UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2012
[ ] Transition report pursuant Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _______ to _______.
Commission file number 333-167227
WINECOM INC.
(Exact name of registrant as specified in its Charter)
Nevada 26-2944840
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2 Duchifat Street, Kibbutz Dovrat, D.N Emek Yezreel Israel 19325
(Address of principal executive offices) (Zip Code)
011 (972) 57-946-2208
(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 [ ] No [X]
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 [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. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of August 14, 2012, the Company had outstanding 5,000,000 shares of common
stock, par value $0.0001.
TABLE OF CONTENTS
Part I - FINANCIAL INFORMATION................................................ 3
Item 1. Financial Statements................................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................10
Item 3. Quantitative and Qualitative Disclosures About Market Risk...........14
Item 4. Controls and Procedures..............................................14
PART II - OTHER INFORMATION...................................................14
Item 1. Legal Proceedings....................................................14
Item 1A. Risk Factors.........................................................14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........14
Item 3. Defaults Upon Senior Securities......................................14
Item 4. Mine Safety Disclosures..............................................14
Item 5. Other Information....................................................14
Item 6. Exhibits.............................................................15
SIGNATURES....................................................................16
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WINECOM INC
Condensed Balance Sheets
June 30, December 31,
2012 2011
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS:
Cash $ 371 $ 3,111
-------- --------
TOTAL CURRENT ASSETS 371 3,111
-------- --------
TOTAL ASSETS $ 371 $ 3,111
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Loans payable - director $ 8,928 $ 2,818
Accounts payable 19,224 16,116
-------- --------
TOTAL CURRENT LIABILITIES 28,152 18,934
-------- --------
TOTAL LIABILITIES 28,152 18,934
-------- --------
STOCKHOLDERS' DEFICIT:
Preferred Stock, 50,000,000 shares authorized,
par value $0.0001, no shares issued and outstanding -- --
Common Stock, 100,000,000 shares authorized, par value $0.0001,
5,000,000 shares issued and outstanding 500 500
Additional paid in capital 31,713 31,713
Deficit accumulated during the development stage (59,994) (48,036)
-------- --------
TOTAL STOCKHOLDERS' DEFICIT (27,781) (15,823)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 371 $ 3,111
======== ========
The accompanying notes are an integral part of these
condensed financial statements.
3
WINECOM INC
Condensed Statements of Operations
(Unaudited)
Three Months Ended Six Months Ended July 1, 2008
June 30, June 30, (Inception) to
-------------------------- -------------------------- June 30,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
REVENUE $ -- $ -- $ -- $ -- $ --
---------- ---------- ---------- ---------- ----------
EXPENSES:
General and administrative 7,277 15,091 11,848 20,982 59,884
---------- ---------- ---------- ---------- ----------
Interest Expense (110) -- (110) -- (110)
---------- ---------- ---------- ---------- ----------
Loss before income taxes (7,387) (15,091) (11,958) (20,982) (59,994)
Provision for income taxes -- -- -- -- --
---------- ---------- ---------- ---------- ----------
NET LOSS $ (7,387) $ (15,091) $ (11,958) $ (20,982) $ (59,994)
========== ========== ========== ========== ==========
BASIC AND DILUTED:
Loss per common share a a a a
---------- ---------- ---------- ----------
WEIGHTED AVERAGE NUMBER OF COMMON SHARES 5,000,000 5,000,000 5,000,000 4,651,934
========== ========== ========== ==========
----------
a = Less than ($0.01) per share
The accompanying notes are an integral part of these
condensed financial statements.
4
WINECOM INC
(A Development Stage Company)
Statement of Stockholders' Equity (Deficit)
(Unaudited)
Deficit
Common Stock Accumulated Total
-------------------- Stock During the Stockholders'
Number of Paid in Subscriptions Development Equity
Shares Amount Capital Receivable Stage (Deficit)
------ ------ ------- ---------- ----- ---------
July 1, 2008 (Inception) -- $ -- $ -- $ -- $ -- $ --
Common stock issued to Directors
for cash ($0.005 per share) 4,000,000 400 19,600 (20,000) -- --
Net loss -- -- -- -- (818) (818)
--------- --------- --------- --------- --------- ---------
Balances December 31, 2008 4,000,000 400 19,600 (20,000) (818) (818)
Net loss -- -- -- -- (1,250) (1,250)
--------- --------- --------- --------- --------- ---------
Balance December 31, 2009 4,000,000 400 19,600 (20,000) (2,068) (2,068)
Stock subscriptions received -- -- -- 20,000 -- 20,000
Net loss -- -- -- -- (2,546) (2,546)
--------- --------- --------- --------- --------- ---------
Balance December 31, 2010 4,000,000 400 19,600 -- (4,614) 15,386
--------- --------- --------- --------- --------- ---------
Common stock issued for cash, net of
offering costs ($0.04 per share) 1,000,000 100 12,113 -- -- 12,213
Net loss -- -- -- -- (43,422) (43,422)
--------- --------- --------- --------- --------- ---------
Balance December 31, 2011 5,000,000 500 31,713 -- (48,036) (15,823)
--------- --------- --------- --------- --------- ---------
Net loss -- -- -- -- (4,571) (4,571)
--------- --------- --------- --------- --------- ---------
Balance March 31, 2012 5,000,000 500 31,713 -- (52,607) (20,394)
Net loss -- -- -- -- (7,387) (7,387)
--------- --------- --------- --------- --------- ---------
Balance June 30, 2012 5,000,000 $ 500 $ 31,713 $ -- $ (59,994) $ (27,781)
========= ========= ========= ========= ========= =========
The accompanying notes are an integral part of these
condensed financial statements.
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WINECOM INC
Condensed Statements of Cashflows
(Unaudited)
Six Months Ended July 1, 2008
June 30, (Inception) to
--------------------------- June 30,
2012 2011 2012
-------- -------- --------
OPERATING ACTIVITIES:
Net loss $(11,958) $(20,982) $(59,994)
Adjustments To Reconcile Net Loss To Net
Cash Used By Operating Activities
Increase in accounts payable 3,108 5,627 19,224
Accrued interest on loan from director 110 -- 110
-------- -------- --------
NET CASH USED BY OPERATING ACTIVITIES (8,740) (15,355) (40,660)
-------- -------- --------
INVESTING ACTIVITIES:
NET CASH USED BY INVESTING ACTIVITIES -- -- --
-------- -------- --------
FINANCING ACTIVITIES:
Proceeds from loans - director 6,000 -- 8,818
Payment of offering costs -- (534) (27,787)
Proceeds from issuance of common stock -- 40,000 60,000
-------- -------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 6,000 39,466 41,031
-------- -------- --------
Net Increase (Decrease) in Cash (2,740) 24,111 371
Cash, Beginning of Period 3,111 164 --
-------- -------- --------
CASH, END OF PERIOD $ 371 $ 24,275 $ 371
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these
condensed financial statements.
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WINECOM INC.
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
THREE AND SIX MONTHS ENDED JUNE 30, 2012
NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
Winecom Inc. was incorporated under the laws of the state of Nevada on July 1,
2008 and is engaged in the development of an Internet social website that caters
to wine lovers.
In the opinion of management, the accompanying unaudited condensed financial
statements of Winecom Inc. (the "Company") contain all adjustments necessary to
present fairly the Company's financial position as of June 30, 2012 and December
31, 2011 and its results of operations for the three and six months ended June
30, 2012 and 2011 and cash flows for the six months ended June 30, 2012 and 2011
and for the period from July 1, 2008 (inception) through June 30, 2012. The
accompanying unaudited interim financial statements have been prepared in
accordance with instructions to Form 10-Q and therefore do not include all
information and footnotes required by accounting principles generally accepted
in the United States of America. The results of operations for the three and six
months ended June 30, 2012 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements. The
Company bases its estimates on historical experience, management expectations
for future performance, and other assumptions as appropriate. The Company
re-evaluates its estimates on an ongoing basis; actual results may vary from
those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments, consisting of
accounts payable and loans payable - director, approximate their fair value due
to the short-term maturity of such instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial statements.
INCOME TAXES
A deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry forwards.
Deferred tax expense (benefit) results from the net change during the year of
deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
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The Company's practice is to recognize interest accrued related to unrecognized
tax benefits in interest expense and penalties in operating expenses. As of June
30, 2012 and December 31, 2011, the Company had no accrued interest or
penalties.
EARNINGS PER SHARE
The basic earnings (loss) per share is calculated by dividing our net income
available to common shareholders by the weighted average number of common shares
during the year. The diluted earnings (loss) per share is calculated by dividing
our net income (loss) available to common shareholders by the diluted weighted
average number of shares outstanding during the year. The diluted weighted
average number of shares outstanding is the basic weighted number of shares
adjusted as of the first of the year for any potentially dilutive debt or
equity.
SOFTWARE DEVELOPMENT COSTS
Software development costs representing capitalized costs of design,
configuration, coding, installation and testing of the Company's website up to
its initial implementation. Upon implementation, the asset will be amortized to
expense over its estimated useful life of three years using the straight-line
method. Ongoing website post-implementation costs of operation, including
training and application maintenance, will be charged to expense as incurred. As
of June 30, 2012, the Company has yet to incur software development costs as all
development has been performed by the Company's officers.
RECENTLY ISSUED ACCOUNTING STANDARDS
Management does not believe that any recently issued, but not yet effective,
accounting standards if currently adopted would have a material effect on the
accompanying consolidated financial statements.
NOTE 3. INCOME TAXES
The Company uses the liability method, where deferred tax assets and liabilities
are determined based on the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
and income tax reporting purposes. Since its inception through June 30, 2012,
the Company has incurred net losses and, therefore, has no tax liability. The
net deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is approximately
$60,000 and will expire 20 years from the date the loss was incurred.
NOTE 4. STOCKHOLDER'S EQUITY
AUTHORIZED
The Company is authorized to issue 100,000,000 shares of $0.0001 par value
common stock and 50,000,000 shares of preferred stock, par value $0.0001. All
common stock shares have equal voting rights, are non-assessable and have one
vote per share. Voting rights are not cumulative and, therefore, the holders of
more than 50% of the common stock could, if they choose to do so, elect all of
the directors of the Company.
ISSUED AND OUTSTANDING
On July 1, 2008, the Company issued 4,000,000 common shares to its directors for
cash consideration of $20,000. The cash proceeds were received during the year
ended December 31, 2010.
During the three months ended June 30, 2011, the Company sold 1,000,000 shares
of common stock for gross proceeds of $40,000, net of transaction costs of
$27,787.
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NOTE 5. RELATED PARTY TRANSACTIONS
As of December 31, 2011 and June 30, 2012, the officers of the Company had
advanced $8,928 to the Company. These amounts are non-interest bearing and due
on demand. The Company also owes an officer of the Company $1,950 for travel
expenses incurred in 2011 and included in accounts payable as of June 30, 2012
and December 31, 2011.
During 2008, the Company issued 4,000,000 common shares to its directors for
cash consideration. See Note 4.
In April 2012, the Company issued a promissory note in the amount of $6,000 to
an officer of the Company, the proceeds from which were used for working capital
purposes. The promissory note matures in April 2013 and accrues interest at an
annual rate of 10%. The balance of the note as of June 30, 2012 was $6,110,
including accrued and unpaid interest of $110.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has incurred net losses
for the period from inception (July 1, 2008) through June 30, 2012 totaling
$59,994. The Company has never generated revenues and there can be no assurance
that revenues will ever be generated. The Company does not have sufficient
working capital to implement its business plan to the its fullest potential.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. The Company's continuation as a going concern is dependent
on its ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis should be read in conjunction with the accompanying
Condensed Financial Statements and related notes. Our discussion and analysis of
our financial condition and results of operations are based upon our condensed
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of financial
statements in conformity with accounting principles generally accepted in the
United States of America requires us to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of any
contingent liabilities at the financial statement date and reported amounts of
revenue and expenses during the reporting period. On an on-going basis we review
our estimates and assumptions. Our estimates are based on our historical
experience and other assumptions that we believe to be reasonable under the
circumstances. Actual results are likely to differ from those estimates under
different assumptions or conditions. Our critical accounting policies, the
policies we believe are most important to the presentation of our financial
statements and require the most difficult, subjective and complex judgments, are
outlined below in "Critical Accounting Policies," and have not changed
significantly.
FORWARD-LOOKING STATEMENTS
Certain statements made in this report may constitute "forward-looking
statements on 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.
GENERAL
The following discussion and analysis should be read in conjunction with our
financial statements and related footnotes for the year ended December 31, 2011
included in our Form 10-K/A filed with the Securities and Exchange Commission on
March 21, 2012. The discussion of results, causes and trends should not be
construed to imply any conclusion that such results or trends will necessarily
continue in the future.
OVERVIEW
Winecom Inc. was incorporated under the laws of the state of Nevada on July 1,
2008 and is engaged in the development of an Internet social website that caters
to wine lovers.
Our offices are currently located at 2 Duchifat Street, Kibbutz Dovrat, D.N Emek
Yezreel 19325, Israel. Our telephone number is Tel: 011 (972) 57-946-2208. We
have a website at www.winecom.ning.com, however, the information contained on
our website does not form a part of this quarterly report. From our inception on
July 1, 2008 to October 2008, we have focused primarily on organizational
matters. Due to the continuing financial crisis in 2008 we suspended our
operations in October 2008, resuming them in September 2009. Since September
2009 we have been developing our website.
10
We are developing and offer a social networking website that focuses on building
online communities of wine lovers. Our website allows wine lovers to chat, post
pictures/videos, share wine expertise and experiences, create and share events,
and manage their wine collections. Our website, available at winecom.ning.com,
is accessible but is still a work-in-progress and in the development stage.
Though our website, www.winecom.ning.com is currently accessible it is not yet
prepared for a full public launch. It is currently in the testing phase as we
are reviewing the operations of the social network and various features.
We have not generated any revenue from our business, and we will need to raise
significant, additional funds for the future development of our business and to
respond to unanticipated requirements or expenses. Our ability to successfully
develop our product and to eventually produce and use it to generate operating
revenues also depends on our ability to obtain the necessary financing to
implement our business plan. Given that we have no operating history, no
revenues and only losses to date, we may not be able to achieve this goal, and
we may go out of business. We may need to issue additional equity securities in
the future to raise the necessary funds. We do not currently have any
arrangements for additional financing and we can provide no assurance to
investors we will be able to find such financing if further funding is required.
Obtaining additional financing would be subject to a number of factors. The
issuance of additional equity securities by us would result in a significant
dilution in the equity interests of our current stockholders. Obtaining loans
will increase our liabilities and future cash commitments, and there can be no
assurance that we will even have sufficient funds to repay our future
indebtedness or that we will not default on our future debts if we are able to
even obtain loans.
There can be no assurance that capital will continue to be available if
necessary to meet future funding needs or, if the capital is available, that it
will be on terms acceptable to us. If we are unable to obtain financing in the
amounts and on terms deemed acceptable to us, we may be forced to scale back or
cease operations.
In our management's opinion the emerging alternatives to general social
networking websites are niche social networking sites which are social networks
targeted at a specific audience. By targeting a specific audience, niche social
networks will be able to create a strong and lasting bond among their users. We
believe, although no assurance can be given, that our plan to offer a niche
social networking website for wine lovers is timely given the current market
conditions.
From July 1, 2008 (inception) to June 30, 2012, we have incurred accumulated net
losses of $59,994. As of June 30, 2012, we had $371 in current assets and
current liabilities of $28,152. Our auditors' report on the financial statements
for the year ended December 31, 2011 includes a going concern opinion. This
means that our auditors believe there is substantial doubt as to whether we can
continue as an ongoing business for the next twelve months. We do not anticipate
that we will generate revenues at least until we have completed and launched our
website.
PLAN OF OPERATIONS
We are developing and plan to offer a social networking website that focuses on
building online communities of wine lovers. Our website will allow wine lovers
to chat, post pictures/videos, share knowledge about their favorite wine, create
and share events and manage their wine collections.
Our business objectives for the next 12 months, provided the necessary funding
is available, are to:
* raise additional funds for the future development of our business.
* build the brand recognition of Winecom;
* complete the development of our website;
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* create interest in our website; and
* to establish our website as a one-stop-shop for wine lovers.
Our goals over the next 12 months are to:
* drive traffic to our website through marketing efforts,
* set up a Google Ads account and place ads on our website; and
* sell third-party goods on our website.
Our ability to achieve our business objectives and goals is dependent upon our
ability to raise capital.
ACTIVITIES TO DATE
We were incorporated in the State of Nevada on July 1, 2008. We are a
development stage company. From our inception to date, we have not generated any
revenues and our operations have been limited to organizational matters related
to the development of our business and our becoming a public company. Since
September 2009 we have been developing a social networking website that caters
to wine lovers. During 2011, we completed the integration of Facebook and
Twitter into our user sign-up process, delivering to existing Facebook or
Twitter users a streamlined method of website registration. Users with Facebook
or Twitter accounts will now be able to join the Winecom community without the
need to register separately through the Winecom site. We have also set up photo
importing from Flickr, which allows members to easily import any public photos
they have on Flickr to our website. . We now support Google +1. Our members can
recommend our content and their content to their friends. Additionally, if our
members are sharing their +1s publicly, the content they have shared will be
viewable in Google+, to their Circles and on the +1 list.
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2012 AND 2011
OPERATING EXPENSES
The Company incurred $7,277 of operating expenses during the three months ended
June 30, 2012 compared to $15,091 incurred during the three months ended June
30, 2011. The Company's expense in 2012 included $6,000 of accounting and
auditing fees, $593 of corporate registration fees, $300 of transfer agent fees,
$280 of SEC filing fees, $75 of web site costs, and $30 of bank charges. The
Company's expenses in 2011 included $4,588 of professional fees related to the
filing of financial reports with the SEC, $7,500 of consulting services related
to various matters concerning the Company's publicly company status, and $1,950
of travel expenses.
COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011
OPERATING EXPENSES
The Company incurred $11,848 of operating expenses during the six months ended
June 30, 2012 compared to $20,982 incurred during the six months ended June 30,
2011. The Company's expense in 2012 included $9,847 of accounting and auditing
fees, $593 of corporate registration fees, $500 of transfer agent fees, $520 of
SEC filing fees, $350 of web site costs, and $39 of bank charges. The Company's
expenses in 2011 included $10,507 of professional fees related to the filing of
financial reports with the SEC, $7,500 of consulting services related to various
matters concerning the Company's publicly company status, and $1,950 of travel
expenses.
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LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2012, we had total current assets of $371 (consisting entirely of
cash), total current liabilities of $28,152, and a working capital deficit of
$27,781 compared to total current assets of $3,111 (consisting entirely of
cash), total current liabilities of $18,934, and a working capital deficit of
$15,823 as of December 31, 2011.
We have not yet generated any revenue from our operations. We will require
additional funds to 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 will also need more funds if
the costs of the development of our website costs greater than we have budgeted.
We will also require additional financing to sustain our business operations if
we are not successful in earning revenues. We currently do not have any
arrangements for financing and we may not be able to obtain financing when
required. Our future is dependent upon our ability to obtain financing, the
successful development of our website, 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. If we are not able to raise any funds,
we will not have sufficient capital to carry out our business plan as planned
and will likely lack the funds to operate our business at all. We will require
additional funds to maintain our reporting status with the SEC and remain in
good standing with the state of Nevada.
There are no assurances that we will be able to obtain further funds required
for our continued operations. As widely reported, the global and domestic
financial markets have been extremely volatile in recent months. If such
conditions and constraints continue, we may not be able to acquire additional
funds either through credit markets or through equity markets. Even if
additional financing is available, it may not be available on terms we find
favorable. At this time, there are no anticipated sources of additional funds in
place. Failure to secure the needed additional financing will have an adverse
effect on our ability to remain in business.
GOING CONCERN
We have incurred net losses of $59,994 from our inception on July 1, 2008 to
June 30, 2012 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 December 31,
2011 include 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.
13
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
N/A
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Principal Executive Officer and Principal Financial Officer have
evaluated the effectiveness of the Company's disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June
30, 2012. Based upon such evaluation, the Principal Executive Officer and
Principal Financial Officer have concluded that, as of June 30, 2012, the
Company's disclosure controls and procedures were effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
No change in the Company's internal control over financial reporting occurred
during the quarter ended June 30, 2012, that materially affected, or is
reasonably likely to materially affect, the Company's internal control over
financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company knows of no material, existing or pending legal proceedings against
it. There are no proceedings in which any of the Company's directors, officers
or affiliates, or any registered or beneficial stockholder, is an adverse party
or has a material interest adverse to the Company.
ITEM 1A. RISK FACTORS
This item is not applicable to smaller reporting companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
EXHIBIT DESCRIPTION
Exhibit
Number Description
------ -----------
31.1 Certification of CEO Pursuant to 18 U.S.C. ss. 1350, Section 302
31.2 Certification of CFO Pursuant to 18 U.S.C. ss. 1350, Section 302
32.1 Certification Pursuant to 18 U.S.C. ss.1350, Section 906
32.2 Certification Pursuant to 18 U.S.C. ss. 1350, Section 906
101 Interactive data files pursuant to Rule 405 of Regulation S-T
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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.
WINECOM INC.
Date: August 14, 2012 By: /s/ Merdechay David
---------------------------------
Merdechay David,
President and Director
(Principal Executive Officer)
16