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EX-31.2 - EXHIBIT 31.2 - WINGS & THINGS INCwgtg123113form10kex31_2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

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

 

OR

 

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

 

 For the fiscal year ended December 31, 2013

 

For transition period ___ 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)

 

Registrant’s telephone number, including area code: (801) 323-2395

 

Securities registered under Section 12(b) of the Act: None

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☑

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ☐ No ☑

 

Indicate by check mark whether the registrant (1) 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 if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑

 

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 ☐

Non-accelerated filer ☐

Accelerated filed ☐

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 registrant did not have an active trading market for its common stock as of the last business day of its most recently completed second fiscal quarter; therefore, an aggregate market value of shares of voting and non-voting common equity held by non-affiliates cannot be determined.

 

The number of shares outstanding of the registrant’s common stock as of March 17, 2014 was 18,000,000.

 

Documents incorporated by reference: None

 
 

 

TABLE OF CONTENTS   
    
PART I   
Item 1. Business 2 
Item 1A. Risk Factors 8 
Item 2. Properties 8 
Item 3. Legal Proceedings 8 
Item 4. Mine Safety Disclosure 8 
    
PART II   
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters   
and Issuer Purchases of Equity Securities 9 
Item 6. Selected Financial Data 9 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 9 
Item 8. Financial Statements and Supplementary Data 12 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 24 
Item 9A. Controls and Procedures 24 
Item 9B. Other Information 24 
    
PART III   
Item 10. Directors, Executive Officers and Corporate Governance 25 
Item 11. Executive Compensation 26 
Item 12. Security Ownership of Certain Beneficial Owners and Management   
and Related Stockholder Matters 26 
Item 13. Certain Relationships and Related Transactions, and Director Independence 27 
Item 14. Principal Accounting Fees and Services 28 
    
PART IV   
Item 15. Exhibits, Financial Statement Schedules 28 
Signatures 30 

 

1

 

 

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

 

FORWARD LOOKING STATEMENTS

 

The Securities and Exchange Commission (“SEC”) encourages 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,” “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.

 

 

PART I

 

ITEM 1. BUSINESS

 

Historical Development

 

The corporation was incorporated in the state of Utah on March 11, 1986 as WorldNet, Inc. of Utah and was a wholly-owned subsidiary of Nautilus Entertainment, Inc., a Nevada corporation. WorldNet, Inc. of Utah changed its name to Yellow Pines Corporation and then incorporated Wings & Things, Inc. in the state of Nevada on December 9, 1997. On March 10, 2000, Yellow Pines Corporation merged with Wings & Things, Inc. for the sole purpose of changing Yellow Pines’ domicile from Utah to Nevada. Wings & Things, Inc. does not have active business operations and remains a subsidiary of Nautilus Entertainment, Inc., now called VIP WorldNet, Inc.

 

Emerging Growth Company

 

We qualify as an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

 

A requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

 

Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

 

Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

 

No non-binding advisory votes on executive compensation or golden parachute arrangements.

 

We have already taken advantage of these reduced reporting burdens in this report, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

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 of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. We have elected to use the extended transition period and therefore our financial statements may not be comparable to companies that comply with public company accounting standard effective dates.

We could 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 annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock 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.

 

For more details regarding this exemption, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies,” below.

 

2

Our Business Plan

 

Our business plan is to seek, investigate, and, if warranted, acquire an interest in a business opportunity. Our acquisition of a business opportunity may be made by merger, exchange of stock, or otherwise. We have very limited sources of capital, and we probably will only be able to take advantage of one business opportunity. As of the date of this report we are investigating a business opportunity, but we have not reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger.

 

The current economy creates more challenges for the success of our business plan. With the general lack of investor confidence and the uncertainty related to the future global economy, management believes that equity investments and transactions may be less attractive then they have been in the past. However, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger or acquisition with a viable private company. The opportunity arises principally because of the expensive legal and accounting fees and the length of time associated with the registration process of “going public.” But if the global economy fails to grow, then it is very possible that there would be little or no economic value for another company to enter into a transaction with Wings & Things.

 

Our search for a business opportunity will not be limited to any particular geographical area or industry and includes both U.S. and international companies. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors. Our management believes that companies who desire a public market to enhance liquidity for current stockholders, or plan to acquire additional assets through issuance of securities rather than for cash, will be potential merger or acquisition candidates.

 

The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of their business judgment. Our activities are subject to several significant risks which arise primarily as a result of the fact that we have no operating business and may acquire or participate in a business opportunity based on the decision of management which will, in all probability, act without consent, vote, or approval of our stockholders. We cannot assure you that we will be able to identify and merge with or acquire any business opportunity which will ultimately prove to be beneficial to Wings & Things and our stockholders. Should a merger or acquisition prove unsuccessful, it is possible management may decide not to pursue further acquisition activities and management may abandon our search and we may become dormant or be dissolved.

 

It is possible that the range of business opportunities that might be available for consideration by us could be limited by the fact that our common stock is cleared to be listed to trade on the OTC Bulletin Board, however, there is no public trading on any market. We cannot assure you that a market will develop or that a stockholder will be able to liquidate his/her/its investments without considerable delay, if at all. If a market develops, our shares will likely be subject to the rules of the Penny Stock Suitability Reform Act of 1990. The liquidity of penny stock is affected by specific disclosure procedures required by those rules to be followed by all broker-dealers, including but not limited to, determining the suitability of the stock for a particular customer, and obtaining a written agreement from the customer to purchase the stock. This rule may affect the ability of broker-dealers to sell our

securities and may affect the ability of purchasers to sell our securities in any market.

 

3

Investigation and Selection of Business Opportunities

 

We anticipate that business opportunities will come to our attention from various sources, including our officers and directors, our stockholders, professional advisors, such as attorneys and accountants, securities broker-dealers, investment banking firms, venture capitalists, members of the financial community and others who may present unsolicited proposals. Management expects that prior personal and business relationships may lead to contacts with these various sources.

 

We expect that our due diligence will encompass, among other things, meetings with the target business’s incumbent management and inspection of its facilities, as necessary, as well as a review of financial and other information which is made available to our management. This due diligence review may be conducted either by our management or by unaffiliated third parties we may engage. Our limited funds and the lack of full-time management will likely make it impracticable to conduct a complete and exhaustive investigation and analysis of a target business before we consummate a business combination. We anticipate that we will rely upon funds provided by advances and/or loans from management and significant stockholders to conduct investigation and analysis of any potential target companies or businesses. We may also rely upon the issuance of our common stock in lieu of cash payments for services or expenses related to any analysis. Management decisions, therefore, will likely be made without detailed feasibility studies, independent analysis, market surveys and the like which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the promoters, owners, sponsors or other persons associated with the target business seeking our participation.

 

Our management will analyze the business opportunities; however, none of our management are professional business analysts. (See Part III, Item 10, below.) Our management has had limited experience with mergers and acquisitions of business opportunities and has not been involved with an initial public offering. Due to management’s limited experience with mergers and acquisitions, they may rely on principal stockholders or associates, or promoters or their affiliates to assist in the investigation and selection of business opportunities.

 

Certain conflicts of interest exist or may develop between us and our officers and directors. Our management has other business interests to which they currently devote attention, which include their primary employment and Mr. Popp and Ms. Ball serve as management of other development stage reporting companies seeking business opportunities. (See Part III, Item 10, below.) Our management may be expected to continue to devote their attention to these other business interests although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through their exercise of judgment in a manner which is consistent with their fiduciary duties to us.

A decision to participate in a specific business opportunity may be made upon our management’s analysis of:

the quality of the business opportunity’s management and personnel,
the anticipated acceptability of its new products or marketing concept,
the merit of its technological changes,
the perceived benefit that it will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.

 

No one factor described above will be controlling in the selection of a business opportunity. Management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potential business opportunities may occur in many different industries and at various stages of development. Thus, the task of comparative investigation and analysis of such business opportunities will be extremely difficult and complex. Potential investors must recognize that because of our limited capital available for investigation and management’s limited experience in business analysis, we may not discover or adequately evaluate adverse facts about the business opportunity to be acquired.

 

In many instances, we anticipate that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of the possible need to substantially shift marketing approaches, significantly expand operations, change product emphasis, change or substantially augment management, or make other changes. We will be dependent upon the owners of a business opportunity to identify any such problems which may exist and to implement, or be primarily responsible for, the implementation of required changes.

 

4

Form of Acquisition

 

We cannot predict the manner in which we may participate in a business opportunity. Specific business opportunities will be reviewed as well as our needs and desires and those of the promoters of the opportunity. The legal structure or method deemed by management to be suitable will be selected based upon our review and our relative negotiating strength. Such methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. We may act directly or indirectly through an interest in a partnership, corporation or other forms of organization. We may be required to merge, consolidate or reorganize with other corporations or forms of business organizations. In addition, our present management and stockholders most likely will not have control of a majority of our voting shares following a merger or reorganization transaction. As part of such a transaction, our existing directors may resign and new directors may be appointed without any vote by our stockholders.

 

We likely will acquire our participation in a business opportunity through the issuance of common stock or other securities. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a) (1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in that circumstance retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those persons who were our stockholders prior to such reorganization.

 

In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.

 

The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the indemnification and evaluation of a prospective business combination that is not ultimately completed may result in a loss to the Company. Also, fees may be paid in connection with the completion of all types of acquisitions, reorganizations or mergers. These fees are usually used to pay legal costs, accounting costs, finder’s fees, consultant’s fees and other related expenses. In the event that any such fees are paid, they may become a factor in negotiations regarding any potential acquisition or merger by us. We have no present arrangements or understandings respecting any of these types of fees.

 

Significant stockholders may actively negotiate or otherwise consent to the purchase of all or any portion of their common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. We have not adopted any procedures or policies for the review, approval or ratification of any related party transactions.

 

5

It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

 

In the event we merge or acquire a business opportunity, the successor company will be subject to our reporting obligations. This is commonly referred to as a “back door registration.” A back door registration occurs when a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, acquisition of assets or otherwise. This type of event requires the successor company to file a current report with the SEC which provides the same kind of information about the company to be acquired that would appear in a registration statement, including audited and pro forma financial statements. This regulation may eliminate many of the perceived advantages of these types of transactions. Accordingly, we may incur additional expense to conduct due diligence and present the required information for the business opportunity in any report.

Also, the SEC may elect to conduct a full review of the successor company and may issue substantive comments on the sufficiency of disclosure related to the company to be acquired.

 

In addition, regulations also deny the use of Form S-8 for the registration of securities of a shell company, and limit the use of Form S-8 to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for the Company to acquire companies that may already have stock option plans in place that cover numerous employees. In such an instance, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense costs that are normally avoided by “back door” registrations.

 

Competition

 

We expect to encounter substantial competition in our effort to locate attractive business opportunities. Business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals will be our primary competition. Many of these entities will have significantly greater experience, resources and managerial capabilities than we do and will be in a better position than we are to obtain access to attractive business opportunities. We also will experience competition from other reporting development stage companies, many of which may have more funds available for such transactions.

 

Effect of Existing or Probable Governmental Regulations on Business

 

The SEC is currently formulating rules and regulations required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, that became effective in 2010, and the JOBS Act. These Acts have changed legal requirements for the purchase and sale of securities and have authorized the SEC to propose new regulations to satisfy the requirements of the Acts. As of the date of this report, the SEC is moving forward with new rule proposals and as a reporting company we will be subject to any new regulations promulgated under the Securities Act or Exchange Act.

 

6

We are subject to the Sarbanes-Oxley Act of 2002. This Act creates a strong and independent accounting oversight board to oversee the conduct of auditors, of public companies and to strengthen auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, and compensation and oversight of the work of public companies’ auditors; prohibits certain insider trading during pension fund blackout periods; and establishes a federal crime of securities fraud, among other provisions.

We are subject to the Exchange Act of 1934 and are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K. We are also subject to Section 14(a) of the Exchange Act which requires the Company to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting of stockholders or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14A; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.

 

If we acquire a “non-reporting issuer” under the Exchange Act, we will be subject to the “back-door registration” requirements of the SEC that will require us to file a Current Report on Form 8-K that will include all information about such “non-reporting issuer” as would have been required to be filed by that entity had it filed a Form 10 Registration Statement with the SEC.

 

Research and Development and Environmental Compliance

 

During the year ended December 31, 2013, we have not spent any funds on research and development. Nor have we recognized any costs related to compliance with environmental laws.

 

Employees

 

We currently have no employees. Our management expects to confer with consultants, attorneys and accountants as necessary. We do not anticipate a need to engage any full-time employees so long as we are seeking and evaluating business opportunities. We will determine the need for employees based upon a specific business opportunity, if any.

 

 

ITEM 1A. RISK FACTORS

 

Our auditors have issued a going concern opinion.

 

At December 31, 2013, we had not generated revenues and had accumulated losses of $230,264 since inception. Our auditors have issued a going concern opinion. We do not anticipate that we will have revenues until we acquire or merge with a business opportunity. Accordingly, there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is advances or investments by others in our company. We must obtain a business opportunity to support our operations.

 

We have minimal assets and no source of revenue.

 

We have minimal assets and have had no revenues since inception. We will not receive revenues until we select an industry in which to commence business or complete an acquisition, reorganization or merger. We can provide no assurance that any selected or acquired business will produce any material revenues for the Company or our stockholders, or that any such business will operate on a profitable basis.

 

We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a merger or other business combination with a private company. This may result in our incurring a net operating loss that will increase unless we consummate a business combination with a profitable business. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination, or that any such business will be profitable at the time of its acquisition by the Company or ever.

 

7

There can be no assurance that we will successfully consummate a business combination.

 

We can give no assurances that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination. Management has not limited our search to any particular industry or specific business within an industry for evaluation. We cannot guarantee that we will be able to negotiate a business combination on favorable terms. At the date of this filing, we have no arrangement, agreement or understanding with respect to engaging in a merger with, joint venture with, or acquisition of, a private or public entity. No assurances can be given that we will successfully identify and evaluate suitable business opportunities or that we will conclude a business combination.

 

There is currently no trading market for our common stock, and liquidity of shares of our common stock is limited.

 

Our shares of common stock are not registered under the securities laws of any state or other jurisdiction. Our common stock is cleared for listing on the OTC Bulletin Board, but is not trading as of the date of this report. Accordingly, there is no public trading market for our common stock. Further, no public trading market is expected to develop in the foreseeable future unless and until we complete a business combination with an operating business or the Company files and obtains effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”). Therefore, outstanding shares of common stock cannot be offered, sold, pledged or otherwise transferred unless subsequently registered pursuant to, or exempt from registration under, the Securities Act and any other applicable federal or state securities laws or regulations.

 

Since we are a shell company as defined in subparagraph (i) of Rule 144, our shares of common stock cannot be publicly resold under Rule 144. Any “restricted securities” issued by the Company while we are a shell company cannot be publicly sold for at least one year from the date when we file Form 10 information regarding the business opportunity involved in any acquisition, reorganization or merger that results in the Company no longer being considered a shell company. In addition we must have filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months.

 

Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

 

 

ITEM 2. PROPERTIES

 

We do not currently own or lease any property. Until we pursue a viable business opportunity and recognize income we will not seek office space.

 

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not a party to any legal proceedings as of the date of this filing.

 

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable to our operations.

 

8

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

In 2009 we received notification from the Financial Industry Regulatory Authority (“FINRA”) that our common stock was cleared for listing on the OTC Bulletin Board under the symbol “WGTG”. As of the date of this filing there has not been any trading activity in our common stock.

 

Our shares of common stock are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule. The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of stockholders to sell their shares. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors. The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.

 

Holders and Dividends

 

We had 78 stockholders of record as of March 17, 2014. We have not declared dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

None.

 

Issuer Purchase of Securities

 

None.

 

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable to smaller reporting companies.

 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Executive Overview

 

We are a development stage company that has 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.

 

9

Our management has not had any preliminary contact or 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.

 

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 weakened global economy will restrict the number of business opportunities available to us and will restrict the cash available for such transactions. 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 likely will sell our common stock to raise this additional capital. We anticipate 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 other parties to provide and pay for professional expenses and loans. At December 31, 2013, we had $3,390 in cash compared to $95 at December 31, 2012. Our total liabilities increased to $206,654 for 2013 from $165,848 for 2012. This increase primarily represents additional loans, accrued interest and accounts payable for consulting services and professional services provided by or paid for by related and third parties.

 

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.

 

10

Results of Operations

 

We did not record revenues in either 2013 or 2012. General and administrative expense decreased from $29,557 for 2012 to $26,712 for 2013. The decrease in general and administrative expense in 2013 primarily reflects reduced consulting and professional fees provided by or paid for by a related party. Total other expense increased from $8,553 for 2012 to $10,799 for 2013 and primarily represents interest expense on loans. Due to reduced general and administrative expenses, our net loss decreased from $38,110 for 2012 to $37,511 for 2013. Management expects net losses to continue until we acquire or merge with a business opportunity.

 

Obligations and Commitments

 

Prior to 2011 management intended to issue common stock to convert cash advances and accounts payable related to administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company by third parties. However, it was determined that it was not in the best interests of all parties to issue stock for these liabilities. Therefore, the parties agreed that the accounts payable as of December 31, 2010 and subsequent accounts payable would be converted to loans at year end and that any cash advances would be treated as interest bearing loans at the time of receipt.

 

At December 31, 2013 we recorded loans of $161,150. All of the loans are non-collateralized, carry interest at 8% and are due on demand. During 2013 we borrowed $9,000 from a third party and $6,000 from a related party. (See Item 13, below). During 2012 we borrowed $10,000 from a third party. During 2012 we recorded accounts payable of $20,750 representing administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company by a related party, which were converted to loans at year end. Accrued interest on all loans was $26,954 at the 2013 year end.

 

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 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.

 

11

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.

 

Significant Accounting Policies - The Company has no significant operations and is considered a development stage company and accordingly is accounted for as such under ASC 915: Development Stage Entities. It is concentrating substantially all of its efforts in raising capital and searching for a business operation with which to merge, or assets to acquire, in order to generate significant operations. Please see “Note 1 - Summary of Significant Accounting Policies” in the financial statements beginning on page 22 of this report.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

 

WINGS & THINGS, INC.

 

(A Development Stage Company)

 

Financial Statements

 

December 31, 2013 and 2012

 

 

INDEX     
      
      
Reports of Independent Registered Public Accounting Firms   13 
      
Balance Sheets   15 
      
Statements of Operations   16 
      
Statements of Stockholders’ Deficit   17 
      
Statements of Cash Flows   19 
      
Notes to the Financial Statements   20 

 

 

 

 

 

 

12

 

PRITCHETT, SILER & HARDY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

A PROFESSIONAL CORPORATION

660 SOUTH 200 EAST, SUITE 300

SALT LAKE CITY, UTAH 84111

_______________

(801) 328-2727 FAX (801) 328-1123

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Wings & Things, Inc. (A Development Stage Company)

Salt Lake City, Utah

 

We have audited the accompanying balance sheets of Wings & Things, Inc, (a development stage company) as of December 31, 2013 and the related statements of operations, stockholders’ deficit and cash flows for the year then ended and for the period from inception on March 11, 1986 through December 31, 2013. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wings & Things, Inc., (a development stage company) as of December 31, 2013 and the results of its operations and cash flows for the year then ended and for the period from inception on March 11, 1986 through December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Pritchett, Siler & Hardy, P.C.

 

 

Pritchett, Siler & Hardy, P.C.

Salt Lake City, Utah

March 28, 2014

13

Morrill & Associates, LLC

Certified Public Accountants

1448 North 2000 West, Suite 3

Clinton, Utah 84015

801-820-6233 Phone; 801-820-6628 Fax

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors and Stockholders

Wings & Things, Inc. (A Development Stage Company)

Salt Lake City, Utah

 

We have audited the accompanying balance sheets of Wings & Things, Inc. (a development stage company) as of December 31, 2012 and the related statements of operations, stockholders’ deficit and cash flows for the year then ended and for the period from inception on March 11, 1986 through December 31, 2012. These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wings & Things, Inc. (a development stage company) as of December 31, 2012 and the results of its operations and cash flows for the year ended December 31, 2012 and for the period from inception on March 11, 1986 through December 31, 2012 in conformity with generally accepted accounting principles in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has suffered recurring losses and has no operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ Morrill & Associates

 

 

Morrill & Associates

Clinton, Utah 84015

March 18, 2013

 

 

14

Wings & Things, Inc.

(A Development Stage Company)

Balance Sheets

 

             
      DEC 31, 2013   DEC 31,2012  
           
  ASSETS          
       CURRENT ASSETS          
            Cash $ 3,390 $ 95  
            Total current assets   3,390   95  
             
            Total assets $ 3,390 $ 95  
             
  LIABILITIES AND STOCKHOLDERS' DEFICIT          
       CURRENT LIABILITIES          
            Accounts payable – related party $ 18,550 $ 20,750  
            Accounts payable   --   3,544  
            Notes payable – related party   100,050   73,300  
            Notes payable   61,100   52,100  
            Accrued interest – related party   15,070   8,784  
            Accrued interest   11,884   7,370  
              Total current liabilities   206,654   165,848  
              Total liabilities   206,654   165,848  
         STOCKHOLDERS' DEFICIT          
 

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   (230,264)   (192,753)  
              Total stockholders' deficit   (203,264)   (165,753)  
             
            Total liabilities and stockholders' deficit $ 3,390 $ 95  

 

 

 

The accompanying notes are an integral part of these financial statements

15

 

Wings & Things, Inc.

(A Development Stage Company)

Statements of Operations

 

               
     

FOR THE YEAR ENDED

DEC 31, 2013

  FOR THE YEAR ENDED DEC 31, 2012  

FROM INCEPTION ON MAR 11, 1986 TO

DEC 31, 2013

               
             
  Revenues $ -- $ -- $ --
               
  Expenses            
       General and administrative   26,712   29,557   203,311
       Total expenses   26,712   29,557   203,311
               
  Net loss before other income (expense)   (26,712)   (29,557)   (203,311)
               
  Other income (expense)            
       Interest expense – related party   (6,286)   (4,392)   (15,070)
       Interest expense   (4,513)   (4,161)   (11,883)
       Total other income (expense)   (10,799)   (8,553)   (26,953)
               
  Loss from operations before income taxes   (37,511)   (38,110)   (230,264)
               
  Income taxes   --   --   --
               
  Net loss $ (37,511) $ (38,110) $ (230,264)
               
  Basic and diluted net loss per share $ (0.00) $ (0.00)    
               
  Weighted average shares outstanding   18,000,000   18,000,000    

 

 

 

 

The accompanying notes are an integral part of these financial statements

16

 

Wings & Things, Inc.
(A Development Stage Company)
Statements of Stockholders' Deficit
From Inception on March 11, 1986 through December 31, 2013
 
 
                    Deficit
                    Accumulated
                Additional   During the
        Common Stock   Paid-in   Development
        Shares   Amount   Capital   Stage
                     
Issuance of shares for marketing rights     17,000,000     17,000                 -                     - 
Net (loss) for the year ended December 31, 1986                    -                   -                     -           (17,000)
Net (loss) for the year ended December 31, 1987                    -                   -                     -                     - 
Net (loss) for the year ended December 31, 1988                    -                   -                     -                   - 
Net (loss) for the year ended December 31, 1989                    -                   -                     -                    - 
Net (loss) for the year ended December 31, 1990                    -                   -                     -                   - 
Net (loss) for the year ended December 31, 1991                    -                   -                     -                  - 
Net (loss) for the year ended December 31, 1992                    -                   -                     -                 - 
Net (loss) for the year ended December 31, 1993                    -                   -                     -                   - 
Balance - December 31, 1993       17,000,000          17,000                     -            (17,000)
Net (loss) for the year ended December 31, 1994                    -                   -                     -                  - 
Balance - December 31, 1994       17,000,000          17,000                     -          (17,000)
Net (loss) for the year ended December 31, 1995                    -                   -                     -                   - 
Balance - December 31, 1995       17,000,000          17,000                     -         (17,000)
Net (loss) for the year ended December 31, 1996                    -                   -                     -                      - 
Balance - December 31, 1996       17,000,000          17,000                     -         (17,000)
Net (loss) for the year ended December 31, 1997                    -                   -                     -                    - 
Balance - December 31, 1997       17,000,000          17,000                     -           (17,000)
Net (loss) for the year ended December 31, 1998                    -                   -                     -                     - 
Balance - December 31, 1998       17,000,000          17,000                     -           (17,000)
Net (loss) for the year ended December 31, 1999                    -                   -                     -           (40,000)
Balance - December 31, 1999       17,000,000          17,000                     -           (57,000)
Net (loss) for the year ended December 31, 2000                    -                   -                     -                      - 
Balance - December 31, 2000       17,000,000          17,000                     -            (57,000)
Net (loss) for the year ended December 31, 2001                    -                   -                     -                       - 
Balance - December 31, 2001         17,000,000          17,000                (57,000)
Net (loss) for the year ended December 31, 2002                    -                   -                     -            (5,000)
Balance - December 31, 2002       17,000,000      17,000                     -            (62,000)
Common stock issued for services       1,000,000            1,000             9,000                   - 
Net (loss) for the year ended December 31, 2003                    -                   -                     -            (10,000)
Balance - December 31, 2003       18,000,000            18,000             9,000             (72,000)
Net (loss) for the year ended December 31, 2004                    -                   -                     -              (5,000)
Balance - December 31, 2004       18,000,000            18,000             9,000            (77,000)
Net (loss) for the year ended December 31, 2005                    -                   -                     -              (4,900)
Balance - December 31, 2005       18,000,000            18,000             9,000            (81,900)
Net (loss) for the year ended December 31, 2006                    -                   -                     -              (9,650)
Balance - December 31, 2006       18,000,000            18,000             9,000            (91,550)
Net (loss) for the year ended December 31, 2007                    -                   -                     -             (10,262)
Balance - December 31, 2007       18,000,000            18,000             9,000          (101,812)
Net (loss) for the year ended December 31, 2008                  -                     -              (5,040)
Balance - December 31, 2008     18,000,000         18,000           9,000        (106,852)
Net (loss) for the year ended December 31, 2009 -   -   -   (4,812)
Balance - December 31, 2009    18,000,000        18,000           9,000    (111,664)
Net (loss) for the year ended December 31, 2010                       -   -   -   (5,788)
Balance – December 31, 2010    18,000,000        18,000           9,000    (117,452)
Net (loss) for the year ended December 31, 2011 -   -   -   (37,191)
Balance – December 31, 2011     18,000,000         18,000           9,000    (154,643)
                        continued                  
17

 

Wings & Things, Inc.
(A Development Stage Company)
Statements of Stockholders' Deficit
From Inception on March 11, 1986 through December 31, 2013 - continued
 
 
                    Deficit
                    Accumulated
                Additional   During the
        Common Stock   Paid-in   Development
        Shares   Amount   Capital   Stage
                     
Balance – December 31, 2011     18,000,000         18,000           9,000    (154,643)
Net (loss) for the year ended December 31, 2012     -   -   -   (38,110)
Balance – December 31, 2012     18,000,000  $      18,000  $        9,000  $ (192,753)
Net (loss) for the year ended December 31, 2013     -   -   -   (37,511)
Balance – December 31, 2013     18,000,000  $      18,000  $        9,000  $ (230,264)
                   
                   
                   
The accompanying notes are an integral part of these financial statements
18

Wings & Things, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

 

               
     

FOR THE YEAR ENDED

DEC 31, 2013

 

FOR THE YEAR ENDED

DEC 31,

2012

 

FROM INCEPTION ON MAR 11, 1986 TO

DEC 31, 2013

             
  Cash Flows from Operating Activities            
       Net Loss $ (37,511) $ (38,110) $ (230,264)
 

Adjustments to reconcile net loss to cash provided

(used) by operating activities:

           
             Depreciation and amortization   --   --   17,000
             Stock issued for services   --   --   10,000
             Expenses paid by related party   18,550   20,750   112,600
       Changes in operating assets and liabilities:            
 

Decrease in accounts payable

and accrued interest

  (3,544)   (1,378)   --
             Increase in accrued interest   10,800   8,553   26,954
       Net cash provided (used) by operating activities   (11,705)   (10,185)   (63,710)
               
  Cash Flows from Investing Activities            
       Net cash provided (used) by investing activities   --   --   --
               
  Cash Flows from Financing Activities            
       Cash advances – related party   6,000   --   6,000
       Cash advances received   9,000   10,000   61,100
       Net cash provided (used) by financing activities   15,000   10,000   67,100
               
  Increase (decrease) in cash   3,295   (185)   3,390
               
  Cash and cash equivalents at beginning of period   95   280   --
               
  Cash and cash equivalents at end of period $ 3,390 $ 95 $ 3,390
               
  Supplemental Cash Flow Information:            
       Cash paid for interest $ 0 $ 0 $ 0
       Cash paid for income taxes $ 0 $ 0 $ 0
               
  Non-Cash Investing and Financing Activities            
       Stock issued for marketing rights $ 0 $ 0 $ 17,000
 

Converted related party accounts payable and

advances into loans

 

$

20,750 $ 18,400 $ 136,150  
               

 

The accompanying notes are an integral part of these financial statements

 

19

Wings & Things, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2013 and 2012

 

NOTE 1 - Summary of Significant Accounting Policies

 

a.Organization & Summary of Significant Accounting Policies

 Wings & Things, Inc. (the Company), was incorporated March 11, 1986 as a Utah corporation. On March 10, 2000 the Company changed its domicile to Nevada.

 

b.Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

 

c.Use of estimates

 

The preparation 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 disclosure 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 those estimates

 

d.Recognition of Revenue

 

The Company has adopted FASB ASC 605 which provides guidance on the recognition, presentation and

Disclosure of revenue in financial statements filed with the SEC. FASB ASC 605 outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. In general, the Company recognizes revenue related to monthly services provided when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the fee is fixed or determinable and (iv) collectability is reasonably assured.

 

e.Reclassification

 

Certain amounts in prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current year financial statements.

 

f.Earnings Per Share

 

The computation of earnings per share of common stock is based on the weighted average number of shares outstanding at the date of the financial statements.

 

 

For the Years Ended

December 31,

  2013   2012
Net Loss (numerator) $       (37,511)     $        (38,110)
Weighted Average Number of Shares Outstanding (denominator)

 

18,000,000 

 

 

18,000,000

Basic Loss per Common Share $            (0.00)   $            (0.00)

 

 

For the years ended December 31, 2013 and 2012, the Company had no potentially dilutive common stock equivalents issued.

20

Wings & Things, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2013 and 2012

 

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 a negative working capital of $203,264 and has incurred losses of $230,264 since inception. 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 - Income Taxes

 

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes.  This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.  As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.  

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

The Company currently has no issues creating timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty of the utilization of net operating loss carry forwards, a valuation allowance has been made to the extent of any tax benefit that net operating losses may generate.  A provision for income taxes has not been made due to net operating loss carry-forwards of $ 230,264 and $ 192,753 as of December 31, 2013 and December 31, 2012, respectively, which may be offset against future taxable income through 2030. No tax benefit has been reported in the financial statements.

 

Deferred tax asset and the valuation account are as follows at December 31, 2013 and 2012:

 

 

For the Years Ended

December 31,

  2013   2012
       
Net operating loss carryforward $       78,290      $       65,535
Valuation allowance         (78,290)              (65,535)
Deferred tax asset $     --        $         -- 

 

The change in the valuation allowance was $ 12,755 during the year ended December 31, 2013.

 

21

Wings & Things, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2013 and 2012

 

NOTE 3 - Income Taxes (continued)

 

The components of income tax expense are as follows:

 

For the Years Ended

December 31,

  2013   2012
       
Current Federal tax    $         --        $           --     
Current State tax               --                --
Change in NOL benefit       12,755         12,957 
Change in valuation allowance     (12,755)       (12,957)
     $          --   $            --

 

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

For the Years Ended

December 31,

  2013 2012
Beginning Balance $          -- $         --
Additions based on tax positions related to current year -- --
Additions for tax positions of prior years -- --
Reductions for tax positions of prior years -- --
Reductions in benefit due to income tax expense            --            --
Ending Balance $           --        $          --       

 

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

 

The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2012, 2011 and 2010

 

NOTE 4 - Accounts and Notes Payable

 

Through December 31, 2012, the Company had recorded as loans payable $125,400 for services as well as cash advances received both from related and unrelated parties. It was the intent of management and counter parties to issue common stock of the Company for these liabilities at some future date therefore they were carried as accounts payable and advances. However, it was subsequently determined that it was not in the best interests of the parties to issue stock for these liabilities, therefore, the parties have agreed that these liabilities will be treated as promissory notes. The accounts payable and advances on the books as of January 1, 2011 were converted to Notes Payable which bear interest at 8% and are due on demand.

 

Accrued interest, including related party accrued interest, was $26,954 and $16,154 at December 31, 2013 and 2012 respectively.

 

For the fiscal year ended December 31, 2013, a related party, First Equity Holdings Corp., invoiced the Company for consulting, administrative, and professional services and out-of-pocket costs provided to or paid on behalf of the Company totaling $18,550 in 2013 and $20,750 in 2012.

22

Wings & Things, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2013 and 2012

 

 

NOTE 5 - Related Party Transactions

 

As of the year ended December 31, 2012, the Company incurred $20,275 of professional fees payable to First Equity Holdings Corp. In 2013, these payables were converted into Notes payable - related party. Notes payable –related party at December 31, 2013 and 2012 were $100,050 and $73,300 respectively. Accrued interest at December 31, 2013 and 2012 was $15,070 and $8,784, respectively.

 

As of the year ended December 31, 2013, the Company incurred $19,700 of professional fees payable to First Equity Holdings Corp.

 

NOTE 6 - Capitalization

 

In 1986, the Company issued 17,000,000 shares of common stock for the marketing rights to an airship. The value of this issuance was $17,000.

 

During 2003, the Company issued 1,000,000 of its common stock for services valued at $10,000 (or $.01 per share).

 

The Company did not issue any common stock, options, warrants or any other stock based awards subsequent to 2003.

 

NOTE 7 - Development Stage Company

 

The Company has no significant operations and considered a development stage company and accordingly is accounted for as such under ASC 915: Development State Entities.. It is concentrating substantially all of its efforts in raising capital and searching for a business operation with which to merge, or assets to acquire, in order to generate significant operations.

 

NOTE 8 – Fair Value Measurements

 

If required by authoritative literature, the Company would account for certain assets and liabilities at fair value. The hierarchy below lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. When applicable, we categorize each of our fair value measurements in one of these three levels based on the lowest level input hat significant to the fair value measurement in its entirety. These levels are:

Level 1 – inputs are based upon unadjusted quoted prices for identical instruments raded in active markets.

 

Level 2 - inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 – Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

 

The cash, accounts payable, notes payable and accrued interest have fair values that approximate their carrying values due to the short term nature of these instruments.

 

 

Wings & Things, Inc.

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2013 and 2012

 

NOTE 9 – 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.

 

23

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE

 

As reported in our Form 8-K filed March 19, 2014, Morrill & Associates, LLC resigned as our independent registered public accounting firm due to Morrill & Associates, LLC combining its public audit practice with Pritchett Siler & Hardy, P.C., effective March 10, 2014. As a result, Pritchett Siler & Hardy, P.C. became the Company's independent registered public accounting firm.

 

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures 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 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. Specifically, 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.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible to establish and maintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process to be effected by our board of directors that provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The policies and procedures include:

maintenance of records in reasonable detail to accurately and fairly reflect the transactions and dispositions of assets,
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

 

For the year ended December 31, 2013, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, management has determined that our internal control over financial reporting is ineffective due to the lack of additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information.

 

Our management determined that there were no changes made in our internal controls over financial reporting during the fourth quarter of 2013 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

 

ITEM 9B. OTHER INFORMATION

 

None.

24

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

Our directors and executive officers and their respective ages, positions and biographical information are presented below. Our bylaws require at least one director and our directors serve for the term of one year or until replaced by a qualified director. Our executive officers are chosen by our board of directors and serve at its discretion. There are no existing family relationships between or among any of our executive officers or directors.

 

Name Age Position Held Director Term
Greg L. Popp 44 Director, President March 2009 until our next annual meeting.
M. Jeanne Ball 56 Director, Secretary/Treasurer February1998 until our next annual meeting.

 

Greg L. Popp -- From April 2005 to the present Mr. Popp has been a managing member of Marine Life Sciences, LLC, a Nevada company that wholesales and retails neutraceutical products to companies. In addition, during the past five years he has also served as Director and President of Investrio, Inc., a Utah corporation which has developed a software trading platform and educational products for consumers. Neither Marine Life Sciences nor Investrio, Inc. is an affiliate or subsidiary of Wings & Things. His professional qualifications include a MBA and extensive experience with small company operations along with experience as a director and officer of other reporting shell companies. He currently serves as a director of LZG International, Inc., a company that has a class of securities registered with the SEC pursuant to Section 12.

 

M. Jeanne Ball Ms. Ball works as an independent contractor performing duties of a legal assistant for attorneys.

She currently serves as a director of Skinovation Pharmaceutical Incorporated, a company that has a class of securities registered with the SEC pursuant to Section 12.

 

During the past ten years none of our executive officers have been involved in any legal proceedings that are material to an evaluation of their ability or integrity; namely: (1) filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting his/her involvement in any type of business, securities or banking activities; or (4) been found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.

 

Compliance with Section 16(a) of the Exchange Act

 

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities. Officers, directors and greater than ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. We believe no reports were required to be filed for the year ended December 31, 2013.

 

25

Code of Ethics

 

Since we have only two persons serving as directors and executive officers and because we have minimal operations, we have not adopted a code of ethics for our principal executive and financial officers. Our board of directors will revisit this issue in the future to determine if adoption of a code of ethics is appropriate. In the meantime, our management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and comply with applicable governmental laws and regulations.

 

Corporate Governance

 

We are a smaller reporting company with minimal operations and only two directors and officers. As a result, we do not have a standing nominating committee for directors, nor do we have an audit committee with an audit committee financial expert serving on that committee. Our entire board of directors acts as our nominating and audit committee.

 

ITEM 11. EXECUTIVE COMPENSATION

 

Executive Officer Compensation

 

Our principal executive officer, Mr. Popp, did not receive compensation from the Company during the year ended December 31, 2013. None of our named executive officers received any cash or non-cash compensation from us during the past two fiscal years and none had outstanding equity awards at year end. We have not entered into employment contracts with our executive officers and their compensation, if any, will be determined at the discretion of our board of directors.

 

We do not offer retirement benefit plans to our executive officers, nor have we entered into any contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company, or a change in the named executive officer’s responsibilities following a change in control.

 

Compensation of Directors

 

We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Securities Under Equity Compensation Plans

 

None.

 

Beneficial Ownership

 

The following tables set forth the beneficial ownership of our outstanding common stock by our management and by each person or group known by us to own beneficially more than 5% of our voting stock. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them. The percentage of beneficial ownership is based on 18,000,000 shares of common stock outstanding as of March 17, 2014.

26

 

 


CERTAIN BENEFICIAL OWNERS

Name and address

of beneficial owner

Amount and nature

of beneficial ownership

Percent

of class

VIP WorldNet, Inc.

2133 East 3380 South

Salt Lake City, UT 84109

15,009,450 (1)

83.4

 

First Equity Holdings Corp.

2157 S. Lincoln Street

Salt Lake City, UT 84106

1,000,000

 

5.6

(1) VIP Worldnet, Inc. holds 15,000,000 shares and its affiliates beneficially

own 9,450 shares.

 

MANAGEMENT

 

Name of beneficial owner

Amount and nature

of beneficial ownership

Percent

of class

M. Jeanne Ball 200 Less than 1%
Greg L. Popp 257,000 1.4
Directors and officers as a group 257,200 1.4

 

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

Transactions with Related Parties

 

During 2013 First Equity Holdings Corp. (“First Equity”), a more than 5% shareholder, billed the Company $18,550 for consulting services and administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company. During 2012 First Equity billed the Company $20,750 for consulting services and administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company. The $20,750 was converted to a loan at December 31, 2013. At December 31, 2013 the Company owes First Equity an aggregate of $118,600. We have not made any payments on this debt.

 

Parent Company

 

VIP WorldNet, Inc. is our parent company and beneficially owns 15,009,450 shares of our common stock. Such shares represent 83.4% of our issued and outstanding shares.

 

Director Independence

 

None of our directors are independent directors as defined by NASDAQ Stock Market Rule 5605(a)(2). This rule defines persons as “independent” who are neither officers nor employees of the company and have no relationships that, in the opinion of the board, would interfere with the exercise of independent judgment in carrying out their responsibilities as directors.

 

 

27

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Auditor Fees

 

The following table presents the aggregate fees billed for each of the last two fiscal years by our principal accounting firm, Morrill & Associates, LLC, in connection with the audit of our financial statements and other professional services.

 

   2013  2012
Audit fees  $5,100   $5,100 
Audit-related fees   0    0 
Tax fees   0    0 
All other fees  $0   $0 

 

Audit fees represent fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountant in connection with statutory and regulatory filings or engagements.

 

Audit-related fees represent professional services rendered for assurance and related services by the accounting firm that are reasonably related to the performance of the audit or review of our financial statements that are not reported under audit fees.

 

Tax fees represent professional services rendered by the accounting firm for tax compliance, tax advice, and tax planning.

 

All other fees represent fees billed for products and services provided by the accounting firm, other than the services reported for the other three categories.

 

Pre-approval Policies

 

We do not have an audit committee currently serving and as a result our board of directors performs the duties of an audit committee. Our board of directors will evaluate and approve in advance the scope and cost of the engagement of an auditor. All services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant. We do not rely on pre-approval policies and procedures.

 

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

(a)(1) Financial Statements

 

The audited financial statements of Wings & Things, Inc. are included in this report under Item 8 on pages 14 through 26.

 

(a)(2) Financial Statement Schedules

 

All financial statement schedules are included in the footnotes to the financial statements or are inapplicable or not required.

 

28

(a)(3) Exhibits

 

The following documents have been filed as part of this report.

 

Exhibit No. Description
3(i)

Articles of Incorporation, dated March 11, 1986 (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 Form 10-SB, File

No. 000-30529, filed November 1, 2000)

31.1 Principal Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification
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
   

 

29

SIGNATURES

 

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, there unto duly authorized

 

Date: March 28, 2014   WINGS & THINGS, INC.
     
  By: /s/ Greg L. Popp
    Greg L. Popp, President

 

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

 

 Date: March 28, 2014 By: /s/ Greg L. Popp
    Greg L. Popp
    Principal Executive Officer
    Principal Financial and Accounting Officer
    Director and President

 

 

 Date: March 28, 2014 By: /s/ M. Jeanne Ball
    M. Jeanne Ball
    Director and Secretary/Treasurer

 

30