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, 2008
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)
14205 SE 36th Street
Suite 100, # 172
Bellevue, WA 98006
(Address of principal executive offices, including zip code.)
(425) 675-4242
(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 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 April 30, 2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended April 30, 2008,
prepared by the company, immediately follow.
2
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM BALANCE SHEETS
April 30, 2008 and October 31, 2007
(Stated in US Dollars)
(Unaudited)
April 30, October 31,
2008 2007
-------- --------
ASSETS
Current
Cash $ 3,339 $ 199
======== ========
LIABILITIES
Current
Accounts payable and accrued liabilities $ 9,103 $ 6,064
Advances payable 6,568 6,568
-------- --------
15,671 12,632
-------- --------
SHAREHOLDERS' DEFICIENCY
Common stock, $0.001 par value Authorized:
50,000,000 shares
Issued and outstanding:
1,950,000 shares (October 31, 2007: 1,850,000) 1,950 1,850
Additional paid-in capital 69,550 49,650
Subscription receivable (4,000) --
Deficit accumulated during the development stage (79,832) (63,933)
-------- --------
(12,332) (12,433)
-------- --------
$ 3,339 $ 199
======== ========
SEE ACCOMPANYING NOTES
3
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three and six months ended April 30, 2008 and 2007 and
for the period February 14, 2003 (Date of Inception) to April 30, 2008
(Stated in US Dollars)
(Unaudited)
February 14, 2003
(Date of
Three months ended Six months ended Inception) to
April 30, April 30, April 30,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
(Cumulative)
Income $ -- $ -- $ -- $ -- $ 11,412
---------- ---------- ---------- ---------- ----------
Expenses
Accounting and audit fees 12,519 1,500 12,519 2,413 39,142
Bank charges 61 66 105 109 874
Communications - Note 3 -- -- -- -- 4,373
Consulting fees -- -- -- -- 12,125
Filing fees 2,255 1,334 2,255 1,334 6,531
Foreign exchange -- -- -- -- 649
Legal fees 250 -- 250 -- 2,250
Office and miscellaneous - Note 3 220 -- 220 -- 5,960
Rent - Note 3 110 -- 550 -- 10,966
Website costs -- -- -- -- 5,124
Write-down of prepaid expense -- -- -- -- 3,250
---------- ---------- ---------- ---------- ----------
15,415 2,900 15,899 3,856 91,244
---------- ---------- ---------- ---------- ----------
Net loss for the period $ (15,415) $ (2,900) $ (15,899) $ (3,856) $ (79,832)
========== ========== ========== ========== ==========
Basic and diluted loss per share $ (0.01) $ (0.00) $ (0.01) $ (0.00)
========== ========== ========== ==========
Weighted average number of shares
outstanding 1,950,000 1,742,696 1,900,000 1,720,995
========== ========== ========== ==========
SEE ACCOMPANYING NOTES
4
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the six months ended April 30, 2008 and 2007 and
for the period February 14, 2003 (Date of Inception) to April 30, 2008
(Stated in US Dollars)
(Unaudited)
February 14, 2003
(Date of
Six months ended Inception) to
April 30, October 31,
2008 2007 2007
-------- -------- --------
(Cumulative)
Cash Flows from Operating Activities
Net loss for the period $(15,899 $ (3,856) $(79,832)
Changes in non-cash working capital balances
related to operations:
Accounts payable and accrued liabilities 3,039 (2,587) 9,103
Advances payable -- (60) 6,568
-------- -------- --------
Net cash used in operating activities (12,860) (6,503) (64,161)
-------- -------- --------
Cash Flows from Financing Activity
Shares issued for cash 16,000 10,000 67,500
-------- -------- --------
Net cash provided by financing activity 16,000 10,000 67,500
-------- -------- --------
Increase in cash during the period 3,140 3,497 3,339
Cash, beginning of the period 199 64 --
-------- -------- --------
Cash, end of the period $ 3,339 $ 3,561 $ 3,339
======== ======== ========
Non-cash Transaction - Note 4
SEE ACCOMPANYING NOTES
5
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period February 14, 2003 (Date of Inception) to April 30, 2008
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Subscription Development
Number Par Value Capital Receivable Stage Total
------ --------- ------- ---------- ----- -----
Capital stock subscribed pursuant
to subscription agreement, for
cash - at $0.0025 1,000,000 $ 1,000 $ 1,500 $ -- $ -- $ 2,500
Pursuant to an offering memorandum
for cash - at $0.05 700,000 700 34,300 -- -- 35,000
Less: share issue costs -- -- (1,000) -- -- (1,000)
Net loss for the period -- -- -- -- (4,597) (4,597)
--------- ------- -------- --------- --------- ---------
Balance, October 31, 2003 1,700,000 1,700 34,800 -- (4,597) 31,903
Net loss for the year -- -- -- -- (22,399) (22,399)
--------- ------- -------- --------- --------- ---------
Balance, October 31, 2004 1,700,000 1,700 34,800 -- (26,996) 9,504
Net loss for the year -- -- -- -- (16,897) (16,897)
--------- ------- -------- --------- --------- ---------
Balance, October 31, 2005 1,700,000 1,700 34,800 -- (43,893) (7,393)
Net loss for the year -- -- -- -- (9,171) (9,171)
--------- ------- -------- --------- --------- ---------
Balance, October 31, 2006 1,700,000 1,700 34,800 -- (53,064) (16,564)
Capital stock subscribed pursuant
to subscription agreement, for
cash - at $0.10 150,000 150 14,850 -- -- 15,000
Net loss for the year -- -- -- -- (10,869) (10,869)
--------- ------- -------- --------- --------- ---------
...cont'd
SEE ACCOMPANYING NOTES
6
Continued
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period February 14, 2003 (Date of Inception) to April 30, 2008
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Subscription Development
Number Par Value Capital Receivable Stage Total
------ --------- ------- ---------- ----- -----
Balance, October 31, 2007 1,850,000 $ 1,850 $ 49,650 $ -- $ (63,933) $ (12,433)
Capital stock subscribed pursuant
to subscription agreement for
cash - at $0.20 100,000 100 19,900 -- -- 20,000
Subscription receivable -- -- -- (4,000)
Net loss for the period -- -- -- -- (15,899) (15,899)
--------- ------- -------- -------- --------- ---------
Balance, April 30, 2008 1,950,000 $ 1,950 $ 69,550 $ (4,000) $ (79,832) $ (12,332)
========= ======= ======== ======== ========= =========
SEE ACCOMPANYING NOTES
7
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
April 30, 2008
(Stated in US Dollars)
(Unaudited)
Note 1 INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been
prepared by Wired Associates Solutions Inc. (the "Company") pursuant to
the rules and regulations of the United States Securities and Exchange
Commission. Certain information and disclosures normally included in
annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. In the
opinion of management, all adjustments and disclosures necessary for a
fair presentation of these financial statements have been included. Such
adjustments consist of normal recurring adjustments. These interim
financial statements should be read in conjunction with the audited
financial statements of the Company for the fiscal year ended October 31,
2007, as filed with the United States Securities and Exchange Commission.
The results of operations for the six months ended April 30, 2008 are not
necessarily indicative of the results that can be expected for the year
ending October 31, 2008.
Note 2 CONTINUANCE OF OPERATIONS
The financial statements have been prepared using generally accepted
accounting principles in the United States of America applicable for a
going concern which assumes that the Company will realize its assets and
discharge its liabilities in the ordinary course of business. At April,
2008, the Company had not yet achieved profitable operations, has
accumulated losses of $79,832 since its inception, has a working capital
deficiency of $12,332 and expects to incur further losses in the
development of its business, all of which casts substantial doubt about
its ability to continue as a going concern. . The Company's ability to
continue as a going concern is dependent upon the ability of the Company
to generate profitable operations in the future and/or to obtain the
necessary financing to meet its obligations and pay 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 if
additional funding is going to be available.
8
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
April 30, 2008
(Stated in US Dollars)
(Unaudited)
Note 3 RELATED PARTY TRANSACTIONS
The Company has incurred the following transactions with a company with a
common director:
February 14, 2003
(Date of
Incorporation)
Three months ended Six months ended to
April 30, April 30, April 30,
2008 2007 2008 2007 2008
-------- -------- -------- -------- --------
Communications $ -- $ -- $ -- $ -- $ 2,240
Office and miscellaneous -- -- -- -- 3,410
Rent -- -- -- -- 9,200
-------- -------- -------- -------- --------
$ -- $ -- $ -- $ -- $ 14,850
======== ======== ======== ======== ========
Note 4 NON-CASH TRANSACTIONS
Investing and financing activities that do not have direct impact on
current cash flows are excluded from the statements of cash flows. During
the six months ended April 30, 2008, the Company issued 100,000 common
shares at $0.20 per share of which $4,000 was receivable from the
subscriber at April 30, 2008.
This transaction has been excluded from the statements of cash flows.
9
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 $91,244
in expenses through April 30, 2008.
The following table provides selected financial data about our company for the
three months ended April 30, 2008.
Balance Sheet Data: 4/30/08
------------------- -------
Cash $ 3,339
Total assets $ 3,339
Total liabilities $ 15,671
Shareholders' equity $(12,332)
For the three months ended April 30, 2008 and 2007, respectively, we had $15,415
and $2,900 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 Securities and Exchange Commission, issuing 100,000 shares of
common stock at $0.20 per share for $20,000. At April 30, 2008 $4,000 was
receivable from the subscribers.
10
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at April 30, 2008 was $3,339, with $15,671 in outstanding
liabilities. Of the outstanding liabilities there is $6,568 in advances payable
to our director. The amount is non-interest bearing with no specific terms of
repayment. If we experience a shortfall of cash our director has agreed to loan
us additional funds for operating expenses, however he has no legal obligation
to do so. Total expenditures over the next 12 months are expected to be
approximately $20,000. We are a development stage company and have generated
$11,412 revenue since inception to April 30, 2008.
PLAN OF OPERATION
We will be focusing our efforts on new website and software technologies,
including Web 2.0. We will concentrate on providing easy to maintain websites,
via site CMS tools, managed by Wired Associates (or the client), as opposed to
the need for traditional investment in site development tools and technologies
(HTML, ASP, .Net, etc.). In addition to our ongoing B2B
partnerships/relationships we plan to market our services by participation in
seminars, presentations, at local tradeshows and online. We plan to do extensive
web optimization of our website, to increase our marketing presence online. We
will also be developing our budget and planning for the coming year.
We have reached an agreement, based on performance, with Diamond Laboratories of
Vancouver, BC. (formerly Bella Labs) to manage their internet website along with
the marketing of their full line of topical itch creams. We have also agreed to
an advisory position on the marketing of their line of products. Our advisory
role will consist of bringing together our B2B contacts from our network and
also help direct the management team with important and useful contacts that
will help in the sales of their products and providing solutions to increase
sales. Revenues will be based upon the performance of the website and marketing
strategy. We will receive a 2% commission on their net sales.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
ITEM 4. 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
11
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms relating to our
company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
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 16, 2008.
Wired Associates Solutions Inc.
/s/ Scott Delbeck
- ----------------------------------------
By: Scott Delbeck
(Principal Executive Officer & Director)
/s/ Roy Brown
- ----------------------------------------
Roy Brown
(Principal Financial Officer,
Principal Accounting Officer & Director)
12