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TWGI > SEC Filings for TWGI > Form 10-K on 15-May-2012All Recent SEC Filings

Show all filings for WIKI GROUP, INC. | Request a Trial to NEW EDGAR Online Pro

Form 10-K for WIKI GROUP, INC.


15-May-2012

Annual Report


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the results of operations and financial condition for the fiscal years ended January 31, 2012 and 2011 and should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Report.

Our Business

The Wiki Group, Inc. is an early-stage technology company dedicated to making financial transactions simple, secure, social and affordable. Wiki Group products include, (i) WikiPay, a simple, low-cost alternative to existing mobile and online payment solutions; (ii) WikiBlast, a customizable mobile marketing engine; and (iii) WikiLoan, a low-cost peer-to-peer lending solution.

We developed WikiPay to compete worldwide in the $240 billion annual mobile payments business. WikiPay allows users to send and receive money with any mobile device, over any carrier network. Our target market is primarily the un-banked and under-banked population worldwide that uses check cashing and money transfer alternatives. Our customers can use WikiPay to make real-time payments, schedule future payments, perform account inquiries for balance and transaction history, initiate bill payment notifications and alerts, and complete security verifications. WikiPay is a proprietary, fee-based mobile peer-to-peer payment and marketing platform that allows mobile and online peer-to-peer payments, B2C, C2B and B2B payments, and mobile marketing services through our website www.wikipay.com and mobile website m.wikipay.com.

WikiPay was created to take advantage of the emerging and converging trends in mobile phone use, text messaging, banking, electronic payment systems and direct marketing. Mobile phone adoption has been swift and widespread; the mobile phone is now widely recognized as the electronic device with the largest market penetration in history. For example, it is projected that by 2013, the U.S. per capita mobile phone penetration will be 100 percent.

WikiBlast is a proprietary low-cost mobile marketing solution, fully integrated with the WikiPay payment platform, which allows merchants to convey product offers and messages to their customer base and generate sales. WikiBlast provides customizable mobile marketing messages that can reach clients instantly. Personalized real-time two-way communications can generate superior response rates. It is estimated that worldwide annual mobile marketing revenues are approximately $3 billion.


We developed WikiLoan to compete worldwide in the $10 billion annual peer-to-peer lending business. WikiLoan is a proprietary fee-based peer-to-peer lending platform that allows users to borrow and lend money (from $500 to $25,000). WikiLoan, www.wikiloan.com, offers loan documentation, promissory notes, repayment schedules, email reminders, online account access, and online repayment functions.

We provide identity and credit verification of borrowers and allow lenders to select the types of borrowers they wish to consider for loans. Credit, background and identity checks, loan application processing, loan payment tracking, and other related functions are fully automated, which allows us to operate with low overhead costs.

Our initial revenue model consists of primarily fee-based products. We recently implemented our first lead generation product and we anticipate developing additional revenue streams that may include website advertising, credit card and auto loan origination, and other related lead generation opportunities.

We had $1,104 in revenues during the year ended January 31, 2012 and $635,184 in revenues during the year ended January 31, 2011. Our expenses during that time incurred general and administrative expenses in the amount of $572,903 and $2,423,822, respectively. These expenses occurred developing our Web technology and establishing the necessary infrastructure to launch our services.

Our auditors have raised substantial doubt as to our ability to continue as a "Going Concern" as we have generated minimal revenue since 2005 and at January 31, 2012 and 2011, the Company had accumulated losses of $9,590,644 and $9,035,673, respectively. Our continued existence is dependent on our ability to generate sufficient cash flow from operations to support our daily operations, as well as, to provide sufficient resources to retire existing liabilities and obligations on a timely basis.

On March 16, 2011, the Company repaid the September 16, 2009 $15,000 convertible note payable plus accrued interest of $2,700.

On March 16, 2011, the Company received a conversion notice on the March 23, 2010, September 28, 2010, October 26, 2010 and January 21, 2010 convertible note agreements aggregating $435,000 to convert the outstanding principal and accrued interest into 2,161,498 common shares.

On March 16, 2011, the Company issued a short-term convertible promissory note for $260,000. The note accrues interest at 12% per annum and is due on or before September 16, 2011. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice.

On December 28, 2011, the Company issued a short-term convertible promissory note for $20,000. The note accrues interest at 12% per annum and is due on or before June 28, 2012. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice, with a floor of $0.125 and a ceiling of $0.50.

On January 4, 2012, the Company issued a short-term convertible promissory note for $20,000. The note accrues interest at 12% per annum and is due on or before July 4, 2012. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice with a floor of $0.125 and a ceiling of $0.50.

On January 20, 2012, the Company issued a short-term convertible promissory note for $50,000. The note accrues interest at 12% per annum and is due on or before July 20, 2012. The note is convertible into common shares of the Company at a conversion rate equal to 75% of the average closing price of the common stock ten trading days prior to the conversion notice, with a ceiling of $0.10 per share

At January 31, 2012 and 2011, the Company had accrued interest of $27,332 and $40,750, respectively, under these convertible note agreements.

On February 10, 2012, we merged with WikiPay, LLC, a privately held Delaware corporation. In connection with the merger, 7,992,000 Series A Preferred shares, par value of $0.001, were issued to the former shareholders of WikiPay.


Plan of Operation

The last three years have been dedicated to building and strengthening the technology platform that is now fully operational and robust. In order to move forward it is critical that we raise capital to fund our operations. Raising capital is our primary goal and we are focusing most of our attention to identify prospective investors and strategic partners.

As we look to grow our business, we will focus heavily on establishing strategic partners that provide us access to large customer bases that align with our target market. We will collaborate with these partners as we execute our marketing strategy and cross sell our products and services.

We are closely working with Telecomm (Mexican Government Agency) and The Bank of Jordan to gain access to the Mexican and Middle East markets, respectively. These partners welcome our new and different revenue model, which has the potential to revolutionize the remittance market while positively impacting the local economy.

We are committed to delivering excellent customer service and listening to our customers to determine how we continuously innovate and improve our products. We see every interaction with a customer as an opportunity to differentiate ourselves from our competition. Delivering clear and simple messages will be the core of our communications plan.

Mobile commerce requires a change in customer behavior so it will be advantageous for us to make our offerings as attractive as possible. Initial plans call for loyalty and reward programs that provide incentives for new users to immediately sign up and use our services. We have an ambitious road map that calls for new solutions that allow users to sign up faster while providing more convenient options to fund their accounts. We intend to always deliver better, faster, and cheaper solutions that our customers value.

If we do not obtain additional funding, we will continue to operate on a reduced budget until such time as more capital is raised. Under this reduced budget, our expenses may be $300,000 for the next 12 months. We believe that we could operate with our current cash on hand while satisfying any shortfall in cash flow with income that will be generated after the launch of our website.

If we obtain a large financing in the future, we would accelerate our business plan and hire additional staff, increase advertising and marketing, and expand operations, all of which will likely affect the performance of the company.

Results of Operations

For the fiscal year ended January 31, 2012 as compared to January 31, 2011

Revenues

We generated $1,104 in revenues during the year ended January 31, 2012 and $635,184 in revenues during the year ended January 31, 2011. In fiscal year ending January 31, 2011, substantial more revenue was generated away from our core business by offering a prepaid phone card. The program ended when our program partner was acquired by another company, and the Company chose to focus on developing partnerships and finalizing core products in fiscal year ending January 31, 2012.

Operating Expenses

Our expenses during the year ended January 31, 2012 and 2011 incurred general and administrative expenses in the amount of $572,903 and $2,423,822, respectively. The higher expenses in fiscal year January 31, 2011 were mainly incurred in relation to the prepaid phone card program and related business expenses. Expenses occurred developing our Web technology and establishing the necessary infrastructure to launch our services.


Net Loss

We are currently operating at a loss and we have a net loss of $554,971 for the year ended January 31, 2012. Our auditor has expressed doubt as to whether we will be able to continue to operate as a "going concern" due to the fact that the company has not had significant revenue since 2005 and will need to raise capital to further its operations. We do not expect to be able to satisfy our cash requirements to continue to operate over the next twelve months unless we obtain additional funding or our revenues significantly improve. If the market does not begin to improve, we will need to raise additional funds to continue to operate as a "going concern." There is no guarantee that we will be able to raise additional funds and if we are unsuccessful in raising the funds, we may be forced to close our business operations.

Liquidity and Capital Resources

As of January 31, 2012, we had cash of $35,845. However, due to the current instability of the credit market and our limited history with limited revenue, we may require additional funds to continue to operate. We will continue to operate on a reduced budget until such time as more capital is raised. We have no written agreement to legally insure that funding will be provided for our operations. Although we have no commitments for capital, other than verbal assurances, we may raise additional funds through:

- public offerings of equity, securities convertible into equity or debt,

- private offerings of securities or debt, or other sources.

At this time, we have not identified any sources of additional financing. Upon developing a trading market for the common stock we intend to seek additional sources of financing through hedge funds and/or licensed broker-dealers, however, given our precarious financial condition and our lack of business, a trading market may not develop in the foreseeable future.

We have no written agreement to legally insure that funding will be provided for our operations. Although we have no commitments for capital, other than verbal assurances, we may attempt to raise additional funds through public offerings of equity, securities convertible into equity or debt, and private offerings of securities or debt, as our previous efforts raised $2,095,000. Given our history of raising money, there is no guarantee that we will be successful in obtaining funds through public or private offerings in order to fund our operations. Our investors should assume that any additional funding will cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.

As to the following serious conditions:

1) As of January 31, 2012, we had cash of $35,845;

2) We received $350,000 from the sale of four promissory notes in fiscal 2011;

3) Our auditor has determined that based on our financial condition there is substantial doubt as to whether we can continue to operate as a going concern.

To date, we have been able to secure $2,095,000 that we raised through several convertible promissory notes over the pas t four years. We may also rely on sources to borrow funds in the form of loans.

Even if we do not raise additional capital, we believe that we will be able to continue operations for twelve months based on the funding currently provided and revenues that we anticipate generating in the near future. Our investors should assume that any additional funding may cause substantial dilution to current stockholders. In addition, we may not be able to raise additional funds on favorable terms, if at all.


Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special purpose entities" (SPEs).

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A summary of significant accounting policies is included in Note 1 to the audited financial statements for the year ended January 31, 2012. Management believes that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our Company's operating results and financial condition.

Recently Issued Accounting Pronouncements

We do not believe that any recently issued accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

Subsequent Events

On February 10, 2012, the company signed a merger agreement with WikiPay, LLC whereby the Company agreed to be acquired in exchange for the issuance of 7,992,000 shares of WikiLoan Series A Preferred Stock.

On March 7, 2012, the Company issued a convertible note payable to a related party in the amount of $50,000. This loan accrues interest at 12% and is due in six months and may be converted into the company's common stock at $0.10 per share.

On March 23, 2012, the Company issued a convertible note payable to its CEO in the amount of $12,000. This loan accrues interest at 12% and is due in six months and may be converted into the company's common stock at $0.10 per share.

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