UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2008
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number: 000-30529
WINGS & THINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 87-0464667 (I.R.S. Employer Identification No.) |
#313, 455 East 400 South, Salt Lake City, Utah (Address of principal executive offices) | 84111 (Zip Code) |
(801) 323-2395
(Registrant’s telephone number, including area code)
The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer [ ] Non-accelerated filer [ ] | Accelerated filed [ ] Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X] No [ ]
The number of shares outstanding of the registrant’s common stock as of July 31, 2008 was 18,000,000.
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
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Balance Sheets
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Statements of Operations
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Statements of Cash Flows
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Notes to the Financial Statements
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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PART II – OTHER INFORMATION
Item 6. Exhibits
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Signatures
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial information set forth below with respect to our statements of operations for the three and six month periods ended June 30, 2008 and 2007 is unaudited. This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data. The results of operations for the six month period ended June 30, 2008, are not necessarily indicative of results to be expected for any subsequent period.
WINGS & THINGS, INC.
(A Development Stage Company)
Financial Statements
June 30, 2008
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Wings & Things, Inc. | ||||||||
(A Development Stage Company) | ||||||||
Consolidated Balance Sheets | ||||||||
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| ASSETS |
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| June 30 |
| December 31 |
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CURRENT ASSETS |
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Cash |
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| $ | 603 | $ | 2,688 |
Total Current Assets |
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| 603 |
| 2,688 | |
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TOTAL ASSETS |
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| $ | 603 | $ | 2,688 | |
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| LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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CURRENT LIABILITIES |
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Accounts Payable – Related party |
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| $ | - | $ | 54,900 | ||
Accounts Payable |
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| 78,500 |
| 22,600 | |
Total Current Liabilities |
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| 78,500 |
| 77,500 | ||
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Total Liabilities |
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| 78,500 |
| 77,500 | |
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STOCKHOLDERS’ DEFICIT |
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Common Stock, $.001 par value; 20,000,000 shares |
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authorized; 18,000,000 shares issued and outstanding |
| 18,000 |
| 18,000 | ||||
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Additional paid-in Capital |
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| 9,000 |
| 9,000 | ||
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Deficit Accumulated During the Development Stage |
| (104,897) |
| (101,812) | ||||
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Total Stockholders’ Deficit |
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| (77,897) |
| (74,812) | ||
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TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 603 | $ | 2,688 | ||||
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The accompanying notes are an integral part of these financial statements.
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Wings & Things, Inc. | ||||||||||||
(A Development Stage Company) | ||||||||||||
Consolidated Statements of Operations | ||||||||||||
(Unaudited) | ||||||||||||
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| From | |
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| For the three |
| For the three |
| For the six |
| For the six |
| Inception on | |
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| months |
| months |
| months |
| March 11, | |
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| ended |
| ended |
| ended |
| ended |
| 1986 to | |
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| June 30, |
| June 30, |
| June 30, |
| June 30, |
| June 30, | |
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| 2008 |
| 2007 |
| 2008 |
| 2007 |
| 2008 | |
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REVENUES |
| $ | - | $ | - | $ | - | $ | - | $ | - | |
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EXPENSES |
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General & Administrative |
| 1,735 |
| 2,817 |
| 3,085 |
| 2,817 |
| 104,897 | ||
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TOTAL EXPENSES |
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| 1,735 |
| 2,817 |
| 3,085 |
| 2,817 |
| 104,897 | |
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Net Operating Loss |
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| (1,735) |
| (2,817) |
| (3,085) |
| (2,817) |
| (104,897) | |
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LOSS BEFORE TAXES |
| (1,735) |
| (2,817) |
| (3,085) |
| (2,817) |
| (104,897) | ||
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TAXES |
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NET LOSS |
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| $ | (1,735) | $ | (2,817) | $ | (3,085) | $ | (2,817) | $ | (104,897) |
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NET LOSS PER SHARE | $ | - | $ | - | $ | - | $ | - |
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WEIGHTED AVERAGE |
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SHARES OUTSTANDING |
| 18,000,000 |
| 18,000,000 |
| 18,000,000 |
| 18,000,000 |
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The accompanying notes are an integral part of these financial statements.
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Wings & Things, Inc. | |||||||||
(A Development Stage Company) | |||||||||
Consolidated Statements of Cash Flows | |||||||||
(Unaudited) | |||||||||
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| From | |||
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| March 11, | |||
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| 1986 | |||
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| For the six months ended |
| Through | |||||
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| June 30, | |||||
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| 2007 |
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Cash Flows from Operating Activities |
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Net Loss |
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| $ | (3,085) | $ | (2,817) | $ | (104,897) |
Adjustments to reconcile net (loss) to cash provided |
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(Used) by operating activities: |
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Depreciation & Amortization |
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| 17,000 | ||
Stock issued for services |
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| 10,000 | ||
Changes in assets and liabilities: |
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Increase in Accounts Payable and Accrued Liabilities | 1,000 |
| 12,200 |
| 78,500 | ||||
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Net Cash Provided (Used) by Operating Activities | (2,085) |
| 9,383 |
| 603 | ||||
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Cash Flows from Investing Activities |
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Net Cash Provided (Used) by Investing Activities |
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Cash Flows from Financing Activities |
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Net Cash Provided (Used) by Financing Activities | - |
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Increase (Decrease) in Cash |
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| 9,383 |
| 603 | ||
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Cash and Cash Equivalents at Beginning of Period | 2,688 |
| 450 |
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Cash and Cash Equivalents at End of Period | $ | 603 | $ | 9,833 | $ | 603 | |||
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Supplemental Cash Flow Information: |
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Stock issued for marketing rights |
| $ | - | $ | - | $ | 17,000 | ||
Stock issued for services |
| $ | - | $ | - | $ | 10,000 | ||
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Cash Paid For: |
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Interest |
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| $ | - | $ | - | $ | - |
Income Taxes |
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| $ | - | $ | - | $ | - | |
The accompanying notes are an integral part of these financial statements
5
Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2008
GENERAL
Wings & Things, Inc. (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2008 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form 10-K for the twelve months ended December 31, 2007.
UNAUDITED INFORMATION
The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.
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In this report references to “Wings & Things,” “we,” “us,” and “our” 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,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looki ng statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
We are a development stage company and have not recorded revenues from operations for the past two fiscal years. During the next twelve months our management intends to actively seek an operating company to acquire or merge with which may provide operating revenue. Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger with or acquisition of a viable private company. The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the process of “going public.” However, should a merger or acquisition prove unsuccessful, it is possible that we may decide not to pursue further merger/acquisition activities.
As of the date of this filing, we have not identified any assets or business opportunities for acquisition or merger. Potential investors must recognize that our management may effect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our management to complete acquisitions without submitting any proposal to the stockholders for their consideration. In addition, because we have limited capital available for investigation of business opportunities and management has limited experience in business analysis, we may not discover or adequately evaluate adverse facts about any particular business opportunity. All risks inherent in new and inexperienced enterprises are inherent in our plan.
Financial Condition
We have had recurring operating losses for the past two fiscal years. At June 30, 2008 we had cash of $603 and total liabilities of $78,500. We spend approximately $10,000 per year for our operations and the majority of our expenses are related to the preparation of our periodic reports under the Exchange Act. These expenses include legal, accounting and professional services and costs required to prepare and file our reports with the SEC. We are unable to pay cash for these services and we will need to raise additional funds during the next twelve months.
Historically we have relied on loans to meet our cash requirements. In the short term, we intend to rely on equity or debt transactions with third parties and/or related parties to provide additional capital. We may repay this debt with cash, if available, or may convert the debt into common stock. We also may issue common stock for services rendered to us.
If we obtain a business opportunity, then it may be necessary to raise additional capital through the sale of our common stock. We anticipate that the common stock will be issued pursuant to exemptions to registration 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 from the registration requirements. 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 shareholders may experience dilution in the value per share of their common stock.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4T. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow 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. Based on that evaluation, he concluded that our disclosure controls and procedures were effective.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Management determined that there were no changes made in our internal control over financial reporting during the second quarter of our 2008 fiscal year that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 6. EXHIBITS
Part I Exhibits
No.
Description
31.1
Principal Executive Officer Certification
31.2
Principal Financial Officer Certification
32.1
Section 1350 Certification
Part II Exhibits
No.
Description
3(i)
Articles of Incorporation, dated March 11, 1986 (Incorporated by reference to exhibit 2.1 of the Form 10-SB, File No. 000-30529, filed November 1, 2000)
3(ii)
Bylaws of Wings & Things, Inc. (Incorporated by reference to exhibit 2.3 of the Form 10-SB, File No. 000-30529, filed November 1, 2000)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WINGS & THINGS, INC. By: /s/ Greg Popp Greg Popp President and Director Principal Financial Officer | Date: August 5, 2008 |
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