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 JULY 31, 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 July 31, 2008
ITEM 1. FINANCIAL STATEMENTS
The un-audited financial statements for the quarter ended July 31, 2008,
prepared by the company, immediately follow.
2
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM BALANCE SHEETS
July 31, 2008 and October 31, 2007
(Stated in US Dollars)
(Unaudited)
July 31, October 31,
2008 2007
-------- --------
ASSETS
Current
Cash $ 1,860 $ 199
======== ========
LIABILITIES
Current
Accounts payable and accrued liabilities $ 3,586 $ 6,064
Advances payable 6,568 6,568
Loan payable 5,000 --
-------- --------
15,154 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
Deficit accumulated during the development stage (84,794) (63,933)
-------- --------
(13,294) (12,433)
-------- --------
$ 1,860 $ 199
======== ========
SEE ACCOMPANYING NOTES
3
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
For the three and nine months ended July 31, 2008 and 2007 and
for the period February 14, 2003 (Date of Inception) to July 31, 2008
(Stated in US Dollars)
(Unaudited)
February 14, 2003
(Date of
Three months ended Nine months ended Inception) to
July 31, July 31, July 31,
2008 2007 2008 2007 2008
---------- ---------- ---------- ---------- ----------
(Cumulative)
Income $ -- $ -- $ -- $ -- $ 11,412
---------- ---------- ---------- ---------- ----------
Expenses
Accounting and audit fees 3,066 2,481 15,585 4,894 42,208
Bank charges 28 24 133 133 902
Communications - Note 3 -- -- -- -- 4,373
Consulting fees -- -- -- -- 12,125
Filing fees 388 1,420 2,643 2,754 6,919
Foreign exchange -- -- -- -- 649
Legal fees -- 1,500 250 1,500 2,250
Office and miscellaneous - Note 3 1,150 -- 1,370 -- 7,110
Rent - Note 3 330 -- 880 -- 11,296
Website costs -- -- -- -- 5,124
Write-down of prepaid expense -- -- -- -- 3,250
---------- ---------- ---------- ---------- ----------
4,962 5,425 20,861 9,281 96,206
---------- ---------- ---------- ---------- ----------
Net loss for the period $ (4,962) $ (5,425) $ (20,861) $ (9,281) $ (84,794)
========== ========== ========== ========== ==========
Basic and diluted loss per share $ (0.00) $ (0.00 $ (0.01 $ (0.00)
========== ========== ========== ==========
Weighted average number of shares
outstanding 1,950,000 1,808,696 1,916,473 1,750,549
========== ========== ========== ==========
SEE ACCOMPANYING NOTES
4
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
For the nine months ended July 31, 2008 and 2007 and
for the period February 14, 2003 (Date of Inception) to July 31, 2008
(Stated in US Dollars)
(Unaudited)
February 14, 2003
(Date of
Nine months ended Inception) to
July 31, July 31,
2008 2007 2008
-------- -------- --------
(Cumulative)
Cash Flows from Operating Activities
Net loss for the period $(20,861) $ (9,281) $(84,794)
Changes in non-cash working capital balances
related to operations:
Accounts payable and accrued liabilities (2,478) (5,106) 3,586
Advances payable -- (60) 6,568
-------- -------- --------
Net cash used in operating activities (23,339) (14,447) (74,640)
-------- -------- --------
Cash Flows from Financing Activities
Shares issued for cash 20,000 15,000 71,500
Loan payable 5,000 -- 5,000
-------- -------- --------
Net cash provided by financing activity 25,000 10,000 76,500
-------- -------- --------
Increase in cash during the period 1,661 553 1,860
Cash, beginning of the period 199 64 --
-------- -------- --------
Cash, end of the period $ 1,860 $ 617 $ 1,860
======== ======== ========
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 July 31, 2008
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Development
Number Par Value Capital 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 July 31, 2008
(Stated in US Dollars)
(Unaudited)
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Development
Number Par Value Capital 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
Net loss for the period - - - (20,861) (20,861)
--------- ------- -------- --------- ---------
Balance, July 31, 2008 1,950,000 $ 1,950 $ 69,550 $ (84,794) $ (13,294)
========= ======= ======== ========= =========
SEE ACCOMPANYING NOTES
7
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
July 31, 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 nine months ended July 31, 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 July 31,
2008, the Company had not yet achieved profitable operations, has
accumulated losses of $84,794 since its inception, has a working capital
deficiency of $13,294 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.
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WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
July 31, 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
Three months ended Nine months ended Incorporation) to
July 31, July 31, July 31,
2008 2007 2008 2007 2008
------- ------- ------- ------- -------
Communications $ -- $ -- $ -- $ -- $ 2,240
Office and miscellaneous -- -- -- -- 3,410
Rent -- -- -- -- 9,200
------- ------- ------- ------- -------
$ -- $ -- $ -- $ -- $14,850
======= ======= ======= ======= =======
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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 $96,206
in expenses through July 31, 2008.
The following table provides selected financial data about our company for the
three months ended July 31, 2008.
Balance Sheet Data: 7/31/08
------------------- -------
Cash $ 1,860
Total assets $ 1,860
Total liabilities $ 15,154
Shareholders' deficiency $ 13,294
For the three months ended July 31, 2008 and 2007, respectively, we had no
revenues, $4,962 and $5,425 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.
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LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2008 was $1,860, with $15,154 in outstanding
liabilities. Of the outstanding liabilities there is $6,568 in advances payable
to our director. During the 3 months ended July 31, 2008 the director advanced
the company $5,000. The amount is non-interest bearing with no specific terms of
repayment. 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 July 31, 2008.
We cannot continually incur operating losses in the future and may decide 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 will be focusing our efforts on projects which will not require extensive
capital investment. These would include investigating new website and software
technologies, including Web 2.0. In addition to our ongoing B2B
partnerships/relationships we will attempt to market our services by
participation in seminars, presentations and online, all of which would not
require spending excessive capital. We plan to do extensive web optimization of
our website, to increase our marketing presence online.
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. To date we have
not realized any revenues from this arrangement.
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 September 11, 2008.
Wired Associates Solutions Inc.
/s/ Scott Delbeck
----------------------------------------
By: Scott Delbeck
(Principal Executive Officer & Director)
/s/ Roy Brown
----------------------------------------
By: Roy Brown
(Principal Financial Officer,
Principal Accounting Officer & Director)
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