UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 1-SA
SEMIANNUAL REPORT PURSUANT TO REGULATION A
For the fiscal semiannual period ended: June 30, 2022
| Wireless electrical Grid LAN, d/b/a WiGL Inc |
| (Exact name of issuer as specified in its charter) |
| Virginia | 84-4888797 | |
| (State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 1919 Commerce Drive, Suite #120, Hampton, VA 23666 |
| (Full mailing address of principal executive offices) |
| 626-401-1866 |
| (Issuer’s telephone number, including area code) |
| Common Stock |
| (Title of each class of securities issued pursuant to Regulation A) |
In this semi-annual report, the term “WiGL” or “the Company” refers to Wireless Electrical Grid LAN, WIGL Inc., a Virginia corporation.
The following information contains certain forward-looking statements. Forward-looking statements are statements that estimate the happening of future events and are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may,” “could,” “expect,” “estimate,” “anticipate,” “plan,” “predict,” “probable,” “possible,” “should,” “continue,” or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.
Item 1. Management’s discussion and analysis of financial condition and results of operations
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this semi-annual report and our special annual report filed on Form 1-K on June 23, 2022. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
The unaudited financial information set forth below with respect to the six-month period ended June 30, 2022 is preliminary and subject to potential adjustments. Adjustments to these financial statements may be identified when a review of our historic financial statements has been completed in conjunction with our year-end audit, which could result in significant differences from this preliminary unaudited financial information, although in the opinion of management all adjustments necessary to make interim results of operations not misleading have been included here. Unless otherwise indicated, the latest results discussed below are as of June 30, 2022.
Overview
Wireless Electrical Grid LAN, WiGL Inc. (pronounced “wiggle”) as incorporated on February 26, 2020, under the laws of the State of Virginia and is headquartered in Hampton, Virginia. The Company is engineering the enabling technologies for consumers to ditch chords and wires and power their devices on the move or charge their battery while they use their device wirelessly. By expanding the engineering behind the Company’s patents, the Company, through wireless energy pioneering, is bringing Business-to-Business (“B2B”) partners the ability synchronizes, create and sell products that manage wirelessly powered devices.
From 2020 until present, we achieved the following milestones:
| ● | WiGL contracted RFD diagnostics to demonstrate far-field wireless power over 3 feet with a single transmitter and multiple light emitting diode receivers. |
| ● | Awarded a contract to demonstrate WiGL in a fighter helmet for the Department of Defense demonstrations at the WiGL’s World Fair 2.0 at Altus Air Force Base. |
| ● | WiGL contracted Florida International University to demonstrate wireless power over 3 feet with a single transmitter and a single receiver to recharge a capacitor connected to a cellphone, thereby, demonstrating |
| ● | capabilities similar to the fighter helmet. We proved that WiGL can recharge a cellphone at a VA Tech Research Center’s Tech Talk using commercially |
| ● | available off the shelf products; modified so that they were WiGL enabled. |
| ● | WiGL was awarded an AFWERX Wireless Power Small Business Innovation Proposal (SBIR) in 2021. |
| ● | WiGL contracted Florida International University to demonstrate wireless power over 3 feet with a multiple |
| ● | transmitters and a single receiver to recharge a capacitor connected to a cellphone, while the cellphone was in motion. |
| ● | WiGL is partnering with competitors that have since become partners, with the intent that WiGL enabled offerings can begin entering the Department of Defense market by the end of Q4 2022. |
| ● | During Interim 2022, the Company entered into a contract with the Department of Defense that included eight tasks for a total contract amount of $749,999. As of June 30, 2022, the first phase of the contract has been completed. Below is a description of the 8 tasks: |
1
| TASK # | DESCRIPTION |
| 1-3 | Create prototypes of the transmitters (Tx) and receivers (Rx) |
| 4 | WiGL engineers demonstrate to the Department of Defense a Tx network and a roaming Rx in the laboratory. Complete a mock trial of Task 6. |
| 5 | Update and design WiGL’s World Fair 2.0 (“WWF 2.0”) based on Department of Defense feedback from Task 4.
Information required by the Department of Defense to describe the WiGL’s World Fair 2.0 includes, but is not limited to the following: size of fair, number of devices to be included in the fair, location of the demonstrations, participants, etc. |
| 6 | A demonstration of the WWF 2.0 Location: Department of Defense base. Participants: Individuals that are on active duty. WiGL engineers will not be running the demonstration. Device in Use by Participants: mission critical devices sued by the participants. |
| 7 | Roadmap for the Department of Defense to purchase additional Tx, Rx and WiGL eNERGY devices.
Request for additional funding. |
| 8 | Final report. |
| ● | During 2022 WiGL performed a successful lab demonstration of both a PowerCast and Energous WiGL-enabled transmitter network for the Department of Defense. |
| ● | During 2022 WiGL performed a successful lab demonstration of both a PowerCast and Energous WiGL-enabled receiver recharging an Apple and Samsung cellphone. |
| ● | During 2022 WiGL performed a successful lab demonstration of the Saltwater Generator (“SWG”): WiGL eNERGY. |
| ● | Currently, WiGL is contracted to demonstrate the WiGL’s World Fair 2.0 at Altus Air Force Base in the Spring/Summer of 2023. |
| ● | During 2022 WiGL began manufacturing the SWG. The company intends to commercialize this product in 2024. |
The Company’s Products
WiGL’s #1 product is its name. WiFi is a distinct name and recognizable around the world as the vehicle to get touchless wireless internet. Wireless power is in early stages and there is no single name/name dominance that currently links all forms of touchless wireless electrical power. WiGL’s primary goal, related to the market for wireless power, is to:
| ● | create the name, |
| ● | create the logo and |
| ● | create the subscription market. |
Ideally, by 2030, there will need to be a logo on doors, an icon on phones, and instructions on laptops around wireless power. WiGL’s intends to be the preeminent name and iconography of or related to near filed and far field wireless power.
2
WiGL enabled products are still currently in early developmental stages as the Company is in the very early stages of developing the technology, however, near-field and far-field wireless power are known and growing. WiGL is building three new developmental prototypes in support of its upcoming demonstration for the Department of Defense:
| ● | A small WiGL enabled transmitter that plugs into a home or business electrical 110V outlet. In July 2022, we demonstrated this prototype for the Air Force. |
| ● | WiGL enabled phone case receivers that recharge your battery on the move. In July 2022, we demonstrated this prototype for the Air Force. |
| ● | WiGL enabled receivers for autonomous robots and drones. We believe this prototype will be demonstrated for the Air Force by Q4 2023. |
| ● | WiGL intends to partner with wireless power industry leaders to deliver these products that are WiGL enabled. |
Results of Operations
The Company’s net revenues for the period ended June 30, 2022 (“Interim 2022”) was $50,000 and for the period ended June 30, 2021 (“Interim 2021”) was $24,946. During Interim 2022, the Company entered into a contract that included eight phases of the contract for a total contract amount of $749,999. For the period ending June 30, 2022, the Company completed the first phase for revenue earned of $50,000. The remaining portion of the contract will be earned as the other seven phases are completed.
For Interim 2022, operating expenses were $1,336,264, for Interim 2021 operating expenses were $847,445 an increase of $488,818. The operating expenses consist of: (i) professional fees, (ii) advertising and marketing, (iii) general and administrative costs, (iv) rent, (v) travel, (vi) consulting and contractor expense, (vii) payroll and related expenses and (viii) depreciation and amortization. For Interim 2022 operating expenses related to research and development increased from $129,261 for Interim 2021 to $686,344 for Interim 2022, an increase of $557,083 or 430%. As described in Note 1 to the financial statements for the period ended June 30, 2022, the research and development costs include salaries, research materials and administrative costs. Salaries of executives included within the research and development costs for Interim 2022 totaled $417,361.92.
| PERIOD | EXECUTIVE | SALARY | |||||
| Interim 2022 | Ahmad Glover | $ | 155,559.98 | ||||
| Interim 2022 | Craig Baker | $ | 66,996.10 | ||||
| Interim 2022 | Cherif Chibane | $ | 78,987.73 | ||||
| Interim 2022 | Robert Rickard | $ | 37,566.88 | ||||
| Interim 2022 | Marie Wise | $ | 78,251.23 | ||||
The Company spent $74,335 on advertising and marketing for Interim 2022 as compared to $179,761 for Interim 2021. The decrease in spending was primarily related to the Regulation CF offering that occurred in Interim 2021. Finally, payroll and related expenses totaled $260,779 for Interim 2022 compared to $85,460 for Interim 2021. From January 2021 thru April 2021 no salaries were paid to employees. During Interim 2022 our team grew to 12 employees and compensation was owed to those employees. Accordingly, payroll and related expenses increased by $175,319 or 205% for Interim 2022.
As a result of the foregoing, the Company generated a net loss of $(1,490,394) for Interim 2022 compared to a net loss of $(789,082) for Interim 2021.
3
Liquidity and Capital Resources
The Company’s current capital resources come from funds raised in a Regulation A offering and a Regulation CF offering, that has made cash available to the Company for general operating purposes. As the Company transitions to delivering products to customers, traditional lines of credit and inventory financing are expected to be secured as needed.
For Interim 2022 the Company’s cash on hand was $452,588. The Company requires the continued infusion of new capital to continue business operations. The Company has recorded losses since inception. As of Interim 2022 the Company had a net loss of $(1,490,394) and an accumulated deficit of $(3,426,189).
The Company plans to continue to try to raise additional capital through crowdfunding offerings, equity issuances, or any other method available to the Company. Absent additional capital, the Company may be forced to significantly reduce expenses and could become insolvent.
Recent capital raising activity
During the year ending December 31, 2021, the Company opened up a Regulation CF raise and sold 9,232,512 shares of common stock for gross proceeds of $4,837,428. There were $773,721 in net fees related to the raise as well as 169,283 of shares issued to StartEngine for services performed valued at $99,995. Of the gross proceeds, there was $207,079 placed in escrow and was distributed to the Company on February 18, 2022.
On March 1, 2022, the Company commenced a Regulation A offering. During the period of March 1, 2022 to June 30, 2022, the Company sold 545,394 shares of common stock for gross proceeds of $800,247. There were $103,944 in net fees related to the fundraise. Of the gross proceeds, there was $44,496 placed in escrow to be distributed to the Company in the near future. The Company intends to sue the proceeds from this offering for operations as described in its offering statement qualified on March 1, 2022.
Investments
In addition to the above, the Company periodically invests in equity securities of public and nonpublic companies for business and strategic purposes. Investments in public companies are carried at fair value based on quoted market prices and totaled $375,298 during Interim 2022. Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and totaled $6,257 during Interim 2022.
Further, during Interim 2022, the Company received $752,973 in proceeds from sale of investments, and reinvested $4,448 of dividends into investments. During Interim 2022, the Company also had unrealized losses of $133,677 and a loss on stock sales of $74,901.
Finally, during Interim 2022, the Company invested an additional $1,710 in three companies via crowd funding. As the companies are not public and without a readily determinable fair value, the Company accounts for these investments at cost, minus impairment in accordance with ASC 321.
Related Party
During the year ended December 31, 2021, the Company advanced $100,000 to the Company’s CEO in advance of his annual salary. As of June 30, 2022, the outstanding balance was $68,750, and was subsequently resolved. See “Subsequent Events” below.
Additionally, during the period and year ended December 31, 2021, the Company advanced funds for expenses on behalf of the CEO and the CEO’s other company, Glover 38th St Holdings, LLC (“G38). The balance of the related party receivable was $371,846 as of June 30, 2022, and December 31, 2021. There is no maturity date on the advance, and repayment is owed on demand by the Company.
4
Going Concern
The Company sustained a net loss of $1,490,394 and had negative operating cash flows for the period ended June 30, 2022. As of June 30, 2022, the Company had an accumulated deficit of $3,426,189 and limited liquid assets with $452,588 of cash. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. No assurance can be given that the Company will be successful in these efforts. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
Subsequent Events
On August 1, 2022, the employee receivable of $68,750 was settled by the CEO’s return of 43,513 shares in the Company. The shares were valued at $1.58 per share.
In August of 2022, the Company sold an additional 295,513 in shares of Common Stock for $455,559 pursuant to Regulation A. The Company intends to sue the proceeds from this offering for operations as described in its offering statement qualified on March 1, 2022.
Trend Information
Historically, the technology has been expensive to integrate. However, due to WiGL’s relatively inexpensive component integration we believe that WiGL is poised to enter and disrupt the market.
The most prominent factors that drive the wireless charging market growth are the following:
| ● | Increase in connected mobile devices via the Internet of Things; |
| ● | Increase in sales of electric vehicles; |
| ● | Constantly evolving portable electronics; and |
| ● | Wearables market. |
The global power electronics market size is projected to grow from USD 35.1 billion in 2020 to USD 44.2 billion by 2025, at a CAGR of 4.7%. The increasing focus on the use of renewable power sources across the globe, growing adoption of power electronics in the manufacturing of electric vehicles, and increasing use of power electronics in consumer electronics are the major factors driving the growth of the power electronics market.
Conversely, similar to most original equipment manufacturers (“OEM’s”), the power electronics market in 2020 was affected by the impact of COVID-19. OEM’s generally, have experienced a decline in demand for end-products, which ultimately will affect the growth of the power electronics market.
On balance, we believe that WiGL, despite the effects of COVID-19 on the market as a whole is poised to be a leader in the wireless charging market.
| Item 2. | Other Information |
None.
5
| Item 3. | Financial Statements |

Wireless Electrical GRID LAN, WiGL Inc.
A Virginia Corporation
Financial Statements
June 30, 2022
Wireless Electrical GRID LAN, WiGL Inc.
FINANCIAL STATEMENTS
June 30, 2022
Table of Contents
| Financial Statements | ||
| Balance Sheets | F-2 | |
| Statements of Operations | F-3 | |
| Statements of Stockholders’ Equity | F-4 | |
| Statements of Cash Flows | F-5 | |
| Notes to the Financial Statements | F-6 |
F-1
WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
BALANCE SHEETS
June 30, 2022 and December 31, 2021
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 452,588 | $ | 300,669 | ||||
| Employee advance | 68,750 | 100,000 | ||||||
| Funds in escrow | 44,496 | 207,079 | ||||||
| Investment in securities | 375,298 | 1,332,401 | ||||||
| Inventory | 3,911 | 3,911 | ||||||
| Total current assets | 945,043 | 1,944,060 | ||||||
| Property and equipment, net | 46,711 | 62,012 | ||||||
| Equity investments | 6,257 | 4,547 | ||||||
| Related party receivable | 371,846 | 351,978 | ||||||
| Patents, net | 133,275 | 59,370 | ||||||
| Trademarks | 28,623 | 21,633 | ||||||
| Total assets | $ | 1,531,755 | $ | 2,443,600 | ||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 10,921 | 128,675 | |||||
| Total current liabilities | 10,921 | 128,675 | ||||||
| Long-term liabilites | - | - | ||||||
| Total liabilities | 10,921 | 128,675 | ||||||
| Commitments and contingencies | - | - | ||||||
| Stockholders’ equity: | ||||||||
| Common stock, 500,000,000 shares authorized, 93,547,389 and 93,001,995 no par value shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively | 4,947,023 | 4,250,720 | ||||||
| Accumulated deficit | (3,426,189 | ) | (1,935,795 | ) | ||||
| Total stockholders’ equity | 1,520,834 | 2,314,925 | ||||||
| Total liabilities and stockholders’ equity | $ | 1,531,755 | $ | 2,443,600 | ||||
In
the opinion of management, all adjustments necessary in order to make the interim financial statements
not misleading have been included.
No assurance provided.
See accompanying notes to the financial statements.
F-2
Wireless Electrical Grid LAN, WiGL, INC.
STATEMENTS OF OPERATIONS
For the six months ending June 30, 2022 and 2021 (Unaudited)
| June 30, 2022 | June 30, 2021 | |||||||
| Revenues | $ | 50,000 | $ | 24,946 | ||||
| Total revenue | 50,000 | 24,946 | ||||||
| Operating expenses: | ||||||||
| Professional fees | 81,566 | 88,807 | ||||||
| Advertising and marketing | 74,335 | 179,761 | ||||||
| General and administrative | 39,712 | 90,981 | ||||||
| Rent | 13,422 | 6,200 | ||||||
| Travel | 20,330 | 14,637 | ||||||
| Consulting and contractor expense | 143,256 | 248,983 | ||||||
| Payroll and related expenses | 260,779 | 85,460 | ||||||
| Research and development | 686,344 | 129,261 | ||||||
| Depreciation and amortization | 16,520 | 3,355 | ||||||
| Total operating expenses | 1,336,264 | 847,445 | ||||||
| Loss from operations | (1,286,264 | ) | (822,499 | ) | ||||
| Other income (expense) | ||||||||
| Unrealized gain (loss) | (133,677 | ) | 30,442 | |||||
| Other income | - | 3,000 | ||||||
| Loss on stock sales | (74,901 | ) | - | |||||
| Dividend income | 4,448 | - | ||||||
| Penalty expense | - | (25 | ) | |||||
| Total other income (expense) | (204,130 | ) | 33,417 | |||||
| Net loss before income taxes | (1,490,394 | ) | (789,082 | ) | ||||
| Provision for income taxes | - | - | ||||||
| Net loss | $ | (1,490,394 | ) | $ | (789,082 | ) | ||
| Basic and diluted loss per share | $ | (0.02 | ) | $ | (0.00 | ) | ||
| Weighted average number of common shares outstanding - basic & diluted | 93,131,531 | 86,436,894 | ||||||
In
the opinion of management, all adjustments necessary in order to make the interim financial statements
not misleading have been included.
No assurance provided.
See accompanying notes to the financial statements.
F-3
Wireless Electrical Grid LAN, WiGL, Inc.
STATEMENTS OF STOCKHOLDERS’ EQUITY
For the six months ending June 30, 2022 and 2021 (Unaudited)
| Total | ||||||||||||||||
| Common Stock | Accumulated | Stockholders’ | ||||||||||||||
| Shares | Amount | Deficit | Equity | |||||||||||||
| Balance on December 31, 2020 | 83,600,000 | $ | 87,018 | $ | (76,486 | ) | $ | 10,532 | ||||||||
| Issuance of common stock for cash | 7,252,940 | 4,212,032 | - | 4,212,032 | ||||||||||||
| Issuance of common stock to broker | 132,205 | (454,145 | ) | - | (454,145 | ) | ||||||||||
| Offering costs | - | |||||||||||||||
| Net loss | - | - | (789,082 | ) | (789,082 | ) | ||||||||||
| Balance on June 30, 2021 | 90,985,145 | 3,844,905 | (865,568 | ) | 2,979,337 | |||||||||||
| Balance on December 31, 2021 | 93,001,995 | 4,250,720 | (1,935,795 | ) | 2,314,925 | |||||||||||
| Issuance of common stock for cash | 545,394 | 800,247 | - | 800,247 | ||||||||||||
| Offering costs | - | (103,944 | ) | - | (103,944 | ) | ||||||||||
| Net loss | - | - | (1,490,394 | ) | (1,490,394 | ) | ||||||||||
| Balance on June 30, 2022 | 93,547,389 | $ | 4,947,023 | $ | (3,426,189 | ) | $ | 1,520,834 | ||||||||
In
the opinion of management, all adjustments necessary in order to make the interim financial
statements
not misleading have been included. No assurance provided.
See accompanying notes to the financial statements.
F-4
Wireless Electrical Grid LAN, WiGL, Inc.
STATEMENTS OF CASH FLOWS
For the six months ending June 30, 2022 and 2021 (Unaudited)
| June 30, 2022 | June 30, 2021 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (1,490,394 | ) | $ | (789,082 | ) | ||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Depreciation and amortization | 16,520 | 3,355 | ||||||
| Unrealized (gain) loss on investments | 133,677 | (30,442 | ) | |||||
| Realized loss on securities | 74,901 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Escrow and other receivables | 162,583 | (148,636 | ) | |||||
| Payroll advance to employee | 11,382 | - | ||||||
| Accounts payable and accrued expenses | (117,754 | ) | 11,185 | |||||
| Net cash used by operating activities | (1,209,085 | ) | (953,620 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of investments | - | (500,000 | ) | |||||
| Proceeds from sale of investments | 752,973 | - | ||||||
| Reinvestment of dividends and capital gains into investments | (4,448 | ) | - | |||||
| Purchase of equity investments | (1,710 | ) | (4,547 | ) | ||||
| Intangible application expenditure | (82,114 | ) | (12,655 | ) | ||||
| Purchase of fixed assets | - | (65,826 | ) | |||||
| Net cash provided (used) by investing activities | 664,701 | (583,028 | ) | |||||
| Cash flows from financing activities | ||||||||
| Proceeds from issuance of common stock | 800,247 | - | ||||||
| Offering costs | (103,944 | ) | - | |||||
| Payments on related party notes payable | - | (24,054 | ) | |||||
| Capital Contributions | - | 3,094,785 | ||||||
| Net cash provided by financing activities | 696,303 | 3,070,731 | ||||||
| Net increase in cash and cash equivalents | 151,919 | 1,534,083 | ||||||
| Cash and cash equivalents, beginning | 300,669 | - | ||||||
| Cash and cash equivalents, ending | $ | 452,588 | $ | 1,534,083 | ||||
| Supplemental cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | - | - | |||||
| Income taxes | $ | - | - | |||||
| Non-cash transactions: | ||||||||
| Owner contribution of patent | $ | - | $ | 12,655 | ||||
| Proceeds from issuance of common stock held in escrow | $ | 44,496 | $ | 663,102 | ||||
In
the opinion of management, all adjustments necessary in order to make the interim financial
statements
not misleading have been included. No assurance provided.
See accompanying notes to the financial statements.
F-5
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
Wireless Electrical Grid LAN, WiGL Inc. (“the Company”) was incorporated on February 26, 2020 under the laws of the State of Virginia, and is headquartered in Hampton, VA. The Company is engineering technology to enable consumers to power their devices on the move or recharge their battery while they use their device wirelessly. By expanding the engineering behind the Company’s patent, the Company is bringing consumers the ability to synchronize, create, and sell products that manage and reduce costs associated with wirelessly powering devices.
Basis of Presentation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company’s fiscal year-end is December 31. The Company’s functional currency is United States Dollars and financial statement presentation is in United States Dollars. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
ASC Topic 606, “Revenue from Contracts with Customers” establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company’s revenue recognition policy standards include the following elements:
| ● | Identification of the contract with a customer; |
| ● | Identification of the performance obligations in the contract; |
| ● | Determination of the transaction price; |
| ● | Allocation of the transaction price to the performance obligations in the contract; and |
| ● | Recognition of revenue when, or as, the Company satisfies the performance obligations. |
During the six months ended June 30, 2021, the Company had a single contract for $49,894 that included two phases. The first phase included a preliminary technical report which was completed during the period. The revenue earned for completion of the first phase was $24,946. The remaining portion of the contract was earned in the second half of the year ending 2021. Revenue recognized utilizing the output method based on the attaining of certain milestones.
During the six months ending June 30, 2022, the Company entered into a contract that included eight phases of the contract for a total contract amount of $749,999. For the period ending June 30, 2022, the Company completed the first phase for revenue earned of $50,000. The remaining portion of the contract will be earned as the other seven phases are completed.
See accompanying financial statements.
F-6
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
Risks and Uncertainties
The Company’s business and operations are sensitive to general business and economic conditions in the United States. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company’s financial condition and the results of its operations.
The Company is subject to customary risks and uncertainties including, but not limited to, the need for protection of proprietary technology, dependence on key personnel, costs of services provided by third parties, the need to obtain additional financing, and limited operating history.
Our goal is to obtain, maintain and enforce patent protection for our products, formulation, processes, methods, and other proprietary technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the United States and in other countries. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property protection possible for our current product candidates and any future product candidates, proprietary information, and proprietary technology through a combination of contractual arrangements and patents, both in the United States and abroad. However, even patent protection may not always afford us with complete protection against competitors who seek to circumvent our patents. Our proprietary rights may not adequately protect our intellectual property and potential products, and if we cannot obtain adequate protection of our intellectual property and potential products, we may not be able to successfully market our potential products.”
We will depend upon the skills, knowledge, and experience of our scientific and technical personnel, as well as that of our advisors, consultants, and other contractors, none of which is patentable. To help protect our proprietary know-how, which is not patentable, and inventions for which patents may be difficult to obtain or enforce, we will in the future rely on trade secret protection and confidentiality agreements to protect our interests. To this end, we require all of our employees, consultants, advisors, and other contractors to enter into confidentiality agreements that prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries, and inventions important to our business.
As of June 30, 2022, the Company has not yet commenced planned principal operations nor generated material revenue. The Company’s activities since inception have consisted of formation activities, product development, and efforts to raise additional capital.
In December 2019, a novel strain of coronavirus (COVID-19) was reported in Wuhan, China and has spread throughout the United States and the rest of the world. The World Health Organization has declared the outbreak to constitute a “Public Health Emergency of International Concern.” This contagious disease outbreak, which has not been contained, and is disrupting supply chains and affecting production and sales across a range of industries in United States and other companies as a result of quarantines, facility closures, and travel and logistics restrictions in connection with the outbreak, as well as the worldwide adverse effect to workforces, economies, and financial markets, leading to a global economic downturn. As a result, the Company experienced a negative impact to its operating results. Regarding future operations, the related financial impact and duration cannot be reasonably estimated at this time.
See accompanying financial statements.
F-7
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
Fair Value Measurements
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing and asset or liability. There are three levels that prioritize the inputs used in measuring fair value as follows:
| ● | Level 1: Observable market inputs, such as quoted prices (unadjusted) in active markets for identically assets or liabilities; |
| ● | Level 2: Observable market inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and |
| ● | Level 3: Unobservable inputs where there is little or no market data, which require the reporting entity to develop its own assumptions. |
All financial instruments on the balance sheets approximate their fair value other than those noted below.
| December 31, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Stocks | $ | 745,871 | $ | - | $ | - | $ | 745,871 | ||||||||
| Exchange Traded & Closed End Funds | 15,544 | - | - | 15,544 | ||||||||||||
| Mutual Funds | 570,986 | - | - | 570,986 | ||||||||||||
| Nonpublic company investments | - | - | 4,547 | 4,547 | ||||||||||||
| $ | 1,332,401 | $ | - | $ | 4,547 | $ | 1,336,948 | |||||||||
| June 30, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Stocks | $ | 361,014 | $ | - | $ | - | $ | 361,014 | ||||||||
| Exchange Traded & Closed End Funds | 14,284 | - | - | 14,284 | ||||||||||||
| Nonpublic company investments | - | - | 6,257 | 6,257 | ||||||||||||
| $ | 375,298 | $ | - | $ | 6,257 | $ | 381,555 | |||||||||
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. At June 30, 2022 and December 31, 2021, the Company had no items that would be considered cash equivalents. The Company maintains its cash in bank deposit accounts, that may at times, exceed federal insured limits. As of June 30, 2022 and December 31, 2021, there was $202,588 and $50,669 in cash that exceeded federal insured limits, respectively. No losses have been recognized as a result of these excess amounts.
See accompanying financial statements.
F-8
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
Inventory
Inventory is stated at the lower of cost or market value and is account for using the first-in-first-out method (“FIFO”). The Company analyzes inventory for any potential obsolescence and records impairment and obsolescence reserve against inventory as deemed necessary. During the periods ended June 30, 2022 and December 31, 2021, the Company determined no such impairment charge was necessary. The Company had $3,911 of inventory as of June 30, 2022 and December 31, 2021, respectively and was comprised of raw materials.
Property and Equipment
Property and equipment is recorded at cost. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. All equipment determined to have a useful life of 5-10 years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the recorded asset cost and accumulated depreciation are removed from accounts and the net amount, less proceeds received from disposal, is charged or credited to other income or expense. The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. No impairment was considered necessary at June 30, 2022 and December 31, 2021.
Intangibles
Intangible assets purchased or developed by the Company are recorded at cost. Amortization is recognized over the estimated useful life of the asset using the straight-line method for financial statement purposes. The useful life of the patents are 20 years from the date of application. Management has determined that the acquired trademarks are indefinite-live intangible assets and therefore records no amortization expense but assesses it for impairment annually. The Company reviews the recoverability of intangible assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. No impairment was considered necessary at June 30, 2022 and December 31, 2021.
Investments
The Company invests in equity securities of public and nonpublic companies for business and strategic purposes. Investments in public companies are carried at fair value based on quoted market prices and totaled $375,298 and $1,332,401 at June 30, 2022 and December 31, 2021, respectively. All subsequent changes in fair values recorded in the statement of earnings as a component of investment gains or losses.
Investments in equity securities of nonpublic entities without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer and totaled $6,257 and $4,547 at June 30, 2022 and December 31, 2021, respectively. The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount.
See accompanying financial statements.
F-9
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
Advertising Costs
The Company’s advertising costs are expensed as incurred. During the periods ending June 30, 2022 and 2021, the Company incurred $74,335 and $179,761 in advertising costs, respectively, recorded under the heading ‘Advertising and marketing’ in the statement of operations.
Research and Development Costs
Research and development costs, including salaries, research material, and administrative costs, are expensed as incurred.
Earnings/(Loss) per Share
Basic earnings per share is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. There were no adjustments included in the computation of diluted net loss per share as their effect would have been anti-dilutive.
Recent Accounting Pronouncements
In October 2016, FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the asset has been sold to an outside party. The updated guidance is effective for annual periods beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption of the update is permitted. Management believes that the adoption of ASU 2016-16 has no impact on the Company’s financial statements and disclosures.
In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350), simplifying Accounting for Goodwill Impairment (“ASU 2017-04”). ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The amendments in this update are effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendment is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact the adoption of ASU 2017-04 will have on the Company’s financial statements.
In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entitiy’s Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity, and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. Management believes that the adoption of ASU 2020-06 will have no impact on the Company’s financial statements and disclosures.
See accompanying financial statements.
F-10
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the Company’s financial statements. As the new accounting pronouncements become effective, the Company will adopt those that are applicable under the circumstances.
Reclassifications
Certain prior period amounts were reclassified to conform for the manner of presentation in the current period. These reclassifications had no effect on the net loss or shareholders’ equity.
Subsequent Events
The Company has evaluated subsequent events through September 19, 2022, the date these financial statements were available to be issued and noted no material subsequent events for disclosure other than discussed below.
On August 1, 2022, the employee receivable of $68,750 was settled by the CEO’s return of 43,513 shares in the Company. The shares were valued at $1.58 per share.
In August of 2022, the Company sold an additional 295,513 in shares for $455,559.
NOTE 2 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business.
The Company sustained a net loss of $1,490,394 and had negative operating cash flows for the period ended June 30, 2022. As of June 30, 2022, the Company had an accumulated deficit of $3,426,189 and limited liquid assets with $452,588 of cash. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon management’s plans to raise additional capital from the issuance of debt or the sale of stock, its ability to commence profitable sales of its flagship product, and its ability to generate positive operational cash flow. No assurance can be given that the Company will be successful in these efforts. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.
NOTE 3 – INTANGIBLE ASSETS
Intangible assets consist of the following at June 30, 2022 and December 31, 2021:
| June 30, 2022 | December 31, 2021 | |||||||
| Patents issued | $ | 43,023 | $ | 43,023 | ||||
| Patents pending | 94,670 | 19,546 | ||||||
| Trademarks | 28,623 | 21,633 | ||||||
| Total intangible assets | 166,316 | 84,202 | ||||||
| Accumulated amortization | (4,418 | ) | (3,199 | ) | ||||
| Intangible assets, net | $ | 161,898 | $ | 81,003 | ||||
See accompanying financial statements.
F-11
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
The US Patent #9985465 was awarded on May 29, 2018. The useful life of the utility patent is 20 years from the date of application. In January of 2021 a worldwide patent was issued which was based on the US utility patent issued in May of 2018. The Company began amortization of the worldwide patents over the remaining useful life of the underlying utility patent. There was amortization expense of $1,219 and $1,219 for the six months ending June 30, 2022 and 2021, respectively.
The Company continues to apply and work on other patents. The related attorney fees are recorded as patents pending and amortization will begin once the patents have been issued. The Company has also filed for multiple Trademarks. As the Company is able to extend the life of the Trademarks indefinitely, they are considered indefinite lived and not amortized. Should the Company allow any of the Trademarks to lapse, they will be expensed within that period.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment consist of the following at June 30, 2022 and December 31, 2021:
| June 30, 2022 | December 31, 2021 | |||||||
| Test equipment and PPE | $ | 9,287 | $ | 9,287 | ||||
| Electronic Vehicle | 62,728 | 62,728 | ||||||
| 72,015 | 72,015 | |||||||
| Accumulated depreciation | (25,304 | ) | (10,003 | ) | ||||
| Property and equipment, net | $ | 46,711 | $ | 62,012 | ||||
Depreciation expense for the period and year ended June 30, 2022 and December 31, 2021, was $15,301 and $9,932, respectively.
NOTE 5 – RELATED PARTY TRANSACTIONS
During the year ended December 31, 2021, the Company advanced $100,000 to the Company’s CEO in advance of his annual salary and this remains outstanding at December 31, 2021. As of June 30, 2022 the outstanding balance is at $68,750.
Additionally, during the period and year ended June 30, 2022 and December 31, 2021, the Company advanced funds for expenses on behalf of the CEO and the CEO’s other Company. The balance of the related party receivable was $371,846 and $351,978 as of June 30, 2022 and December 31, 2021.
During the year ended December 31, 2021, the CEO increased the line of credit available to the Company to $90,000. As of December 31, 2020, the Company had an outstanding balance of $24,054 owed to the CEO. As of December 31, 2021, no amounts have been utilized of the line. During the year ended December 31, 2021, the Company drew an additional $3,825 on the loan and then made payments of $27,879 to bring the balance to zero.
See accompanying financial statements.
F-12
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
NOTE 6 – INVESTMENTS
During the year ending December 31, 2021 the Company invested in equity securities comprised of mutual funds and adopted ASU 2016-01, which requires equity investments to be measured at fair value with changes in fair value recognized in net income. The funds are publicly traded on an active market making them a level 1 on the fair value hierarchy. During the year ending December 31, 2021, the Company invested $1,759,399 into an Edwards Jones account, received $502,878 in proceeds from sale of investments, and reinvested $21,861 of dividends and capital gains into investments. During the year ending December 31, 2021, the Company had unrealized gains of $78,909 and a loss on stock sales of $24,890.
During the period ending June 30, 2022, the Company received $752,973 in proceeds from sale of investments, and reinvested $4,448 of dividends into investments. During the period ending June 30, 2022, the Company had unrealized losses of $133,677 and a loss on stock sales of $74,901.
During the year ending December 31, 2021, the Company invested $4,547 in 14 companies via crowd funding. During the period ending June 30, 2022, the Company invested an additional $1,710 in three companies via crowd funding. As the companies are not public and without a readily determinable fair value, the Company accounts for these investments at cost, minus impairment in accordance with ASC 321.
NOTE 7 – INCOME TAXES
The Company assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. The Company has determined that there are no material uncertain tax positions.
The Company accounts for income taxes based on the provisions promulgated by the Internal Revenue Service (“IRS”), which has a statute of limitation of three years from the due date of the return. As such, all tax years are open since the Company’s inception. The Company has completed its first year of operations and a full valuation against the projected deferred tax asset has been recorded.
The Company currently has a tax net operating loss carryforwards of approximately $4,800,000 for which it may receive future tax benefits. However, as of June 30, 2022 and December 31, 2021, no such benefit is expected to be recognized in the near term, and therefore, a full valuation allowance has been assessed on any potential income tax benefit. Based on the federal rate of 21% and the State of Virginia rate of 6%, which results in an effective combined tax rate of 26%, the deferred tax asset is $1,259,079 and the valuation allowance is $1,259,079 which nets to a deferred tax asset of $0 as of June 30, 2022 and December 31, 2021, resulting in an effective tax rate of 0%. The change in valuation during the period ending June 30, 2022 was $535,325.
See accompanying financial statements.
F-13
WIRELESS
ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2022 (Unaudited)
The components of the Company’s deferred tax assets are as follows:
| June 30, 2022 | December 31, 2021 | |||||||
| Net operating loss carryforward | $ | 4,842,611 | $ | 2,783,668 | ||||
| Total net operating loss carryforwards | $ | 4,842,611 | $ | 2,783,668 | ||||
| Deferred tax asset on NOL | $ | 1,259,079 | $ | 723,754 | ||||
| Less: Valuation allowance | (1,259,079 | ) | (723,754 | ) | ||||
| Deferred tax asset, net | $ | - | $ | - | ||||
NOTE 8 – COMMON STOCK
The Company has authorized 500,000,000 shares of no par value common stock. As of June 30, 2022 and December 31, 2021, there was 93,547,389 and 93,001,995 shares of common stock issued and outstanding.
During the year ending December 31, 2021, the Company opened up a Regulation CF raise and sold 9,232,512 shares of common stock for gross proceeds of $4,837,428. There were $773,721 in net fees related to the fundraise as well as 169,283 of shares issued to StartEngine for services performed valued at $99,995. Of the gross proceeds, there was $207,079 placed in escrow and was distributed to the Company on February 18, 2022.
As a part of the fundraise, StartEngine approved a maximum amount of advances by StartEngine on behalf of the Company in the amount of $276,000. Of that amount, $155,000 was utilized by the Company, but was repaid from funds raised resulting in a zero balance owing as of December 31, 2021.
During the period ending June 30, 2022 sold an additional 545,394 shares of common stock for gross proceeds of $800,247. There were $103,944 in net fees related to the fundraise. Of the gross proceeds, there was $44,496 placed in escrow to be distributed to the Company in the near future.
See accompanying financial statements.
F-14
| Item 4. | Exhibits |
The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated below.
| * | Filed with the Company’s Form 1-A (File No. 024-11732) and incorporated by reference. |
6
SIGNATURE
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Hampton, State of Virginia, on September 26, 2022.
Wireless Electrical Grid LAN, WiGL Inc.
| By | /s/ Ahmad Glover | |
| Dr. Ahmad Glover, Founder and Chief Executive Officer of | ||
| Wireless Electrical Grid LAN, WiGL Inc. |
This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Ahmad Glover | |
| Dr. Ahmad Glover, Executive Chair of the Board, Chief Executive Officer, Chief Financial Officer Chief Accounting Officer and Director |
|
| Date: September 26, 2022 |
7