Mountain High Acquisitions Corp. - Quarter Report: 2013 September (Form 10-Q)
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to ____________
Commission File Number 333-175825
WIRELESS ATTACHMENTS, INC.
(Exact name of Registrant as specified in its charter)
| Colorado | 84-15070556 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) |
2789 S. Lamar Street, Denver, CO 80227
(Address of principal executive offices)
(303) 763-7527
(Issuer’s telephone number, including area code)
Securities registered under Section 12(g) of the Exchange Act:
None
Securities registered under Section 12(b) of the Exchange Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 o
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, a non-accelerated filer, or a smaller reporting company. See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated o | Smaller reporting company x | |
| (do not check if smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The Company had 129,288,000 shares of its $.0001 par value common stock outstanding as of November 13, 2013.
Table of Contents
FORM 10-Q
WIRELESS ATTACHMENTS, INC.
| Page | |||
| PART I. | FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements (unaudited) | 3 | |
| Balance Sheets, September 30, 2013 (unaudited) and March 31, 2013 (audited) | 3 | ||
| Unaudited Statements of Operations for the three and six months ended September 30, 2013 and 2012 and for the period from inception (September 22, 2010) to September 30, 2013 | 4 | ||
| Unaudited Statements of Cash Flows for the six months ended September 30, 2013 and 2012 and for the period from inception (September 22, 2010) to September 30, 2013 | 5 | ||
| Notes to Financial Statements | 6 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition | 10 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 15 | |
| Item 4. | Controls and Procedures | 16 | |
| PART II. | OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 16 | |
| Item 1A. | Risk Factors | 16 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 | |
| Item 3. | Defaults Upon Senior Securities | 16 | |
| Item 4. | Submission of Matters to a Vote of Security Holders | 16 | |
| Item 5. | Other Information | 16 | |
| Item 6. | Exhibits | 17 | |
| Signatures | 18 |
| 2 |
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ITEM 1. FINANCIAL STATEMENTS.
| Wireless Attachments, Inc. |
| (A Development Stage Company) |
| BALANCE SHEETS |
| September 30, | March 31, | |||||||
| 2013 | 2013 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 1,589 | $ | 841 | ||||
| Total Current Assets | $ | 1,589 | $ | 841 | ||||
| LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | — | $ | 750 | ||||
| Total Current Liabilities | — | 750 | ||||||
| Long Term Liabilities | ||||||||
| Notes Payable Shareholder | 33,000 | 23,500 | ||||||
| Total Long Term Liabilities | 33,000 | 23,500 | ||||||
| Total Liabilities | 33,000 | 24,250 | ||||||
| Commitments and Contingencies | ||||||||
| Stockholders' Equity (Deficit) | ||||||||
| Preferred Stock, $.0001 par value, 250,000,000 | ||||||||
| shares authorized; 100,000 shares issued | ||||||||
| and outstanding | 10 | 10 | ||||||
| Common Stock; $.0001 par value, 250,000,000 | ||||||||
| shares authorized; 129,288,000 shares issued | ||||||||
| and outstanding | 12,929 | 12,929 | ||||||
| Additional Paid In Capital | 27,741 | 27,741 | ||||||
| (Deficit) Accumulated During Development Stage | (72,091 | ) | (64,089 | ) | ||||
| Total Stockholders' Equity (Deficit) | (31,411 | ) | (23,409 | ) | ||||
| TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) | $ | 1,589 | $ | 841 | ||||
The accompanying notes are an integral part of the financial statements.
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| WIRELESS ATTACHMENTS, INC. (A Development Stage Company) STATEMENTS OF OPERATIONS (UNAUDITED) |
| For the Period from Inception September 22, 2010 to | For the six months ended | For the three months ended | |||||||||||||||||||
| September 30 | September 30 | September 30 | September 30 | September 30 | |||||||||||||||||
| 2013 | 2013 | 2012 | 2013 | 2012 | |||||||||||||||||
| REVENUES | |||||||||||||||||||||
| Revenues | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
| EXPENSES | |||||||||||||||||||||
| Selling, General and Administrative Expenses | 72,112 | 8,001 | 35,730 | 1,948 | 19,174 | ||||||||||||||||
| Operating expenses | 72,112 | 8,001 | 35,730 | 1,948 | 19,174 | ||||||||||||||||
| (LOSS) FROM OPERATIONS | (72,112 | ) | (8,001 | ) | (35,730 | ) | (1,948 | ) | (19,174 | ) | |||||||||||
| OTHER INCOME (EXPENSE) | |||||||||||||||||||||
| Interest Earned | 21 | — | 3 | — | — | ||||||||||||||||
| TOTAL OTHER INCOME (EXPENSE) | 21 | — | 3 | — | — | ||||||||||||||||
| NET (LOSS) BEFORE TAXES | (72,091 | ) | (8,001 | ) | (35,727 | ) | (1,948 | ) | (19,174 | ) | |||||||||||
| INCOME TAX EXPENSE | — | — | — | — | — | ||||||||||||||||
| NET( LOSS) | (72,091 | ) | $ | (8,001 | ) | $ | (35,727 | ) | $ | (1,948 | ) | $ | (19,174 | ) | |||||||
| NET (LOSS) PER SHARE - BASIC AND DILUTED | $ | — | * | $ | — | * | $ | — | * | $ | — | * | $ | — | |||||||
| WEIGHTED AVERAGE NUMBER OF | |||||||||||||||||||||
| SHARES OUTSTANDING | 129,288,000 | 129,288,000 | 129,288,000 | 129,288,000 | 129,288,000 | ||||||||||||||||
| *Less than $.01 | |||||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
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| WIRELESS ATTACHMENTS, INC. | |||||||
| (A Development Stage Company) | |||||||
| STATEMENTS OF CASH FLOWS | |||||||
| (UNAUDITED) |
| For the Period from Inception September 22, 2010 to | For the six months ended | |||||||||||
| September 30 | September 30 | September 30 | ||||||||||
| 2013 | 2013 | 2012 | ||||||||||
| CASH FLOWS FROM (TO) OPERATING ACTIVITIES | ||||||||||||
| Net (loss) | $ | (72,091 | ) | $ | (8,001 | ) | $ | (35,727 | ) | |||
| Adjustments to reconcile net (loss) to net cash | ||||||||||||
| Increase (Decrease) in Accounts Payable | $ | — | $ | (750 | ) | $ | (288 | ) | ||||
| Net Cash Flows (Used) by Operating Activities | $ | (72,091 | ) | $ | (8,751 | ) | $ | (36,015 | ) | |||
| CASH FLOWS FROM (TO) FINANCING ACTIVITIES | ||||||||||||
| Issuance of common stock | $ | 40,465 | $ | — | $ | — | ||||||
| Issuance of preferred stock | $ | 215 | $ | — | $ | — | ||||||
| Notes Payable Shareholder | $ | 33,000 | $ | 9,500 | $ | 20,000 | ||||||
| Net Cash Provided by Financing Activities | $ | 73,680 | $ | 9,500 | $ | 20,000 | ||||||
| NET INCREASE (DECREASE) IN CASH | $ | 1,589 | $ | 749 | $ | (16,015 | ) | |||||
| AND CASH EQUIVALENTS | ||||||||||||
| CASH AND CASH EQUIVALENTS, | ||||||||||||
| BEGINNING OF PERIOD | $ | — | $ | 840 | $ | 20,842 | ||||||
| END OF PERIOD | $ | 1,589 | $ | 1,589 | $ | 4,827 | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH INFORMATION | ||||||||||||
| Cash paid for interest | $ | 87 | $ | — | $ | 27 | ||||||
| Cash paid for income taxes | $ | — | $ | — | $ | — | ||||||
The accompanying notes are an integral part of the financial statements.
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WIRELESS ATTACHMENTS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
NOTE A - SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation
Wireless Attachments, Inc. has prepared the accompanying financial statements without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and management believes that the disclosures are adequate to make the information presented not misleading. These financial statements include all of the adjustments that, in the opinion of management, are necessary to a fair presentation of financial position and results of operations. All such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the audited financial statements at March 31, 2013 included in the Annual Report on Form 10-K as filed with the SEC. The results of operations for the periods presented are not necessarily indicative of the results we expect for the full year.
Development Stage Company
Wireless Attachments, Inc. (the “Company”) was incorporated under the laws of the state of Colorado on September 22, 2010. The principal office of the corporation is 2789 S. Lamar Street, Denver, Colorado 80237. The Company is in the development stage and has not begun to sell its planned products.
The Company is developing solar cloth membranes for outdoor active wear that covert sunlight into electrical power and that can be used for charging and/or operating mobile devices such as the iPod and the iPhone.
Accounting Method
The Company records income and expense on the accrual method.
Fiscal Year
The Company has selected a March 31 fiscal year end.
Loss per Share
Loss per share was computed using the weighted average number of shares of common stock and common stock equivalents outstanding during the period.
Financial Instruments
Unless otherwise indicated, the fair value of all reported assets and liabilities which represent financial instruments (none of which are held for trading purposes) approximate the carrying value of such amounts.
Statements of Cash Flows
For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.
Use of Estimates
The preparation of the Company’s financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could differ from these estimates.
Income Taxes
Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.
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Stock Split
On April 24, 2012, the Board of Directors of Wireless Attachments, Inc. (the “Company”) recommended to the shareholders that it would be in the best interests of the Company to forward split the Company’s common stock, par value $0.0001, on a 60 to 1 basis.
The Company’s Articles of Incorporation provide that any action required or permitted by the Colorado Business Corporation Act (“Act”) to be taken at a shareholders’ meeting may be taken without a meeting of shareholders if shareholders holding shares entitled to not less than the minimum votes that would have been required to take the action at a shareholders’ meeting consent to such action in writing in accordance with the requirements of Section 7-107-104 of the Act.
Steve S. Sinohui, the Company’s sole director, Chief Executive Officer and 92.82% shareholder of the Company, acting pursuant to the Colorado Business Corporation Act, waived all right and entitlement to notice of a special meeting of the shareholders of the Company and consented to, adopted and approved to forward split the Corporation's $0.0001 par value common stock such that each shareholder of common stock shall receive 60 shares for each one share of common stock registered in such shareholder’s name effective as of April 24, 2012. The Company did not solicit proxies from shareholders owning the remaining 7.18% of the Company’s common stock. There were no changes in the par value of the stock.
All references to share and per share amounts in the financial statements and accompanying notes to the financial statements have been retroactively restated to reflect the 60 for 1 stock split. There were no changes in the par value of the stock.
Recent Accounting Standards
There have been various accounting standards and updates recently issued, none of which are expected to have a material impact on the Company's financial position, operations, or cash flows.
NOTE B – STOCKHOLDERS’ EQUITY
As of September 30, 2013, the Company was authorized to issue 250,000,000 shares of common stock and 250,000,000 shares of preferred stock. Of these amounts, 129,288,000 shares of the Company’s $.0001 par value common stock were issued and outstanding and 100,000 shares of the Company’s $.0001 par value preferred shares were issued and outstanding.
The Series A preferred shares are not convertible to common stock, have no voting rights, do not carry any current or accumulated dividend and, in the event of liquidation, have first and superior rights over all other classes of equity securities issued and outstanding by the Company.
NOTE C- RELATED PARTY TRANSACTIONS
The President and CEO owns 120,000,000 shares of the Company’s $.0001 par value common stock that are issued and outstanding and all of the 100,000 shares of the preferred stock that are issued and outstanding.
As of September 30, 2013, the majority shareholder loaned the Company a total of $33,000, payable December 31, 2014, to fund operating expenses. No interest accrues on the outstanding obligation until maturity. Any payments not made at maturity will bear interest at a rate of 10% per year. The effect of imputed interest on this obligation is considered immaterial to the financial statements. The loans are unsecured and contain no stated conversion privileges. Also, the shareholder has agreed to provide funding for the Company’s activity for fiscal year 2014.
During its development stage, the Company is using office space provided by its President for which it pays no rent. The fair value of this arrangement is immaterial to the financial statements. As the operations of the Company increase however, the value of facilities usage and other services may become material and at that time, will be recorded as an expense, with an offsetting liability or contribution to capital.
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NOTE D – LICENSE AGREEMENT
On November 5, 2010, the Company was granted non-exclusive rights by Apple, Inc. to market its products specifically for iPod and iPhone devices. With this agreement, the Company will be able to use the iPod and iPhone logo on its product packaging and has agreed to pay royalties of $4.00 per product sold. The initial term of the agreement was two years and automatically renews for successive one-year terms.
NOTE E– UNCERTAIN TAX POSITIONS
The Company adopted the provisions of ASC Topic 740, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The adoption of the provisions of FIN 48 did not have a material impact on the company’s financial position and results of operations. At September 30, 2013, the company had no liability for unrecognized tax benefits and no accrual for the payment of related interest.
Interest costs related to unrecognized tax benefits are classified as “Interest expense, net” in the accompanying statements of operations. Penalties, if any, would be recognized as a component of “Selling, general and administrative expenses”. The Company recognized $0 of interest expense related to unrecognized tax benefits during 2012. In many cases, the company’s uncertain tax positions are related to tax years that remain subject to examination by relevant tax authorities.
The following describes the open tax years, by major tax jurisdiction, as of September 30, 2013.
| United States (a) | 2011– Present |
(a) Includes federal as well as state or similar local jurisdictions, as applicable.
NOTE F - INCOME TAXES
We account for income taxes using the asset and liability approach in accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.
The Company has federal net operating loss carryforwards of approximately $72,091 expiring in various years through 2031. The tax benefit of these net operating losses has been offset by a full allowance for realization.
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Income tax expense (benefit) consists of the following for the six months ended September 30:
| 2013 | 2012 | |||||||
| Current taxes | $ — | $ — | ||||||
| Deferred taxes | (1,200 | ) | (5,359 | ) | ||||
| Less: valuation allowance | 1,200 | 5,359 | ||||||
| Net income tax provision (benefit) | $ | — | $ | — | ||||
Our effective tax rate differs from the high statutory rate for the periods ended September 30, due to the following (expressed as a percentage of pre-tax income):
| 2013 | 2012 | |||||||
| Federal taxes at statutory rate | 15.00 | % | 15.00 | % | ||||
| State taxes, net of federal tax benefit | 3.50 | % | 3.50 | % | ||||
| Valuation allowance | -18.50 | % | -18.50 | % | ||||
| Effective income tax rate for continuing operations | 0.00 | % | 0.00 | % | ||||
As of September 30, the components of these temporary differences and the deferred tax asset were as follows:
| 2013 | 2012 | |||||||
| Current taxes | $ — | $ — | ||||||
| Deferred taxes | (10,815 | ) | (9,018 | ) | ||||
| Less: valuation allowance | 10,815 | 9,018 | ||||||
| Net income tax provision (benefit) | $ | — | $ | — | ||||
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENT NOTICE
When used in this report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company’s future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Further, persons reviewing this report are advised that actual results may differ materially from those included within the forward-looking statements because of various factors such as:
- the Company’s lack of revenues and earnings to date and its possible inability to achieve meaningful revenues or earnings in the future;
- the Company has limited assets and working capital and may not be able to continue in operation without the infusion of additional capital;
- our expectation to incur losses for at least the next 15 months;
- we may need to raise additional funds and these funds may not be available to us when we need them in which case we may need to change our business plan, sell or merge our business or face bankruptcy;
- the speculative nature of the Company’s proposed operations;
- our dependence upon our management’s efforts and/or the loss of any or all of our management;
- our management team’s limited experience in our industry;
- the fact that we have not developed a product, may not succeed in developing a product and, if developed, such product may not be commercially viable;
- our dependence on strategic partners for development, manufacture and distribution of our planned products;
- we may be unable to adequately protect or enforce our intellectual property rights, which may have a detrimental effect on our business;
- our lack of market research and a marketing organization; and
- our dependence on our license agreement with Apple, Inc.
OUR HISTORY AND BUSINESS
History
Wireless Attachments, Inc. (“WAI,” “we” or the “Company”) incorporated in the State of Colorado on September 22, 2010, under the name Wireless Attachments, Inc.
Since September 22, 2010, WAI has been in the research and development phase. We expect to be in the research and development phase for at least the next six months. We intend to develop solar cloth membranes and solar charging units for outdoor active wear that convert sunlight into electrical power and that can be used for charging and operating mobile devices such as the iPhone and iPod.
On November 5, 2010, Apple, Inc. granted the Company a non-exclusive license to design, develop, manufacture and sell accessories that are made for Apple’s iPod and iPhone. Our operations are materially dependent on our license agreement with Apple, Inc. and Apple, Inc. may approve or disapprove any proposed product for any reason and may terminate the license for any or no reason upon 60 days notice. The initial term of the agreement was two years and automatically renews for successive one-year terms.
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Product Development
The Company intends to develop and market two types of products: (1) Photovoltaic Cloth Membranes (“PCMs”) that will work in conjunction with (2) Solar Charging Units (“SCUs”), which we also intend to develop. We have been in the concept stage of development since September of 2010. We have been researching and assessing materials, devices and technologies that we can incorporate into our planned products. Since we started this phase of research and development, several events in the solar market have extended the timing of our research and development activities.
The industry has been showing signs of consolidation by way of numerous bankruptcies and the absorption of assets by larger companies. The Company expects this trend to continue as the prices of solar modules keep falling and PV suppliers see their revenues drop. As less-competitive companies drop out of the market, fewer players are involved and the Company has found that research and development of technologies that we could implement into our planned products is stalled or still at the academic level. However, we do believe that, because prices will continue to drop and demand will continue to grow, (Solarbuzz Quarterly reports that “during Q3’13, end-market demand from the global solar PV industry reached a new Q3 record of 9GW. This record demand is up 6% Q/Q and 20% Y/Y,”), companies in this industry will need to become more competitive through technology innovation and increased efficiencies.
The Company has been exploring the use of thin-film technologies for use in the manufacture of its products, including dye-sensitized solar cells (also known as Gratzel cells). Gratzel cells use a molecular dye that absorbs sunlight and converts the photons’ energy into electricity. Historically, a major problem with Gratzel cells has been their use of organic liquid electrolytes that leak and corrode the cells reducing cell life. We have been conducting this phase of our research and development in-house. We have been seeking partnerships with other companies or academics that are working on similar technologies.
At this time, we have not formed any relationships with any companies or academicians. Once we have identified the technologies and materials we intend to incorporate into our planned products, we plan to engage outside developers to assist in their development. Our current thoughts on how to develop our products may change during the development process and the technologies, devices and materials we may expect to use in the development of our proposed products may change accordingly.
We anticipate being in this phase of our research and development for at least another six months. After we exit this stage of research and development, we expect it will take an additional three to six months to create working prototypes. We must submit these prototypes to Apple for approval and certification. Our license agreement with Apple requires certification by Apple of the prototypes and then again when we have production ready products. Apple's authorized test labs perform all requisite compliance testing. The Company will need to submit two production-ready samples to one of Apple’s approved third party test labs. The Company hopes to have samples ready for a test lab in nine to 12 months. At the time we submit the production ready products, we must also submit a plan of distribution to Apple to achieve certification. There is no guarantee that Apple will approve our production ready products and plan of distribution. Without this certification, the Company would not have products to market, and the Company may have to cease all operations.
Our access to PCM and SCU technologies is no greater than other developers intent on developing the same or similar products. Accordingly, we have no special access to potential PCM and SCU technologies that would provide a developmental advantage. Because we are in the initial concept of product development, our selection of any technology is preliminary and may change as the product development process continues.
At the conclusion of our product development, the Company will refine its market research, model cost of goods sold by projecting out the availability and costs of raw materials and the costs associated with outsourcing manufacturing and third party logistics and develop a detailed sales and marketing plan and associated costs. We have not developed a functioning product and we have not yet obtained objective evidence that our planned products can reliably perform the functions or provide the benefits described in this report.
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Growth Strategy
The Company plans to partner with contract manufacturers that already have the equipment and capability to produce our planned PCM and SCU products on a contract basis. We intend to derive revenue from direct sales of our PCMs and SCUs to manufacturers of cloth-based consumer products.
The Company does not plan to develop its own suite of end-user clothing and bags, but rather to create PCMs and SCUs that can be incorporated into merchandise created by manufacturers of active wear, bags and other cloth-based consumer products. Our primary initial focus will be developing PCMs and SCUs that can be used by outdoor and sporting clothing manufacturers. There can be no assurance, however, that we will be able to develop such PCMs or SCUs or, if we are able to develop them, that we will be successful in marketing them at a profit.
Market
We intend initially to market and sell our products only in the United States, where we believe that the market for our products is limited. The available market research data that we have located and our assumptions behind our estimate of market size are discussed below. Because we are unable to find U.S. market forecasts or estimates for our intended products, we have necessarily made assumptions in estimating the range of the potential market size for those products. Our assumptions are also set forth below. We have researched markets for other solar products (not necessarily related to charging units for mobile phones and products similar to iPods) and have extrapolated information from those data and research. The forecasting of market size for relatively new products, however, is, by its nature, not an exact process, and there can be no assurance that our assumptions are valid or that our estimates will prove to be accurate. Moreover, the aggregate potential market size for our intended products is no indication of our potential revenues or unit sales.
Solarbuzz Quarterly is projecting that end-market solar PV system revenues will reach $65-75 billion in 2013. This compares to $68 billion in 2012 and $92 billion in 2011 when module and system prices were 20-50% higher than today. During the fourth quarter of 2013, solar PV demand is forecast to grow to 10-12 GW, with half of the characteristic year-end surge in demand coming from China and the US.
Ryan Levinson, Founder of SunFunder (a crowdfunding platform connecting investors to high-impact solar projects in off-grid communities), believes the off-grid solar market will be driven by cell phones. In his December 2012 article Five Reasons Why the Off-Grid Solar Market Will Be Driven by Cell Phones, he asserts “there are 600 million people with cell phones that have no access to electricity.” His article explains “to charge cell phones, people often have to walk hours to charging stations where they can plug their phone into a car battery.” Mr. Levinson points out that a new trend is emerging in the off-grid solar market wherein small-scale entrepreneurs are buying solar cell phone charging units and creating businesses around charging other people’s cell phones. Charging cell phones is emerging as the number one reason people with no electricity want solar energy.
Mr. Levinson cites new payment options are also driving the growth of the off-grid solar market. “For years solar businesses in off-grid communities have sought consumer financing solutions to help make solar energy more affordable for their customers. Solar businesses have tried to implement direct financing programs through micro-loans, leases and consignment, but one of the biggest challenges has always been how to get repaid by people living in remote unelectrified areas. Now, due to the recent growth of mobile money systems, particularly in East Africa, new direct financing approaches, such as “Pay As You Go” are emerging that allow people to pay their solar energy payments with their cell phones.” The Company believes that this growth in the off-grid solar market will have a small impact upon the Company’s business primarily due to the fact that the potential of alternative charging solutions also has the attention of telecom companies who operate in off-grid areas. Mobile phones provide commercial and social opportunities, and when off-grid subscribers are given the opportunity to increase their usage, they do so. Telecom giant Digicel distributed 350,000 solar handset chargers throughout Papau New Guinea, Vanautu, Haiti and a few other markets. They tracked the mobile phone usage of subscribers before and after acquiring a solar charger, and the difference was an average revenue per user increase of 13% - 15%.
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The Company could not find any data or research reports that specifically addressed the market for solar powered chargers for the Apple iPod and iPhone. However, by examining other data and research materials from a broader range of solar product markets, we have tried to estimate the U.S. market for solar powered chargers for the Company’s proposed target market, as described below.
On July 23, 2013, Apple reported it had sold 31.2 million iPhones during the third quarter ended June 29, 2013 compared to 26 million for the quarter ended June 29, 2012. iPhone unit sales totaled 116.4 million for the first nine months of fiscal 2013. Apple sold 4.6 million iPods during the third quarter compared to 6.75 million during the same period of fiscal 2012. iPod unit sales totaled 22.88 million for the first nine months of fiscal 2013. According to IDC, Samsung was the top mobile handset vendor in the world with 26.2% of the global market, up from 23.9% in the same quarter last year. While Nokia held the number two spot, its handset shipments dropped 27% to 61.1 million units. Apple holds firm in the third spot with 7.2% of the mobile handset market in the second quarter of calendar 2013, up from 6.4% market share in the same period of 2012.
Batteries and solar chargers are used primarily in the off-grid solar markets, but also in on-grid markets, where the customer requires power during periods that the electricity grid is unavailable. In the U.S, these markets would include rural areas and for leisure applications (motor homes, sailboats, vacation homes, hunting cabins, mountain lodges).
The Company was unable to ascertain from this report (or any other source) the U.S. portion of the off-grid charging market for mobile phones. According to a 2013 report by SolarCellCentral, the U.S. will account for 4.3% of the aggregate worldwide PV installations market in 2013 and the U.S. market share of these installations is expected to grow between 15% and 25% by 2013. The U.S. solar industry grew from $8.6 billion in 2011 to $11.5 billion in 2012. Transparency Market Research reports “grid-connected solar PV's dominated the grid type market, accounting for 98.03% of the overall installed capacity in 2011.”
From these data, WAI has estimated a U. S. market for solar charging solutions for mobile phones and other portable devices in 2013 between $29 million and $245 million. We estimated the low end of the 2013 market size by multiplying the U.S. 2012 market share of PV installations ($11.5 billion) by the expected average growth rate in the U.S. market share of those installations (20%) and multiplied that figure by the projected 2013 percentage of off-grid solutions (3%). We then applied to the resulting number a discount factor of 70% to account for (i) the widespread availability of cheaper and more convenient on-grid charging solutions within the U.S. market and (ii) the fact that there are mobile phones other than Apple products. We estimated the high end of the 2013 market size by multiplying the number of projected 2013 iPhone and iPod sales times the average selling price of $43.69 of solar charging solutions that we found currently available in the marketplace and multiplied that product by our estimate of U.S. adopters of solar energy charging solutions of 3%. We anticipate that the percentage of U.S. adopters of solar energy charging solutions will be smaller than in other countries with fewer on-grid resources and due to the availability in the U.S. of cheaper and more convenient on-grid solutions. Due to the inherent uncertainties in the published estimates and projections that we have relied on (including inherent uncertainties associated with predicting future events in general), our own assumptions and the fact that we have extrapolated data from the larger PV installation market to the market for PV battery charging solutions for portable products, there can be no assurance that our estimate of the potential U.S. market for our intended products will prove to be accurate.
Backpacks, brief cases and bags with built-in flexible solar panels are already available in today’s marketplace. Bags with photovoltaic panels are used to power personal electronics and laptop computers. We believe the market for solar charging solutions will continue to grow and by developing cloth membranes that are not only washable, but pliable, that active wear manufacturers and other OEM’s of cloth-based merchandise will find our membranes a unique solution to gaining new market share. It is our intent to create cloth membranes with solar panels that are not quite as noticeable, bulky and unattractive as current solutions. We expect to create a more elegant and efficient solution than those products already in the marketplace. By creating solar-charging cloth membranes that can be sewn into outdoor clothing and sportswear, we expect our customers will be able to create consumer products for those individuals that want to live an active lifestyle and remain connected.
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Competition
In general, the accessory market for iPhones and iPods is highly competitive. We will be competing with those companies that develop solar chargers and power accessories for Apple’s products, such as Better Energy Systems, Inc. and Earthtech Products. More specifically, we believe we will be competing with those companies developing photovoltaic materials, like Konarka Technologies and Solarmer Energy, Inc., that are licensed or sold to OEM’s.
Competing developers may be able to engage in larger scale branding, advertising and developing activities more extensively than we can. Further, with sufficient financial backing, talented designers and developers can become competitors within several months of establishing a business. We will compete primarily on the basis of design, development, quality and service. Our business depends on our ability to shape and stimulate consumer tastes and demands by developing innovative and exciting products, as well as on our ability to remain competitive in the areas of quality and price.
Recent Developments
On April 24, 2012, the Board of Directors of the Company recommended to the shareholders that it would be in the best interests of the Company to forward split the Company’s common stock, par value $.0001, on a 60 for 1 basis. Steve S. Sinohui, the Company’s sole director, Chief Executive Officer and owner of 92.82% of the shares of the Company’s common stock, approved the forward split.
As of November 13, 2013, the Company’s President and controlling shareholder, Steve S. Sinohui, had loaned the Company an aggregate of $33,000. The notes are due on December 31, 2014, unless extended, and bear no interest unless not paid, in which case interest will be charged at a rate of 10% annually.
| ISSUE DATE | PRINCIPAL AMOUNT | MATURITY DATE | ||||
| July 3, 2012 | $ | 15,000 | December 31, 2014 | |||
| September 12, 2012 | $ | 5,000 | December 31, 2014 | |||
| November 13, 2012 | $ | 3,500 | December 31, 2014 | |||
| June 11, 2013 | $ | 1,000 | December 31, 2014 | |||
| July 8, 2013 | $ | 6,000 | December 31, 2014 | |||
| August 31, 2013 | $ | 2,500 | December 31, 2014 | |||
Need for Additional Financing
WAI intends to be researching the materials, technologies and processes necessary to create its planned products for at least the next nine months. Thereafter, we anticipate it will take an additional three to six months to create working prototypes. Our VP of Product Development estimates it will take $30,000 to $50,000 to create the first prototypes of the PCM and SCU. It will be necessary after 12 months for the Company to raise additional financing to fund the development of its first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.
At this time, we are unsure of how much funding we will need once we complete research and development, because we are unsure of the technologies we will employ to have our planned products manufactured. However, management estimates that we will require additional funding between $100,000 and $250,000 to fund the development of our first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses. If we are unable to raise additional funds, our stock would likely become worthless and we may be forced to abandon our business plan. As of the date of this report, we do not have any specific plans for raising additional funds for operations beyond the next nine months.
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RESULTS OF OPERATIONS
The Company was not profitable during the year ended March 31, 2013 and has not been profitable during the first six months of fiscal 2014.
Six Month Periods Ended September 30, 2013 and 2012
The Company had no revenues from continuing operations for the six-month period ended September 30, 2013 and no revenues for the same six-month period in 2012.
General and administrative expenses for the six-month period ended September 30, 2013 were $8,001 compared to $35,730 for the same period in 2012. Expenses consisted of general corporate administration, rent, Internet service provider, legal and professional expenses and accounting costs. The decrease in expenses was due primarily to costs associated with fees paid to our transfer agent and our attorneys, as well as the consulting and registration fees.
Because of the foregoing factors, the Company realized a net loss of $8,001 for the six months ended September 30, 2013 as compared to net loss of $35,727 for the same period in 2012.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 2013, the Company had assets consisting of $1,589 cash on hand.
WAI intends to be researching the materials, technologies and processes necessary to create its planned products for at least another six months. We do not have sufficient cash to operate our business at the current level for the next six months. The Company will need to borrow additional funds to complete researching the materials, technologies and processes necessary to create its planned products. Thereafter, we anticipate it will take an additional three to six months to create working prototypes. Our VP of Product Development estimates it will take $30,000 to $50,000 to create the first prototypes of the PCM and SCU. It will be necessary after six months for the Company to raise additional financing to fund the development of its first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.
At this time, we are unsure of how much funding we will need once we complete research and development, because we are unsure of the technologies we will employ to have our planned products manufactured. However, management does believe we will require additional funding between $100,000 and $250,000 to fund the development of our first prototypes, to bring the prototypes to production, for sales and marketing, staffing and for general operating expenses.
To grow our business, we will need additional capital. Additional capital may be raised through additional private financings as well as borrowings and other resources. To the extent that additional capital is raised through the sale of equity or equity-related securities, the issuance of such securities could result in dilution of our stockholders. There can be no assurance that additional funding will be available on favorable terms, if at all. If adequate funds are not available when we need them, we may be required to curtail our operations. No assurance can be given that we will have access to the capital markets in the future, or that financing will be available on acceptable terms to satisfy our cash requirements needed to implement our business strategies. Our inability to access the capital markets or obtain acceptable financing could have a material adverse effect on our results of operations and financial condition and could severely threaten our ability as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable, as the Company is a smaller reporting Company.
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ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures
As of September 30, 2013, the Company's chief executive officer (who is also the chief financial officer) conducted an evaluation regarding the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer concluded that our disclosure controls and procedures were effective.
Changes in Internal Controls
There have been no changes in our internal controls over financial reporting during the quarter ended September 30, 2013 that have materially affected or are reasonably likely to materially affect our internal controls.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
None.
ITEM 5. OTHER INFORMATION.
None.
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ITEM 6. EXHIBITS
| 31.1 | Certification by Chief Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification by the Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS** | XBRL Instance Document. |
| 101.SCH** | XBRL Taxonomy Extension Schema Document. |
| 101.CAL** | XBRL 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. |
** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not “filed” for purposes of Sections 11 or 12 of the Securities Act are deemed not "filed" for purposes of Section 18 of the Exchange Act, and otherwise are not subject to liability under those Sections.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WIRELESS ATTACHMENTS, INC.
Date: November 13, 2013 By /s/ Steve S. Sinohui
Steve S. Sinohui, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date |
| /s/ Steve S. Sinohui | President, Chief Executive Officer, Chief Financial | November 13, 2013 |
| Steve S. Sinohui | Officer and sole Director |
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