UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2017
or
[ ] 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: 333-206450
WIGI4YOU, INC.
(Name of registrant in its charter)
Nevada | | |
(State or jurisdiction of incorporation or organization) | | 82-1063313 (IRS Employer Identification No.) |
1980 Festival Plaza Drive Suite 530
Las Vegas, NV 89135
(Address of principal executive offices)
Phone: (702)360-0652
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of class)
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 (ss. 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 [x]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated 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 [ ] No [x ]
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter. Not available
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of September 30, 2017 the registrant had 7,270,000 issued and outstanding shares of common stock.
Wigi4You, Inc.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are "forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
Factors that might cause these differences include the following:
● the integration of multiple technologies and programs;
● the ability to successfully complete development and commercialization of sites and our company’s expectations regarding market growth;
● changes in existing and potential relationships with collaborative partners;
● the ability to retain certain members of management;
● our expectations regarding general and administrative expenses;
● our expectations regarding cash balances, capital requirements, anticipated revenue and expenses, including infrastructure expenses;
● other factors detailed from time to time in filings with the SEC.
In addition, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.
We undertake no obligation to update publicly or revise any forward -looking statements, whether as a result of new information, or future events. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Wigi4You, Inc.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
|
ITEM 1. | | FINANCIAL STATEMENTS | | 3 |
| | | | |
ITEM 2. | | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | | 4 |
| | | | |
ITEM 3. | | QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | | 6 |
| | | | |
ITEM 4. | | CONTROLS AND PROCEDURES | | 7 |
| | | | |
PART II OTHER INFORMATION |
| | | | |
ITEM 1. | | LEGAL PROCEEDINGS | | 8 |
| | | | |
ITEM 1A. | | RISK FACTORS | | 8 |
| | | | |
ITEM 2. | | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | | 8 |
| | | | |
ITEM 3. | | DEFAULTS UPON SENIOR SECURITIES | | 8 |
| | | | |
ITEM 4. | | MINE SAFETY DISCLOSURES | | 8 |
| | | | |
ITEM 5. | | OTHER INFORMATION | | 8 |
| | | | |
ITEM 6. | | EXHIBITS | | 8 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
Wigi4You, Inc.
INDEX TO FINANCIAL STATEMENT
| |
Unaudited Balance Sheets at September 30, 2017 and June 30, 2017 | F-1 |
| |
Unaudited Statements of Operations for the three months ended September 30, 2017 and 2016 | F-2 |
| |
Unaudited Statement of Stockholders' Equity for the three months ended September 30, 2017 | F-3 |
| |
Unaudited Statements of Cash Flows for the three months ended September 30, 2017 and 2016 | F-4 |
| |
Notes to Financial Statements (Unaudited) | F-5 |
Wigi4You, Inc |
CONSOLIDATED BALANCE SHEETS |
Sept 30, 2017 and June 30, 2017 |
| | | | |
| | Sept 30, | | June 30, |
| | 2017 | | 2017 |
| | | | |
ASSETS | | | | | | | | |
Current assets | | | | | | | | |
Cash and Cash Equivalents | | $ | 16,992 | | | $ | 30 | |
Prepaid expense | | | 5,900 | | | | 790 | |
| | | | | | | | |
Total current assets | | | 22,892 | | | | 820 | |
| | | | | | | | |
Total assets | | $ | 22,892 | | | $ | 820 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
Current liabilities | | | | | | | | |
Accrued expenses | | | 3,500 | | | | 6,500 | |
Due to related party | | | 18,940 | | | | 555 | |
| | | | | | | | |
Total current liabilities | | | 22,440 | | | | 7,055 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | | | | | | | |
Stockholders' equity | | | | | | | | |
Common stock: $0.001 par value, 75,000,000 shares authorized, 7,270,000 and 7,250,000 shares issued and outstanding as of Sept 30, 2017 and 30 Jun 2017 | | $ | 7,270 | | | $ | 7,250 | |
Additional paid-in capital | | | 63,700 | | | | 53,720 | |
Common stock subscribed | | | — | | | | — | |
Accumulated deficit | | | (70,518 | ) | | | (67,205 | ) |
| | | | | | | | |
Total stockholders’ equity | | | 452 | | | | (6,235 | ) |
| | | | | | | | |
Total liabilities and stockholders’ equity | | $ | 22,892 | | | $ | 820 | |
Wigi4You, Inc |
CONSOLIDATED STATEMENTS OF OPERATIONS |
For the three months ended September 30, 2017 and 2016 |
(Unaudited) |
| | | | |
| | For the Three Months Ended |
| | September 30, |
| | 2017 | | 2016 |
| | | | |
Revenue | | $ | 12,821 | | | $ | — | |
Cost of Sales | | | 10,257 | | | | — | |
| | | | | | | | |
Gross Profit | | | 2,564 | | | | — | |
| | | | | | | | |
Expenses | | | | | | | | |
General and administrative expense | | | 2,260 | | | | 1,402 | |
Professional fee | | | 3,617 | | | | 3,000 | |
| | | | | | | | |
Total expenses | | | 5,877 | | | | 4,402 | |
| | | | | | | | |
Net Profit / (loss) | | $ | (3,313 | ) | | $ | (4,402 | ) |
| | | | | | | | |
Basic and diluted loss per common share | | $ | (0.00 | ) | | $ | (0.00 | ) |
| | | | | | | | |
Weighted average number of common shares outstanding - basic and diluted | | | 7,267,826 | | | | 5,445,652 | |
Wigi4You, Inc |
STATEMENTS OF STOCKHOLDERS' EQUITY |
For the three month ended and year ended September 30, 2017 and Jun 30, 2017 and 2016 |
(Unaudited) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | Common Stock | | Additional Paid-in | | Accumulated | | Common Stock | | Total Stockholders' |
| | Shares | | Amount | | Capital | | Deficit | | Subscribed | | Equity |
Balance at June 30, 2015 | | | 5,250,000 | | | $ | 5,250 | | | $ | 15,720 | | | $ | (1,503 | ) | | $ | — | | | $ | 19,467 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Share application money received | | | — | | | | — | | | | — | | | | — | | | | 31,000 | | | | 31,000 | |
Net loss for the year ended | | | — | | | | — | | | | — | | | | (16,063 | ) | | | — | | | | (16,063 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2016 | | | 5,250,000 | | | $ | 5,250 | | | $ | 15,720 | | | $ | (17,566 | ) | | $ | 31,000 | | | $ | 34,404 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Share application money received | | | — | | | | — | | | | — | | | | — | | | | 9,000 | | | | 9,000 | |
Common stock issued for cash | | | 2,000,000 | | | | 2,000 | | | | 38,000 | | | | — | | | | (40,000 | ) | | | — | |
Net loss for the year ended | | | — | | | | — | | | | — | | | | (49,639 | ) | | | — | | | | (49,639 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at June 30, 2017 | | | 7,250,000 | | | $ | 7,250 | | | $ | 53,720 | | | $ | (67,205 | ) | | $ | — | | | $ | (6,235 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Share application money received | | | | | | �� | | | | | | | | | | | | | 10,000 | | | | 10,000 | |
Common stock issued for cash | | | 20,000 | | | | 20 | | | | 9,980 | | | | | | | | (10,000 | ) | | | | |
Net loss for the period ended September 30, 2017 | | | — | | | | — | | | | — | | | | (3,313 | ) | | | — | | | | (3,313 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Balance at September 30, 2017 | | | 7,270,000 | | | $ | 7,270 | | | $ | 63,700 | | | $ | (70,518 | ) | | | — | | | $ | 452 | |
Wigi4You, Inc |
STATEMENT OF CASH FLOWS |
For the three months ended September 30, 2017 and 2016 |
(Unaudited) |
| | | | |
| | For the three months |
| | ended September 30, |
| | 2017 | | 2016 |
Cash flow from operating activities | | | | | | | | |
Net Profit / (loss) | | $ | (3,313 | ) | | $ | (4,402 | ) |
| | | | | | | | |
Changes in Operating Assets and Liabilities: | | | | | | | | |
Increase (Decrease) in accounts payable | | | | | | | 3,000 | |
Increase (Decrease) in due to related party | | | 18,385 | | | | | |
Increase (Decrease) in prepaid expense | | | (5,110 | ) | | | (4,601 | ) |
Increase (Decrease) in accrued expense | | | (3,000 | ) | | | — | |
| | | | | | | | |
Net cash used in operating activities | | $ | 6,962 | | | $ | (6,003 | ) |
| | | | | | | | |
Cash flows from investing activities | | $ | — | | | $ | — | |
| | | | | | | | |
Cash flow from financing activities | | | | | | | | |
Proceeds from stock issued or to be issued | | | 10,000 | | | | 9,000 | |
| | | | | | | | |
Net cash provided by (used in) financing activities | | $ | 10,000 | | | $ | 9,000 | |
| | | | | | | | |
Net increase/(decrease) in cash | | | 16,962 | | | | 2,997 | |
| | | | | | | | |
Cash at beginning of period | | | 30 | | | | 34,369 | |
| | | | | | | | |
Cash at end of period | | $ | 16,992 | | | $ | 37,366 | |
| | | | | | | | |
Supplemental cash flow information: | | | | | | | | |
Cash paid for interest | | $ | — | | | $ | — | |
Cash paid for income taxes | | $ | — | | | $ | — | |
WIGI4YOU, INC
NOTES TO UNAUDITED FINANCIAL STATEMENTS
September 30, 2017
NOTE A – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies of Wigi4you, Inc. (the Company) is presented to assist in understanding the Company’s financial statements. The accounting policies presented in these footnotes conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the accompanying financial statements. These financial statements and notes are representations of the Company’s management who are responsible for their integrity and objectivity. The Company has not realized revenues from its planned principal business purpose.
Organization, Nature of Business and Trade Name
Wigi4you, Inc. (the Company) was incorporated in the State of Nevada on March 19, 2014. Wigi4you, Inc. intended to provide a website and mobile app to assist event planners in locating performers, bands and speakers, booking locations and planning events in areas around the United States and Canada. The Company's subsidiary intend to give services of information technology in preliminary stage.
Wigi4You has planned to have the self-help photo kiosks to be implemented at major convenient locations such as shopping mall, buildings nearby subway station etc. to attract customers to use the service. The major revenue of Wigi4You will be generated from the self-help photo kiosks per the photo, fun, Wechat printing, the game commemorative photos, print documents copy, photo print etc.
The Company’s activities are subject to significant risks and uncertainties including failing to secure additional funding to operationalize the Company’s website and apps before another company develops similar websites or apps.
Basis of Presentation
The unaudited financial statements for the period ended September 30, 2017 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission (SEC) Regulation S-X rule 8-03. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2016 and the results of operations and cash flows for the period then ended. The financial data and other information disclosed in these notes to the interim financial statements related to the period are unaudited. The results for the three months ended September 30, 2017, are not necessarily indicative of the results to be expected for any subsequent quarters or for the entire year ending June 30, 2018. The balance sheet at June 30, 2017 has been derived from the audited financial statements at that date.
Principles of Consolidation
The consolidated financial statements present the financial position, results of operations and cash flows for Wigi4you, Inc. and its wholly-owned subsidiary, A Jia Creative Holdings Limited. Intercompany transactions and balances have been eliminated in consolidation.
Property and Equipment
Property and equipment are carried at cost. Expenditures for maintenance and repairs are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in income for the period.
Depreciation is computed for financial statement purposes on a straight-line basis over estimated useful lives of the related assets. The estimated useful lives of depreciable assets are:
| | Estimated |
| | Useful Lives |
Office Equipment | | 5-10 years |
Copier | | 5-7 years |
Vehicles | | 5-10 years |
For federal income tax purposes, depreciation is computed under the modified accelerated cost recovery system. For financial statements purposes, depreciation is computed under the straight-line method.
The Company has been in the developmental stage since inception. The Company currently does not have any property and equipment. The above accounting policies will be adopted upon the Company maintains property and equipment.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all short-term debt securities purchased with maturity of three months or less to be cash equivalents.
Recent Accounting Pronouncements
On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after March 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.
Revenue recognition
The Company’s revenue recognition policies are in compliance with FASB ASC 605-35 “Revenue Recognition”. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectability is reasonably assured. The Company recognizes revenues on sales of its services, based on the terms of the customer agreement. The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price. If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.
Fair Value of Financial Instruments
The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1– Quoted prices in active markets for identical assets or liabilities.
Level 2– Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3– Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
As of September 30, 2017 and June 30, 2017, the carrying value of accounts payable and loans that are required to be measured at fair value, approximated fair value due to the short-term nature and maturity of these instruments.
Advertising
Advertising expenses are recorded as general and administrative expenses when they are incurred.
Use of Estimates
The preparation of financial statements in accounting principles generally accepted in the United States of America 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. A change in managements’ estimates or assumptions could have a material impact on Wigi4You, Inc.’s financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Wigi4You, Inc.’s financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Capital Stock
The Company has authorized Seventy Five Million (75,000,000) shares of common stock with a par value of $0.001. Seven Million Two Hundred and Seventy Thousand (7,270,000) shares, Seven Million Two Hundred and Fifty Thousand (7,250,000) shares and Five Million Two Hundred and Fifty Thousand (5,250,000) shares of common stock were issued and outstanding as of September 30, 2017, June 30, 2017 and June 30, 2016, respectively.
Income Taxes
The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes.
NOTE B – GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company does not have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future with neither the intention nor the necessity of liquidation, ceasing trading, or seeking protection from creditors pursuant to laws or regulations. Accordingly, assets and liabilities are recorded on the basis that the entity will be able to realize its assets and discharge its liabilities in the normal course of business.
The Company has derived some incomes from the trading activities and incurred a working capital deficit, and an accumulated deficit of approximately $70,518. This condition among others raises substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the Business paragraph and eventually attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.
During the next year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with app development. The Company may experience a cash shortfall and be required to raise additional capital.
Historically, it has mostly relied upon internally generated funds and funds from the sale of shares of stock to finance its operations and growth. Management may raise additional capital through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect upon it and its shareholders.
In the past year, the Company funded operations by using cash proceeds received through the issuance of common stock. For the coming year, the Company plans to continue to fund the Company through debt and securities sales and issuances until the company generates enough revenues through the operations as stated above.
NOTE C – COMMON STOCK
The Company has authorized Seventy Five Million (75,000,000) shares of common stock with a par value of $0.001. Seven Million Two Hundred and Seventy Thousand (7,270,000) shares, Seven Million Two Hundred and Fifty Thousand (7,250,000) shares and Five Million Two Hundred and Fifty Thousand (5,250,000) shares of common stock were issued and outstanding as of September 30, 2017, June 30, 2017 and June 30, 2016, respectively.
NOTE D – RELATED PARTY TRANSACTIONS
On July 22, 2014, a Director of the company paid $555 to Thomas Puzzo towards his accounts payable due. The loan is unsecured, non-interest bearing, and due on demand.
On February 19, 2015, Company issued 5,250,000 Common Shares to the director of the company at $0.004 per share for cash proceeds of $21,000.
On July 10, 2017, Company issued 20,000 shares of Common Stock to two non-United States investors at $0.5 per share for cash proceeds of $10,000.
On 30 September, 2017, the balance $18,385 of the loan account of the Director - Wan Yin Ling. The loan is unsecured, non-interest bearing, and due on demand.
NOTE E– SUBSEQUENT EVENT
There is no significant event requiring disclosures.
Item 2. Management's Discussion and Analysis of Financial Condition And Results Of Operations
THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH OUR AUDITED FINANCIAL STATEMENTS AND THE RELATED NOTES THAT APPEAR ELSEWHERE IN THIS ANNUAL REPORT. THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT REFLECT OUR PLANS, ESTIMATES AND BELIEFS. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW AND ELSEWHERE IN THIS ANNUAL REPORT.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute “forward-looking statementson our current expectations and projections about future events”. These forward-looking statements involve known or unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected-in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.These forward-looking statements are made as of the date of this report, and we assume no obligation to update these forward-looking statements whether as a result of new information, future events, or otherwise, other than as required by law. In light of these assumptions, risks, and uncertainties, the forward-looking events discussed in this report might not occur and actual results and events may vary significantly from those discussed in the forward-looking statements.
Overview
Business Development
Wigi4You was incorporated in the State of Nevada on March 19, 2014, and our fiscal year end is June 30. The Company's administrative address is 1980 Festival Plaza Drive Suite 530, Las Vegas, NV 89135. The telephone number is:(702) 360-0652.
On June 14, 2017, Elaine Wan Yin Ling was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of our Board of Directors of our company. On June 14, 2017, Omri Revivo resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and member of our Board of Directors of our company. The Company is looking for suitable candidates to join the management teams so as to segregate the above duties.
Wigi4You has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities and loans from our corporate officer and director for funding.
Wigi4You has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Wigi4You, its director, officer, and affiliates have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.The Company has no promoters.
Business Plan
In this quarter, the Company has derived some incidental incomes from the trading activities. Nevertheless, the Company is planning to acquire a new business in the development of self-help photo kiosks, which is to be implemented at major convenient locations, such as shopping mall, buildings nearby subway station, etc. to attract customers to use the service. Arising from the growing needs of identity verification and photos for official processing of formal permit applications (e.g. such as driving license, individual identification card, passport and visa application, and etc.), the new business will implement an innovative photo kiosks in major locations in cities to provide economic and convenient self-help service. This type of mini photo kiosks provides a one stop self-help service center to allow the customers to apply varieties of permits through a simple process from the identity verification, photo taking, document scanning, electronic signature to making payment.
The management is still investigating the potential of the new business opportunities in this area and believes that this new kiosks business will bring profitable business revenue to Wigi4You, particularly when the numbers of units are multiplied in major cities in China in the future. The management will have further announcements when there are further developments in these new business opportunities in the future.
Principal Products, Services and Their Markets
Status of Publicly Announced New Products or Services
Wigi4You currently has no new publicly announced products or services.
Patents, Trademarks, Licenses, Agreements or Contracts
There are no aspects of our business plan currently which require a patent, trademark, or product license. We have not entered into any vendor agreements or contracts that give or could give rise to any obligations or concessions.
Governmental Controls, Approval and Licensing Requirements
None
Research and Development Activities and Costs
We have spent no time on specialized research and development activities.
Number of Employees
Wigi4You has no employees. Our sole officer and director is donating her time to the development of the Company, and intends to do whatever work is necessary in order to bring us to the point of earning revenues. We have no other employees and where necessary in expanding the Company’s business, the Company may consider hiring additional employees.
Plan of Operation
Wigi4you have limited business activity to generate revenue in preliminary stages and also no significant assets. Our executive offices are located at Unit 301-302, 3/F, Austin Tower, 152 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong. The office is a location at which the Company receives mail, has office services and can hold meetings. Our officer, Ms. Wan Yin Ling, Elaine, works on Company business in Hong Kong.
Results of Operations
Comparison for the Three Months Ended September 30, 2017 and 2016
Revenues
During the three months ended Sept 30, 2017, we have derived income of $12,821 (2016: Nil).
Operating Expenses
The Company’s operating expenses for the three months ended September 30, 2017 is $5,877 and for the three months ended September 30, 2016 is $4,402. Operating expenses for the three months ended September 30, 2017 consist of General and Administrative Expense $2,260 and Professional Fee $3,617. Operating expenses for the three months ended September 30, 2016 consist of General and Administrative Expense $1,402 and Professional fee $3,000.
Net Profit / Loss
During the three months ended Sept 30, 2017 and 2016 the company recognized net losses $3,313 and $4,402, respectively.
Liquidity and Capital Resources
On September 30, 2017, we had total current assets of $22,892 which consist of $16,992 in Cash, and $5,900 in prepaid expense. We had total current liabilities of $22,440, which consist of $18,940 due to related party.
Historically, we have financed our cash flow and operations from the sale of common stock and loan from related party. Net cash provided by financing activities for the three months ended September 30, 2017 was $10,000, which consist of proceeds for common stock issued $10,000. During the three months ended September 30, 2016 net cash provided by financing activities was $9,000, which consist of common stock to be issued $9,000
We have limited business activity to generate revenue in preliminary stages from our operations. We will require additional funds to fully implement our plans. These funds may be raised through equity financing, debt financing, or other sources, which may result in the dilution in the equity ownership of our shares. We currently do not have any arrangements for additional financing and we may not be able to obtain financing when required. Our future is dependent upon our ability to obtain financing, a successful marketing and promotion program and, further in the future, achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. We will require additional funds to maintain our reporting status with the SEC and remain in good standing with the state of Nevada.
Going Concern
We have incurred net loss since our inception on March 19, 2014 through September 30, 2017 totaling $70,518 and have completed only the preliminary stages of our business plan. We anticipate incurring additional losses before realizing any revenues and will depend on additional financing in order to meet our continuing obligations and ultimately, to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended June 30, 2017 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements do not include any adjustments that might result from the uncertainty about our ability to continue our business.
Recently Issued Accounting Pronouncements
We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Required
Item 4. Controls and Procedures
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by Rule 13a-15/15d-15 under the Securities and Exchange Act of 1934,as amended (the "Exchange Act"), as of September 30, 2017, we have carried out an evaluation of the effectiveness of the design and operation of our Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Company's management, our President (Principal Executive Officer) and Treasurer (Principal Accounting Officer). Based upon the results of that evaluation, our management has concluded that, as of September 30, 2017, our Company's disclosure controls and procedures were not effective and did not provide reasonable assurance that material information related to our Company required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management to allow timely decisions on required disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system is designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
| • | Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| • | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and |
| • | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. |
Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2017. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in INTERNAL CONTROL -- INTEGRATED FRAMEWORK.
Our management concluded that, as of September 30, 2017, our internal control over financial reporting was not effective based on the criteria in INTERNAL CONTROL -- INTEGRATED FRAMEWORK issued by the COSO.
This quarterly report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management's report in this annual report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the first quarter ended September 30, 2017 that has materially affected or is reasonably likely to materially affect our internal controls over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not aware of any legal proceedings to which we are a party or of which our property is the subject. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.
Item 1A. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosure
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Description
Exhibit Number | Exhibit Description |
31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101.INS * | | XBRL Instance Document |
101.SCH * | | XBRL Taxonomy Extension Schema Document |
101.CAL * | | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF * | | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB * | | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE * | | XBRL Taxonomy Extension Presentation Linkbase Document |
* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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.
| WIGI4YOU, INC. |
| |
DATED: November 2, 2017 | By:Ms. Wan Yin Ling_____________ |
| Ms. Wan Yin Ling |
| President (Principal Executive Officer) Chief Executive Officer |
| Chief Financial Officer |
| (Principal Accounting Officer), Treasurer, Secretary and Member of the Board of Directors |