XOTC:WGTG Wings & Things Inc Quarterly Report 10-Q Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 2012


[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ___ to ___


Commission file number:  000-30529


WINGS & THINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada  

(State or other jurisdiction of incorporation or organization)

87-0464667  

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

 #313, 455 East 400 South, Salt Lake City, Utah

(Address of principal executive offices)

84111  

(Zip Code)


(435) 674-1282

(Registrant’s telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  [X]   No [  ]


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

Large accelerated filer [  ]

Non-accelerated filer [  ]

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 [X]   No [  ]


The number of shares outstanding of the registrant’s common stock as of August 7, 2012 was 18,000,000.




TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements

2

Condensed Balance Sheets

3

Condensed Statements of Operations

4

Condensed Statements of Cash Flows

5

Notes to the Unaudited Condensed Financial Statements

6

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

7

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

9

Item 4.  Controls and Procedures

9


PART II – OTHER INFORMATION


Item 6.  Exhibits

9

Signatures

10




PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS





WINGS & THINGS, INC.


(A Development Stage Company)


Financial Statements


June 30, 2012


 



2





Wings & Things, Inc.

 (A Development Stage Company)

 Condensed Balance Sheets


 

 

 

 

 

 

 

 

 

 

JUN 30, 2012

 

DEC 31, 2011

 

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

     CURRENT ASSETS

 

 

 

 

 

 

          Cash

$

360

$

280

 

 

          Total current assets

 

360

 

280

 

 

 

 

 

 

 

 

 

          Total assets

$

360

$

280

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

     CURRENT LIABILITIES

 

 

 

 

 

 

          Accounts payable – related party

$

29,150

$

18,400

 

 

          Accounts payable

 

700

 

4,922

 

 

          Loans

 

107,000

 

97,000

 

 

          Accrued interest

 

11,874

 

7,601

 

 

          Total current liabilities

 

148,724

 

127,923

 

 

          Total liabilities

 

148,724

 

127,923

 

 

       STOCKHOLDERS' EQUITY

 

 

 

 

 

 

          Common stock, $.001 par value; 20,000,000 shares authorized;

            18,000,000 shares issued and outstanding

 

18,000 

 

18,000 

 

 

          Additional paid-in capital

 

9,000 

 

9,000 

 

 

          Deficit accumulated during the development stage

 

(175,364)

 

(154,643)

 

 

          Total stockholders' equity

 

(148,364)

 

(127,643)

 

 

 

 

 

 

 

 

 

          Total liabilities and stockholders' equity

$

360

$

280

 




The accompanying notes are an integral part of these financial statements



3





Wings & Things, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Unaudited)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FOR THE THREE MONTHS ENDED

JUN 30, 2012

 

FOR THE THREE MONTHS ENDED

JUN 30, 2011

 

FOR THE

SIX MONTHS ENDED

JUN 30, 2012

 

FOR THE

SIX MONTHS ENDED

JUN 30, 2011

 

FROM INCEPTION ON MAR 11, 1986 TO

JUN 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

$

0

$

0

 

0

$

0

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

     General and administrative

 

6,567

 

692

 

16,448

 

3,875

 

163,490

 

     Total expenses

 

6,567

 

692

 

16,448

 

3,875

 

163,490

 

Net loss before other income (expense)

 

(6,567)

 


(692)

 


(16,448)

 


(3,875)

 

(163,490)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

     Interest expense

 

(2,140)

 

(1,900)

 

(4,273)

 

(3,806)

 

(11,874)

 

     Total other income (expense)

 

(2,140)

 

(1,900)

 

(4,273)

 

(3,806)

 

(11,874)

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

before income taxes

 


(8,707)

 


(2,592)

 


(20,721)

 


(7,681)

 

(175,364)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

0

 

0

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(8,707)

$

(2,592)

$

(20,721)

$

(7,681)

$

(175,364)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share

$

(0.00)

$

(0.00)

$

(0.00)

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

18,000,000

 

18,000,000

 

18,000,000

 

18,000,000

 

 





The accompanying notes are an integral part of these financial statements



4




Wings & Things, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

(Unaudited)



 

 

 

 

 

 

 

 

 

 

 

FOR THE

SIX MONTHS ENDED

JUN 30, 2012

 

FOR THE

SIX MONTHS ENDED

JUN 30, 2011

 

FROM INCEPTION ON MAR 11, 1986 TO

JUN 30, 2012

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

     Net Loss

$

(20,721)

$

(7,681)

$

(175,364)

 

     Adjustments to reconcile net loss to cash provided

     (used) by operating activities:

 

 

 

 

 

 

 

           Depreciation and amortization

 

0

 

0

 

17,000

 

           Stock issued for services

 

0

 

0

 

10,000

 

     Changes in assets and liabilities:

 

 

 

 

 

 

 

           Increase in accounts payable and accrued liabilities

 

6,528

 

(275)

 

29,850

 

           Increase in accrued interest

 

4,273

 

3,806

 

11,874

 

     Net cash provided (used) by operating activities

 

(9,920)

 

(4,150)

 

(106,640)

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

     Net cash provided (used) by investing activities

 

0

 

0

 

0

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

     Proceeds for notes payable

 

10,000

 

3,000

 

107,000

 

     Net cash provided (used) by financing activities

 

10,000

 

3,000

 

107,000

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash

 

80

 

(1,150)

 

360

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

280

 

1,823

 

0

 

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

$

360

$

673

$

360

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

     Cash paid for interest

$

0

$

0

$

0

 

     Cash paid for income taxes

$

0

$

0

$

0

 

 

 

 

 

 

 

 

 

Non-Cash Investing and Financing Activities

 

 

 

 

 

 

 

     Stock issued for marketing rights

$

0

$

0

$

17,000

 

     Converted accounts payable and advances into loans

$

0

$

92,000

$

92,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



The accompanying notes are an integral part of these financial statements




5




Wings & Things, Inc.

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

June 30, 2012


NOTE 1 – Condensed Financial Statements


The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended June 30, 2012 and for all periods presented have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements as reported in its Form 10-K.  The results of operations for the six month period ended June 30, 2012 are not necessarily indicative of the operating results for the full year ended December 31, 2012.

 

NOTE 2 – Going Concern


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities.  Its activities have been limited for the past several years and it is dependent upon financing to continue operations.  These factors raise substantial doubt about the ability of the Company to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  It is management’s plan to acquire or merge with other operating companies.    

 

NOTE 3 – Subsequent Events


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements.



6




In this report references to “Wings & Things,” “the Company,” “we,” “us,” and “our” refer to Wings & Things, Inc.


FORWARD LOOKING STATEMENTS


The Securities and Exchange Commission (“SEC”) encourages reporting companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,”  “expect,” “believe,” “intend,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Executive Overview


We are a development stage company that has not recorded revenues for the past two fiscal years.  At June 30, 2012 we had cash of $360 and total liabilities of $148,724 and we are dependent upon financing to continue basic operations.  Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future.  These factors raise doubt as to our ability to continue as a going concern.  Our plan is to combine with an operating company to generate revenue.  


As of the date of this report, our management has not had any discussions with any representative of any other entity regarding a business combination with us.  Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings.  In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.  In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.  In addition, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.


We anticipate that the selection of a business opportunity will be complex and extremely risky.  Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation.  Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities.  Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


Management anticipates that the struggling global economy will restrict the cash available for business opportunities and will restrict the number of such transactions available to us.  There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.



7




If we obtain a business opportunity, then it may be necessary to raise additional capital.  We anticipate that we will sell our common stock to raise this additional capital.  We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by federal and state securities laws.  The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions to the registration requirements of the Securities Act of 1933.  We do not currently intend to make a public offering of our stock.  We also note that if we issue more shares of our common stock, then our stockholders may experience dilution in the value per share of their common stock.


Liquidity and Capital Resources


We have not recorded revenues from operations since inception.  We have not established an ongoing source of revenue sufficient to cover our operating costs and we have relied primarily upon other parties to provide and pay for professional expenses and loans.  At June 30, 2012, we had $360 in cash compared to $280 at December 31, 2011.   Our total liabilities increased from $127,923 for the 2011 year to $148,724 for the six months ended June 30, 2012 and this increase primarily represents a $10,000 third party loan and consulting fees and accounts payable of $10,750 for professional services provided by or paid on our behalf by a shareholder.


We intend to obtain capital from management, significant stockholders and third parties to cover minimal operations; however, there is no assurance that additional funding will be available.  Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company.  The type of business opportunity with which we acquire or merge will affect our profitability for the long term.  


During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through advances and loans provided by management, significant stockholders or third parties.  We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.   


Results of Operations


We did not record revenues in either the three or six month periods ended June 30, 2012 or 2011.  General and administrative expense increased from $692 for the three month period ended June 30, 2011 (“second quarter”) compared to $6,567 for the 2012 second quarter.  General and administrative expense increased from $3,875 for the six month period ended June 30, 2011 (“six month period”) compared to $16,448 for 2012 six month period.  The increases in general and administrative expense in the 2012 six month period primarily reflect consulting fees and administrative and professional services and other expenses paid on our behalf.   


Total other expense increased in the 2012 interim periods as compared to the 2011 interim periods and represents interest expense on loans.  


Accordingly, our net loss increased from $2,592 for the 2011 second quarter compared to $8,707 for the 2012 second quarter and  increased from $7,681 for the 2011 six month period compared to $20,721 for the 2012 six month period.  Management expects net losses to continue until we acquire or merge with a business opportunity.


Obligations


During the 2012 six month period we borrowed an additional $10,000 from a third party.  This loan is unsecured, bears interest at 8% and is payable upon demand.


At June 30, 2012 we recorded total liabilities of $148,724 representing accounts payable to related parties and third party loans, along with accrued interest.  Of this amount, $92,000 represents loans for services received and cash advances received from third parties as of December 31, 2010 which were converted to loans effective January 1,



8




2011.  The loans are non-collateralized, carry interest at 8% and are due on demand.  

 

Off-Balance Sheet Arrangements


We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.



ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable to smaller reporting companies.



ITEM 4.  CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow our management to make timely decisions regarding required disclosure.  Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report and he determined that our disclosure controls and procedures were ineffective due to a control deficiency.  During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.  


Changes to Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



PART II – OTHER INFORMATION


ITEM 6.  EXHIBITS


Part I Exhibits

No.

Description

31.1

Principal Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification




9




Part II Exhibits

No.

Description

3(i)

Articles of Incorporation (Incorporated by  reference to exhibit 2.1  of Form 10-SB, File No. 000-30529, filed November 1, 2000)

3(ii)

Bylaws of Wings & Things, Inc. (Incorporated by reference to exhibit 2.3 of the Form 10-SB, File No. 000-30529, filed November 1, 2000)

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Label Linkbase Document

101.PRE

XBRL Taxonomy Presentation Linkbase Document




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.





Date:  August 10, 2012

WINGS & THINGS, INC.




By:  /s/ Greg L. Popp

         Greg L. Popp

         President and Director

         Principal Financial Officer


 



10



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