Edgemode, Inc. - Quarter Report: 2016 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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

March 31, 2016

 

o

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period _____________to______________

Commission File Number 333-207047

	WADENA CORP.
	(Exact name of registrant as specified in its charter)

Nevada		467-4046237
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(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

23564 Calabasas Road, Suite 205
Calabasas, CA		91302
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(Address of principal executive offices)		(Postal or Zip Code)

Registrant’s telephone number, including area code:		(818) 855-8199
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	(Former name, former address and former fiscal year,  if changed since last report

Indicate by check mark whether the issuer (1) 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    o 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    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Small reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes   x No

State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 141,525,000 shares of $0.001 par value common stock outstanding as of May 9, 2016.

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PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

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WADENA CORP.

BALANCE SHEETS

(Unaudited)

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

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WADENA CORP.

STATEMENTS OF OPERATIONS

For the three months ended March 31, 2016 and 2015

(Unaudited)

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

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WADENA CORP.

STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2016 and 2015

(Unaudited)

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

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WADENA CORP.
NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2016

(UNAUDITED)

Note 1

Basis of Presentation

The accompanying unaudited interim financial statements of Wadena Corp. (“Wadena” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2015, as reported in the Form 10-K of the Company, have been omitted.

General

The Company is a development stage company. On August 3, 2015, the Company entered into an agreement with New Benefits, Inc. to become a reseller.  As a reseller the Company intends to offer membership to healthcare benefits packages for New Benefits, Inc. under its own private label. The service to be offered will connect individuals with participating physicians and other licensed healthcare practitioners (the “Providers”) in real time, via live streaming video, telephone and/or secure e-mail for diagnosis and treatment of patients over the Internet, as well as providing other types of administrative services and information. All of the participating Providers have independently contracted to be in a network operated by New Benefits, Inc. Wadena does not provide any physicians’ or other Providers’ services itself.  The Company’s services enable access to Providers who have agreed to provide patient care to customers using the Company’s system.

Development Stage Company

The Company is a development stage company as defined under the then current Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 915-205 “Development-Stage Entities” and among the additional disclosures required as a development stage company are that the financial statements were identified as those of a development stage company, and that the statement of operations, stockholders’ deficit and cash flows disclosed activity since the date of its Inception (January 21, 2011) as a development stage company.  Effective June 10, 2014, FASB changed its regulations with respect to Development Stage Entities and these additional disclosures are no longer required for annual reporting periods beginning after December 15, 2014 with the option for entities to early adopt these new provisions.

The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.

Note 2

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2016 the Company had not yet achieved profitable operations, has accumulated losses of $304,732 and expects to incur further losses in the development of its business,

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all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

Note 3

Related Party Transactions

The related party advances are due to the former director and President of the Company for funds advanced.  The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of March 31, 2016, the advances totaled $6,300.

The Company was charged management fees by the former President of the Company when funds are available.  Effective March 1, 2012, the Company agreed to pay the President of the Company $4,000 per month for management services if funds are available or to accrue such amount if funds are not available.  Accounts payable – related party are the fees earned but not yet paid of $96,500 and $92,500 at March 31, 2016 and December 31, 2015, respectively.

Note 4

Advances

During the period ended March 31, 2016, the Company received advances in an aggregate of $25,000. The advances are unsecured, non-interest bearing and have no specific terms for repayment. As of March 31, 2016, the advances totaled $182,000.

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Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

This document includes statements that may constitute forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution readers regarding certain forward-looking statements in this document, press releases, securities filings, and all other documents and communications.  All statements, other than statements of historical fact, including statements regarding industry prospects and future results of operations or financial position, made in this Quarterly Report on Form 10-Q (" Report ") are forward looking.  The words " believes ," " anticipates ," " estimates ," " expects ," and words of similar import, constitute " forward-looking statements ."  While we believe in the veracity of all statements made herein, forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by us, are inherently subject to significant business, economic and competitive uncertainties and contingencies and known and unknown risks.  As a result of such risks, our actual results could differ materially from those expressed in any forward-looking statements made by, or on behalf of, our company.  We will not necessarily update information if any forward-looking statement later turns out to be inaccurate.  Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including risks and uncertainties set forth in our S-1 Registration Statement, as well as in other documents we file with the Securities and Exchange Commission ("SEC ").

The following information has not been audited.  You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements included in this report.

Our Business

We are a development stage company that has not realized any revenues to date.  Our business is the development and marketing a fixed digital gateway presence for Telehealth services through a diverse marketing strategy that highlights E-visits for doctor patient interaction through the internet that connects users with the desire to be treated. 

On August 3, 2015, we signed an agreement with New Benefits, Inc. to become one of its independent sales representatives. We intend to offer membership to healthcare benefits packages as a reseller for New Benefits, Inc. under its own private label. The service offered connects individuals with participating physicians and other licensed healthcare practitioners (the “Providers”) in real time, via live streaming video, telephone and/or secure e-mail for diagnosis and treatment of patients over the Internet, as well as providing other types of administrative services and information. All of the participating Providers have independently contracted to be in a network operated by New Benefits, Inc. We do not provide any physicians’ or other Providers’ services itself.  Our services enable access to Providers who have agreed to provide patient care to customers using our system. Our service consists of a telemedicine feature. We arrange for the provision of care; we do not provide medical care nor does New Benefits.

New Benefits is a leader in non-insured health, personal security and leisure benefit plans. It has been in business for over 25 years and has in excess of 25 million members in its various plans.  New Benefits members, depending on the plan they purchase, have access to a doctor 24/7 through their telephone, computer, Smartphone or tablet to obtain a quick diagnosis and/or treatment options from a U.S. licensed physician.  New Benefits contracts with U.S. board-certified doctors.  Neither New Benefits nor our company is responsible for the care and treatment rendered to the members by the participating doctors.  The care and treatment is between the member/patient and the doctor and the doctor is solely responsible for such care and treatment.

The services will be marketed over the Internet and anchored by a team of qualified sales people via the telephone should we advance the business model to that point.  We will secure merchant accounts and take credit cards over the phone and on the Internet for the memberships we sell.  Fulfillment is provided by our contracted Direct Medical Provider Organization (“DMPO”), New Benefits, Inc. It is intended for Phase 1 to provide us with the knowledge, information and firmly position our company to generate revenue under the DMPO model, which at this time is the most profitable channel for these services, primarily offered through employee benefits programs.

As a new age healthcare company, we will create value for patients, physicians, and payment systems through Telemedicine services.  As a result of the increasing digital transformation in healthcare, we will be able to address some of the challenges facing healthcare today, recognizing a diversity of services provided in healthcare that present complications. The healthcare industry represents approximately 17% of the U.S. economy. This is

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important given the extent of government involvement with healthcare for the elderly and the poor through Medicare and Medicaid. Cost, access, and convenience present difficulties for patients who need care, the doctors who provide it and how those services are paid.  Some of these problems can be alleviated through the use of telemedicine. Convenience is a driving force behind the growing popularity of Telehealth services, however the ability to deliver care at a lower cost is ultimately what will determine success.  Lower overhead is the primary factor that allows for a lower cost. This is attractive both to patients and physicians.  We will collect fees from every physician-patient interaction.  We have chosen to enter this market at the perfect time as digital technology is able to rapidly increase its application in the healthcare industry. In addition to the obvious increase in ease of use, we will be able to provide comfort and desire for interaction with physicians in a more convenient cost effective way.

The terms “fixed digital gateway presence” and “fixed digital gateway for Telehealth services and internet interface” are interchangeable used in context and do not relate directly to the product we intend to sell initially.  One is more descriptive than the other, describing the fact there will be a website. The dual-channel approach refers to the enterprise-level Telemedicine platform we will have to offer healthcare providers to introduce virtual medicine programs in their offices. The platform facilitates on-demand and scheduled consults, record keeping and billing solutions, which can be managed by all levels of clinicians including primary care and specialty physicians, pharmacists, nurse practitioners and physician’s assistants.  We will collect fees for every e-visit and virtual consult that takes place on the system in addition to collecting fees from clinicians for access to and use of the platform.

Selling the New Benefits suite of services is not a technical platform; it will be in addition to the technical platform that will be used to provide virtual medicine in medical practices.  We do not intend to employ a third party, we will be a reseller for one of several providers of the enterprise level telemedicine platform and run it ourselves, the provider will manage the technology. This is in addition to reselling New Benefits programs.

Plan of Operation

Certain key factors that have affected our financial and operating results in the past will affect our future financial and operating results.  These include, but are not limited to additional funding or the utilization of other venture partners that will be required to fund further development and implementation of our internet services when and if such activity is commenced.  In the past we have been dependent on funding from the private placement of our securities as well as loans from related and third parties as the sole sources of capital to fund operations.

The Scope of Work

We will require additional funding in order to proceed with additional development and implementation.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans.  We do not have any arrangements in place for any future equity financing or loans.

In addition to development, implementation and marketing and advertising costs of approximately $75,000, we will incur salary expenses of $12,000 for Mr. St. George prior to his resignation in March 2016 and for Mr. Sawatsky of $24,000, for a total of $111,000 for the year.  If the Company cannot afford to pay this salary the salary will be accrued.  In addition, we anticipate spending an additional $105,000 on administrative fees, new employees, legal and accounting fees, including fees payable in connection with the filing of this annual report and complying with future SEC reporting obligations.  Operational expenses are estimated to be $45,500, which includes completion and maintenance of our website.  Total expenditures over the next 12 months are therefore expected to be approximately $261,500.

Results of Operations for Three Months Ending March 31, 2016 and March 31, 2015

Our current business strategy is to complete the development of our fixed digital gateway for Telehealth services and internet interface and the implementation of such health services over the internet.

We are currently in the development stage and had no revenues for the three months ended March 31, 2016 and 2015.  Operating expenses for the three months ended March 31, 2016 and 2015 were $22,266 and $28,292, respectively, and were comprised of principally legal and accounting costs, depreciation, and management fees.

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Net loss for the three months ended March 31, 2016 and 2015, were $22,266 and $28,292, respectively. Our loss decreased by approximately $6,026 was primarily due to the legal and accounting costs attributable to the preparation of our Form S-1 during the three months ended March 31, 2015.

Net cash used in operating activities for the three months ended March 31, 2016 was $28,801 (2015 - $43,379), primarily due to the net loss for the quarter of $22,266 (2015 - $28,292).

Net cash flow from financing activities for the three months ended March 31, 2016 was $25,000 (2015 - $64,000) due to loans from unrelated parties.

As a result of the above activities, we experienced a net decrease in cash of $3,801 for the three months ended March 31, 2016, compared to an increase of $20,621 for the three months ended March 31, 2015. Cash and cash equivalents at March 31, 2016 were $2,774 (2015 - $30,922).

Liquidity and Capital Resources

As of March 31, 2016, we had total current assets of $12,774, consisting of cash and prepaid assets, and a working capital deficit of $277,217, compared to total currents assets of $6,575 and working capital deficit of $255,338 as of the year ended December 31, 2015.  Our liabilities consisted of accounts payable, advances, and related party advances to us.

We expect to continue incurring losses in the next twelve months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claim and our venture will fail.

We plan to continue to finance our activities in the short term through shareholder advances similar to the ones that have occurred to date.  In the longer term it is hoped there will be further equity financings but none are planned at the moment.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.  

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 4:

Controls and Procedures

Evaluation of Disclosure Controls

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures have not been effective as a result of a weakness in the design of internal control over financial reporting.

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit

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under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934.  Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of March 31, 2016.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.

PART II- OTHER INFORMATION

Item 1.

Legal Proceedings

We are not a party to any pending legal proceeding. Management is not aware of any threatened litigation, claims or assessments.

Item 1A.

Risk Factors

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

We did not issue any securities during the quarter ended March 31, 2016.

Item 3.

Defaults Upon Senior Securities

None.

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Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6. 

Exhibits

(a)

Exhibit(s)

Number	Exhibit Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 Or 15d-14 of the Securities Exchange Act Of 1934,as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.  Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.
	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
	101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
	101.LAB	XBRL Taxonomy Extension Label Linkbase Document
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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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.

DATED:   May 9, 2016

WADENA CORP.

By: /s/ Robert Sawatsky

Robert Sawatsky

CEO, President, Secretary/Treasurer, and Director

(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)