Item
1. Business
Overview
Business
Development
Wigi4You
was incorporated in the State of Nevada on March 19, 2014, and our fiscal year end is June 30. The Company's administrative address
is 1980 Festival Plaza Drive Suite 530, Las Vegas, NV 89135. The telephone number is:
(702) 360-0652
.
On
June 14, 2017, Elaine Wan Yin Ling was appointed as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary
and member of our Board of Directors of our company. On June 14, 2017, Omri Revivo resigned as President, Chief Executive Officer,
Chief Financial Officer, Treasurer, Secretary and member of our Board of Directors. of our company.
Wigi4You
has no revenues, and has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale
of our securities and loans from our corporate officer and director for funding.
Wigi4You
has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. Wigi4You, its director, officer,
and affiliates have not and do not intend to enter into negotiations or discussions with representatives or owners of any other
businesses or companies regarding the possibility of an acquisition or merger.
The Company
has no promoters.
Business
Plan
Wigi4You
is intended to give event planners a fast and easy way to browse, contact, and hire the entertainers and services they need to
make any event a success. We intend to provide the event planners the ability to subscribe and get quotes for free, book talent,
venues and more, and then book those services online. Wigi4You will charge a 15% surcharge on every booking made through our application
or website. The event planner and concierge service will provide an app that will help customers organize, whether for throwing
a surprise birthday party, organizing a conference, or planning a launch party. Wigi4You will provide a service that not only
lets customers find events going on around them, but lets them also host and organize their own. From there, the customers can
collect money for ticket sales and more. It’s also a way to keep guests informed on any changes to the event that may happen.
Wigi4You
is intended to be the complete guide to throwing a successful party, and even focuses on special events such as holidays. From
planning to executing, Wigi4You can walk the client through each step of the event.
Arising
from the growing needs of identity verification and picture for the official process of permit application i.e .driving
license, individual identification cardetc. an innovative self-help photo kiosks will be implemented in major locations in
cities to provide economic and convenient self-help service. The mini photo booth provides a one stop self-help service to
allow the customer apply variety of permits through a simple process of identity verification, photo taking, document
scanning, electronic signature and payment.
Wigi4You
has planned to have the self-help photo kiosks to be implemented at major convenient locations such as shopping mall,
buildings nearby subway station etc. to attract customers to use the service. The major revenue of Wigi4You will be generated
from the self-help photo kiosks per the photo, fun, We chat printing, the game commemorative photos, print documents copy,
photo print etc.
We
anticipate the kiosks will quickly bring profitable business revenue to Wigi4You when the number of units are multiplied in major
cities in China in future.
Principal
Products, Services and Their Markets
Our
business plan is to create a website and an independent mobile application that enables consumers to find the best performers,
entertainers, bands, speakers and event services easily and which are expected to be accessible for everyone in the United States
and Canada. Whether a first-time event planner or a seasoned professional, customers can book everything needed for a successful
event in one location. We plan on developing a simple booking platform which will allow for an easy connection between event planner
and talent. Users will type in the category in which they are interested, so a list of local talent can be provided. We plan on
allowing users the ability to watch videos and see reviews.
Wigi4you
will give event planners a fast and easy way to browse, contact, and hire entertainers and services needed for any event.
Status
of Publicly Announced New Products or Services
Wigi4You
currently has no new publicly announced products or services.
Competitive
Business Conditions and Strategy; Wigi4You’s Position in the Industry
Wigi4You
intends to establish itself as a competitive company in the market for event planners. Wigi4You’s main competitors are firms
offering similar services.
Outsourcing
of Software Programmers.
Wigi4You
plans to hire independent sub-contractors (programmers and web site developers) to customize the public domain software which
is planned to be the foundation to our website and mobile application. We believe that these services may be obtained at competitive
prices from software outsourcing companies operating outside the United States; however we may encounter good programmers at competitive
rates within the United States. At this time we have no arrangements with any vendors or third parties to obtain hardware, or
programming.
Patents,
Trademarks, Licenses, Agreements or Contracts
There
are no aspects of our business plan which require a patent, trademark, or product license. We have not entered into any vendor
agreements or contracts that give or could give rise to any obligations or concessions.
Governmental
Controls, Approval and Licensing Requirements
None
Research
and Development Activities and Costs
We
have spent no time on specialized research and development activities, and have no plans to undertake any research or development
in the future.
Number
of Employees
Wigi4You
has no employees. Our sole officer and director is donating her time to the development of the Company, and intends to do whatever
work is necessary in order to bring us to the point of earning revenues. We have no other employees, and do not foresee hiring
any additional employees in the near future. We plan to engage independent contractors and sub-contractors to design and develop
our website, manage our internet marketing efforts.
Plan
of Operation
Wigi4you
doesn’t have any business activity to generate revenue and also no significant assets. Our executive offices are located
at 1980 Festival Plaza Drive Suite 530, Las Vegas, NV 89135. The office is a location at which the Company receives mail, has
office services and can hold meetings. Our officer, Elaine Wan Yin Ling, works on Company business from her residence.
Wigi4you
plans to develop and commercialize an independent mobile application that enables consumers to find event talent and services,
plan for their needs, and get real-time quote notifications.
We
plan to engage in the following activities to expand our business operations:
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1)
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Create
an iPhone Application – This will allow event talent and services to create a profile that includes:
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a.
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Highest
visibility;
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b.
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20
category placements;
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c.
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100
photos including hi-resolution photos;
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d.
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Accept
deposits of up to $2,000;
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e.
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Show
contact information;
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f.
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Have
1gb available for audio/video;
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g.
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Link
to their website; and
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h.
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Top
priority in search results.
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The
application will allow users to pick the event talent and services for events in their area, pick their best quote and to pay
and secure the talent and services.
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2)
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Create
a web portal where event planners can create, edit and save the plans and which supports the iPhone application. The web portal
will:
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a.
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Allow
site administrators to login and make changes;
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b.
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Allows
site administrators to create new plans for different service providers;
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c.
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Allow
site administrators to rank plans;
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d.
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Keep
records of all site users who have signed up and their plans and preferences; and
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e.
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Create
a simple algorithm that ranks the event talent and services.
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Item
1A. Risk Factors
An
investment in these securities involves a high degree of risk and is speculative in nature. In addition to the other information
regarding the Company contained in this Prospectus, you should consider many important factors in determining whether to purchase
Shares. Following are what we believe are material risks related to the Company and an investment in the Company. Investors are
urged to perform their own due diligence, with the help of their investment, accounting, legal and/or other professionals and
to make an independent decision regarding an investment in the Shares.
RISKS
ASSOCIATED WITH OUR BUSINESS
Our
independent auditors have issued an audit opinion for Wigi4You which includes a statement describing our going concern status.
Our financial status creates a doubt whether we will continue as a going concern.
As
described in Note B of our accompanying financial statements, our auditors have issued a going concern opinion regarding the Company.
This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements
do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such,
we may have to cease operations and investors could lose part or all of their investment in the Company.
We
lack an operating history and have losses which we expect to continue into the future. There is no assurance our future operations
will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we may suspend or cease operations.
We
were incorporated on March 19, 2014, and we have not fully developed our proposed business operations and have realized no revenues.
We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss for the years
ended June 30, 2017 and 2016, was $32,468 and $16,063, respectively, most of which is for professional fees. Our ability to achieve
and maintain profitability and positive cash flow is dependent upon:
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•
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Completion
of the share offering,
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•
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Our
ability to attract customers who will use our services,
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•
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Our
ability to generate revenue through the sale of our services.
|
Based
upon current plans, we expect to incur operating losses in future periods because we will be incurring expenses and not generating
revenues. We cannot guarantee that we will be successful in generating revenues in the future. In the event the Company is unable
to generate revenues, it may be required to seek additional funding. Such funding may not be available, or may not be available
on terms which are beneficial and/or acceptable to the Company. In the event the Company cannot generate revenues and/or secure
additional financing, the Company may be forced to cease operations and investors will likely lose some or all of their investment
in the Company.
Because
management does not have relevant experience in managing a software and electronic products company, our business has a higher
risk of failure.
Our
sole officer and director has limited business experience related to the marketing and development of event planning and concierge
services and applications. Consequently, management will initially have to rely on the experience of third parties. Further, we
have budgeted only $10,000 toward sales and marketing efforts over the next 12 months, which by industry standards is a very limited
amount of capital with which to launch our effort. Given the relatively small marketing budget and limited experience of our officers,
there can be no assurance that such efforts will be successful. Further, if our initial efforts to create a market for our website
are not successful, there can be no assurance that we will be able to attract and retain qualified individuals with marketing
and sales expertise to attract subscribers to our website. Our future success will depend, amount other factors, upon whether
our services can be sold at a profitable price and the extent to which consumers acquire, adopt, and continue to use them. There
can be no assurance that our application will gain wide acceptance in its targeted markets or that we will be able to effectively
market our services. There can be no assurance that they will be successful in obtaining adequate assistance or cooperation from
third parties at a cost consistent with the resources of the Company.
We
have no clients or customers and we cannot guarantee we will ever have any. Even if we obtain clients or customers, there is no
assurance that we will make a profit.
We
have no clients or customers. We have not identified any clients or customers and we cannot guarantee we will ever have any. Even
if we obtain clients or customers for our services, there is no guarantee that we will develop products and/or services that our
clients/customers will want to use. If we are unable to attract enough customers/clients to purchase services (and any products
we may develop or sell) it will have a negative effect on our ability to generate sufficient revenue from which we can operate
or expand our business. The lack of sufficient revenues will have a negative effect on the ability of the Company to continue
operations and it could force the Company to cease operations.
Some
of our competitors have significantly greater financial and marketing resources than do we.
There
exists in our industry many competitors that have significantly greater financial and marketing resources than do we. There are
no assurances that our efforts to compete in the marketplace will be successful. We are a relatively late entry into a mature
market for electronic concierge services and applications. There can be no assurance that we will be able to develop a profitable
niche in this market.
We
are in a competitive market which could impact our ability to gain market share which could harm our financial performance.
The
business of an application providing a comprehensive entire package of event planning and concierge services is very competitive.
Barriers to entry on the Internet are relatively low, and we face competitive pressures from companies anxious to join this niche.
There are a number of successful websites operated by proven companies that offer similar niche social networking to event planning
service which may prevent us from gaining enough market share to become successful. These competitors have existing
customers that may form a large part of our targeted client base, and such clients may be hesitant to switch over from already
established competitors to our service. If we cannot gain enough market share, our business and our financial performance
will be adversely affected.
We
do not have any additional source of funding for our business plans and may be unable to find any such funding if and when needed,
resulting in the failure of our business.
Other
than the shares offered no other source of capital has been identified or sought. As a result we do not have an alternate source
of funds. If we do find an alternative source of capital, the terms and conditions of acquiring such capital may result in dilution
and the resultant lessening of value of the shares of stockholders. As widely reported, the global and domestic financial markets
have been extremely volatile in recent months. If such conditions and constraints continue or if there is no investor appetite
to finance our specific business, we may not be able to acquire additional financing through credit markets or equity markets.
Even if additional financial is available, it may not be available on terms favorable to us. At this time, we have not identified
or secured sources of additional financing. Our failure to secure additional financing when it becomes required will have an adverse
effect on our ability to remain in business.
If
we are not successful in raising sufficient fund, we will be faced with several options:
1.
abandon our business plans, cease operations and go out of business;
2.
continue to seek alternative and acceptable sources of capital; or
3.
bring in additional capital that may result in a change of control.
We
possess minimal capital, which may severely restrict our ability to develop our services. If we are unable to raise additional
capital, our business will fail.
We
possess minimal capital and must limit the amount of marketing we can perform with respect to our services. We feel we require
a minimum of $12,500 to provide sufficient capital to commence with operations and development of the business plan. Our business
plan contemplates the development of a website and associated software to assist users to find local events, performers, bands
and speakers. Our limited marketing activities may not attract enough clients to generate sufficient revenue to operate profitably,
expand our services, implement our business plan or continue operating our business. Our limited marketing capabilities may have
a negative effect on our business and may cause us to limit or cease our business operations which could result in investors losing
some or all of their investment in the Company.
If
our estimates related to future expenditures are erroneous or inaccurate, our business will fail and you could lose your entire
investment.
Our
success is dependent in part upon the accuracy of our management’s estimates of our future cost expenditures for legal and
accounting services (including those we expect to incur as a publicly reporting company), for website marketing and development
expenses, and for administrative expenses, which management estimates to be approximately between $25,000 and $45,000 over the
next twelve months. If such estimates are erroneous or inaccurate, or if we encounter unforeseen costs, we may not be able to
carry out our business plan, which could result in the failure of our business and the loss of your entire investment.
Our
auditor has raised substantial doubts about our ability to continue as a going concern and if we are unable to continue our business,
our shares may have little or no value.
The
company’s ability to become a profitable operating company is dependent upon its ability to generate revenues and/or
obtain financing adequate to fulfill its research and market introduction activities, and achieving a level of revenues
adequate to support our cost structure has raised substantial doubts about our ability to continue as a going concern. We
plan to attempt to raise additional equity capital by selling shares and, if necessary, through one or more private placement
or public offerings.
However,
the doubts raised, relating to our ability to continue as a going concern, may make our shares an unattractive investment for
potential investors. These factors, among others, may make it difficult to raise any additional capital.
Any
significant disruption in our website presence or services could result in a loss of customers.
Our
plans call for our customers to access our service through our website. Our reputation and ability to attract, retain and serve
our customers will be dependent upon the reliable performance of our website, network infrastructure and fulfillment processes
(how we deliver services purchased by our customers). Prolonged or frequent interruptions in any of these systems could make our
website unavailable or unusable, which could diminish the overall attractiveness of our subscription service to existing and potential
customers.
Our
servers will likely be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions, which could lead
to interruptions and delays in our service and operations and loss, misuse or theft of data. It is likely that our website will
periodically experience directed attacks intended to cause a disruption in service, which is not uncommon for web-based businesses.
Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive
to remedy and damage our reputation. Efforts to prevent hackers from entering our computer systems are expensive to
implement and may limit the functionality of our services. Any significant disruption to our website or internal computer systems
could result in a loss of subscribers and adversely affect our business and results of operations.
The
loss of the services of either our sole officer and director or our failure to timely identify and retain competent personnel
could negatively impact our ability to develop our website and sell our services.
The
development of our website and the marketing of our services will continue to place a significant strain on our limited personnel,
management, and other resources. Our future success depends upon the continued services of our executive officer, Elaine Wan Yin
Ling, who is developing our business, and on our ability to identify and retain competent consultants and employees with the skills
required to execute our business objectives. The loss of the services of officer or our failure to timely identify and retain
competent personnel could negatively impact our ability to develop our website and sell our services, which could adversely affect
our financial results and impair our growth.
Our
sole officer and director may have conflicts of interest in that he has other time commitments that will prevent him from devoting
full-time to our operations, which may affect our operations.
Because
our sole officer and director, who is responsible for all our business activities, will not devote his full working time to operations
and management of us, the implementation of our business plans may be impeded. Our officer and director has other obligations
and time commitments, which will slow our operations and may reduce our financial results and as a result, we may not be able
to continue with our operations. Ms. Wan will devote 10 hours per week. Additionally, when she becomes unable to handle the daily
operations on her own, we may not be able to hire additional qualified personnel to replace her in a timely manner. If this event
should occur, we may not be able to reach profitable, which might result in the loss of some or all of your investment in our
common stock.
We
are dependent upon our current officer.
We
currently are managed by one officer and we are entirely dependent upon him in order to conduct our operations. If he should resign
or die, there will be no one to run Wigi4You, and the company has no Key Man insurance. If our current officer is no longer able
to serve as such and we are unable to find other persons to replace him, it will have a negative effect on our ability to continue
active business operations and could result in investors losing some or all of their investment in the Company.
Our
business model may require the use of outside personnel, who may not be available when needed.
We
will require the service of software programmers. We intend to obtain these services through software outsourcing companies operating
in the United States and Israel. Software outsourcing companies contract with programmers in countries such as Pakistan, Malaysia,
China, the Philippines, Israel, Ireland, Mexico, Russia and Chile. These countries offer low costs, well trained personnel with
English language capabilities. The services of offshore programmers may be overseen by third party outsourcing companies whose
performance is beyond our control. We cannot reliably predict if the services will be available as we need them.
There
is a potential security risk using foreign programmers
We
will make reasonable efforts to assure that the outsourcing companies have verifiable security procedures in place, however, by
outsourcing we face the potential loss of control under which our software is developed. Without programmers of our own, we will
rely on the integrity of the outsourcing company to examine source code to assure that there are no potential security risks.
Having
only one director limits our ability to establish effective independent corporate governance procedures and increases the control
of our president over operations and business decisions.
We
have only one director, who is our principal executive officer and secretary. Accordingly, we cannot establish board committees
comprised of independent members to oversee functions like compensation or audit issues.
Until
we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our
president’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities
and decisions, even if they are not in the best interests of minority shareholders.
The
lack of public company experience of our management could adversely impact our ability to comply with the reporting requirements
of U.S. Securities Laws.
Our
management lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such
as those imposed by the Sarbanes-Oxley Act of 2002. Our management has never been responsible for managing a publicly traded company.
Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management
may not be able to implement programs and policies in an effective and timely manner that adequately responds to such increased
legal, regulatory compliance and reporting requirements including establishing and maintaining internal controls over financials
reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply
with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is necessary
to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public
company would be in jeopardy in which event you could lose your entire investment.
Because
we are currently considered a “shell company” within the meaning of Rule 12B-2 pursuant to the Securities Exchange
Act of 1934, the ability of holders of our common stock to sell their shares may be limited by applicable regulations.
We
are currently considered a “shell company” as that term is defined in Rule 12b-2 pursuant to the Securities Exchange
Act of 1934 and Rule 405 pursuant to the Securities Act of 1933, in that we currently have nominal operations and nominal assets
other than cash. Accordingly, the ability of holders of our common stock to sell their shares may be limited by applicable regulations.
As
a result of our classification as a “shell company”, our investors are not allowed to rely on the “safe harbor”
provisions of Rule 144 promulgated pursuant to the Securities Act of 1933 so as not to be considered underwriters in connection
with the sale of securities until one year from the date that we cease to be a “shell company.” Additionally, as a
result of our classification a shell company:
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•
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Investors
should consider shares of our common stock to be significantly risky and illiquid investments.
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•
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We
may not register our securities on Form S-8 (an abbreviated form of registration statement).
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Our
ability to attract additional funding to sustain our operations may be limited significantly.
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We
can provide no assurance or guarantee that we will cease to be a “shell company” and, accordingly, we can provide
no assurance or guarantee that there will be a liquid market for our shares. Accordingly, investors may not be able to sell our
shares and lose their investments in the Company.