UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
[ ]
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) |
(435) 674-128 2
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] 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 [ ]
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 [ ] | Accelerate d filer [ ] 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 28, 2010 was 18,000,000.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
2
Balance Sheets
3
Statements of Operations
4
Statements of Cash Flows
5
Notes to the Financial Statements
6
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 Pr ocedures
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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, 2010 and 2009 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, 2010 are not necessarily indicative of results to be expected for any subsequent period.
WINGS & THINGS, INC.
(A Development Stage Company)
Financial Statements
June 30, 2010
2
Wings & Things, Inc. | ||||||||
(A Develop ment Stage Company) | ||||||||
Balance Sheets | ||||||||
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| June 30 |
| December 31 |
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| 2010 |
| 2009 |
ASSETS |
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| & nbsp; |
CURRENT ASSETS |
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Cash |
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| $ 5,509 |
| $ 836 |
Total Current Assets |
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| 5,509 |
| 836 | |
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TOTAL ASSETS |
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| $ 5,509 |
| $ 836 | |
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LIABILITIES AND STOCKHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Ac counts payable |
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| $ 94,000 |
| $ 85,500 | |
Total Current Liabilities |
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| 94,000 |
| 85,500 | ||
Total Liabilities |
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| 94,000 |
| 85,500 | |
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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 | ||||
Additional paid-in Capital |
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| 9,000 |
| 9,000 | ||
Deficit Accumulated During the Development Stage |
| (115,491) |
| (111,664) | ||||
Total Stockholders' Deficit |
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| (88,491) |
| (84,664) | ||
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TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |
| $ 5,509 |
| $ 836 | ||||
The accompanying notes are an integral part of these financial statements
3
Wings & Things, Inc.
(A Development Stage Company)
Statements of Operations
(Unaudited)
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| &n bsp; | From |
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| &nb sp; | Inception on |
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| For the three months ended |
| For the six months ended |
| March 11, 1986 | ||||
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| June 30, |
| June 30, |
| to June 30, | ||||
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| 2010 |
| 2009 |
| 2010 |
| 2009 |
| 2010 |
REVENUES |
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| $ - |
| $ - |
| $ - |
| $ - |
| $ - | |
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EXPENSES |
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General and administrative |
| 747 |
| 747 |
| 3,827 |
| 3,318 |
| 115,491 | ||
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TOTAL EXPENSES |
| 747 |
| 747 |
| 3,827 |
| 3,318 |
| 115,491 | ||
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Net Operating Loss |
| (747) |
| (747) |
| (3,827) |
| (3,318) |
| (115,491) | ||
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LOSS BEFORE TAXES |
| (747) |
| (747) |
| (3,827) |
| (3,318) |
| (115,491) | ||
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TAXES |
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| - |
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| - |
| - |
| - |
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NET LOSS |
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| $ (747) |
| $ (747) |
| $ (3,827) |
| $ (3,318) |
| $ (115,491) | |
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NET LOSS PER SHARE |
| $ - |
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| $ - |
| $ - |
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WEIGHTED AVERAGE SHARES |
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OUTSTANDING |
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| 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) | |||||||||
Statements of Cash Flows | |||||||||
(Unaudited) | |||||||||
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| From |
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| Inception on |
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| March 11, 1986 |
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| For the six months ended |
| Through | ||
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| June 30, |
| June 30, | ||
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| 2010 |
| 2009 |
| 2010 |
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Cash Flows from Operating Activities |
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Net Loss |
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| $ (3,827) |
| $ (3,318) |
| $ (115,491) |
Adjustments to reconcile net loss to cash provided |
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(Used) by operating activities: |
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Depreciation and amortization |
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| 17,000 | ||
& nbsp; 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 | 8,500 |
| 5,000 |
| 94,000 | ||||
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Net Cash Provided (Used) by Operating Activities | 4,673 |
| 1,682 |
| 5,509 | ||||
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Cash Flows from Investing Activities |
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| - |
| - |
| - | ||
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Cash Flows from Financing Activities |
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Increase (Decrease) in Cash |
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| 4,673 |
| 1,682 |
| 5,509 | ||
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Cash and Cash Equivalents at Beginning of Period | 836 |
| 648 |
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Cash and Cash Equivalents at End of Period |
| $ 5,509 |
| $ 2,330 |
| $ 5,509 | |||
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Supplemental Cash Flow Information: |
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Stock issued for marketing rights |
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| $ 17,000 | ||
Stock issued for services |
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| $ 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
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Wings & Things, Inc.
(A Development Stage Company)
Notes to the Financial Statements
June 30, 2010
NOTE 1 -
BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Excha nge Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its December 31, 2009 Annual Report on Form 10-K. Operating results for the six months ended June 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010.
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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 reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions. This report contains these types of statements. Words such as “may,” “ex pect,” “believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Executive Overview
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 filing we have not identified any business opportunity that we plan to pursue, nor have we reached any preliminary or definitive agreements or understandings with any person concerning an acquisition or merger.
Financial Condition
We are a development stage company and have not recorded revenues for the past two fiscal years. At June 30, 2010, we had $5,509 in cash and had total liabilities of $94,000 and we are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management or significant stockholders 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.
During the next 12 months we anticipate incurring costs related to the filing of Exchange Act reports, and we may incur costs related to investigating, analyzing and consummating an acquisition. We believe we will be able to meet these costs through funds provided by management and significant stockholders. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.
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 the event we merge with or acquire such a company, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth company. 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 an d shortages of available capital, our management believes that there are numerous firms seeking even the limited additional capital which we will have and/or 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
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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 stock. Potentially available business combinations may occur i n many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.
Management anticipates that the struggling global economy will restrict the 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 w ill 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.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. Our President, who serves as our principal executive officer and principal financial of ficer, 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 and determined that there were no changes made in our internal control over financial reporting during the second quarter of our 2010 fiscal year that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
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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)
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.
WING S & THINGS, INC. By: /s/ Greg L. Popp Greg L. Popp President and Director Principal Financial Officer | Date: August 12, 2010 |
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