Explanatory Note: This amendment is being filed to provide an annual update to the ongoing offering of the company. From the initial qualification of this offering until February 28, 2024, the Company has sold 4,265,256 shares of Common Stock, receiving gross proceeds of approximately $6,295,557.40 and has issued 280,726 Bonus Shares.

OFFERING CIRCULAR DATED FEBRUARY 28, 2024

Wireless electrical Grid LAN, d/b/a WiGL Inc

1919 Commerce Drive, Suite # 120

Hampton, VA 23666

www.Wi-GL.com

UP TO 12,658,228 SHARES OF COMMON STOCK PLUS UP TO 3,797,468 BONUS SHARES⁽¹⁾

MAXIMUM OFFERING AMOUNT: $20,000,000

The Company expects that the amount of expenses of the offering that it will pay will be approximately $85,000, not including commissions or state filing fees.

The offering will terminate at the earlier of: (i) the date at which the maximum offering amount has been sold (ii) the date at which the offering is earlier terminated by the Company in its sole discretion or (iii) the date that is three years from March 1, 2022, the date in which this offering being qualified by the United States Securities and Exchange Commission (the “Commission”). The Company has engaged The Bryn Mawr Trust Company as an escrow agent (the “Escrow Agent”) to hold funds tendered by investors. In the event the Company reaches its Minimum Target Amount, the Escrow Agent may hold a series of closings on a rolling basis at which the Company will receive the funds from the escrow agent and issue the shares to investors. If the Minimum Target Amount is not reached by February 28, 2025, all funds tendered by investors will be promptly returned to investors in this offering. The Company may undertake one or more closings on a rolling basis once the Minimum Target Amount is sold. After each closing, funds tendered by investors will be made available to the Company. After the initial closing of the offering, the Company expects to hold closings on at least a monthly basis.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, THE COMPANY ENCOURAGES YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, THE COMPANY ENCOURAGES YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 4.

Sales of these securities commenced on approximately March 1, 2022.

The Company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that the Company becomes a reporting Company under the Securities Exchange Act of 1934, the Company intends to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary -- Implications of Being an Emerging Growth Company.”

TABLE OF CONTENTS

In this Offering Circular, the term “WiGL” or “the Company” refers to Wireless Electrical Grid LAN, WIGL Inc.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

Implications of Being an Emerging Growth Company

The Company is not subject to the ongoing reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) because it is not registering its securities under the Exchange Act. Rather, it will be subject to the more limited reporting requirements under Regulation A, including the obligation to electronically file:

In addition, at any time after completing reporting for the fiscal year in which this offering statement was qualified, if the securities of each class to which this offering statement relates are held of record by fewer than 300 persons and offers or sales are not ongoing, the company may immediately suspend the Company’s ongoing reporting obligations under Regulation A.

If and when the Company becomes subject to the ongoing reporting requirements of the Exchange Act, as an issuer with less than $1.07 billion in total annual gross revenues during its last fiscal year, it will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company it:

The Company intends to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. The company’s election to use the phase-in periods may make it difficult to compare its financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, the company may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after the company’s initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time should it no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that the Company would cease to be an “emerging growth company” if the Company has more than $1.07 billion in annual revenues, has more than $700 million in market value of its common stock held by non-affiliates, or issues more than $1 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to the Company due to the fact that it may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

The SEC requires the Company to identify risks that are specific to its business and its financial condition. The Company is still subject to all the same risks that all companies in its business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-attacks and the ability to prevent those attacks). Additionally, early-stage companies are inherently more risky than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company

The Company has a limited operating history upon which you can evaluate its performance, and has not yet generated profits. Accordingly, the Company’s prospects must be considered in light of the risks that any new Company encounters. WiGL was incorporated under the laws of the State of Virginia on February 26, 2020. The Company has not yet generated sustained profits. The likelihood of its creation of a viable business must be considered in light of the problems, expenses, difficulties, complications, and delays frequently encountered in connection with the growth of a business, operation in a competitive industry, and the continued development of its technology and products. The Company anticipates that its operating expenses will increase for the near future, and there is no assurance that it will be profitable in the near future. The Company will only be able to pay dividends on any shares once its directors determine that it is financially able to do so. WiGL has incurred a net loss and has had limited revenues generated since inception. There is no assurance that the Company will be profitable in the next 3 years or generate sufficient revenues to pay dividends to the holders of the shares. You should consider the business, operations and prospects in light of the risks, expenses and challenges faced as an emerging growth Company.

The Company anticipates sustaining continued operating losses. It is anticipated that the Company will continue to sustain operating losses. WiGL’s ability to become profitable depends on success in licensing and selling of products. There can be no assurance that this will occur. Unanticipated problems and expenses are often encountered in offering new products, which may impact whether the Company is successful. Furthermore, the Company may encounter substantial delays and unexpected expenses related to development, technological changes, marketing, regulatory requirements and changes to such requirements or other unforeseen difficulties. There can be no assurance that the Company will ever become profitable. If the Company sustains losses over an extended period of time, it may be unable to continue in business.

The Company’s business projections are only projections. There can be no assurance that the Company will meet its projections. There can be no assurance that the Company will be able to find sufficient demand for its product, that people think it’s a better option than a competing product, or that the Company will able to provide the service at a level that allows it to make a profit and still attract business.

If the Company cannot raise sufficient funds, it will not succeed. WiGL is offering Common Stock in the amount of 12,658,228 shares and up to $20,000,000 in this offering on a best-efforts basis and may not raise the complete amount. Even if the maximum amount is raised, the Company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to the Company itself or to the broader economy, it may not survive. If the Company manages to raise a substantially lesser amount than the Maximum Raise, it will have to find other sources of funding for some of the plans outlined in “Use of Proceeds.”

Future fundraising may affect the rights of investors. In order to expand, the Company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capital-raising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the Company.

The Company faces significant market competition. The Company competes with larger, established companies who currently have products technologies on the market and/or various respective product development programs. They may have much better financial means and marketing/sales and human resources than WiGL. They may succeed in developing and marketing competing equivalent products earlier than WiGL, or superior products than those developed by the Company. There can be no assurance that competitors will render the Company’s technology or products obsolete or that the products developed by the Company will be preferred to any existing or newly developed technologies. It should further be assumed that competition will intensify.

Any valuation at this stage is difficult to assess. The valuation for this offering was established by the Company. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially early-stage companies, is difficult to assess and you may risk overpaying for your investment.

The Company’s Financial Statements include a Going Concern Disclosure. The Company’s financial statements were prepared on a “going concern” basis. Certain matters, as described in the accompanying financial statements, indicate there may be substantial doubt about the Company’s ability to continue as a going concern.

The Company sustained a net loss of $1,081,636 and had negative operating cash flows for the six months ended June 30, 2023. As of June 30, 2023, the Company had an accumulated deficit of $5,590,852 and limited liquid assets with $658,467 of cash. The Company sustained net losses of $2,573,421 and $1,859,309 and had negative operating cash flows for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had an accumulated deficit of $4,509,216 and limited liquid assets with $306,950 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.

We may never have an operational product or service. It is possible that there may never be operational WiGL enabled devices or that the product may never be used to engage in transactions. It is possible that the failure to release the product is the result of a change in business model upon Company’s making a determination that the business model, or some other factor, will not be in the best interest of Company and its stockholders/members/creditors.

Some of our products are still in prototype phase and might never be operational products. It is possible that there may never be an operational product or that the product may never be used to engage in transactions. It is possible that the failure to release the product is the result of a change in business model upon the Company’s making a determination that the business model, or some other factor, will not be in the best interest of the Company and its stockholders.

Developing new products and technologies entails significant risks and uncertainties. We are currently in the research and development stage and have only manufactured a prototype for our WiGL enabled devices. Delays or cost overruns in the development of our WiGL enabled devices and failure of the product to meet our performance estimates may be caused by, among other things, unanticipated technological hurdles, difficulties in manufacturing, changes to design and regulatory hurdles. Any of these events could materially and adversely affect our operating performance and results of operations.

A finding by the US. Air Force that we no longer qualify to receive SBIR awards could adversely affect our business. Going forward, we believe that SBIR contracts will be a significant portion of our total revenues for the foreseeable future until consumer adoption of our technology occurs. In order to qualified for SBIR contracts and grants, we must meet certain size and ownership eligibility criteria. These eligibility criteria are applied as of the time of the award of a contract or grant. A Company can be declared ineligible for a contract award as a result of a size challenge filed with the US. Air Force by a competitor or a federal agency. If we were to lose eligibility for SBIR contracts and grants, our planned operations could be adversely affected.

Our new product could fail to achieve the sales projections we expected. Our growth projections are based on an assumption that with an increased advertising and marketing budget our products will be able to gain traction in the marketplace at a faster rate than our current products have. It is possible that our new products will fail to gain market acceptance for any number of reasons. If the new products fail to achieve significant sales and acceptance in the marketplace, this could materially and adversely impact the value of your investment.

You are trusting that management will make the best decision for the Company. You are trusting in management discretion. You are buying securities as a minority holder, and therefore must trust the management of the Company to make good business decisions that grow your investment.

Management discretion as to use of proceeds. The Company’s success will be substantially dependent upon the discretion and judgment of its management team with respect to the application and allocation of the proceeds of this offering. The use of proceeds described in “Use of Proceeds” is an estimate based on the Company’s current business plan. The Company, however, may find it necessary or advisable to re-allocate portions of the net proceeds reserved for one category to another, and it will have broad discretion in doing so.

The loss of one or more of our key personnel or our failure to attract and retain other highly qualified personnel in the future could harm our business. To be successful, the Company requires capable people to run its day to day operations. As the Company grows, it will need to attract and hire additional employees in sales, marketing, design, development, operations, finance, legal, human resources and other areas. Depending on the economic environment and the Company’s performance, we may not be able to locate or attract qualified individuals for such positions when we need them. We may also make hiring mistakes, which can be costly in terms of resources spent in recruiting, hiring and investing in the incorrect individual and in the time delay in locating the right employee fit. If we are unable to attract, hire and retain the right talent or make too many hiring mistakes, it is likely our business will suffer from not having the right employees in the right positions at the right time. This would likely adversely impact the value of your investment.

The Company relies on third parties to provide services essential to the success of its business. The Company relies on third parties to provide a variety of essential business functions for it, including manufacturing, shipping, accounting, legal work, public relations, advertising, retailing, and distribution. It is possible that some of these third parties will fail to perform their services or will perform them in an unacceptable manner. It is possible that the Company will experience delays, defects, errors, or other problems with their work that will materially impact its operations and it may have little or no recourse to recover damages for these losses. A disruption in these key or other suppliers’ operations could materially and adversely affect the Company’s business. As a result, your investment could be adversely impacted by the Company’s reliance on third parties and their performance.

The Company’s ability to sell its product or service is dependent on outside government regulation which can be subject to change at any time. The Company’s ability to sell product is dependent on the outside government regulation such as the FCC (Federal Communications Commission) and other relevant government laws and regulations. The laws and regulations concerning the selling of product may be subject to change and if they do then the selling of product may no longer be in the best interest of the Company. At such point the Company may no longer want to sell product and therefore your investment in the Company may be affected.

The Company may not be able to protect its intellectual property. Trademark and copyright litigation have become extremely expensive. Even if the Company believes that a competitor is infringing on one or more of its trademarks or copyrights, the Company might choose not to file suit because it lacks the cash to successfully prosecute a multi-year litigation with an uncertain outcome; or because it believes that the cost of enforcing its trademark(s) or copyright(s) outweighs the value of winning the suit in light of the risks and consequences of losing it; or for some other reason. Choosing not to enforce its trademark(s) or copyright(s) could have adverse consequences for the Company, including undermining the credibility of its intellectual property, reducing its ability to enter into sublicenses, and weakening the Company’s attempts to prevent competitors from entering the market. As a result, if the Company is unable to enforce its trademark(s) or copyright(s) because of the cost of enforcement, your investment in the Company could be significantly and adversely affected.

We have pending patent approval’s that might be vulnerable. One of the Company’s most valuable assets is its intellectual property. The Company’s intellectual property such as patents, trademarks, copyrights, Internet domain names, and trade secrets may not be registered with the proper authorities. We believe one of the most valuable components of the Company is our intellectual property portfolio. Due to the value, competitors may misappropriate or violate the rights owned by the Company. The Company intends to continue to protect its intellectual property portfolio from such violations. It is important to note that unforeseeable costs associated with such practices may invade the capital of the Company due to its unregistered intellectual property. 

The Company’s success will depend on its ability to secure additional patent protection for its core technologies and be able to enforce those patents. Some patent applications that are pending may not result in issued patents. If any patent application results in an issued patent, that patent may later be invalidated or held unenforceable as patent law changes. Further, the outsourcing of the manufacture of the Company’s product may result in the unauthorized exposure of the intellectual property of the Company.

The Company’s trademarks, copyrights and other intellectual property could be unenforceable or ineffective. Intellectual property is a complex field of law in which few things are certain. It is possible that competitors will be able to design around the Company’s intellectual property, find prior art to invalidate it, or render the patents unenforceable through some other mechanism. If competitors are able to bypass the Company’s trademark and copyright protection without obtaining a sublicense, it is likely that the Company’s value will be materially and adversely impacted. This could also impair the Company’s ability to compete in the marketplace. Moreover, if the trademarks and copyrights are deemed unenforceable, the Company will almost certainly lose any potential revenue it might be able to raise by entering into sublicenses. This would cut off a significant potential revenue stream for the Company.

The Company is vulnerable to hackers and cyber-attacks. As a wireless energy -based business, we may be vulnerable to hackers who may access the data of our investors and the issuer companies that utilize our platform. Further, any significant disruption of WiGL enabled devices or in its systems could reduce the attractiveness of WiGL enabled devices and result in a loss of investors and companies interested in using our devices. Further, we rely on a third-party technology provider to provide some of our technology. Any disruptions of services or cyber-attacks either on our technology provider or on WiGL Inc could harm our reputation and materially negatively impact our financial condition and business.

We may not be able to sufficiently manage our services and customers and therefore monetize our services. We may not be able to sell sufficient subscriptions and in such event, we may be unable to meet our capital requirements or revenue goals. Subscription-based services come with inherent risks. Specifically, customer churn, market saturation, competitive pressure, technology risk, payment processing issues, customer acquisition costs, content or service quality and subscription fatigue.

In the event that users migrate from the Company’s platform our operations and results will be adversely affected. Regularly evaluating customer feedback, monitoring market trends, and adapting to changing conditions are essential components of risk management in this business model. In the event we do not manage these risks successfully we may need to change our business model.

Constant innovation and user engagement are not guaranteed. WiGL’s success depends on its continued innovation to provide new, and improve upon existing, products and services. If WiGL is unable to continue offering high-quality, innovative products and services, it may be unable to attract additional users which could harm our business, results of operations and financial condition.

Risks Related to Securities in this Offering

There is no current market for any shares of the Company’s stock. You should be prepared to hold this investment for several years or longer. More importantly, there is no established market for these securities and there may never be one. As a result, if you decide to sell these securities in the future, you may not be able to find a buyer. Investors should assume that they may not be able to liquidate their investment for some time, or be able to pledge their shares as collateral.

Investors will hold minority interests in the Company. Prior to the commencement of this Regulation A offering the Company has already issued 95,271,428 shares of its Common Stock as of June 30, 2023. Investors will hold minority interests in the Company and will not be able to direct its operations.

Using a credit card to purchase shares may impact the return on your investment as well as subject you to other risks inherent in this form of payment. Investors in this offering have the option of paying for their investment with a credit card, which is not usual in the traditional investment markets. Transaction fees charged by your credit card Company (which can reach 5% of transaction value if considered a cash advance) and interest charged on unpaid card balances (which can reach almost 25% in some states) add to the effective purchase price of the shares you buy. See “Plan of Distribution.” The cost of using a credit card may also increase if you do not make the minimum monthly card payments and incur late fees. Using a credit card is a relatively new form of payment for securities and will subject you to other risks inherent in this form of payment, including that, if you fail to make credit card payments (e.g. minimum monthly payments), you risk damaging your credit score and payment by credit card may be more susceptible to abuse than other forms of payment. Moreover, where a third-party payment processor is used, as in this offering, your recovery options in the case of disputes may be limited. The increased costs due to transaction fees and interest may reduce the return on your investment.

The SEC’s Office of Investor Education and Advocacy issued an Investor Alert dated February 14, 2018 entitled: Credit Cards and Investments – A Risky Combination, which explains these and other risks you may want to consider before using a credit card to pay for your investment.

Risks related to forum selection and jury waivers

The Subscription Agreement has a forum selection provision that requires disputes be resolved in state or federal courts in the State of Virginia, regardless of convenience or cost to you, the investor. As part of this investment, each investor will be required to agree to the terms of the subscription agreement included as Exhibit 4.1 to the Offering Statement of which this Offering Circular is part (the “Subscription Agreement”). In the agreement, investors agree to resolve disputes arising under the subscription agreement in state or federal courts located in the State of Virginia, for the purpose of any suit, action or other proceeding arising out of or based upon the agreement. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The Company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. You will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder. This forum selection provision may limit your ability to obtain a favorable judicial forum for disputes with us. Although we believe the provision benefits us by providing increased consistency in the application of Virginia law in the types of lawsuits to which it applies and in limiting our litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favourable to such disputes, may increase investors’ costs of bringing suit and may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in an action, the Company may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect its business, financial condition or results of operations.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under the Subscription Agreement, which could result in less favourable outcomes to the plaintiff(s) in any action under the Subscription Agreement. Investors in this offering will be bound by the Subscription Agreement, which includes a provision under which investors waive the right to a jury trial of any claim they may have against the Company arising out of or relating to the Agreement, including any claims made under the federal securities laws. By signing the Agreement, the investor warrants that the investor has reviewed this waiver with his or her legal counsel, and knowingly and voluntarily waives the investor’s jury trial rights following consultation with the investor’s legal counsel.

If the Company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To the Company’s knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, the Company believes that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Virginia, which governs the agreement, by a federal or state court in the State of Virginia. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within an agreement is sufficiently prominent such that a party knowingly, intelligently, and voluntarily waived the right to a jury trial. The Company believes that this is the case with respect to the Subscription Agreement. You should consult legal counsel regarding the jury waiver provision before entering into the Subscription Agreement.

If you bring a claim against the Company in connection with matters arising under the Subscription Agreement, including claims under the federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against the Company. If a lawsuit is brought against the Company under the agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favourable to the plaintiff(s) in such an action.

Nevertheless, if the jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Agreement with a jury trial. No condition, stipulation or provision of the Subscription Agreement serves as a waiver by any holder of the Company’s securities or by the Company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

In addition, when the shares are transferred, the transferee is required to agree to all the same conditions, obligations, and restrictions applicable to the shares or to the transferor with regard to ownership of the shares, that were in effect immediately prior to the transfer of the shares, including but not limited to the Subscription Agreement.

DILUTION

Dilution means a reduction in value, control, or earnings of the shares the investor owns.

Immediate dilution

An early-stage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their “sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than the founders or earlier investors, which means that the cash value of your stake is diluted because all the shares are worth the same amount, and you paid more than earlier investors for your shares.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders assuming that the shares are sold at $1.58 per share. The schedule presents shares and pricing as issued and reflects all transactions since inception, which gives investors a better picture of what they will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

The following table presents the approximate effective cash price paid for all shares and potential shares issuable by the Company as of December 31, 2023.

The following table illustrates the dilution that new investors will experience upon investment in the Company relative to existing holders of WiGL’s securities. Because this calculation is based on the net tangible assets of the Company, WiGL is calculating based on its net tangible book value of $1,006,163 as of June 30, 2023 and included in its financials.

The offering costs assumed in the following table includes up to $700,000 in commissions to StartEngine Primary, LLC as well as legal and accounting fees incurred for this offering.

The table presents four scenarios for the convenience of the reader: a $5,000,000 raise, a $10,000,000 raise, a $15,000,000 raise, and a fully subscribed $20,000,000 raise from this Offering (the “Maximum Offering”).

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the company issuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company may go up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, another crowdfunding round, a venture capital round, or an angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds, preferred shares or warrants) into stock.

If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offers dividends, and most early-stage companies are unlikely to offer dividends, preferring to invest any earnings into the company).

The type of dilution that hurts early-stage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. An example of how this might occur is as follows (numbers are for illustrative purposes only):

This type of dilution might also happen upon conversion of convertible notes into shares. Typically, the terms of convertible notes issued by early-stage companies provide that in the event of another round of financing, the holders of the convertible notes get to convert their notes into equity at a “discount” to the price paid by the new investors, i.e., they get more shares than the new investors would for the same price. Additionally, convertible notes may have a “price cap” on the conversion price, which effectively acts as a share price ceiling. Either way, the holders of the convertible notes get more shares for their money than new investors. In the event that the financing is a “down round” the holders of the convertible notes will dilute existing equity holders, and even more than the new investors do, because they get more shares for their money. Investors should pay careful attention to the amount of convertible notes that the company has issued (and may issue in the future), and the terms of those notes.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the value of those shares can decrease by actions taken by the company. Dilution can cause drastic changes to the value of each share, ownership percentage, voting control, and earnings per share.

PLAN OF DISTRIBUTION

Plan of Distribution

The Company is offering up to 12,658,228 shares of Common Stock, plus up to 3,797,468 additional shares of Common Stock eligible to be issued as Bonus Shares to investors based upon an investor’s investment level as described in this Offering Circular. No additional consideration will be received by the Company for the issuance of Bonus Shares and the Company will absorb the cost of the issuance of the Bonus Shares. As of February 21, 2024, the Company has issued 4,265,256 shares of common stock and 280,726 Bonus Shares in this offering. The Company has engaged StartEngine Primary, LLC (“StartEngine Primary”) as its placement agent to assist in the placement of its securities in those states it is registered to undertake such activities, including soliciting potential investors on a best efforts basis. As such, StartEngine Primary is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. StartEngine Primary is under no obligation to purchase any securities or arrange for the sale of any specific number or dollar amount of securities. Persons who desire information about the offering may find it at www.startengine.com. This Offering Circular will be furnished to prospective investors via download 24 hours per day, 7 days per week on the startengine.com website.

StartEngine Primary, LLC will comply with Lock-Up Restriction required by FINRA Rule 5110I(1), not selling, transferring, assigning, pledging, or hypothecating or subjecting such to any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities commission for a period of 180 days beginning on the date of commencement of sales of the public equity offering with respect to the Securities Commission, unless FINRA Rule 5110(e)(2) applies. Pursuant to FINRA Rule 5110(g), StartEngine Primary will not accept a securities commission in options, warrants or convertibles which violates 5110(g) including but not limited to (a) is exercisable or convertible more than five years from the commencement of sales of the public offering; (b) has more than one demand registration right at the issuer’s expense; (c) has a demand registration right with a duration of more than five years from the commencement of sales of the public offering; (d) has a piggyback registration right with a duration of more than seven years from the commencement of sales of the public offering(e) has anti-dilution terms that allow the participating members to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; or (f) has anti-dilution terms that allow the participating members to receive or accrue cash dividends prior to the exercise or conversion of the security.

Commissions, Discounts, Expenses and Fees

The following table shows the maximum discounts, commissions, and fees payable to StartEngine Primary in connection with this offering by the Company:

Assuming the full amount of the offering is raised, the Company estimates that the total value of the commissions, discounts, expense and fees of the offering payable or owed by the Company and the investors to StartEngine Primary will be approximately $1,615,000. No fees or commissions will be paid with respect to the issuance of Bonus Shares in this offering.

Other Terms

StartEngine Primary has also agreed to perform the following services in exchange for the compensation discussed above:

StartEngine Primary will charge you a non-refundable processing fee equal to 3.5% of the amount you invest at the time you subscribe for the Company’s securities, equivalent to $.055 per share. This fee will be refunded in the event the Company does not raise any funds in this offering.

StartEngine Primary intends to use an online platform provided by StartEngine Crowdfunding, Inc. (“StartEngine Crowdfunding”), an affiliate of StartEngine Primary, at the domain name www.startengine.com (the “Online Platform”) to provide technology tools to allow for the sales of securities in this offering. In addition, StartEngine Crowdfunding will assist with the facilitation of credit and debit card payments through the Online Platform. Fees for credit and debit card payments will be passed onto investors at cost and the Company will reimburse StartEngine Crowdfunding for transaction fees and return fees that it incurs for returns and chargebacks, pursuant to a Credit Card Services Agreement.

Subscription Procedures

After the Offering Statement has been qualified by the Commission, the Company will accept tenders of funds to purchase the Common Stock. The Company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). Investors may subscribe by tendering funds via wire, credit or debit card, or ACH only, checks will not be accepted, to the escrow account to be setup by the Escrow Agent. Tendered funds will remain in escrow until a closing has occurred. StartEngine Crowdfunding will assist with the facilitation of credit and debit card payments through the Online Platform. The Company estimates that processing fees for credit card subscriptions will be approximately 4% of total funds invested per transaction, although credit card processing fees may fluctuate. The Company intends to pay these fees and will reimburse StartEngine Crowdfunding for transaction fees and return fees that it incurs for returns and chargebacks. The Company estimates that approximately 100% of the gross proceeds raised in this offering will be paid via credit card. This assumption was used in estimating the payment processing fees included in the total offering expenses set forth in “Use of Proceeds to Issuer.” Upon closing, funds tendered by investors will be made available to the Company for its use.

The minimum investment in this offering is 6,329 shares of Common Stock, or $10,000, plus the StartEngine processing fee of 3.5%.

In order to invest you will be required to subscribe to the offering via the Online Platform and agree to the terms of the offering, Subscription Agreement, and any other relevant exhibit attached thereto. Investors will be required to complete a subscription agreement in order to invest. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount, including the StartEngine processing fee, that does not exceed the greater of 10% of his or her annual income or 10% of your net worth (excluding the investor’s principal residence).

The Company has entered into an Escrow Services Agreement with The Bryn Mawr Trust Company (the “Escrow Agent”) and StartEngine Primary. Investor funds will be held by the Escrow Agent pending closing or termination of the offering. All subscribers will be instructed by the Company or its agents to transfer funds by wire, credit or debit card, or ACH transfer directly to the escrow account established for this offering. The Company may terminate the offering at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving shares; escrowed funds may be returned.

The Bryn Mawr Trust Company is not participating as an underwriter or placement agent or sales agent of this offering and will not solicit any investment in the Company, recommend the Company’s securities or provide investment advice to any prospective investor, and no communication through any medium, including any website, should be construed as such, or distribute this Offering Circular or other offering materials to investors. The use of The Bryn Mawr Trust Company’s technology should not be interpreted and is not intended as an endorsement or recommendation by it of the Company or this offering. All inquiries regarding this offering or escrow should be made directly to the Company.

In the event that the Company terminates the offering while investor funds are held in escrow, those funds will promptly be refunded to each investor without deduction or interest and in accordance with Rule 10b-9 under the Exchange Act.

Pursuant to the Company’s agreement with StartEngine Primary, the Company agrees that 6% of the total funds received into escrow will be held back as a deposit hold in case of any ACH refunds or credit card chargebacks. The hold will remain in effect for 180 days following the close of the offering. 60 days after the close of the offering, 4% of the deposit hold will be released to the Company. The remaining 2% will be held for the final 120 days of the deposit hold. After such further 120 days, the remaining 2% will be released to the Company. Based on the assumed maximum amount that WiGL might owe StartEngine Primary, it estimates the deposit hold could be for up to $84,000.

StartEngine Secure LLC, an affiliate of StartEngine Primary, will serve as transfer agent to maintain stockholder information on a book-entry basis. The Company will not issue shares in physical or paper form. Instead, its shares will be recorded and maintained on the Company’s stockholder register.

In the event that it takes some time for the Company to raise funds in this offering, the Company will rely on income from sales, funds raised in any offerings from accredited investors.

No Selling Shareholders 

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the Company.

Bonus Shares for StartEngine OWNers

Certain investors in this offering are entitled to 10% Bonus Shares of the Company’s Common Stock (effectively a discount on the price paid per share). For example, anyone who is a member of the StartEngine OWNers bonus program will receive 110 shares for every 100 shares they purchase in the offering. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share. The general public can become members of the StartEngine OWNers bonus program on StartEngine’s website for $275 per year. Membership will auto renew every year. A member of the program can cancel their renewal at any time. Once the individual cancels, their membership will expire on the next anniversary of their membership. With the OWNer’s Bonus, the investor will earn 10% bonus shares on all investments they make in participating campaigns on StartEngine. StartEngine Crowdfunding, Inc. will determine whether an investor qualifies as a StartEngine OWNer.

Receipt of Bonus Shares pursuant to the OWNers bonus program are not cumulative with the Bonus Shares eligible to be received pursuant to the Regulation CF Benefits and Volume Perks described below.

Perks and Additional Bonus Shares

Certain investors in this offering are eligible to receive bonus shares of Common Stock, which effectively gives them a discount on their investment. Those investors will receive, as part of their investment, additional shares for their shares purchased (“Bonus Shares”) equal to 20% of the shares they purchase, depending upon perks described below. Investors receiving the 20% bonus will pay an effective price of approximately $0.95 per share before the StartEngine processing fee. The StartEngine processing fee will be assessed on the full share price of $1.58 for the purchased shares, and not any Bonus Shares.

Volume Perks

$5,000+: WiGL Platinum

$50,000+: WiGL Angel

$90,000+: WiGL Angel

We are of the opinion that these perks do not have any cash value and do not alter the sales price or cost basis of the securities in this offering. Instead, the perks are a “thank you” to investors that help us achieve our mission. However, it is recommended that investors consult with a tax professional to fully understand any tax implications of receiving any perks before investing.

Provisions of Note in the Company’s Subscription Agreement 

Forum Selection Provision

The Subscription Agreement that investors will execute in connection with the offering includes a forum selection provision that requires any claims against the Company based on the Agreement to be brought in a state or federal court of competent jurisdiction in the State of Virginia, for the purpose of any suit, action or other proceeding arising out of or based upon the Agreement. Although the Company believes the provision benefits us by providing increased consistency in the application of Virginia law in the types of lawsuits to which it applies and in limiting the Company’s litigation costs, to the extent it is enforceable, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The Company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a Company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the Company. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The Company believes that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Investors will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations thereunder.

Jury Trial Waiver

The Subscription Agreement that investors will execute in connection with the offering provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the Agreement, including any claim under federal securities laws. By signing the Subscription Agreement, an investor will warrant that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If the Company opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. In addition, by agreeing to the provision, subscribers will not be deemed to have waived the Company’s compliance with the federal securities laws and the rules and regulations promulgated thereunder.

USE OF PROCEEDS TO ISSUER

Assuming a maximum raise of $20,000,000 the net proceeds of this offering would be approximately $18,500,000 after subtracting fixed fees of $100,000 to cover legal, accounting and Edgarization expenses of the offering, as well as commissions owed. If WiGL successfully raises the maximum amount under this raise the Company intends to use the proceeds for research and development, working capital needs, employment related needs and marketing.

Assuming a raise of $15,000,000, representing 75% of the maximum offering amount, the net proceeds would be approximately $13,850,000 after subtracting fixed fees of $100,000 to cover legal, accounting and Edgarization expenses of the offering, as well as commissions owed. If WiGL successfully raises the maximum amount under this raise the Company intends to use the proceeds to for research and development, working capital needs, employment related needs and marketing.

Assuming a raise of $10,000,000, representing 50% of the maximum offering amount, the net proceeds would be approximately $9,200,000 after subtracting fixed fees of $100,000 to cover legal, accounting and Edgarization expenses of the offering, as well as commissions owed. If WiGL successfully raises the maximum amount under this raise the Company intends to use the proceeds to for research and development, working capital needs, employment related needs and marketing.

Assuming a raise of $5,000,000, representing 25% of the maximum offering amount, the net proceeds would be approximately $4,550,000 after subtracting fixed fees of $100,000 to cover legal, accounting and Edgarization expenses of the offering, as well as commissions owed. If WiGL successfully raises the maximum amount under this raise the Company intends to use the proceeds to for research and development, working capital needs, employment related needs and marketing.

During the course of the offering, the Company may issue Bonus Shares as described under “Plan of Distribution.” The issuance of Bonus Shares does not affect the potential proceeds that may be received by the Company.

Please see the table below for a summary the Company’s estimated intended use of proceeds from this offering:

The Company reserves the right to change the above use of proceeds if management believes it is in the best interests of the Company.

THE COMPANY’S BUSINESS

Background

Wireless Electrical Grid LAN, WiGL Inc. was incorporated on February 26, 2020 under the laws of the state of Virginia, and is headquartered in Hampton, VA. The Company is engineering the technology to enable consumers to ditch cords and wires and operating 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 through wireless energy pioneering intends to bring consumers the ability to synchronize, create and sell products that manage and reduce costs associated with wirelessly powering devices.

The idea for WiGL came from our founder’s work with previous entities, specifically Glover 38th St Holdings, LLC (“G38”). G38 is a government consulting Company formed in 2012. Dr. Glover is the CEO of G38. G38 assisted the United States Air Force Research Lab with the development of 5G for Advanced Training Waveforms (“5G ATW”).

During the 5GATW government tests, Dr. Glover realized that in addition to the data provided by 5G technologies, there was also a need for power to those same devices. In 2017, Dr. Glover and Cherif Chibane, under contract to G38, began to solve, what they deemed “the wireless electrical power challenge.” During May 2018, a utility patent was granted to Dr. Glover and Mr. Chibane by the U.S. Patent Office.

In 2019, the patent was assigned to G38 so that WiGL could continue prototyping and advancing the technology. On March 3, 2021, the patent and the associated trademark was assigned to WiGL.

Vision

Imagine getting electric power the same way we wirelessly get to the internet. WiGL allows for powering or recharging devices using our over-the-air wireless electrical power network. We aim to power consumer, business, and technical devices on the move, or recharge batteries while using those devices. Our vision is for people across the globe to simply ask, “how do I get on your WiGL network?” WiGL intends to be the most widely recognized brand name for all things related to wireless power delivery.

We envision a future of WiGL everywhere, from your home kitchen to city hall. Imagine a world where essential power is made available worldwide via WiGL enabled transmitters embedded in streets, on light poles, and TVs, powering everything from your Christmas tree to cell phone cases to military devices. Imagine a world where WiGL’s competitors become partners that make and sell WiGL enabled products to enable seamless meshed networks of WiGL touchless wireless power on the move.

By adding renewable energy products, we envision power on the go. Users will no longer need to stop to recharge an electric vehicle (“EV”). We believe that you can simply take the power with you or build you very own hot spot.

Milestones

We believe in our patented technologies, successful research initiatives, and market traction. Below is a list of milestones that we have achieved since inception.

From 2020 until present, we achieved the following milestones:

How WiGL Works

WiGL works just like traditional WiFi, however, instead of transmitting and receiving WiFi data, a WiGL enabled transmitter (“Tx”) uses the same raw radio frequency (“RF”) or light as noise but harvests the energy-noise as raw power. 

Like cellphone towers, WiGL Tx’s are smartly connected allowing for near endless distance.

To support smarter, greener power, we intend to produce an additional offering - WiGL eNERGY Units (“WiGL eNERGY Units”). The WiGL eNERGY Units will function as a self-generating power router for energy transmission that enables remote location mesh networks. In other words, if you are going off the grid you can take WiGL with you.

We believe our patented technologies may provide greater security, cleaner and less wasteful energy, and increases efficiency by using the same signals that deliver your WiFi.

The Problem that WiGL Solves

Limited battery technologies can’t keep up IoT. IoT devices operate 24/7 and are mainly operated by batteries. However, even the latest battery technology has limited autonomy, long charge-times, high costs, harsh environmental impact, and risks of accidents. All of these issues can restrain the power and potential to fully implement IoT into our lives. Today’s definition of wireless must also include wireless electrical power to overcome battery limitations or 24/7 mobile power needs.

We believe that portable electronic devices are at the heart of the IoT revolution. At WiGL, we’re aiming to shift the paradigm where IoT devices are no longer dependent on batteries and their drawbacks. This way, our customers can realize the full potential of IoT, with invaluable benefits for people, companies, and governments, collectively, our target user base. WiGL aims to become an essential mobile service for small devices that use batteries, up to larger devices that can be recharged via a WiGL enabled case (for example, a cellphone case).

Development Roadmap and Products

WiGL is still currently in early developmental stages.

Partnerships

We have partnered with Energous, PowerCast, EarlyX, Guinn Partners and others to build exciting new minimally viable products (“MVP”) based on our prototypes.

With our partners, we have set up commercial off-the-shelf (“COTS”) hardware to build the WiGL-enabled Tx networks. Their advances in tWPT technologies are fast-tracking WiGL going global. WiGLS has been selected to advance the tWPT technologies from US government use to commercial applications. As part of task 7 of 8 of one of our previous DoD contracts we provided the US Department of Defense our plan to go from US military MVPs to products on store shelves; tWPT networks, LED lights, eNERGY water bottles. Currently we are working on developing the following products:

SBIR Phase II Contract

In March 2022, we were granted a contract with the US. Air Force (USAF) through the USAF’s SBIR Phase II contract process. Under this contract we further developed, deployed, and integrated WiGL’s technology with the U.S. Air Force. As of December 31, 2023 we have completed 8 out of the 8 deliverable items and received $749,999 for completion of this contract.

Successful completion of this contract resulted in working devices suitable for other branches of the Department of Defense and U.S. government. Further, during this process we discovered products with the ability to reach the consumer market. Potential products to add to the WiGL networks for the everyday consumer include the following:

tWPT and SWG Products

During 2022 WiGL began manufacturing the prototype for SWGs. The Company intends to commercialize this product for the Department of Defense during 2023 – 2026.

In early 2023, the Company demonstrated the first minimum viable product, (“MVP”) to the Department of Defense. After modifications, two version are nearing completion of the “build of material” stage so that we can start manufacturing the products. Prospective WigL eNERGY Products include:

Business: How we intend to make money

We intend to utilize an all-inclusive software subscription and hardware business-to-business model (“B2B”). We intend to generate revenue through the several pillars listed below.

Sales Strategy

WiGL’s sales strategy hinges on hiring and utilizing a full-time team of Licensing Employees (“LEs”) and Product Development and Integration Employees (“PDIEs”) that will be trained and tasked with reaching out and forging partnerships with existing electronics technology hardware companies that have existing customer bases.

Phase 1 of sales outreach will span from December 2021 to December 2024, WiGL intends to target technology hardware companies such as Belkin, Dell, GE, and Cubic. Through leveraging Dr. Glover’s contacts within the Department of Defense, the Company has also commenced discussions with certain companies providing diversified systems and services to the transportation and defense markets worldwide.

Phase 2 of sales outreach will span from December 2024 to December 2030. The Company intends to target companies such as Sony, Apple, and Applied Materials. The structure of the sales force is comprised of LEs and PDIEs and will be led by the Chief Innovation and Partnering Officer. We believe that our product can become ubiquitous and so each LE will try to reach companies that have the ability to sell 10,000 subscription accounts per month and each PDIE will aim to capture companies that have the ability to purchase and/or co-produce more than 1 million transmitter and receiver licenses monthly.

Additionally, WiGL’s sales model is to approach each potential partner with WiGL already developed and demonstrated by the PDIE on or in the sales target’s product offerings. The Company’s goal is to get the potential partner to license or white label.

Marketing

We intend WiGL to be associated with wireless power delivery, regardless of the product, service, competitor or manufacturer. To help achieve this goal, the Company intends to utilize a variety of marketing strategies.

Website and Digital Marketing

WiGL has existing websites where visitors can find information about the Company, its technology, partnering, and contact information. The Company has hired a professional agency to design the website and optimize it for better search engine rankings. Search engine optimization of the website ensures that proper titles, meta descriptions, and keywords, both short- and long-tailed, are present on all pages of the website. The website will also feature a blog where industry-related topics will be regularly discussed.

WiGL will also devote part of its annual budget to digital marketing to drive brand awareness through activities such as YouTube videos and online contests. Digital marketing primarily focuses on Google Ads keyword advertising campaigns and the display network.

The Company will also conduct advertising campaigns on social media to drive visitors and potential clients to its website. In addition to directly bring visitors to the website, the digital marketing campaigns will also build brand awareness by displaying the Company’s logo and ads on numerous websites with visitors interested in limitless wireless power. Proper search engine optimization and successful digital marketing campaigns will be among the key growth and development factors of the Company. We believe, online marketing and promotional efforts will help the Company rank higher in search engine result pages, which will lead to an increased number of visitors and, consequently, B2B clients, driven by end-user demands for WiGL enabled products.

Online Paid Advertising

The Company will also invest in online advertising to help drive potential B2B partners into licensing agreements. This will include pay-per-click advertising using Google Ads, YouTube, Chat Apps and may also include other ad platforms such as pay-per-impression systems like Facebook-sponsored posts. WiGL will target these online ads to specific demographics and interest groups using keywords and search phrases designed to elicit a response from targeted businesses.

Social Media

WiGL will have strong and ever present-branding on social media pages, including Facebook, Instagram, and LinkedIn. The Company will communicate its updates and news on these influential social media sites. Due to its B2B focus, the Company’s LinkedIn page will be the most active manifestation of its social media presence for licensing. All other social media platforms will be used to ensure WiGL is synonymous with wireless power. We believe, an ever-expanding social media presence is considered beneficial in the modern business environment. Therefore, WiGL will consider the expansion of its communication efforts to additional social media sites and new trends and platforms emerge.

Trade Shows

The Company will identify relevant trade events, local trade fairs, and conferences in the industry. The Company will target major players at each tradeshow and seek partnerships to be part of multiple exhibits. WiGL also intends to co-sponsor events and make large areas within the trade shows WiGL enabled shot spots. By participating in such activities, the business can stay abreast of industry trends while also cultivating new contacts, developing business alliances, brand awareness and meeting with potential partners in person.

Market Overview

The wireless and wired charging solutions market is estimated to grow to $25 billion in 2022. The massive adoption of physical devices around the world that are now connected to the internet, all collecting and sharing data (the “Internet of Things or “IoT”), with 11 billion devices already connected and 15 billion estimated by 2027-2030 drives this remarkable growth. WiGL plans to significantly expand the wireless transmission market even beyond current predictions. Our goal is to replace the traditional wired segment, which represents a total available market of over $49 billion.

Competition

WiGL’s primary advantages are its patented wireless charging range and mesh networking capabilities. Though Energous and Huawei are WiGL’s closest competitors, they do not have the long distance range capabilities as does WiGL. Our other direct and patented advantage over existing competitors is our approach to mesh networking, which we designed for military applications.

We believe WiGL has a 3-year technology development lead time of engineering and prototyping for the Department of Defense applications.

Production/Suppliers

The Company is not currently in mass production, however, when full production begins the Company believes that its key components will be supplied by four United States companies.

Research and Development

Research and development costs include partnerships with universities to advance Ad Hoc meshed networking capabilities such as better harvesting of beam forming RF by the WiGL enable receiver, better tracking of the receiver by the WiGL enabled transmitters, better capacitor management based on the IoT device needing to be recharged.

Employees

WiGL currently has 11 full-time employees and 3 part-time employees.

Intellectual Property

The Company relies on its intellectual property. As of February 21, 2024, the Company has the following patents or trademarks granted or pending:

Regulation

We are subject to either Part 15 or Part 18 of the FCC rules because we are a Company that produces wireless power transfer (WPT) devices operating at frequencies above 9 kHz are intentional radiators. The specific applicable rule part depends on how the device operates, and if there is communication between the charger and device being charged.

Devices specifically intended for use for wireless power transfer, or inductive charging, require FCC guidance for frequency exposure review. This includes Part 18 devices. It may be necessary for the responsible party (manufacturer) to seek guidance from the FCC on specific WPT devices by submitting a KDB inquiry, http://www.fcc.gov/labhelp.

Finally, it is possible that the power charging function could be approved under Part 15 rather than Part 18 if the device meets all of the requirements of the appropriate Part 15 rule.

Attachment 680106 D01 RF Exposure Wireless Charging Apps v03r01 provides general guidance on the information necessary to determine RF exposure evaluation and compliance requirements when submitting a wireless charging application inquiry.

Further, we intend to process, store, transfer and use data from or about our customers, including certain personally identifiable information and confidential information. These activities subject, or may subject, us to various federal, state, local and international laws and regulations regarding data privacy, protection, and security.

Litigation

The Company has not been a party to any litigation.

THE COMPANY’S PROPERTY

The Company initially entered into a lease agreement on December 11, 2017, for the property located at 1919 Commerce Drive, Suite 120, Hampton, Virginia 23666. The fourth amendment to the lease agreement commenced on February 1, 2023 and expires on January 31, 2024.

On January 10, 2024 the Company agreed to purchase a leasehold interest in the one bedroom apartment located at Roman Ridge Residential Area in the Accra Metropolis in the Greater Accra region of the Republic of Ghana. The leasehold interest expires on March 8, 2054. The Company intends to pay $189,543.12 USD for this apartment. The Company notes that this apartment building is not yet completed. The payment schedule is below.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of the financial statements and financial condition of WiGL and results of its operations together with its financial statements and related notes appearing at the end of this Offering Circular. This discussion contains forward-looking statements reflecting the Company’s current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this Offering Circular.

Overview

WiGL was incorporated on February 26, 2020, under the laws of the state of Virginia, and is headquartered in Hampton, VA. The Company is engineering the technology to enable consumers to ditch cords and wires and operating their devices on the move or recharge their battery while they use their device wirelessly.

The financial statements in this filing as of: (i) June 30, 2023 (“Interim 2023”) June 30, 2022 (“Interim 2022”) are unaudited and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although in the opinion of management all adjustments necessary to make interim statements of operations not misleading have been included.

Results of Operations

For the Periods Ended June 30, 2023 and June 30, 2022

The Company’s net revenues for the period ended June 30, 2023 (“Interim 2023”) was $245,253 and for the period ended June 30, 2022 (“Interim 2022”) was $50,000. 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, 2023, the Company completed all eight phases and earned $750,000 in revenue, with $245,253 recognized in the first half of 2023.

For Interim 2023, operating expenses were $1,533,734, compared to $1,336,264 for Interim 2022, an increase of $197,470. 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 2023 operating expenses related to research and development increased from $686,344 for Interim 2022 to $815,720 for Interim 2023, an increase of $129,376 or 19%. As described in Note 1 to the financial statements for the period ended June 30, 2023, the research and development costs include salaries, research materials and administrative costs. Salaries of executives included within the research and development costs for Interim 2023 totaled $ 211,324.

General and administrative increased from $39,712 for Interim 2022 to $141,817 for Interim 2023, an increase of $102,105 or 257%. The increase was due to expenses incurred during the course of the Company’s securities offerings. As a result of the foregoing, the Company generated a net loss of $1,081,636 for Interim 2023 compared to a net loss of $1,490,394 for Interim 2022.

Years Ended December 31, 2022, and December 31, 2021

WiGL generated $479,999 for the period ended December 31, 2022 and $49,894 in revenues for the period ended December 31, 2021. The increase in revenues was due to completion of a portion of the set deliverables under the SBIR Phase II contract.

The operating expenses for the year ended December 31, 2021, consisted 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 (iix) depreciation and amortization. Operating expenses totaled $2,818,798 for the year ended December 31, 2022 compared to $1,835,926 for the period ended December 31, 2021. The increase in operating expenses was primarily driven by increased costs associated with research and development. The Company spent $1,433,511 on research and development period ended December 31, 2022 compared to $249,842 for the period ended December 31, 2021. The increase was as a result of expenses related to the research and development efforts of the Company with regards to product development.

As a result of the foregoing, the Company generated a net loss of $(2,573,421) for the period ended December 31, 2022 compared to $(1,859,309) for the period ended December 31, 2021.

Liquidity and Capital Resources

For the Periods Ended June 30, 2023 and June 30, 2022

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 2023 the Company’s cash on hand was $658,467. The Company requires the continued infusion of new capital to continue business operations. The Company has recorded losses since inception. As of Interim 2023 the Company had a net loss of $1,081,636 and an accumulated deficit of $5,590,852.

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.

Year Ended December 31, 2022 and December 31, 2021

The Company’s current capital resources come from funds raised in a successful crowdfunding campaign, a Regulation CF offering, and a Regulation A offering. That has made cash available to the Company for general operating purposes. The Company has relatively low overhead. As the Company transitions to delivering products to customers, traditional lines of credit and inventory financing are expected to be secured as needed.

On December 31, 2022 the Company’s cash on hand was $306,950 compared to $300,669 for the period ended December 31, 2021. The Company requires the continued infusion of new capital to continue business operations. The Company has recorded losses since inception.

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 and outstanding debt

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 169,483 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.

During the year ending December 31, 2022, the Company continued with the Regulation CF raise and sold 1,274 shares of common stock for gross proceeds of $675.

During the six months ending June 30, 2022, the Company opened up a Regulation A raise and 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.

During the year ending December 31, 2022, the Company continued with the Regulation A raise and sold a total of 1,283,378 shares of common stock for gross proceeds of $1,894,930. This included 1,199,323 shares that were issued at $1.58/share. There were an additional 84,055 bonus shares that were issued to certain investors as a part of that raise. There were $343,791 in net fees related to the fundraise. Of the gross proceeds, there was $106,147 placed in escrow to be distributed to the Company subsequent to year end.

During the six months ending June 30, 2023, the Company continued with the Regulation A raise and sold an additional 1,372,232 shares of common stock for gross proceeds of $2,022,650. There were $303,402 in net fees related to the fundraise. Of the gross proceeds, there was $113,500 placed in escrow to be distributed to the Company. The total escrow balance as of June 30, 2023 was $219,647.

In December of 2022 Company’s CEO returned 387,451 shares valued at $1.58 per share for a total valuation of $612,173.

Investments

During the year ending December 31, 2021 the Company invested in equity securities comprised of mutual funds and individual Company stocks 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 $4,547 in 14 companies via crowd funding. During the year ending December 31, 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. During the year, the Company recorded a loss on one of the investments in the amount of $406. The balance of the equity investments as of June 30, 2023 and December 31, 2022 was $5,674 and $5,851, respectively.

During the six months 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 six months ending June 30, 2023, the Company reinvested $375 of dividends into investments. During the period ending June 30, 2023, the Company had unrealized gains of $104,415.

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. During the year ended December 31, 2022, the CEO paid back $34,375 in cash and the remaining balance of $65,625 was settled via share return. As of December 31, 2022 the outstanding balance was $0.

Additionally, during the years ended December 31, 2022 and 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 $351,978 as of December 31, 2021. There were additional advances of $130,566 were incurred during the year ended December 31, 2022. In December of 2022, the CEO settled the balance of $482,544 via a share return. As of December 31, 2022 the outstanding balance was $0.

As discussed above, the CEO returned 387,451 shares, valued at $1.58 per share for a total value of $612,173. In addition to the share return settling the above related party receivables, it resulted in an amount owing to the CEO of $64,004 and is recorded as a related party payable as of December 31, 2022. The balance increased by $104 in the six months ending June 30, 2023 for a balance of $64,108.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company sustained a net loss of $1,081,636 and had negative operating cash flows for the six months ended June 30, 2023. As of June 30, 2023, the Company had an accumulated deficit of $5,590,852 and limited liquid assets with $658,467 of cash. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company sustained a net loss of $2,573,421 and had negative operating cash flows for the year ended December 31, 2022. As of December 31, 2022, the Company had an accumulated deficit of $4,509,216 and limited liquid assets with $306,950 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.

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:

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.

In current market conditions, we believe that WiGL is poised to be a leader in the wireless charging market. As noted above, as of June 30, 2023, the Company has completed all phases of its contract with the Department of Defense. And as a result, WiGL was awarded an additional 2-year contract to continue to fine-tune WiGl offerings for the DoD. We believe this, as long with our other activities, demonstrates the viability of WiGL as a technology, and as a product. The next phase of our development will include the following:

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets out the Company’s officers and directors as of February 21, 2024. All of the officers and directors work with the Company on a full-time basis.

Dr. Ahmad Glover: Founder, CEO and Director

Dr. Glover serves as the President and founder of WiGL Inc and interim CEO. He is the CEO of Glover 38th St Holdings, LLC since April 2012. Dr. Glover has successfully directed and managed large-scale energy transfer programs for the U.S. military since 1988 until present. He served as a strategic technical advisor for the Federal Aviation Administration, numerous municipal governments, and private industry companies. Dr. Glover served 23 years in the U.S. Air Force, from 1988 to 2011 where he led high-tech acquisitions programs overseeing multi-billion-dollar space and special operations programs. He successfully helped create numerous start-ups and spin off for the Air Force. After retirement, he successfully positioned companies such as CPS Professional Services for acquisition in 2014.

Cherif Chibane: Contracted Chief Technology Officer (CTO)

Mr. Chibane serves as the lead scientist and technology officer since April 2020 and contracted CTO (as needed) since 2023. He is currently Chief Technology Officer for Aurostech since April 2018. Mr. Chibane is a world-renowned scholar and noted expert with our 30+ years’ experience in the of radio frequency energy transfer beginning in March 1983 as a engineer at Tech Labs. As an executive, Mr. Chibane has successfully managed high-tech programs at Draper Laboratories from July 2010 to January 2014, Massachusetts Institute of Technology (MIT) from February 2014 to April 2018 BAE Systems from February 2002 to July 2010, and AuresTech from April 2018 to present. Mr. Chibane assisted in the development of WiGL and knows the technology and its scope. He’s successfully positioned numerous start-ups for acquisition.

Marie Wise: Chief Innovation and Partnering

Mrs. Wise serves as the lead business development officer since April 2020. As director, Mrs. Wise has 20+ years of experience in Business Development for the Semiconductor Industry from April 2002 starting with Fujikin of America to April 2018 with Materion Corporation. Mrs. Wise assisted in the development of the WiGL strategic plan and knows how to identify new development opportunities and implement innovative growth- related initiatives.

Craig Baker: Chief Operating Officer

Mr. Baker has served as the Chief Operating Officer since June 2021. Mr. Baker leads WiGL’s development of products and commercial needs for the Department of Defense. Mr. Baker retired from the United States Air Force with the rank of Brigadier General in 2021. His career spanned three decades and six continents, from 1992 to 2021. While serving as a member of the United States Air Force he realized the importance of openness to new technology in maintaining the Air Force’s battlefield superiority in the world.

Al Anderson: Chief Technology Officer eNERGY Division

Mr. Anderson has served as Chief Technology Officer of the eNERGY Division since June 2023. He is the Co-Inventor of WiGL eNERGY. Since October 1997 he has been self-employed as an engineering specialist with a focus on the oil, gas and refinery industries. Mr. Anderson holds over 15 patents in energy and consumer products.

Dave Noah: COO and Chief Development Officer for eNERGY Division

Mr. Noah has served as COO and Chief Development Officer for eNERGY Division since June 2023. He is also currently the President and CEO of at Lean Industries a role he has held since August 2020. From September 2019 until August 2020 Mr. Noah served as Vice President of Operations at Lean Industries. From August 2013 until August 2019 Mr. Noah served as Program director at the United States Air Force. During this period of time at the United States Air Form he was the Director of Combat Operations and Warfighter Research Programs for FastJet (Fighter) initiatives within the Air Force Research Laboratory.

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended December 31, 2023, the Company compensated its three highest paid directors and executive officers as follows:

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table displays, as of this Offering Circular the voting securities beneficially owned by (1) any individual director or officer who beneficially owns more than 10% of any class of the Company’s capital stock, (2) all executive officers and directors as a group and (3) any other holder who beneficially owns more than 10% of any class of the Company’s capital stock:

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

Dr. Ahmad Glover: Beneficial owner, Founder and acting CEO

Glover 38th St Holdings, LLC: Dr. Ahmad Glover is the controlling shareholder of G38

RCG Holdings, LLC (“RCG Holdings”) and Robert Rickard

SECURITIES BEING OFFERED

General

The Company is offering Common Stock to investors in this offering. As such, under this Offering Statement, of which this Offering Circular is part, the Company is qualifying up to 12,658,228 shares of Common Stock, plus up to 3,797,468 shares of Common Stock to be issued as Bonus Shares, and up to 253,165 shares of Common Stock to be issued to StartEngine Primary, LLC as commission.

The following description summarizes important terms of the Company’s capital stock. This summary does not purports to be complete and is qualified in its entirety by the provisions of the Certificate of Amendment to the Articles of Incorporation, the Articles of Incorporation and its Bylaws, Certificate of Amendment to the Bylaws and the Certificate of Amendment to the Bylaws dated November 19, 2021, copies of which will be filed as Exhibits to the Offering Statement of which this Offering Circular is a part. For a complete description of WiGL’s capital stock, you should refer to its Certificate of Amendment to the Articles of Incorporation, the Articles of Incorporation and its Bylaws, Certificate of Amendment to the Bylaws, the Certificate of Amendment to the Bylaws dated November 19, 2021 and applicable provisions of the Virginia Corporation Law.

Immediately following the completion of this offering, WiGL’s authorized capital stock will consist of 500,000,000 shares of Common Stock, no par value per share.

As of February 21, 2024, the outstanding shares of WiGL included:

Common Stock

The Company has authorized 500,000,000 shares of Common Stock. As of February 21, 2024, 97,267,251 shares of Common Stock are outstanding.

Voting Rights

Each holder of Common Stock has the right to one vote per share of Common Stock and be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law. The full subscription agreement appears as Exhibit 4 to the Offering Statement of which this Offering Circular forms a part.

Election of Directors

Elections of directors don’t need to be by written ballot unless the Bylaws of the Corporation shall so provide.

Dividend Rights

Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, on a pari passu basis, when and as declared by the Board of Directors, out of any assets of the Company legally available therefor, such dividends as may be declared from time to time by the Board of Directors; provided, however, that in the event that such dividends are paid in the form of shares of Common Stock or rights to acquire Common Stock, the holders of shares of Common Stock shall receive shares of Common Stock or rights to acquire shares of Common Stock, as the case may be.

Liquidation Rights

In the event of any Liquidation Event, whether voluntary or involuntary, the entire assets and funds of the Corporation legally available for distribution will be distributed among the holders of the Common Stock pro rata based on the number of shares of Common Stock held by each.

Other Rights

The Common Stock is redeemable by any holder thereof.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

The Company will be required to make annual and semi-annual filings with the SEC. The Company will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. The Company will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. The Company will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors, or certain types of capital-raising. The Company will be required to keep making these reports unless it files a Form 1-Z to exit the reporting system, which it will only be able to do if it has less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, the Company will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the Company’s recent financial statements.

The Company may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

Relaxed Ongoing Reporting Requirements

If the Company becomes a public reporting Company in the future, it will be required to publicly report on an ongoing basis as an “emerging growth Company” (as defined in the Jumpstart Our Business Startups Act of 2012, which the Company refers to as the JOBS Act) under the reporting rules set forth under the Exchange Act. For so long as the Company remains an “emerging growth company,” the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies,” including but not limited to:

If the Company becomes a public reporting company in the future, the Company expects to take advantage of these reporting exemptions until it is no longer an emerging growth Company. The Company would remain an “emerging growth company” for up to five years, although if the market value of its Common Stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time, the Company would cease to be an “emerging growth company” as of the following December 31.

If the Company does not become a public reporting company under the Exchange Act for any reason, the Company will be required to publicly report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for “emerging growth companies” under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semi-annual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of the issuer’s fiscal year, and semi-annual reports are due within 90 calendar days after the end of the first six months of the issuer’s fiscal year.

In either case, the Company will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not “emerging growth companies,” and its shareholders could receive less information than they might expect to receive from more mature public companies.

Wireless Electrical GRID LAN, WiGL Inc.

A Virginia Corporation

Financial Statements (Unaudited)

June 30, 2023

Wireless Electrical GRID LAN, WiGL Inc.

FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2023

Table of Contents

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.

BALANCE SHEETS

June 30, 2023 and December 31, 2022

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.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.

STATEMENTS OF OPERATIONS

For the six months ending June 30, 2023 and 2022 (Unaudited)

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.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

For the six months ending June 30, 2023 and 2022 (Unaudited)

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.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.

STATEMENTS OF CASH FLOWS

For the six months ending June 30, 2023 and 2022 (Unaudited)

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.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

NOTE 1 – NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Wireless Electrical Grid LAN, WiGL Inc. (“the Company”, “we”, ‘our”, or “us”) 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:

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

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. During the six months ending June 30, 2023, the Company earned an additional $200,000 on the contract.

In November of 2022, the Company entered into a contract that included two phases for a total contract amount of $74,999. For the year ending December 31, 2022, the Company completed the first phase for revenue earned of $29,999. The remaining phase of the contract was completed in January of 2023 for $45,000.

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, 2023, the Company has not yet commenced planned principal operations nor generated enough revenue to support operations. 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.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 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:

All financial instruments on the balance sheets approximate their fair value other than those noted below.

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, 2023 and December 31, 2022, 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, 2023 and December 31, 2022, there was $408,467 and $53,915 in cash that exceeded federal insured limits, respectively. No losses have been recognized as a result of these excess amounts.

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 six months and year ended June 30, 2023 and December 31, 2022, the Company determined no such impairment charge was necessary. The Company had $3,911 of inventory as of June 30, 2023 and December 31, 2022, and was comprised of raw materials.

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

Property and Equipment

Property and equipment are 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 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, 2023 and December 31, 2022.

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, 2023 and December 31, 2022.

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 $252,676 and $147,709 at June 30, 2023 and December 31, 2022, respectively. All subsequent changes in fair values recorded in the statement of operations under other income (expense).

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 $5,674 and $5,851 at June 30, 2023 and December 31, 2022, 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.

Advertising Costs

The Company’s advertising costs are expensed as incurred. During the six months ending June 30, 2023 and 2022, the Company incurred $53,122 and $74,335 in advertising costs, respectively, recorded under the heading ‘Advertising and marketing’ in the statements of operations.

Research and Development Costs

Research and development costs, including salaries, research material, and administrative costs, are expensed as incurred.

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

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.

Leases

On January 1, 2022, the Company adopted ASC 842, Leases, as amended, which supersedes the lease accounting guidance under Topic 840, and generally requires lessees to recognize operating and finance lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from lease arrangements. The Company adopted the new guidance using a modified retrospective method. Under this method, the Company elected to apply the new accounting standard only to the most recent period presented, recognizing the cumulative effect of the accounting change, if any, as an adjustment to the beginning balance of retained earnings. Accordingly, prior periods have not been recast to reflect the new accounting standard. The cumulative effect of applying the provisions of ASC 842 had no material impact on accumulated deficit.

The Company elected transitional practical expedients for existing leases which eliminated the requirements to reassess existing lease classification, initial direct costs, and whether contracts contain leases. Also, the Company elected to present the payments associated with short-term leases as an expense in statements of operations. Short-term leases are leases with a lease term of 12 months or less. The adoption of ASC 842 had no impact on the Company’s balance sheet as of January 1, 2022 and for the year ended December 31, 2022 and six months ending June 30, 2023 since its lease is short-term in nature.

Recent Accounting Pronouncements

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. Management believes that the adoption of ASU 2017-04 will have no impact on the Company’s financial statements and disclosures.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’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.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020- 06”). ASU 2020-06 simplifies the accounting for convertible instruments, the accounting for contracts in an entity’s own equity, and the related earnings per share calculations. The new standard is effective for fiscal years beginning after December 15, 2023. Management does not expect the adoption of ASU 2020-06 to have a material impact on the Company’s financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company has adopted the standard and the adoption of such had no impact on the Company’s financial statements.

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.

Subsequent Events

The Company has evaluated subsequent events through September 14, 2023, the date these financial statements were available to be issued and noted no material subsequent events for disclosure.

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 $1,081,636 and had negative operating cash flows for the six months ended June 30, 2023. As of June 30, 2023, the Company had an accumulated deficit of $5,590,852 and limited liquid assets with $658,467 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.

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

NOTE 3 – INTANGIBLE ASSETS

Intangible assets consist of the following at June 30, 2023 and December 31, 2022:

As of June 30, 2023, the Company has been issued seven patents all of which have been assigned the useful life of the patent and are being amortized. The Patents issued totaled $157,654 and $85,753 as of June 30, 2023 and December 31, 2022, respectively. There was amortization expense of $3,824 and $1,219 for the six months ending June 30, 2023 and 2022, 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, 2023 and December 31, 2022:

Depreciation expense for the six months ended June 30, 2023 and 2022, was $7,038 and $15,301, respectively.

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

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. During the year ended December 31, 2022, the CEO paid back $34,375 in cash and the remaining balance of $65,625 was settled via share return. As of December 31, 2022 the outstanding balance was $0.

Additionally, during the years ended December 31, 2022 and 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 $351,978 as of December 31, 2021. There were additional advances of $130,566 were incurred during the year ended December 31, 2022. In December of 2022, the CEO settled the balance of $482,544 via a share return. As of December 31, 2022 the outstanding balance was $0.

As discussed above, the CEO returned 387,451 shares, valued at $1.58 per share for a total value of $612,173. In addition to the share return settling the above related party receivables, it resulted in an amount owing to the CEO of $64,004 and is recorded as a related party payable as of December 31, 2022. The balance increased by $104 in the six months ending June 30, 2023 for a balance of $64,108.

NOTE 6 – INVESTMENTS

During the year ending December 31, 2021 the Company invested in equity securities comprised of mutual funds and individual company stocks 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 six months 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 six months ending June 30, 2023, the Company reinvested $375 of dividends into investments. During the period ending June 30, 2023, the Company had unrealized gains of $104,415.

During the year ending December 31, 2021, the Company invested $4,547 in 14 companies via crowd funding. During the year ending December 31, 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. During the year, the Company recorded a loss on one of the investments in the amount of $406. The balance of the equity investments as of June 30, 2023 and December 31, 2022 was $5,674 and $5,851, respectively.

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

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 2020.

The Company currently has a tax net operating loss carryforwards of approximately $6,300,000 for which it may receive future tax benefits. However, as of June 30, 2023 and December 31, 2022, 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 $1,629,765 and the valuation allowance is $1,629,765 which nets to a deferred tax asset of $0 as of June 30, 2023 and December 31, 2022, resulting in an effective tax rate of 0%. The change in valuation during the six months ending June 30, 2023 was $386,416.

The components of the Company’s deferred tax assets are as follows:

See accompanying financial statements.

WIRELESS ELECTRICAL GRID LAN, WiGL, INC.
NOTES TO THE FINANCIAL STATEMENTS
As of June 30, 2023 (Unaudited) and December 31, 2022 and for the six months ending June 30, 2023 and 2022 (Unaudited)

NOTE 8 – COMMON STOCK

The Company has authorized 500,000,000 shares of no par value common stock. As of June 30, 2023 and December 31, 2022, there was 95,271,428 and 93,899,196 shares of common stock issued and outstanding, respectively.

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.

During the year ending December 31, 2022, the Company continued with the Regulation CF raise and sold 1,274 shares of common stock for gross proceeds of $675.

During the six months ending June 30, 2022, the Company opened up a Regulation A raise and 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.

During the year ending December 31, 2022, the Company continued with the Regulation A raise and sold a total of 1,283,378 shares of common stock for gross proceeds of $1,894,930. This included 1,199,323 shares that were issued at $1.58/share. There were an additional 84,055 bonus shares that were issued to certain investors as a part of that raise. There were $343,791 in net fees related to the fundraise. Of the gross proceeds, there was $106,147 placed in escrow to be distributed to the Company subsequent to year end.

During the six months ending June 30, 2023, the Company continued with the Regulation A raise and sold an additional 1,372,232 shares of common stock for gross proceeds of $2,022,650. There were $303,402 in net fees related to the fundraise. Of the gross proceeds, there was $113,500placed in escrow to be distributed to the Company. The total escrow balance as of June 30, 2023 was $219,647.

As discussed in NOTE 5 – RELATED PARTY TRANSACTIONS, the Company’s CEO returned 387,451 shares valued at $1.58 per share for a total valuation of $612,173.

NOTE 9 – OTHER INCOME

During the six months ending June 30, 2023, the Company received $100,000 in from the IRS for an Employee Retention Credit (ERC) and was recorded as other income on the Statement of Operations. The refundable tax credit is for businesses and tax-exempt organizations that had employees and were affected during the COVID-19 pandemic.

See accompanying financial statements.

Wireless Electrical GRID LAN, WiGL Inc.

A Virginia Corporation

Financial Statements

December 31, 2022

Wireless Electrical GRID LAN, WiGL Inc.

FINANCIAL STATEMENTS

December 31, 2022

Table of Contents

Financial Statements

To the Board of Directors of

Wireless Electrical Grid LAN, WiGL Inc. Hampton, Virginia

INDEPENDENT AUDITOR’S REPORT

Opinion

We have audited the accompanying financial statements of Wireless Electrical Grid LAN, WiGL Inc. (the “Company”) which comprise the balance sheets as of December 31, 2022 and 2021, and the related statements of operations, stockholder’s equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the for the years then ended, in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the financial statements, the Company sustained net losses of $2,573,421 and $1,859,309 and had negative operating cash flows for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had an accumulated deficit of $4,509,216 and limited liquid assets with $306,950 of cash. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

/s/ Artesian CPA, LLC

Denver, Colorado

March 2, 2023

Wireless Electrical Grid LAN, WiGL, Inc.

BALANCE SHEETS

December 31, 2022 and 2021