Wings & Things (WGTG) 10-Q 14 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Aug. 10, 2018
Document And Entity Information
Entity Registrant Name	WINGS & THINGS INC.
Entity Central Index Key	1,110,482
Document Type	10-Q
Document Period End Date	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		18,000,000
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
CURRENT ASSETS
Cash and cash equivalents	$ 44,135	$ 64,955
Accounts receivable, net	1,225,468	491,186
Inventory, net	5,589,353	7,342,039
Prepayments and other current assets	1,326,038	210,092
Total Current Assets	8,184,994	8,108,272
PROPERTY AND EQUIPMENT, NET	453,960	487,891
OTHER ASSETS
Land use rights, net	106,915	109,975
Deposits	3,779	3,836
TOTAL ASSETS	8,749,648	8,709,974
CURRENT LIABILITIES
Accounts payable and accrued expenses	356,648	250,726
Accounts payable and accrued expenses - related party	59,980	53,944
Customer prepayments	246,941	1,152,537
Taxes payable	1,786,368	1,611,416
Other payables	200	200
Advance from related parties	1,653,278	1,281,182
Notes payable - related party	150,900	150,900
Notes payable	84,500	84,500
Short term loans	2,191,847	2,224,853
Total Current Liabilities	6,530,662	6,810,258
TOTAL LIABILITIES	6,530,662	6,810,258
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 20,000,000 shares authorized; 18,000,000 shares issued and outstanding	18,000	18,000
Additional paid-in capital	2,761,908	2,761,908
PRC statutory reserve	82,484	82,484
Other accumulated comprehensive income	(26,142)	20,834
Accumulated deficit	(617,264)	(983,510)
Total Stockholders' Equity	2,218,986	1,899,716
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 8,749,648	$ 8,709,974

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	18,000,000	18,000,000
Common stock, shares outstanding	18,000,000	18,000,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
REVENUES	$ 2,738,240	$ 3,783,543	$ 6,226,427	$ 5,656,859
COST OF SALES	2,204,287	3,310,061	5,491,748	4,871,571
GROSS PROFIT	533,953	473,482	734,679	785,288
OPERATING EXPENSES
General & administrative	52,176	62,271	155,569	163,238
Research & development	12,266	80,623	54,466	80,623
Selling expense	3,688	1,336	34,516	12,754
TOTAL OPERATING EXPENSES	68,130	144,230	244,551	256,615
INCOME FROM OPERATIONS	465,823	329,252	490,128	528,673
OTHER INCOME (EXPENSE)
Interest income	25	32	58	68
Other income	10,988		10,988
Interest expense	(67,175)	(58,075)	(134,928)	(116,263)
TOTAL OTHER EXPENSE	(56,162)	(58,043)	(123,882)	(116,195)
INCOME BEFORE INCOME TAXES	409,661	271,209	366,246	412,478
PROVISION FOR INCOME TAXES				(100)
NET INCOME	409,661	271,209	366,246	412,378
OTHER COMPREHENSIVE INCOME (LOSS)	(129,564)	36,635	(46,976)	52,140
COMPREHENSIVE INCOME/(LOSS)	$ 280,097	$ 307,844	$ 319,270	$ 464,518
Basic and diluted net loss per share	$ 0.02	$ 0.02	$ 0.02	$ 0.03
Weighted average shares outstanding	18,000,000	15,000,000	18,000,000	15,000,000

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$ 366,246	$ 412,378
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization expense	30,750	28,310
Changes in operating assets and liabilities, net of acquisition:
(Increase) decrease in accounts receivables	(770,096)	166,863
(Increase) decrease in prepayments and other receivables	(1,162,111)	(114,550)
(Increase) decrease in inventories	1,706,997	(929,831)
Increase (decrease) in taxes payable	206,507	119,804
Increase (decrease) in prepayments from customers	(922,676)	99,364
Increase (decrease) in accounts payable and accrued expenses	119,221	59,825
Net Cash Used in Operating Activities	(425,162)	(157,837)
CASH FLOWS FROM INVESTING ACTIVITiES
Purchases of property and equipment	(1,546)
Net Cash Used in Investing Activities	(1,546)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to related party	(142,547)	(567,913)
Cash received from advances		378,633
Proceeds from related parties	548,633	226,405
Net Cash Provided by Financing Activities	406,086	37,125
Effect of exchange rate changes on cash	(198)	3,777
NET DECREASE IN CASH AND CASH EQUIVALENTS	(20,820)	(116,935)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD	64,955	225,539
CASH AND CASH EQUIVALENTS, END OF PERIOD	44,135	108,604
SUPPLEMENTAL DISCLOSURES:
Cash paid for interest		58,188
Cash paid for income taxes		$ 100

Condensed Consolidated Financia

Condensed Consolidated Financial Statements	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Condensed Consolidated Financial Statements	NOTE 1 – Condensed Consolidated Financial Statements The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended June 30, 2018 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed consolidated or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2017 audited financial statements as reported in its Form 10-K. The results of operations for the period ended June 30, 2018 are not necessarily indicative of the operating results for the full year ended December 31, 2018.

Reorganization and Reverse Acqu

Reorganization and Reverse Acquisition Accounting Treatment	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Reorganization and Reverse Acquisition Accounting Treatment	NOTE 2 – Reorganization and Reverse Acquisition Accounting Treatment Wings & Things acquired Northern Mountain Silk, Inc., a Utah corporation (“Northern Mountain”) on September 21, 2017 pursuant to a private transaction between VIP Worldnet, Inc. (“VIP Worldnet”), the majority shareholder of Wings & Things, and Northern Mountain. VIP Worldnet transferred 14,100,000 of Wings & Things common stock to Northern Mountain’s shareholders, leaving VIP Worldnet with 900,000 shares of Wings & Things common stock. Based upon this private transaction, Northern Mountain shareholders delivered 15,000,000 of Northern Mountain’s issued and outstanding shares to Wings & Things, resulting in Northern Mountain becoming a wholly-owned subsidiary of Wings & Things and its shareholders, as a group, owning 78.3% of Wings & Things outstanding common stock. Northern Mountain is a holding company and does not have significant business operations, other than holding of equity interests in its subsidiaries and a variable interest entity (VIE). It has an operating variable interest entity Liaoning Yixing Silk Company Limited (“Yixing Silk”), which operates in the natural raw silk industry in the Peoples Republic of China. On a consolidated basis, Northern Mountain’s operating activities are significant compared to those of Wings & Things, therefore, pursuant to SEC reporting regulations, the acquisition is treated as a reverse acquisition with Northern Mountain becoming the accounting acquirer. Although the legal acquirer in the acquisition is Wings & Things, in a reverse acquisition the accounting acquirer’s financial historical information is presented in the financial statements as though they are the parent company’s history, but in actuality all historical financial information is that of accounting acquirer. In these financial statements, all historical financial information is that of Northern Mountain which consists primarily of the operating activities of its only operating entity, Yixing Silk. In addition to the historical presentation changes in a reverse acquisition, there is also a reorganization of the parent company’s equity section, as such, the historical retained earnings of Wings & Things prior to the acquisition on September 21, 2017 has been reclassified to paid in capital and the retained earnings have been replaced by those of Northern Mountain.

Inventories

Inventories	6 Months Ended
	Jun. 30, 2018
Inventory Disclosure [Abstract]
Inventories	NOTE 3 - Inventories Inventories consist of the following at June 30, 2018 and December 31, 2017: June 30, December 31, 2017 Raw materials $ 1,701,848 $ 3,507,718 Finished goods 3,887,505 3,834,321 Cost to market adjustment — — Total Inventories (net) $ 5,589,353 $ 7,342,039

Advances from Related Parties

Advances from Related Parties	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Advances from Related Parties	NOTE 4 – Advances from Related Parties The Company repaid a total related party advance of $78,488 during 2018 to one of the shareholders. The repayment of the advance was due on demand. The interest rate and term is under negotiation and will be determined at the end of 2018. The Company received the total advance of $548,633 from the officer and the repayments of $64,059 were made by the Company during the 2018. These advances are also due on demand.

Notes Payable

Notes Payable	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	NOTE 5 – Notes Payable The accompanying financial statements include Wings & Things’ notes payable and related party notes payable assumed in the reverse acquisition. Notes payable unrelated parties as of June 30, 2018 were $84,500, due on demand, and bear interest at 8%. Accrued interest at June 30, 2018 was $38,725. Notes payable-related party at June 30, 2018 were $150,900. Accrued interest at June 30, 2018 was $59,980. The notes bear interest at 8% and are due on demand.

Short Term Loans

Short Term Loans	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Short Term Loans	NOTE 6 – Short Term Loans June 30, December 31, 2017 A 2-year term Bank Note from a Chinese Bank in the amount of 4.5 million RMB, note bears interest at 11.16%, interest is due quarterly, with principal due on March 30, 2017. The note is secured by fixed assets and currently is in default. $ 680,229 $ 690,472 A 2-year term Bank Note from a Chinese Bank in the amount of 5 million RMB, note bears interest at 11.16%, interest is due quarterly, with principal due on March 30, 2017. The note is secured by fixed assets and currently is in default. 755,809 767,191 A 2-year term Bank Note from a Chinese Bank in the amount of 5 million RMB, note bears interest at 11.16%, interest is due quarterly, with principal due on March 30, 2017. The note is secured by fixed assets and currently is in default. 755,809 767,191 Total $ 2,191,847 $ 2,224,853 For the six months ended June 30, 2018 and 2017, interest expenses amounted to $125,512 and $116,263, respectively. At June 30, 2018 and December 31, 2017, accrued interest on the outstanding short-term loans was $302,156 and $184,024, respectively. Apart from the collateral of Company’s fixed assets, there were no other loan covenants required by the loans disclosed above.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	NOTE 7 – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of its liabilities in the normal course of business. The Company has an accumulated deficit of $617,264 and $983,510 as of June 30, 2018 and December 31, 2017, respectively. The Company’s ability to meet its cash requirements for the next twelve months largely depends on the related-party loans from a major shareholder and the continued renewal of short-term bank loans. These factors raise substantial doubt about the Company's ability to continue as a going concern. The Company is in the process of obtaining informal assurance from our current lender that our short-term loans will continue to be renewed and further opening dialog with the lender to convert the short-term loans to long term loans. The Company also may rely on sales of its common stock to raise additional funds. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Pro Forma

Pro Forma	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Pro Forma	NOTE 8 – Pro Forma The following Pro-forma Statements of Operations for the three and six months ended June 30, 2017, include the activity of Northern Mountain Silk, Inc. and Wings & Things, Inc. as if the two entities were consolidated at the beginning of the calendar year 2017. Unaudited Pro Forma Condensed Combined Statements of Operations Three Months Ended June 30, 2017 Wing & Northern Mountain Silk, Inc. Pro Forma Things, Inc. (Acquiree) Combined Revenue $ — $ 3,783,543 $ 3,783,543 Costs of revenue — 3,310,061 3,310,061 Operating expenses 2,615 144,230 146,845 Operating income (loss) (2,615 ) 329,252 326,637 Other (expenses) (4,388 ) (58,043 ) (62,431 ) Income (Loss) before income taxes (7,003 ) 271,209 264,206 Income tax provision — — — Net income $ (7,003 ) $ 271,209 $ 264,206 Other comprehensive (loss) — 36,635 36,635 Comprehensive Income(loss) $ (7,003 ) $ 307,844 300,841 Basic and diluted earnings per share $ (0.00 ) $ 0.01 Weighted-average shares 18,000,000 18,000,000 Unaudited Pro Forma Condensed Combined Statements of Operations Six Months Ended June 30, 2017 Wing & Northern Mountain Silk, Inc. Pro Forma Things, Inc. (Acquiree) Combined Revenue $ — $ 5,656,859 $ 5,656,859 Costs of revenue — 4,871,571 4,871,571 Operating expenses 8,130 256,615 264,745 Operating income (loss) (8,130 ) 528,673 520,543 Other (expenses) (8,736 ) (116,195 ) (124,931 ) Income (Loss) before income taxes (16,866 ) 412,478 395,612 Income tax provision — (100 ) (100 ) Net income $ (16,866 ) $ 412,378 $ 395,512 Other comprehensive (loss) 52,140 52,140 Comprehensive Income(loss) $ (16,866 ) $ 464,518 447,652 Basic and diluted earnings per share $ (0.00 ) $ 0.02 Weighted-average shares 18,000,000 18,000,000

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	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.

Inventories (Tables)

Inventories (Tables)	6 Months Ended
	Jun. 30, 2018
Inventory Disclosure [Abstract]
Inventories	June 30, December 31, 2017 Raw materials $ 1,701,848 $ 3,507,718 Finished goods 3,887,505 3,834,321 Cost to market adjustment — — Total Inventories (net) $ 5,589,353 $ 7,342,039

Short Term Loans (Tables)

Short Term Loans (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Short term loans	June 30, December 31, 2017 A 2-year term Bank Note from a Chinese Bank in the amount of 4.5 million RMB, note bears interest at 11.16%, interest is due quarterly, with principal due on March 30, 2017. The note is secured by fixed assets and currently is in default. $ 680,229 $ 690,472 A 2-year term Bank Note from a Chinese Bank in the amount of 5 million RMB, note bears interest at 11.16%, interest is due quarterly, with principal due on March 30, 2017. The note is secured by fixed assets and currently is in default. 755,809 767,191 A 2-year term Bank Note from a Chinese Bank in the amount of 5 million RMB, note bears interest at 11.16%, interest is due quarterly, with principal due on March 30, 2017. The note is secured by fixed assets and currently is in default. 755,809 767,191 Total $ 2,191,847 $ 2,224,853

Pro Forma (Tables)

Pro Forma (Tables)	6 Months Ended
	Jun. 30, 2018
Business Combinations [Abstract]
Pro-forma Statements of Operations	Unaudited Pro Forma Condensed Combined Statements of Operations Three Months Ended June 30, 2017 Wing & Northern Mountain Silk, Inc. Pro Forma Things, Inc. (Acquiree) Combined Revenue $ — $ 3,783,543 $ 3,783,543 Costs of revenue — 3,310,061 3,310,061 Operating expenses 2,615 144,230 146,845 Operating income (loss) (2,615 ) 329,252 326,637 Other (expenses) (4,388 ) (58,043 ) (62,431 ) Income (Loss) before income taxes (7,003 ) 271,209 264,206 Income tax provision — — — Net income $ (7,003 ) $ 271,209 $ 264,206 Other comprehensive (loss) — 36,635 36,635 Comprehensive Income(loss) $ (7,003 ) $ 307,844 300,841 Basic and diluted earnings per share $ (0.00 ) $ 0.01 Weighted-average shares 18,000,000 18,000,000 Unaudited Pro Forma Condensed Combined Statements of Operations Six Months Ended June 30, 2017 Wing & Northern Mountain Silk, Inc. Pro Forma Things, Inc. (Acquiree) Combined Revenue $ — $ 5,656,859 $ 5,656,859 Costs of revenue — 4,871,571 4,871,571 Operating expenses 8,130 256,615 264,745 Operating income (loss) (8,130 ) 528,673 520,543 Other (expenses) (8,736 ) (116,195 ) (124,931 ) Income (Loss) before income taxes (16,866 ) 412,478 395,612 Income tax provision — (100 ) (100 ) Net income $ (16,866 ) $ 412,378 $ 395,512 Other comprehensive (loss) 52,140 52,140 Comprehensive Income(loss) $ (16,866 ) $ 464,518 447,652 Basic and diluted earnings per share $ (0.00 ) $ 0.02 Weighted-average shares 18,000,000 18,000,000

Reorganization and Reverse Ac18

Reorganization and Reverse Acquisition Accounting Treatment (Details Narrative) - shares	1 Months Ended
	Sep. 30, 2017	Sep. 21, 2017
Business Combinations [Abstract]
Company stock transfered to Northern Mountain	14,100,000
Company stock remaining after transfer to VIP Worldnet	900,000
Northern Mountain stock delivered to VIP Worldnet in exchange	15,000,000
Percentage of Company outstanding common stock owned by Northern Mountain and its shareholders		78.30%

Inventories - Inventories (Deta

Inventories - Inventories (Details) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw materials	$ 1,701,848	$ 3,507,718
Finished goods	3,887,505	3,834,321
Cost to market adjustment
Total Inventories (net)	$ 5,589,353	$ 7,342,039

Advances from Related Parties (

Advances from Related Parties (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Repayments of related party advances	$ 142,547	$ 567,913
Advance received from officer	548,633	$ 226,405
Related Party (1)
Repayments of related party advances	78,488
Related Party (2)
Repayments of related party advances	$ 64,059

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	6 Months Ended
	Jun. 30, 2018USD ($)
Unrelated parties
Notes payable	$ 84,500
Interest rate	8.00%
Accrued interest	$ 38,725
Related parties
Notes payable	$ 150,900
Interest rate	8.00%
Accrued interest	$ 59,980

Short Term Loans - Short term l

Short Term Loans - Short term loans (Details)	6 Months Ended
	Jun. 30, 2018USD ($)
Bank Note from Chinese Bank in amount of 4.5 million RMB, secured by fixed assets
Bank Note, beginning balance	$ 690,472
Term	2 years
Interest rate	11.16%
Due date	Mar. 30, 2017
Bank Note, ending balance	$ 680,229
Bank Note from Chinese Bank in amount of 5 million RMB, secured by fixed assets
Bank Note, beginning balance	$ 767,191
Term	2 years
Interest rate	11.16%
Due date	Mar. 30, 2017
Bank Note, ending balance	$ 755,809
Bank Note from Chinese Bank in amount of 5 million RMB, secured by fixed assets
Bank Note, beginning balance	$ 767,191
Term	2 years
Interest rate	11.16%
Due date	Mar. 30, 2017
Bank Note, ending balance	$ 755,809
Total
Bank Note, beginning balance	2,224,853
Bank Note, ending balance	$ 2,191,847

Short Term Loans (Details Narra

Short Term Loans (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Debt Disclosure [Abstract]
Interest expenses	$ 125,512	$ 116,263
Accrued interest outstanding on short-term loans	$ 302,156		$ 184,024

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (617,264)	$ (983,510)

Pro Forma - Pro-forma Statement

Pro Forma - Pro-forma Statements of Operations (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2017
Wings & Things, Inc.
Revenue
Costs of revenue
Operating expenses	2,615	8,130
Operating income (loss)	(2,615)	(8,130)
Other (expenses)	(4,388)	(8,736)
Income (Loss) before income taxes	(7,003)	(16,866)
Income tax provision
Net income	(7,003)	(16,866)
Other comprehensive (loss)
Comprehensive Income (loss)	$ (7,003)	$ (16,866)
Basic and diluted earnings per share	$ 0	$ 0
Weighted-average shares	18,000,000	18,000,000
Northern Mountain Silk, Inc. (Acquiree)
Revenue	$ 3,783,543	$ 5,656,859
Costs of revenue	3,310,061	4,871,571
Operating expenses	144,230	256,615
Operating income (loss)	329,252	528,673
Other (expenses)	(58,043)	(116,195)
Income (Loss) before income taxes	271,209	412,478
Income tax provision		(100)
Net income	271,209	412,378
Other comprehensive (loss)	36,635	52,140
Comprehensive Income (loss)	307,844	464,518
Pro Forma Combined
Revenue	3,783,543	5,656,859
Costs of revenue	3,310,061	4,871,571
Operating expenses	146,845	264,745
Operating income (loss)	326,637	520,543
Other (expenses)	(62,431)	(124,931)
Income (Loss) before income taxes	264,206	395,612
Income tax provision		(100)
Net income	264,206	395,512
Other comprehensive (loss)	36,635	52,140
Comprehensive Income (loss)	$ 300,841	$ 447,652
Basic and diluted earnings per share	$ 0.01	$ 0.02
Weighted-average shares	18,000,000	18,000,000