XOTC:WYCC Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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 June 30, 2012

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:  000-53913


WAY COOL IMPORTS, INC.

(Exact name of registrant as specified in its charter)


Nevada

20-3925307

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

 

5555 North Star Ridge Way, ID

83669

(Address of principal executive offices)

(Zip Code)


208-283-1542

(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)


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.    

                                       X . Yes          .  No


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

     X .  Yes        .  No


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer       .  

Accelerated filer       .  


Non-accelerated filer       .   (Do not check if a smaller reporting company)

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).     X .   Yes        .    No


APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.       .  Yes         .   No


APPLICABLE ONLY TO CORPORATE ISSUERS:


Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of June 30, 2012:  53,500,000










WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

(UNAUDITED)








WAY COOL IMPORTS, INC.

(A Development Stage Company)

Index to Financial Statements




Index



 

Page

Balance Sheets

4

Statements of Operations

5

Statements of Cash Flows

6

Notes to Financial Statements

7

 

 



3



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS



 

 

 

 

 

 

June 30,

2012

(unaudited)

 

December 31,

2011

(audited)

ASSETS

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$

165

$

372

 

 

 

Prepaid Expense

 

-

 

2,185

 

 

 

Total Current Assets

 

165

 

2,557

 

 

 

 

 

 

 

 

 

 

Total Assets

$

165

$

2,557

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts Payable

$

17,606

$

11,262

 

 

Accrued Interest - Related Party

 

2,938

 

2,190

 

 

Accrued Interest

 

426

 

241

 

 

Note Payable - Related Party

 

30,000

 

30,000

 

 

Note Payable

 

9,700

 

1,200

 

 

 

Total Current Liabilities

 

60,670

 

44,893

 

 

 

 

 

 

 

 

 

 

Long Term Liabilities

 

 

 

 

 

 

Deferred Compensation

 

30,000

 

24,000

 

 

 

Total Long - Term Liabilities

 

30,000

 

24,000

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

90,670

 

68,893

 

 

 

 

 

 

 

 

 

 

Stockholders' Deficit

 

 

 

 

 

 

Preferred Stock, $0.001 par value, 10,000,000 shares authorized, No shares issued or outstanding

 

-

 

-

 

 

Common Stock, $0.001 par value,  500,000,000 shares authorized, 53,500,000 shares issued and outstanding

 

53,500

 

53,500

 

 

Additional Paid in Capital

 

230,650

 

230,650

 

 

Accumulated Deficit Prior to the Development Stage

 

(263,296)

 

(263,296)

 

 

Deficit Accumulated During the Development Stage

 

(111,359)

 

(87,190)

 

 

 

Total Stockholders' Deficit

 

(90,505)

 

(66,336)

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Deficit

$

165

$

2,557

 

The accompanying notes are an integral part of these financial statements.





4



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2012 AND 2011



 

 

 

 

For the three months ended June 30,

 

For the six months ended June 30,

 

From inception of development stage on January 1, 2010 through June 30,

 

 

 

 

 2012 (unaudited)

 

 2011 (unaudited)

 

 2012 (unaudited)

 

 2011 (unaudited)

 

2012 (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

 

$

-

$

-

$

-

$

-

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit (Loss)

 

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

Labor Expense

 

 

3,000

 

3,000

 

6,000

 

6,000

 

30,000

Professional Fees

 

 

5,761

 

5,980

 

14,524

 

16,153

 

88,208

General and Administrative Costs

 

 

183

 

285

 

2,712

 

1,606

 

9,204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expense

 

 

8,944

 

9,265

 

23,236

 

23,759

 

127,412

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss From Operations

 

 

(8,944)

 

(9,265)

 

(23,236)

 

(23,759)

 

(127,412)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income / (Expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

 

 

(490)

 

(398)

 

(933)

 

(792)

 

(3,447)

 

Gain on Settlement of Note Receivable

 

 

-

 

-

 

-

 

20,000

 

20,000

 

Total Other Income / (Expense)

 

 

(490)

 

(398)

 

(933)

 

19,208

 

16,553

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss Before Income Taxes

 

 

(9,434)

 

(9,663)

 

(24,169)

 

(4,551)

 

(110,859)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Tax Expense

 

 

-

 

-

 

-

 

-

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss

 

$

(9,434)

$

(9,663)

$

(24,169)

$

(4,551)

$

(111,359)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Loss per Common Share - Basic and Diluted

 

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Shares Outstanding - Basic and Diluted

 

 

53,500,000

 

53,500,000

 

53,500,000

 

53,500,000

 

 



The accompanying notes are an integral part of these financial statements.



5



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2012 AND 2011



 

 

 

 

 

 

For the Six Months Ended

June 30,

 

From Inception of Development Stage on January 1, 2010

 

 

 

 

 

 

 2012 (unaudited)

 

 2011 (unaudited)

 

Through June 30, 2012 (unaudited)

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net Loss

 

$

(24,169)

$

(4,551)

$

(111,359)

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to Reconcile Net Loss:

 

 

 

 

 

 

 

 

Gain on Settlement of Note Receivable

 

-

 

(20,000)

 

(20,000)

 

Change in Assets/Liabilities:

 

 

 

 

 

 

 

 

Prepaid Expenses

 

2,185

 

(4,370)

 

1,389

 

 

Accounts Payable

 

6,344

 

(2,446)

 

(6,689)

 

 

Accrued Interest Payable

 

933

 

792

 

3,315

 

 

Income Tax Receivable

 

-

 

-

 

-

 

 

Deferred Compensation Payable

 

6,000

 

6,000

 

30,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flows Used in Operating Activities

 

(8,707)

 

(24,575)

 

(103,344)

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

 

Proceeds from Note Receivable

 

-

 

20,000

 

25,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flows Provided by Investing Activities

 

-

 

20,000

 

25,000

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Proceeds from Note Payable

 

8,500

 

-

 

38,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Flows Provided by Financing Activities

 

8,500

 

 

 

38,500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Change in Cash

 

(207)

 

(4,575)

 

(39,844)

 

 

 

 

 

 

 

 

 

 

 

Cash, Beginning of Period

 

372

 

10,159

 

40,009

 

 

 

 

 

 

 

 

 

 

 

Cash, End of Period

$

165

$

5,584

$

165

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

 

 

Cash Paid During the Period for:

 

 

 

 

 

 

 

 

Interest

 

$

-

$

-

$

-

 

 

Income Taxes

$

-

$

-

$

500

 

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

 

 

 

 

 

For the Six Months Ended June 30, 2012 and 2011:

 

 

 

 

 

 

 

 

None

 

 

 

 

 

 

 




The accompanying notes are an integral part of these financial statements.



6




WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011



Note 1 - Organization and Summary of Significant Accounting Policies


Organization


Way Cool Imports, Inc., (”the Company") was incorporated under the laws of the State of Nevada on December 1 , 2005.  Prior to December 29, 2009, the Company imported goods from foreign countries for sale in the United States.  Effective January 1, 2010, the Company entered the development stage and is focusing its efforts on seeking a business opportunity.


Basis of Presentation


The interim financial information of the Company as of June 30, 2012 and for the six-month period ended June 30, 2012 and 2011 and for the period from inception of development stage January 1, 2010 to June 30, 2012 is unaudited, and the balance sheet as of December 31, 2011 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 1 to the Notes to Consolidated Financial Statements included in the annual report on Form 10-K for the year ended December 31, 2011. In the opinion of management, all adjustments that are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2012 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2012. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2011.


Going Concern


The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern.  However, the Company has limited working capital and no on-going operations or revenues.  The Company is currently seeking a business opportunity.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  In this regard management is proposing to raise any necessary additional funds not provided by operations through loans or additional sales of its common stock.  There is no assurance that the Company will be successful in raising this additional capital or in sustaining profitable operations.  The financial statements do not include any adjustments that might result from the outcome of these uncertainties.


Note 2 - Related Party Transactions and Payable


As of December 31, 2010 the Company had a note receivable from RDG Imports, Inc. of $142,415.  The note had an interest rate of 5.0%.  Interest was due on December 31, 2010, 2011 and 2012.  The principle balance of the note was due in full on December 31, 2012.  The Company had a 100% allowance for doubtful accounts for this note, as the management of  RDG Imports, Inc. is no longer a related party and the note did not appear to be collectible.


 On March 25, 2011 the Company's Board of Directors approved an agreement with RDG Imports, Inc., in which RDG Imports, Inc. would pay the Company $20,000 and the Company would write off the remaining note receivable and related interest.  The Company received $20,000 payment from RDG Imports, Inc. on March 28, 2011.  The Company wrote off the remaining $122,415 of the note and recorded a gain on settlement of the note receivable.


On July 16, 2010, the Company took out a promissory note from its President in the amount of $30,000.  The note is a two year note and accrues interest at a rate of five percent (5.0%).  Proceeds from the note will be used to fund future operations.  Accrued interest on this note was $2,938 and $2,190 as of June 30, 2012 and December 31, 2011, respectively.


Included in labor expense are amounts for services rendered by the President, which was estimated at $3,000 for the three months ending June 30, 2012 and 2011, and $6,000 for the six months ending June 30, 2012 and 2011.



7



WAY COOL IMPORTS, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2012 AND 2011


Note 3 - Notes Payable


On June 29, 2009, the Company took out a promissory note from an unrelated third party in the amount of $1,200.  The note accrues interest at a rate of 8.0% and is due upon demand.


On January 25, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,500.  The note accrues interest at a rate of 5.0% and is due upon demand.


On February 10, 2012, the Company took out a promissory note from an unrelated third party in the amount of $2,000.  The note accrues interest at a rate of 5.0% and is due upon demand.


On May 4, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,000.  The note accrues interest at a rate of 5.0% and is due upon demand.


Accrued interest on these notes was $426 and $241 as of June 30, 2012 and December 31, 2011, respectively.


Note 4 - Capital Stock


The Company has authorized 10,000,000 shares of $0.001 par value preferred stock with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors.  No shares are issued and outstanding at June 30, 2012.  


The Company has authorized 500,000,000 shares of $0.001 par value common stock of which 53,500,000 shares have been issued and are outstanding at June 30, 2012.


Note 5 – Fair Value of Financial Instruments


The Company’s financial instruments consist of cash, accounts receivable and accounts payable.  The carrying amount of cash, accounts receivable and accounts payable approximates fair value because of the short-term nature of these items.


Note 6 - Loss per Share


The following data shows the amounts used in computing loss per share for the periods presented:


 

 

For the three months

ended June 30,

 

For the six months

ended June 30,

 

 

2012

 

2011

 

2012

 

2011

Loss available to common stockholders (numerator)

$

(9,434)

$

(9,663)

$

(24,169)

$

(4,551)

 

 

 

 

 

 

 

 

 

Loss per Common Share - Basic and Diluted

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding during the period used in loss per share (denominator)

 

53,500,000

 

53,500,000

 

53,500,000

 

53,500,000


Note 7 - Subsequent Events


On August 7,  2012 the Company took out a promissory note from an unrelated third party in the amount of $8,300.  The note accrues interest at a rate of 5.0% and is due upon demand.  Proceeds from the note will be used to cover operations.  


The Company has evaluated subsequent events as of the financial statement date according to the requirements of ASC 855 and concluded there are no additional events to disclose.



8



ITEM 2. PLAN OF OPERATIONS


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS OF OPERATION


FORWARD-LOOKING STATEMENT NOTICE


This Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose any statements contained in this Form 10-Q that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include but are not limited to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including competition from much larger competitors; technological advances and failure to successfully develop business relationships.


Description of Business.


Way Cool Imports, Inc. (“the Company”) was originally incorporated in the State of Nevada on December 1, 2005 for the purpose of engaging in the business of importing goods from foreign countries for sale in the United States. Prior to December 29, 2009, the Company engaged in the business of importing antiques and home and garden furnishings and accessories. Products were then sold on a wholesale basis to RDG Imports, Inc., dba Way Cool Dirt Cheap, an S Corporation under common management with the Company. The Company ceased operations in December 2009. Effective January 1, 2010, the Company entered the development stage and is seeking to enter into a reverse acquisition with an existing business or otherwise acquire an operating entity. The Company has not yet identified any potential merger or acquisition candidates.


On December 29, 2009, the Company sold 45,000,000 shares of its common stock in exchange for $40,000, along with a note due in 30 days for $5,000, to Cornelius Hofman who then became the controlling shareholder of the Company owning 84.11% of the Company’s currently issued and outstanding common stock.


Since ceasing its operations at December 29, 2009, the Company has focused its efforts on seeking a business opportunity. The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a foreign or domestic private company to become a reporting (“public”) company whose securities are qualified for trading in the United States secondary market.


The Company intends to seek, investigate, and if warranted, acquire an interest in a business opportunity. We are not restricting our search to any particular industry or geographical area. We may therefore engage in essentially any business in any industry. Our management has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.


The selection of a business opportunity in which to participate is complex and extremely risky and will be made by management in the exercise of its business judgment. There is no assurance that we will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to our company and shareholders.


Because we have no specific business plan or expertise, our activities are subject to several significant risks. In particular, any business acquisition or participation we pursue will likely be based on the decision of management without the consent, vote, or approval of our shareholders.


Sources of Opportunities


We anticipate that business opportunities may arise from various sources, including officers and directors, professional advisers, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals.


We will seek potential business opportunities from all known sources, but will rely principally on the personal contacts of our officers and directors as well as indirect associations between them and other business and professional people. Although we do not anticipate engaging professional firms specializing in business acquisitions or reorganizations, we may retain such firms if management deems it in our best interests. In some instances, we may publish notices or advertisements seeking a potential business opportunity in financial or trade publications.



9



Criteria


We will not restrict our search to any particular business, industry or geographical location. We may acquire a business opportunity in any stage of development. This includes opportunities involving “start up” or new companies. In seeking a business venture, management will base their decisions on the business objective of seeking long-term capital appreciation in the real value of our company. We will not be controlled by an attempt to take advantage of an anticipated or perceived appeal of a specific industry, management group, or product.


In analyzing prospective business opportunities, management will consider the following factors:


·

available technical, financial and managerial resources;

·

working capital and other financial requirements;

·

the history of operations, if any;

·

prospects for the future;

·

the nature of present and expected competition;

·

the quality and experience of management services which may be available and the depth of the management;

·

the potential for further research, development or exploration;

·

the potential for growth and expansion;

·

the potential for profit;

·

the perceived public recognition or acceptance of products, services, trade or service marks, name identification; and other relevant factors.


Generally, our management will analyze all available factors and make a determination based upon a composite of available facts, without relying on any single factor.


Methods of Participation of Acquisition


Management will review specific business and then select the most suitable opportunities based on legal structure or method of participation. Such structures and methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures, other contractual arrangements, and may involve a reorganization, merger or consolidation transactions. Management may act directly or indirectly through an interest in a partnership, corporation, or other form of organization.


Procedures


As part of our investigation of business opportunities, officers and directors may meet personally with management and key personnel of the firm sponsoring the business opportunity. We may visit and inspect material facilities, obtain independent analysis or verification of certain information provided, check references of management and key personnel, and conduct other reasonable measures.


We will generally ask to be provided with written materials regarding the business opportunity. These materials may include the following:


·

descriptions of product, service and company history; management resumes;

·

financial information;

·

available projections with related assumptions upon which they are based;

·

an explanation of proprietary products and services;

·

evidence of existing patents, trademarks or service marks or rights thereto;

·

present and proposed forms of compensation to management;

·

a description of transactions between the prospective entity and its affiliates;

·

relevant analysis of risks and competitive conditions;

·

a financial plan of operation and estimated capital requirements;

·

and other information deemed relevant.


Competition


We expect to encounter substantial competition in our efforts to acquire a business opportunity. The primary competition is from other companies organized and funded for similar purposes, small venture capital partnerships and corporations, small business investment companies and wealthy individuals.



10



Employees


We do not currently have any employees but rely upon the efforts of our officer and director to conduct our business. We do not have any employment or compensation agreements in place with our officer and director although he is reimbursed for expenditures advanced on our behalf.


Plan of Operation


The Company is seeking to acquire assets or shares of an entity actively engaged in business which generates revenues. The Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition. None of the Company’s officers, directors, promoters or affiliates have engaged in any substantive contact or discussions with any representative of any other company regarding the possibility of an acquisition or merger between the Company and such other company as of the date of this quarterly report. The Board of Directors intends to obtain certain assurances of value of the target entity’s assets prior to consummating such a transaction. Any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


The Company’s current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company. To demonstrate our commitment to maintaining ethical reporting and business practices, we adopted a Code of Ethics and Business Conduct.


The Company has, and will continue to have, no capital with which to provide the owners of business opportunities with any significant cash or other assets. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the acquisition candidate will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8-K’s, 10-K’s, 10-Q’s, agreements and related reports and documents.


Results of Operations


Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011


We did not generate any revenue for the three months ended June 30, 2012 or 2011.  For the three months ended June 30, 2012 we had labor expenses of $3,000, professional fees of $5,761, general and administrative expenses of $183 and interest expense of $490 for a total net loss of $9,434 compared to labor expense of $3,000, professional fess of $5,980, general and administrative expense of $285, and interest expense of $398 for a total net loss of $9,663 for the three months ended June 30, 2011.


Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011


We did not generate any revenue for the six months ended June 30, 2012 or 2011.  For the six months ended June 30, 2012 we had labor expense of $6,000, professional fees of $14,524, general and administrative costs of $2,712 and interest expense of $933 for a total net loss of $24,169 compared to labor expense of $6,000, professional fees of $16,153, general and administrative costs of $1,606, interest expense of $792 and a gain on settlement of note receivable of $20,000 for a total net loss of $4,551 for the six months ended June 30, 2011.  


Liquidity and Capital Resources


The Company’s balance sheet as of June 30, 2012, reflects total assets of cash in the amount of $165. As of June 30, 2012, our liabilities were $90,670 which included $17,606 in accounts payable, $2,938 in accrued interest related party, $426 in accrued interest, $9,700 in a note payable, $30,000 in deferred compensation and $30,000 in a note payable to a related party.


On July 16, 2010, the Company took out a promissory note from its President in the amount of $30,000.  The note is a two year note and accrues interest at a rate of five percent (5.0%).  Proceeds from the note will be used to fund future operations.  Accrued interest on this note was $2,938 and $2,190 as of June 30, 2012 and December 31, 2011, respectively.


Included in labor expense are amounts for services rendered by the President, which was estimated at $3,000 for the three months ending June 30, 2012 and 2011, and $6,000 for the six months ending June 30, 2012 and 2011.


On June 29, 2009, the Company took out a promissory note from an unrelated third party in the amount of $1,200.  The note accrues interest at a rate of 8.0% and is due upon demand.


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On January 25, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,500.  The note accrues interest at a rate of 5.0% and is due twenty-four months from the date of the note.


On February 10, 2012, the Company took out a promissory note from an unrelated third party in the amount of $2,000.  The note accrues interest at a rate of 5.0% and is due twenty-four months from the date of the note.


On May 4, 2012, the Company took out a promissory note from an unrelated third party in the amount of $3,000.  The note accrues interest at a rate of 5.0% and is due upon demand.


Accrued interest on these notes was $426 and $241 as of June 30, 2012 and December 31, 2011, respectively.


We anticipate our expenses to be limited to accounting, auditing, legal and filing fees associated with continuing our reporting status with the Securities and Exchange Commission along with miscellaneous expenses related to our corporate existence. We estimate our ongoing expenses to be $20,000 per year. We do not have any commitments for capital expenditures nor do we anticipate entering any such commitments.


In the past we have relied on advances from our president to cover our operating costs. Management anticipates that we will receive sufficient advances from our president to meet our needs through the next 12 months. However, there can be no assurances to that effect. Our need for capital may change dramatically if we acquire an interest in a business opportunity during that period. At present, we have no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that we will identify a business venture suitable for acquisition in the future. Further, we cannot assure that we will be successful in consummating any acquisition on favorable terms or that we will be able to profitably manage any business venture we acquire. Should we require additional capital, we may seek additional advances from officers, sell common stock or find other forms of debt financing.


The Company has no other assets or line of credit, other than that which present management may agree to extend to or invest in the Company, nor does it expect to have one before a merger is effected. The Company will carry out its business plan as discussed above. The Company cannot predict to what extent its liquidity and capital resources will be diminished prior to the consummation of a business combination or whether its capital will be further depleted by the operating losses (if any) of the business entity which the Company may eventually acquire.


Our current operating plan is to continue searching for potential businesses, products, technologies and companies for acquisition and to handle the administrative and reporting requirements of a public company.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.


Not required by smaller reporting companies.


ITEM 4T. CONTROLS AND PROCEDURES.


(a)

Evaluation of Disclosure Controls and Procedures.


As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, June 30, 2012. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Cornelius Hofman (the “Certifying Officer”). Based upon that evaluation, our Certifying Officer concluded that as of the end of the period covered by this report, June 30, 2012, our disclosure controls and procedures are effective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).


Our officer further concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the issuer 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 Commission's rules and forms and are also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure. 


(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.



12




PART II – OTHER INFORMATION


ITEM 1A. RISK FACTORS


Not Applicable.


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


On December 29, 2009, the Company sold 45,000,000 shares of its common stock in exchange for $40,000 and a 30 day promissory note for $5,000 to Cornelius Hofman who then became the controlling shareholder of the Company owning 84.11% of the Company’s currently issued and outstanding common stock. The promissory note has been paid.


The shares were sold in a private transaction, to a single investor, not involving any public offering without registration and pursuant to an exemption under Regulation D, Rule 506 and Section 4(2) of the Securities Act of 1933, as amended. No brokers or commissions were paid on the transaction.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES.


None


ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.


ITEM 5. OTHER INFORMATION.


None


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.


Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.


Exhibit

No.

 

Title of Document

 

Location

 

 

 

 

 

31

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Attached

 

 

 

 

 

32

 

Certification of the Principal Executive Officer/ Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 

Attached

 

 

 

 

 

101.INS

 

XBRL Instance Document

 

Attached

 

 

 

 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

Attached

 

 

 

 

 

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document

 

Attached

 

 

 

 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Attached

 

 

 

 

 

101.LAB

 

XBRL Taxonomy Label Linkbase Document

 

Attached

 

 

 

 

 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document

 

Attached


*

The Exhibit attached to this Form 10-Q shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.




13





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.


WAY COOL IMPORTS, INC.




Date: August 20, 2012

By: /s/ Cornelius Hofman                   

Cornelius Hofman, President and Chief Financial Officer



14


XOTC:WYCC Quarterly Report 10-Q Filling

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XOTC:WYCC Quarterly Report 10-Q Filing - 6/30/2012
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