correction			As restated

Revenue	$	–		$	–		$	–		$	–		$	–		$	–
Gross profit		–			–			–			–			–			–

Operating expenses
General and administrative		43,688			–			43,688			111,744			(6,959	)(a)		104,785
Legal and accounting		(2,358	)		–			(2,358	)		142,745			(9,354	)(a)		133,391
Total expenses		41,330			–			41,330			254,489			(16,313	)		238,176

Other expense		208,632			(208,632	)(b)		–			406,119			(368,632	)(b)		37,487

Ordinary loss from continued operations		(249,962	)		–			(41,330	)		(660,608	)		384,945			(275,663	)
Loss from discontinued operations		(14,581	)		–			(14,581	)		(266,184	)		(33,699	)(b)		(299,883	)

Net loss	$	(264,543	)	$	–		$	(55,911	)	$	(926,792	)	$	351,246		$	(575,546	)

Gain/(loss) on foreign currency conversion		–			–			–			13,440			–			13,440
Total comprehensive loss	$	(264,543	)	$	–		$	(55,911	)	$	(913,352	)	$	351,246		$	(562,106	)

(a ) Reclass Wikifamilies SA expenses to loss from discontinued operations.
(b) Reverse impairments made in 2012 deemed to be impaired prior to the reverse merger in 2011.

The following is a summary of the impact of these restatements on the Company’s Statement of Cash Flows as of September 30, 2012:

	Nine Months Ended September 30, 2012						Nine Months Ended September 30, 2012
	As previously reported			Error correction			As restated

Cash flows from operating activities
Net loss	$	(926,792	)	$	351,245	(a)	$	(575,546	)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		35,888			(35,888	)(b)		–
Bad debt		155,000			(155,000	)(d)		–
Asset impairment		90,000			(90,000	)(d)		–
Stocks issued for services		155,390			–			155,390
Stocks due for interest		37,487			–			37,487
Other than temporary loss on investment		123,632			(123,632	)(d)		–
Disposal of assets, Allianex business		–			–			–
Cash used in operations								–
Increase/(decrease) in accounts payable		(107,074	)		(9,352	)(a)		(116,426	)
Increase/(decrease) in accrued expenses related party		259,175			–			259,175
Decrease/(increase) in prepaid expenses		32,169			–			32,169
Total cash used in operations		(145,125	)		(62,627	)		(207,751	)

Cash flows from investing activities
Purchase of fixed assets		(873	)		873	(b)		–
Purchase of intangible assets		(68,714	)		68,714	(c)		–
Total cash used in investing activities		(69,587	)		69,587			–

Cash from financing activities
Proceeds from the sale of stock		25,000			–			25,000
Cash surrendered for rescission		(22,811	)		–			(22,811	)
Advances due to related parties		124,827			(6,960	)(a)		117,867
Proceeds from notes payable, related parties		50,000			–			50,000
Total cash provided by financing activities		177,016			(6,960	)		170,056

Effect of foreign currency exchange rate on cash		13,440			–			13,440

INCREASE/(DECREASE) IN CASH		(24,256	)		–			(24,256	)

BEGINNING CASH		24,256			–			24,256

ENDING CASH	$	–		$	–		$	–

(a) Record adjustments made to the Statements of Operations.

(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse meger and reclass amortization to discontinued operations.

(d) Reverse impairments made in 2012 deemed to be impaired prior to the reverse merger in 2011.

The following is a summary of the impact of these restatements on the Company’s Consolidated Balance Sheet as of September 30, 2012:

Nine Months Ended September 30, 2012

As previously reported

Error correction

As restated

ASSETS

Current Assets

Cash

–

Prepaid expenses

–

Total current assets

–

Non-Current Assets

Note receivable

–

Investments

–

Prepaid expenses

–

Fixed asset, net

–

Intangible assets, net of impairment

–

Total non-current assets

–

TOTAL ASSETS

–

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities

Accounts payable

14,292

–

14,292

Accrued officers salaries

40,000

–

40,000

Note payable

142,508

–

142,508

Notes payable - related party

50,000

–

50,000

Total liabilities

246,800

–

246,800

Stockholders' Equity

Common stock, $.001 par value, 100,000,000 shares authorized, 21,747,075 issued and outstanding

21,747

–

21,747

Paid in capital

1,104,691

(151,432

)

(a)(d)

953,259

Other comprehensive income

34,392

(7,347

)

(b)

27,045

Deficit accumulated during development stage

(1,407,629

)

158,779

(c)

(1,248,851

Total stockholders' equity

(246,800

)

–

(246,800

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

–

(a) Impair Kensington Leasing assets that were deemed to be impaired prior to reverse merger.

(b) Adjust gain on currency translation due to difference in translation rates.

(c ) Record adjustments made to the Statements of Operations.

(d) Reverse impairments made in 2012 deemed to be impaired prior to the reverse merger in 2011.

NOTE 16: SUBSEQUENT EVENTS

Effective October 8, 2013, the Company’s common stock, which was previously traded under the ticker symbol “WFAM” on the OTCQB market, began trading under the new ticker symbol “GEPC”.

On October 15, 2013 Suprafin, Ltd. elected to convert $10,000 of their Note with the Company into 2,000,000 shares of the Company’s Common Stock.

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

References in the Report to the “Company”, “we”, “us” or “our” refer to Gepco, Ltd., a Nevada corporation, and its former consolidated subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Gepco, Ltd. unless otherwise stated. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operation contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2012 filed with the Securities and Exchange Commission.

Forward Looking Statements

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward- looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2012. For a more detailed discussion of risks and uncertainties, see the Company’s public filings made with the Commission. The Company undertakes no obligation to publicly update any forward-looking statements.

History

Gepco, Ltd. (formerly Wikifamilies, Inc. “Gepco, Ltd.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd.

On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

On September 7, 2012, Wikifamilies, Inc. entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET were to be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies, Inc.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between Wikifamilies Inc. and Wikifamilies SA, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies, Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees and expenses to the founders.

On September 10, 2012 the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as Members of the Board of Directors.

On September 10, 2012, following the appointment of the new Board Members, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as Board Member and Chief Financial Officer effective September 13, 2012, and Malcolm Hutchinson resigned his position as Board Member and Chief Executive Officer effective September 13, 2012.

The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, certain creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company.

On April 8, 2013, the Eighth District Court of the State of Nevada appointed Trisha Malone as Custodian of Wikifamilies, Inc. pursuant to section 78.347 of the Nevada Revised Statutes, and authorized her to appoint a new Board of Directors, to continue the business of the Company, and to bring current the Company’s filings with the SEC. A copy of said order is attached as Exhibit A hereto. The appointment was made pursuant to a petition filed by Trisha Malone with the Court on February 27, 2013, to become Custodian of the Company due to former management’s malfeasance and nonfeasance in allowing the filings with the SEC to become delinquent, exposing the Company to potential revocation of registration proceedings under Section 12j of the Securities Exchange Act of 1934 and a potential trading suspension under Section 12k of the Securities Exchange Act, and in failing to maintain the business of the Company.

The Court also nullified the issuance of shares of Company Common Stock issued as a result of the Exchange Agreement entered into between the Company and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012 and the Technology License Agreement between the Company and Clairnet, Ltd., a Hong Kong corporation. Among the nonfeasance of the prior management was the failure to effect the change of the Company's name from Wikifamilies, Inc. to Clairnet, Ltd. in the marketplace, by notification to FINRA. Prior to being known as Clairnet, Ltd., the Company was known as Wikifamilies, Inc., to reflect the business plan of operations of its foreign subsidiary, Wikifamilies, S.A. However, Wikifamilies, S.A. was returned to its founders by reason of a Rescission Agreement executed between the founders and the Company on September 8, 2012.

As of May 20, 2011, the Company’s business plan as Wikifamilies was to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on families and new technologies which web-based platform was intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Then, on September 7, 2012, our business plan changed to the development and marketing of an Internet search engine through the licensing from Clairnet, Ltd. of their process enabling online and mobile viewers to search, index, watch and personalize web-based videos while facilitating the monetizing of investments by video content providers, advertisers and marketers.

As a result of the Nevada court appointment of Trisha Malone as receiver of the Company in February 2013, we seek to embark on a new business plan unrelated to the business plans of either Wikifamilies or Clairnet. In order to signify a strong break from the previous two business plans, the board has determined to change the name of the Company, and it should be noted that the name “GEPCO” is merely the arbitrary arrangement of the initials of family members of principals of the Company and has no significance relevant to the Company’s business plan. Our current business plan contemplates the accretive acquisitions of various businesses.

The Court further ordered that all stocks issued as a result of the September 7, 2012 Share Exchange Agreement between the Company and ClairNET Ltd., a Hong Kong entity and their shareholders, are declared null and void and ordered to be returned to the Company or its transfer agent for cancellation. The Court further ordered that the License Agreement between the Company and ClairNET, Ltd. a Hong Kong entity, is declared null and void.

Finally, the Court ordered the cancellation of an aggregate of 26,925,000 shares of Common Stock to effectuate the Company's September 8, 2012 Rescission agreement with the founders of Wikifamilies SA.

With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Business of Gepco, Ltd.

With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

No Comparable Information

There is no relevant comparable historic financial information for the three and nine months ended September 30, 2013 and the three and nine months ended September 30, 2012, as with the Wikifamilies SA Rescission Agreement Wikifamilies SA is no longer a subsidiary of the Company. Therefore, limited information is provided in our Results of Operations section below.

Results of Operations

Our results of operations for the three and nine months ended September 30, 2012 include our prior business which was discontinued and disposed of effective September 8, 2012. As a result of this disposal, results of operations of Wikifamilies SA are accounted for as discontinued operations for the prior year.

During the three and nine months ended September 30, 2013 we incurred $30,003 and $131,541 in operating expenses respectively compared to $41,330 and $238,176 for the three and nine months ended September 30, 2012 respectively. We recognized losses on our discontinued operations in the amount of $14,581 and $299,883 for the three and nine months ended September 30, 2012 respectively.

Revenues

There were no revenues generated during the three and nine months ended September 30, 2013.

We do not expect to generate any revenues until we identify and acquire an operating subsidiary.

General and Administrative

For the three and nine months ended September 30, 2013, general and administration expenses were $10,599 and $16,744 respectively. The expenses were incurred in connection with the administrative costs related to being a public reporting company.

We expect general and administrative expenses for the balance of the year ending December 31, 2013 to increase somewhat but to remain minimal until we acquire an operating subsidiary as we are currently a shell company.

Legal and Accounting

For the three and nine months ended September 30, 2013, legal and accounting expenses were $19,404 and $114,797 respectively. We began to incur legal and accounting expenses again in the second quarter of 2013. These expenses include corporate legal, accounting, shareholder and SEC filing expenses incurred in connection with our status as a public reporting company.

We expect legal and accounting expenses for the balance of the year ending December 31, 2013 to increase somewhat but to remain minimal until we acquire an operating subsidiary as we are currently a shell company.

Other Income/Expense

The issuance of convertible promissory notes which included a beneficial conversion feature, resulted in other expense for the three and nine months ended September 30, 2013 of $7,617 and $101,482 respectively.

Net Income/Loss

For the three and nine months ended September 30, 2013, net loss was $37,620 and $233,023 respectively. Net loss resulted from incurring operational expenses without generating revenue.

Liquidity and Capital Resources

At September 30, 2013 we had no cash or cash equivalents. At September 30, 2013, we had a working capital deficit of $142,700.

For the nine months ended September 30, 2013, we used $51,237 in cash from operations which was derived from net loss of $233,023, decreased by non-cash transactions of $128,197 and decreased by changes in operating assets and liabilities of $53,589.

For the nine months ended September 30, 2013, we generated cash in the amount of $51,237 from third party advances. While this third party provided funding to the Company through September 30, 2013, they have no commitment to provide additional funding.

As of September 30, 2013, we did not have any significant commitments for capital expenditures.

We are currently a shell company. We intend to rely on additional financing transactions to secure the capital necessary to fund continued operations. Any future sale of debt or equity may be pursuant to a private placement or a public offering. We do not have any arrangements in place for the sale of additional equity or debt securities at this time. There can be no assurances that any future financing will be made available to us, or made available on terms that are favorable to the Company or our current stockholders.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4: Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Custodian, of the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2013. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the Custodian concluded that as of September 30, 2013, the Company’s system of controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s management intends to address the material weaknesses in its disclosure controls and procedures as soon as possible.

The acquisition of Wikifamilies SA and the integration of that business with the Company and the subsequent disposal of Wikifamilies SA has materially affected or is reasonably likely to materially affect our internal control over financial reporting during the quarter ended September 30, 2013.

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

Exhibit No.	Description
3.1	Amendment to the Certificate of Incorporation
31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instances Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy 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, these interactive data files are not deemed filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act or Section 18 of the Securities Exchange Act and otherwise not subject to liability.

SIGNATURES

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

Date: November 14, 2013	GEPCO, LTD.

	By:	/s/ Trisha Malone
		Trisha Malone Chief Executive Officer, Chief Financial Officer and Secretary

Attached files

Gepco, Ltd. Reports

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