|
Quotes & Info
|
| TWGI > SEC Filings for TWGI > Form 10-Q on 14-Sep-2012 | All Recent SEC Filings |
14-Sep-2012
Quarterly Report
The following discussion should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q. The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed 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 $2,099 in revenues during the quarter ended July 31, 2012 and $283 in revenues during the same period in the prior year. Our expenses during that time, we incurred general and administrative expenses in the amount of $108,878 and, $177,132, 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 July 31, 2012 and January 31, 2012, the Company had accumulated losses of $9,809,839 and $9,590,644, 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 February 10, 2012, we merged with WikiPay, Inc., 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.
On March 7, 2012, the Company issued a short-term convertible note payable in the amount of $50,000. The note accrues interest at 12% per annum and is due on or before September 7, 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.
On March 23, 2012, the Company issued a short-term convertible note payable to its' CEO in the amount of $12,000. The note accrues interest at 12% per annum and is due on or before September 23, 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.
On May 10, 2012, the Company issued a short-term convertible promissory note for $35,000. The note accrues interest at 12% per annum and is due on or before November 10, 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.
On June 19, 2012, the Company issued a short-term convertible promissory note for $35,000. The note accrues interest at 12% per annum and is due on or before December 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.
On July 2, 2012, the Company issued a short-term convertible promissory note for $4,849. The note accrues interest at 12% per annum and is due on or before January 3, 2013. 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 July 31, 2012 and January 31, 2012, the Company had accrued interest of $121,717 and $27,332, respectively, under these convertible note agreements.
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) to gain access to the Mexican market. This partner welcomes 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.
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.
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 three and six months ended July 31, 2012 as compared to July 31, 2011
Revenues
We generated $2,099 and $2,593 in revenues during the three and six months, respectively, ended July 31, 2012 and $283 and $409 during the three and six months, respectively, ended July 31, 2011.
Operating Expenses
Our operating expenses during the three months and six months ended July 31, 2012 were $108,878 and $219,611, respectively, and were $177,132 and $308,389 in the three and six months ended July 31, 2012. The operating expenses are only comprised of general and administrative expenses. The lower expenses in the quarter ended July 31, 2012 were primarily due to lower consulting expenses.
Net Loss
We are currently operating at a loss and we have a net loss of $87,289 and $219,195 for the three and six months, respectively, ended July 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 July 31, 2012, we had cash of $8,923. 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 $2,157,000. 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 July 31, 2012, we had cash of $8,923;
2) We received $74,849 from the sale of three promissory notes
during the quarter ended July 31, 2012;
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 $2,157,000 that we raised through several convertible promissory notes over the past 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 August 8, 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 February 8, 2013. 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.
On August 14, 2012, the Company issued 500,000 shares of its common stock for legal services pursuant to the contract dated February 12, 2012. The value of this transaction was $20,000.
On August 31, 2012, the Company issued 1,204,163 shares of its common stock to its officers in lieu of salary. The value of this transaction was $24,083.
|
|