Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2011
Commission file number 333-142324
WIRED ASSOCIATES SOLUTIONS INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
711 South Carson St., Suite 4
Carson City, NV 89701
(Address of principal executive offices, including zip code)
(888) 991-3336
(Telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,950,000 shares as of June 8, 2011
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended April 30, 2011,
prepared by the company, immediately follow.
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WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Balance Sheets
--------------------------------------------------------------------------------
As of As of
April 30, October 31,
2011 2010
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ -- $ --
-------- --------
TOTAL CURRENT ASSETS -- --
-------- --------
TOTAL ASSETS $ -- $ --
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 10,212 $ 8,752
Advances payable 29,809 25,819
-------- --------
TOTAL CURRENT LIABILITIES 40,021 34,571
-------- --------
TOTAL LIABILITIES 40,021 34,571
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 50,000,000 shares
authorized; 1,950,000 shares issued and outstanding
as of April 30, 2011 and October 31, 2010 1,950 1,950
Additional paid-in capital 69,550 69,550
Deficit accumulated during development stage (111,521) (106,071)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (40,021) (34,571)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ --
======== ========
See Notes to Financial Statements
3
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Statements of Operations (Unaudited)
--------------------------------------------------------------------------------
February 14, 2003
Three Months Three Months Six Months Six Months (inception)
ended ended ended ended through
April 30, April 30, April 30, April 30, April 30,
2011 2010 2011 2010 2011
---------- ---------- ---------- ---------- ----------
REVENUES
Income $ -- $ -- $ -- $ -- $ 11,412
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- -- 11,412
OPERATING EXPENSES
Accounting and audit fees 1,500 1,500 4,500 4,500 61,906
Bank charges -- -- -- -- 941
Communications -- -- -- -- 4,373
Consulting fees 320 1,431 950 1,431 17,186
Filing fees -- -- -- -- 7,288
Foreign exchange -- -- -- -- 649
Legal fees -- -- -- -- 2,000
Office and miscellaneous -- -- -- -- 8,148
Rent -- -- -- -- 12,066
Website costs -- -- -- -- 5,124
Write-down of prepaid expense -- -- -- -- 3,250
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES 1,820 2,931 5,450 5,931 122,931
OTHER EXPENSES
Interest paid -- -- -- -- 2
---------- ---------- ---------- ---------- ----------
TOTAL OTHER EXPENSES -- -- -- -- 2
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (1,820) $ (2,931) $ (5,450) $ (5,931) $ (111,521)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00 $ 0.00 $ 0.00
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,950,000 1,950,000 1,950,000 1,950,000
========== ========== ========== ==========
See Notes to Financial Statements
4
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
--------------------------------------------------------------------------------
February 14, 2003
Six Months Six Months (inception)
ended ended through
April 30, April 30, April 30,
2011 2010 2011
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (5,450) $ (5,931) $ (111,521)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities 1,460 (1,860) 10,212
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (3,990) (7,791) (101,309)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
---------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Advances payable 3,990 7,791 29,809
Issuance of common stock -- -- 71,500
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 3,990 7,791 101,309
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH -- -- --
CASH AT BEGINNING OF PERIOD -- -- --
---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ -- $ --
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
April 30, 2011
--------------------------------------------------------------------------------
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Wired Associates Solutions Inc. (the Company) was incorporated under the laws of
the State of Nevada on February 14, 2003. The Company was formed as a
multimedia/marketing company that specializes in the design and creation of
effective marketing products and services, primarily internet based.
The Company is in the development stage. Due to the lack of results in its
attempt to implement its original business plan, management determined it was in
the best interests of the shareholders to look for other potential business
opportunities that might be available to the Company.
Management has begun the process of analyzing the various alternatives that may
be available to ensure the survival of the company and to preserve its
shareholder's investment.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected an October 31 year-end.
B. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure 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. In accordance with ASC No. 250
all adjustments are normal and recurring.
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WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
April 30, 2011
--------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with ASC No. 740, Accounting for Income
Taxes. A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expense (benefit) results from the net change during
the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
F. REVENUE
The Company records revenue on the accrual basis when all goods and services
have been performed and delivered, the amounts are readily determinable, and
collection is reasonably assured. The Company has not generated any revenue
since its inception.
G. ADVERTISING
The Company will expense its advertising when incurred. There has been no
advertising since inception.
H. RECENT ACCOUNTING PRONOUNCEMENTS
The Company has evaluated all the recent accounting pronouncements through the
date the financial statements were issued and filed with the Securities and
Exchange Commission and believe that none of them will have a material effect on
the Company's financial statements.
NOTE 3. GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which assumes that
the Company will be able to meet its obligations and continue its operations for
its next fiscal year. Realization values may be substantially different from
carrying values as shown and these financial statements do not give effect to
adjustments that would be necessary to the carrying values and classification of
assets and liabilities should the Company be unable to continue as a going
concern. At April 30, 2011, the Company had not yet achieved profitable
operations, has accumulated losses of $111,521 since its inception, has a
working capital deficiency of $40,021 and expects to incur further losses in the
development of its business, all of which casts substantial doubt about the
Company's ability to continue as a going concern. The Company's ability to
continue as a going
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WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
April 30, 2011
--------------------------------------------------------------------------------
NOTE 3. GOING CONCERN (CONTINUED)
concern is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.
Management has no formal plan in place to address this concern but considers
that the Company will be able to obtain additional funds by equity financing
and/or related party advances, however there is no assurance of additional
funding being available.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
NOTE 5. INCOME TAXES
As of
April 30,
2011
--------
Deferred tax assets:
Net operating tax carryforwards $111,521
Tax Rate 34%
--------
Gross deferred tax assets 37,917
Valuation allowance (37,917)
--------
Net deferred tax assets $ 0
========
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 6. NET OPERATING LOSSES
As of April 30, 2011, the Company has a net operating loss carryforwards of
approximately $111,521. Net operating loss carryforward expires twenty years
from the date the loss was incurred.
NOTE 7. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with ASC
No. 505. Thus issuances shall be accounted for based on the fair value of the
consideration received. Transactions with employees' stock issuance are in
accordance with ASC No. 718. These issuances shall be accounted for based on the
fair value of the consideration received or the fair value of the equity
instruments issued, or whichever is more readily determinable.
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WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
April 30, 2011
--------------------------------------------------------------------------------
NOTE 7. STOCK TRANSACTIONS (CONTINUED)
On February 14, 2003 the Company issued a total of 1,000,000 shares of common
stock to two directors for cash in the amount of $0.0025 per share for a total
of $2,500.
During June 2003 the Company completed its Regulation "D" Rule 504 offering and
issued a total of 700,000 shares of common stock to twenty five unrelated
investors for cash in the amount of $0.05 per share for a total of $35,000.
On March 23, 2007 the Company issued a total of 100,000 shares of common stock
to a director for cash in the amount of $0.10 per share for a total of $10,000.
On June 15, 2007 the Company issued a total of 50,000 shares of common stock to
a director for cash in the amount of $0.10 per share for a total of $5,000.
On January 31, 2008 the Company completed its SB-2 offering and issued a total
of 100,000 shares of common stock to seven unrelated investors for cash in the
amount of $0.20 per share for a total of $20,000.
As of April 30, 2011 the Company had 1,950,000 shares of common stock issued and
outstanding.
NOTE 8. RELATED PARTY TRANSACTIONS
At of April 30, 2011, a loan payable in the amount of $29,809 was due Jacqueline
Winwood (a director) of which the loan is non-interest bearing with no specific
repayment terms. The funds were advanced on behalf of the Company to pay
outstanding invoices.
Jacqueline Winwood, the sole officer and director of the Company may, in the
future, become involved in other business opportunities as they become
available, thus she may face a conflict in selecting between the Company and his
other business opportunities. The Company has not formulated a policy for the
resolution of such conflicts.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of April 30, 2011:
Common stock, $ 0.001 par value: 50,000,000 shares authorized; 1,950,000 shares
issued and outstanding.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-Q that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-Q, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-Q
that are attributable to us, or persons acting on our behalf, are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
RESULTS OF OPERATIONS
We have generated $11,412 in revenues since inception and have incurred $122,931
in expenses through April 30, 2011.
The following table provides selected financial data about our company at April
30, 2011.
Balance Sheet Data: 4/30/11
------------------- -------
Cash $ 0
Total assets $ 0
Total liabilities $ 40,021
Shareholders' equity $(40,021)
For the three months ended April 30, 2011 and 2010, respectively, we had no
revenues and $1,820 and $2,931 in expenses.
We received our initial funding of $2,500 through the sale of common stock to
our officers and directors who purchased 1,000,000 shares of our common stock at
$0.0025 per share on February 14, 2003. During June 2003, we sold 700,000 common
shares at a per share price of $0.05 to 25 non-affiliated private investors for
proceeds of $35,000. On March 23, 2007 we sold 100,000 common shares at a per
share price of $0.10 to a director of the company for proceeds of $10,000. On
August 1, 2007 we issued 50,000 common stock shares at a per share price of
$0.10 to a director of the company for expenses he paid on behalf of the
company. During the three months ended January 31, 2008 we completed our
offering pursuant to a Registration Statement on Form SB-2 filed with the
10
Securities and Exchange Commission, issuing 100,000 shares of common stock at
$0.20 per share for $20,000.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at April 30, 2011 was $0 with $40,021 in outstanding
liabilities. Of the outstanding liabilities there is $29,809 in advances payable
to a director. The amount is non-interest bearing with no specific terms of
repayment. Total expenditures over the next 12 months are expected to be
approximately $10,000. We are a development stage company and have generated
$11,412 revenue since inception to April 30, 2011.
We cannot continually incur operating losses in the future and management has
decided that we can no longer continue with our business operations as detailed
in our original business plan because of a lack of revenues and available
financial resources.
PLAN OF OPERATION
We were incorporated in the State of Nevada in the United States of America on
February 14, 2003. We are a development stage company, whose original business
plan was web development, specializing in the design, creation and marketing of
cost effective Internet products. We have not had any significant development of
our business nor have we received any revenue since the year ended October 31,
2004. Due to the lack of results in our attempt to implement our original
business plan, management determined it was in the best interests of the
shareholders to look for other potential business opportunities that might be
available to the Company.
Our plan of operation for the next twelve months is for management to continue
the process of analyzing the various alternatives that may be available to
ensure the survival of the company and to preserve our shareholder's investment.
This may include additional sources of financing to continue in the website
development industry, or a change of business plan.
We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended April 30, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-142324, at the SEC
website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on June 8, 2011.
Wired Associates Solutions Inc.
/s/ Jacqueline Winwood
---------------------------------------
By: Jacqueline Winwood
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer & Director)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
dates stated.
/s/ Jacqueline Winwood
---------------------------------------
By: Jacqueline Winwood
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer & Director)
12
