GSG GROUP INC. - Annual Report: 2017 (Form 10-K)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

 

Form 10-K

 

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2016

 

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

For the transition period from __________ to __________

 

Commission file number  333-209903

 

 

 

Via Arno, 8, 40139 Bologna, Italy

Tel. 003-907-341980011

Email: wikecorp@gmail.com

(Address and telephone number of principal executive offices)

 

 

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes       No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes        No x

 

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   No x

 

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):

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x       No 

 

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:   6,060,000 common shares issued and outstanding as of December 31, 2016.

 

 

TABLE OF CONTENTS

 

 

 

PART I

Item 1. Description of Business

 

Forward looking statement notice

 

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

 

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

 

General

 

Wike Corp. was incorporated in the State of Nevada on November 11, 2014 and established a fiscal year end of December 31. We have generated limited revenues, have minimal assets and have incurred losses since inception. We are formed to commence operations in ornamental ribbons production, such as printing on ribbons. We have recently started our operation.

 

We do not have any plans, proposals or arrangements, written or otherwise, to seek a business combination with another entity in the event we are not successful with our planned operations. Our principal executive offices are located at Via Arno, 8, 40139 Bologna, Italy. Our phone number is 003-907-341980011.

 

Product

 

Our product can be represented by range of goods using printing machine that we have purchased. Products include, but not limited to: ribbons, notebooks, plastic items and other printed goods of that kind, but we specialize only on ribbons printing until our business will be well established and successful.  Maximum printing heights is 350 mm, which widens the range of products we can print images on images, gifts packing, personalized greeting cards and ribbons.

 

We plan to enter the market with ornamental ribbons assortment. We plan to produce ornamental ribbons with different size and color for gift making industry and gift-wrapping, weddings, anniversaries also for other related products and events requested by the customer. In this prospectus you can find the additional information attached about our future products, which will be offered to the potential customer. Wike Corp. specializes in printing on personalized ribbons, oriented on the potential customers. With ornamental ribbons you can complete decoration with the ability of printing a personalized message or corporate logos on to the ribbons, making it the perfect finishing touch. Personalized ribbon is a wonderful addition to any gift, or an ideal way to wrap oversized and difficult to wrap items, great for Christmas, birthdays, Valentine’s Day, Mother’s Day and much more. Whatever the occasion, whatever the gift, beautiful presentation can be present from the simplest offering into a special treasure with our printed ribbons.  

 

Industrial printing machine

 

We have purchased fully automated industrial printing machine for printing on most surfaces, especially on ribbons. The printing machine does not require high technical skills for product manufacture. The set of printing machine includes the machine itself and all raw materials necessary for setting up and testing. The cost of one machine is $4,000, which includes prime cost, delivery cost, customs clearance and insurance.

 

 

 

Industrial printing machine is not large, user-friendly, and simple in maintenance and does not require special service. We have already purchased one printing machine JMD/ADL 330B, with technical characteristics:

 

Model Number:             JMD/ADL 330B

Power:                            700W (voltage: AC110V-240V)

Weight:                           75 kg

Dimensions:                    114*65*55 cm

Production capacity:       80 meters per hour

 

Raw Materials

 

In our production we will use quality raw materials and we will be able to provide the premium quality of the offered product. We will supply our raw materials from the same vendor as printing machine. Our supplier is offering range of raw materials such as wax/resin ribbon for thermal printing and the same supplier will provide us with ribbons from 7mm to 100mm wide, in a huge variety of colors with different quality. The price will be depended on the quality of ribbons and on complexity of printing.

 

Target market

 

Our product is unique enough to get any market segments interested. We can determine two different directions our product can cover - corporate and private. By corporate we mean large and small companies, which always care much about image and update company information, highlight upcoming promotional events using printed products, such as any kind of event companies which could use our products for their direct activities, competitions etc. By private we mean any private events, where memorable gifts can be suitable. Weddings, birthdays, and anniversaries – any cases of any scale can become even more memorable with printed ribbons on a present for example. Wike Corp. is able to offer any type of client the printed ribbons that can meet their special requirements. We will look for the potential customer through Internet by calling and writing emails with offering our products. We will primarily offer them in the market for service, since this segment of market is the most appropriate for us.

 

Industry analysis

 

In any city we plan to expand our operations to there are multiple event agencies and other enterprises and flowers and decoration kiosks that may be interested in cooperation with our company. We offer quality and inexpensive product, which can satisfy any client requirements. Besides such kind of distribution network we plan to sign agreements with creative agencies that can develop unique designs for their clients and offer our services as their subcontractor for quality printing on ribbons. We also plan to have a special section on our website for potential partners with examples of our products and offers for wholesale clients and partners.

 

Markets

 

Essentially, consumer market of Wike Corp. includes any person or any company willing to emphasize their personality or highlight an upcoming event. Our products such as printed ribbons can be a part of any event, to specialize the celebration or any occasion. We have multifunction printing machine with it we can print any symbols and logos on the ribbons which increase quantity of our customers in the foreseeable future. Our raw materials for printing also include range of sizes and colors so even the choosiest customer could find the suitable product. As for geography related markets, we start our operations from Bologna, Italy. Afterwards, we might expand our business to other cities in Italy, such as Modena and San Marino.

 

Marketing

 

Our marketing campaign consists of several directions. First of all we will start out from straight marketing, such as offering our product at the fairs and exhibitions, handing out booklets with description of our product, which will be a great demonstration of high-quality and affordability of our product. Launch of our e-commerce ready website, banners on popular websites and advertisements in social networks will be the second step of our campaign. Besides aforesaid we will send our commercial quotations to event, creative, PR and advertising agencies, which can raise customer awareness and attract new partners. The interest offered will be up to 30% discount. We are ready to offer a reasonable discount for large orders.

 

 

We believe that our marketing campaign shall attract many clients and develop a strong reputation of quality, diligent and inexpensive producer. Hopefully, our clients will readily recommend us to others.

 

Storage and delivery

 

The product produced by Wike Corp. does not require any storage facilities, as it will be produced directly for each order. We are going to sign a contract with delivering companies such as FedEx Italy, DHL Italy, Pelican Express Courier Italy on regular basis in the event of finding regular customers. Our machines will be located at our leased premise Via Lodovico Berti, 40131, Bologna, Italy and produced ribbons will be shipped to other Italian cities from there, in case if our business grow.

 

Sales and Marketing

 

We plan to contact event companies who can order our products of ornamental ribbons. As well as we will cooperate with the flower-shops and companies for the production of decorations to supply to them our products. As of today, we have three sales contracts with Dragonfly Ltd., Serena Dolce - Weddings & Events and Italian Event LTD. Our competitive advantage is that we offer a high quality product, while maintaining reasonable prices.

 

Initially, our sole officer and director, Corina Safaler will market our products. If we sell at least 75% shares in this offering, we intend to hire one salesperson for a half working with good knowledge and connections in the production of ornamental ribbons and printing distribution area to introduce our product also in the event of all shares are sold from this offering we are going to hire assistant, with terms of work half a day, for our sole officer and director Corina Safaler for operating of two printing machine in addition to sales person. The salesperson’s job would be to find new potential purchasers, and to set up agreements with them to buy our products. We intend to focus on direct marketing efforts whereby our representative will directly contact:

 

* Distributors who are responsible for marketing and selling our production of ornamental ribbons;

* Flowers companies;

* Event companies;

* Related to the printing industry enterprises.

 

Competition

 

The level of competition in business of printed ribbons production is high. Many of our established competitors have developed a brand following which would make our potential customers prefer their products to ours. Aggressive lower pricing tactics implemented by our competitors would make it difficult for us to enter the market. Economies of scale would make it easier for our larger established competitors to negotiate price discounts with their suppliers of products for production of ornamental ribbons, which would leave us at a disadvantage. The principal competitive factors in our industry are pricing and quality of goods. We will be in a market where we compete with many domestic and international companies offering similar products. We will be in direct competition with them. Many large companies will be able to provide more favorable services to the potential customers. Many of these companies may have a greater, more established customer base than us. We will likely lose business to such companies. Also, many of these companies will be able to afford to offer better price for similar product than us that may also cause us to lose business. We foresee to continue to face challenges from new market entrants. We may be unable to continue to compete effectively with these existing or new competitors, which could have a material adverse effect on our financial condition and results of operations.

 

Insurance

 

We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.

 

Employees

 

We are a development stage company and currently have no employees, other than our sole officer and director, Corina Safaler. Our business office is located at Via Arno, 8, 40139 Bologna, Italy.

 

Offices

 

The phone number is 003907341980011. We have entered into a lease with Mauricio Polito. The office space is 30 square meters and located at Via Lodovico Berti, 40131, Bologna, Italy.

 

 

Government Regulation

 

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to export and import of products for production of ornamental ribbons and operation of any facility in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business. We do not need to receive any government approvals necessary to conduct our business; however we will have to comply with all applicable export and import regulations.

 

Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 1B. Unresolved Staff Comments

 

Not applicable to smaller reporting companies.

 

Item 2.  Description of Property

 

We do not own any real estate or other properties.  

Item 3.  Legal Proceedings

We know of no legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.

Item 4.  Mine Safety Disclosures

 

Not applicable.

PART II

 

Item 5. Market for Common Equity and Related Stockholder Matters      

Market Information

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the Over the Counter Bulletin Board (“OTCBB”). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Bulletin Board. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between Wike Corp. and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

As of December 31, 2016, no shares of our common stock have traded.

 

Number of Holders

 

As of December 31, 2016, the 6,060,000 issued and outstanding shares of common stock were held by a total of 36 shareholder of record.

 

 

 

Dividends

 

No cash dividends were paid on our shares of common stock during the fiscal year ended December 31, 2016 and 2015. 

 

Recent Sales of Unregistered Securities

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

On August 10, 2015, the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.

 

On August, 2016, the Company issued 570,000 shares of common stock for cash proceeds of $5,700 at $0.01 per share.

 

On September, 2016, the Company issued 990,000 shares of common stock for cash proceeds of $9,900 at $0.01 per share.

 

There were 6,060,000 shares of common stock issued and outstanding as of December 31, 2016.

 

Purchase of our Equity Securities by Officers and Directors

 

On August 10, 2015, the Company offered and sold 4,500,000 restricted shares of common stock to our president and director, Arusyak Sukiasyan, for a purchase price of $0.001 per share, for aggregate offering proceeds of $4,500, pursuant to Section 4(2) of the Securities Act of 1933 as he is a sophisticated investor and is in possession of all material information relating to us. Further, no commissions were paid to anyone in connection with the sale of these shares and general solicitation was not made to anyone.

 

Other Stockholder Matters

 

None.

 

Item 6. Selected Financial Data                                       

 

Not applicable to smaller reporting companies.

 

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 

Results of operations

 

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

 

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

Liquidity and capital resources

 

As at December 31, 2016, our total assets were $12,198. Total assets were comprised of $3,892 in current assets, $8,306 in fixed assets.

 

As at December 31, 2016, our current liabilities were $2,359 and Stockholders’ equity was $9,839.

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

We have not generated positive cash flows from operating activities. For the year ended December 31, 2016 net cash flows used in operating activities was $10,552.

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

For the year ended December 31, 2016 we did $6,300 cash flows used in fixed assets purchased.

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

For the year ended December 31, 2016 net cash flows provided from financing activities was $17,559. $15,600 is from common stock issuance for cash and $1,959 is from related party loan.

 

Management’s discussion and analysis

 

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

 

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 

·                                      Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·                    Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

·                                      Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·                                      Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·                                      Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

 

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

 

Our independent registered public accountant has issued a going concern opinion. This means that there is a doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have generated only limited revenues to date.

 

To meet our needs for cash we are attempting to raise money from this offering and from selling our printed ribbons. We believe that we will be able to raise enough money through this offering or through selling our products to continue our proposed operations but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. We have signed sales contract, and we believe that we might get a production order for this customer in the nearest time.

 

 

If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. Even if we raise $50,000 from this offering, it will last one year, but we may need more funds for business operations in the next year, and we will have to revert to obtaining additional money.

 

Plan of operation

 

We intend to commence operations in the business of ornamental ribbons production. Our business is printing items on different kind of ribbons, such as printing logos, wishes, names and others. We have generated limited revenues and our principal business activities to date consists created a business plan, developed models of our business card and booklet and set up our web site, and we have purchased our printing machine and raw materials.

 

We have generated limited revenues in the amount of $15,400 to date.

 

We will not be conducting any product research or development. Further we do not expect significant changes in the number of employees. Upon completion of our public offering, our specific goal is selling ornamental ribbons.

 

Off-balance sheet arrangements

 

We have no 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.

 

Limited operating history; need for additional capital

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have generated limited revenues to the date. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholder.

 

Item 7A. Quantitative and Qualitative Disclosures about Market Risk   

 

Not applicable to smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data   

 

 

 

 

 

 

 

 

WIKE CORP.  

 

FINANCIAL STATEMENTS

 

YEARS ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

Table of Contents

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

 

 

 Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors and Stockholders

Wike Corp.

 

 

We have audited the accompanying balance sheet of Wike Corp. of December 31, 2016 and 2015 and the related financial statements of operations, changes in shareholder’s equity and cash flows for the years ended December 31, 2016 and 2015. These financial statements are the responsibility of the Company’s management. 

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion. 

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wike Corp. as of December 31, 2016 and 2015, and the results of its operation and its cash flows for the years ended December 31, 2016 and 2015 in conformity with U.S. generally accepted accounting principles.

 

The financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company’s losses from operations raise substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ PLS CPA__

PLS CPA, A Professional Corp.

 

February 22, 2017

San Diego, CA. 92111

 

 

 

WIKE CORP.

BALANCE SHEETS

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

WIKE CORP.

 STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 

 

 

WIKE CORP.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

WIKE CORP.

 STATEMENTS OF CASH FLOWS

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to financial statements.

 

 

 

 

 

 

 

WIKE CORP.

 NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

 

WIKE Corp. (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on November 11, 2014. We are a development-stage company in a business of printing on ornamental ribbons.  Our office is located at Via Lodovico Berti, 40131, Bologna, Italy.

 

NOTE 2 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, the Company had limited revenues as of December 31, 2016.  The Company currently has a negative working capital, but has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

 

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is December 31.

 

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $853 of cash as of December 31, 2016 and $146 of cash as of December 31, 2015.

 

Inventories

Inventories are stated at the lower of cost or market. Cost is principally determined using the first-in, first out (FIFO) method. The Company had $2,439 in inventory as of December 31, 2016 and $1,120 as of December 31, 2015.

 

Depreciation, Amortization, and Capitalization

The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods over the estimated useful life of the assets. We estimate that the useful life of Industrial printing machine JMD/ADL 330B, furniture and computer is five years. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired, together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.

 

 

 

 

 

 

 

WIKE CORP.

NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

 

Intangible assets

Intangible Assets outlines the accounting requirements for intangible assets, which are non-monetary assets which are without physical substance and identifiable (either being separable or arising from contractual or other legal rights). Intangible assets meeting the relevant recognition criteria are initially measured at cost, subsequently measured at cost or using the revaluation model, and amortized on a systematic basis over their useful lives (one year for our website), based on pattern of benefits (straight-line is the default).

 

Fair Value of Financial Instruments

AS topic 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

 

These tiers include:

The carrying value of cash and the Company’s loan from shareholder approximates its fair value due to their short-term maturity.

 

Income Taxes

Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Revenue Recognition

The Company will recognize revenue in accordance with ASC topic 605 “Revenue Recognition”. The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

 

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718.  To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Basic Income (Loss) Per Share

The Company computes income (loss) per share in accordance with FASB ASC 260 “Earnings per Share”. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period.  Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As of December 31, 2016 there were no potentially dilutive debt or equity instruments issued or outstanding. 

 

Comprehensive Income

Comprehensive income is defined as all changes in stockholders' equity (deficit), exclusive of transactions with owners, such as capital investments. Comprehensive income includes net income or loss, changes in certain assets and liabilities that are reported directly in equity such as translation adjustments on investments in foreign subsidiaries and unrealized gains (losses) on available-for-sale securities. As of December 31, 2016 there were no differences between our comprehensive income and net income.

 

 

 

 

 

WIKE CORP.

NOTES TO THE NANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

NOTE 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)

 

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company other than those relating to Development Stage Entities as discussed above.

 

NOTE 4 – LOAN FROM DIRECTOR

 

During 2016 our sole director has loaned to the Company $1,959. This loan is unsecured, non-interest bearing and due on demand.

 

The balance due to the director was $2,359 as of December 31, 2016.

 

NOTE 5 – FIXED ASSETS

 

NOTE 6 – INTANGIBLE ASSETS

 

WIKE CORP.

 NOTES TO THE AUDITED FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

NOTE 7 – COMMON STOCK

 

The Company has 75,000,000, $0.001 par value shares of common stock authorized.

 

On August 10, 2015, the Company issued 4,500,000 shares of common stock to a director for cash proceeds of $4,500 at $0.001 per share.

On September, 2016, the Company issued 1,560,000 shares of common stock for cash proceeds of $15,600 at $0.01 per share.

 

There were 6,060,000 shares of common stock issued and outstanding as of December 31, 2016.

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Company has reentered the one year rental agreement with Mauricio Polito, starting on September 17, 2016 and ending September 17, 2017. Monthly payment is in amount of $200. The validity of this agreement can be expanded for longer period upon an oral agreement. This is 30 square meters located at Via Lodovico Berti, 40131, Bologna, Italy, which tenant shall use and occupy only as a manufacturer subject.

 

NOTE 9 – INCOME TAXES

 

The Company adopted the provisions of uncertain tax positions as addressed in ASC 740-10-65-1. As a result of the implementation of ASC 740-10-65-1, the Company recognized no increase in the liability for unrecognized tax benefits.

 

The Company has no tax position as of December 31, 2016 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The Company does not recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the period presented. The Company had no accruals for interest and penalties as of December 31, 2016. The Company’s utilization of any net operating loss carry forward may be unlikely as a result of its intended activities.

 

The valuation allowance as of December 31, 2016 was approximately $3,489 (at year ended December 31, 2015 was approximately $373). The net change in valuation allowance as of year ended December 31, 2016 was $3,115 (and $373 during the year ended December 31, 2015). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2016.  All tax years since inception remains open for examination by taxing authorities.

 

The Company has a net operating loss for tax purposes totaling approximately $10,261 as of December 31, 2016 (and $1,098 at year ended December 31, 2015), expiring through 2035. There is a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

WIKE CORP.

 NOTES TO THE FINANCIAL STATEMENTS

YEAR ENDED DECEMBER 31, 2016 AND DECEMBER 31, 2015

 

NOTE 9 – INCOME TAXES (CONTINUED)

 

The actual tax benefit at the expected rate of 34% differs from the expected tax benefit as of December 31, 2016 and December 31, 2015 as follows:

 

 

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

None

 

Item 9A(T) Controls and Procedures

 

Disclosure Controls and Procedures.

 

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in the Company’s Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to the Company’s management, as appropriate, to allow timely decisions regarding required disclosure.

 

The Company’s management, with the participation of our principal executive and principal financial officer evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective.

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us 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. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Item 9B. Other Information.

 

None.

 

 

 

 

 

 

 

 

 

PART III

 

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

 

DIRECTORS AND EXECUTIVE OFFICERS

 

The name, age and titles of our executive officer and director are as follows:

 

 

Corina Safaler has acted as our President, Treasurer, Secretary and Director since our incorporation on November 11, 2014. There was no any arrangement or understanding between Ms. Safaler and any other person(s) pursuant to which she was selected as a director of the company. For the past five years Ms. Safaler worked as designer of decorations at Evolution Events Bologna SRL from November 2010-2015. There was no any arrangement or understanding between Ms. Safaler and any other person(s) pursuant to which she was selected as an officer of the. Ms. Safaler owns 74.26% of the outstanding shares of our common stock. As such, it was unilaterally decided that Ms. Safaler was going to be our sole President, Chief Executive Officer, Treasurer, and Chief Financial Officer, Chief Accounting Officer, Secretary and sole member of our board of directors. Ms. Safaler intends to spend 75% of her time to planning and organizing activities of Wike Corp.

 

During the past ten years, Ms. Safaler has not been the subject to any of the following events:

 

1.           Any bankruptcy petition filed by or against any business of which Ms. Safaler was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

2.           Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

3.           An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Ms. Safaler’s involvement in any type of business, securities or banking activities.

4.           Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to violate a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

5.           Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

6.           Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

7.           Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i.                                                                        Any Federal or State securities or commodities law or regulation; or

ii.                                                                      Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii.                                                                   Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.               Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

TERM OF OFFICE

 

Our director is appointed to hold office until the next annual meeting of our stockholders or until her respective successor is elected and qualified, or until she resigns or is removed in accordance with the provisions of the Nevada Revised Statues.

 

DIRECTOR INDEPENDENCE

 

Our board of directors is currently composed of one member, Corina Safaler, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no existing relationships which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

 

Item 11. Executive Compensation

 

MANAGEMENT COMPENSATION

 

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from inception on November 11, 2014 until December 31, 2016:

 

Summary Compensation Table

There are no current employment agreements between the company and its officer.

 

Ms. Safaler currently devotes approximately 75% of her time to manage the affairs of the Company. She has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be. There are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the company or any of its subsidiaries, if any.

 

Director Compensation

 

The following table sets forth director compensation as of December 31, 2016: