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 JANUARY 31, 2009
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)
14205 SE 36th Street, Suite 100, # 172
Bellevue, WA 98006
(Former address of principal executive offices, including zip 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 March 16, 2009
ITEM 1. FINANCIAL STATEMENTS.
The un-audited financial statements for the quarter ended January 31, 2009,
prepared by the company, immediately follow.
2
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
January 31, October 31,
2009 2008
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 112 $ 395
-------- --------
TOTAL CURRENT ASSETS 112 395
-------- --------
TOTAL ASSETS $ 112 $ 395
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,262 $ 7,155
Advances payable 11,568 11,568
-------- --------
TOTAL CURRENT LIABILITIES 18,830 18,723
TOTAL LIABILITIES 18,830 18,723
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 50,000,000 shares
authorized; 1,950,000 shares issued and outstanding
as of January 31, 2009 and October 31, 2008 1,950 1,950
Additional paid-in capital 69,550 69,550
Deficit accumulated during development stage (90,218) (89,828)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (18,718) (18,328)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 112 $ 395
======== ========
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 (inception)
ended ended through
January 31, January 31, January 31,
2009 2008 2009
---------- ---------- ----------
REVENUES
Income $ -- $ -- $ 11,412
---------- ---------- ----------
TOTAL REVENUES -- -- 11,412
OPERATING EXPENSES
Accounting and audit fees -- -- 45,406
Bank charges 20 44 941
Communications -- -- 4,373
Consulting fees 370 -- 12,495
Filing fees -- -- 7,288
Foreign exchange -- -- 649
Legal fees -- -- 2,000
Office and miscellaneous -- -- 8,148
Rent -- 440 11,956
Website costs -- -- 5,124
Write-down of prepaid expense -- -- 3,250
---------- ---------- ----------
TOTAL OPERATING EXPENSES 390 484 101,630
---------- ---------- ----------
NET INCOME (LOSS) $ (390) $ (484) $ (90,218)
========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.00 $ 0.00
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,950,000 1,851,087
========== ==========
See Notes to Financial Statements
4
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
- --------------------------------------------------------------------------------
February 14, 2003
Three Months Three Months (inception)
ended ended through
January 31, January 31, January 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (390) $ (484) $(90,218)
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 108 -- 7,262
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (282) (484) (82,956)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Advances payable -- -- 11,568
Issuance of common stock -- 14,000 71,500
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 14,000 83,068
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (282) 13,516 112
CASH AT BEGINNING OF PERIOD 394 199 --
-------- -------- --------
CASH AT END OF PERIOD $ 112 $ 13,715 $ 112
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
5
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2009
- --------------------------------------------------------------------------------
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
In February 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 128, "Earnings Per Share", which specifies the computation,
presentation and disclosure requirements for earnings (loss) per share for
entities with publicly held common stock. SFAS No. 128 supersedes the provisions
of APB No. 15, and requires the presentation of basic earnings (loss) per share
and diluted earnings (loss) per share. The Company has adopted the provisions of
SFAS No. 128 effective February 14, 2003 (date of inception).
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.
6
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2009
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 FASB 16 all
adjustments are normal and recurring.
E. INCOME TAXES
Income taxes are provided in accordance with SFAS No. 109, "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.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had limited operations during the period from February 14, 2003
(date of inception) to January 31, 2009 and generated a net loss of $90,218.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. Although the Company is currently in the development stage
and has minimal expenses, management does not believe that the company's current
cash of $112 will be sufficient to cover the expenses they will incur during the
next twelve months in even a limited operations scenario.
NOTE 4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
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WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2009
- --------------------------------------------------------------------------------
NOTE 5. INCOME TAXES
As of January 31, 2009
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 90,218
Tax Rate 34%
--------
Gross deferred tax assets 30,674
Valuation allowance (30,674)
--------
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 January 31, 2009, the Company has a net operating loss carryforwards of
approximately $90,218. 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
paragraph 8 of SFAS 123, "Share-Based Payment". Thus issuances shall be
accounted for based on the fair value of the consideration received.
Transactions with employees' stock issuance are in accordance with paragraphs
(16-44) of SFAS 123. 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.
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.
8
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
January 31, 2009
- --------------------------------------------------------------------------------
NOTE 7. STOCK TRANSACTIONS (CONTINUED)
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 January 31, 2009 the Company had 1,950,000 shares of common stock issued
and outstanding.
NOTE 8. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2009:
Common stock, $ 0.001 par value: 50,000,000 shares authorized; 1,950,000 shares
issued and outstanding.
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 $101,630
in expenses through January 31, 2009.
The following table provides selected financial data about our company for the
three months ended January 31, 2009.
Balance Sheet Data: 1/31/09
------------------- -------
Cash $ 112
Total assets $ 112
Total liabilities $ 18,830
Shareholders' equity $(18,718)
For the three months ended January 31, 2009 and 2008, respectively, we had no
revenues, $390 and $484 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
10
filed with the 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 January 31, 2009 was $112 with $18,830 in outstanding
liabilities. Of the outstanding liabilities there is $11,568 in advances payable
to our 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 January 31, 2009.
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.
Management has begun 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. At
this stage in our operations, we believe either course is acceptable, as our
operations have not been profitable and our future prospects for our original
business plan are not promising.
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
11
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 January 31, 2009 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
12
PART II. OTHER INFORMATION
ITEM 6. OTHER INFORMATION.
CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT.
On March 6, 2009, George Stewart, CPA ("Stewart") was appointed as the
independent auditor for Wired Associates Solutions Inc. (the "Company")
commencing with the period ending January 31, 2009, and BDO Dunwoody, LLP ("BDO
Dunwoody") were dismissed as the independent auditors for the Company as of
March 6, 2009. The decision to change auditors was approved by the Board of
Directors on March 6, 2009.
The report of BDO Dunwoody regarding the Company's financial statements for the
fiscal years ended October 31, 2008 and 2007 did not contain any adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that such report on our financial
statements contained an explanatory paragraph in respect to uncertainty as to
the Company's ability to continue as a going concern. During the years ended
October 31, 2008 and 2007 and during the period from the end of the most
recently completed fiscal year (October 31, 2008) through March 6, 2009, the
date of dismissal, there were no disagreements with BDO Dunwoody on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of BDO Dunwoody would have caused it to make reference to such
disagreements in its reports.
The Company provided BDO Dunwoody with a copy of the Current Report on Form 8-K
prior to its filing with the Securities and Exchange Commission ("SEC") and
requested that BDO Dunwoody furnish the Company with a letter addressed to the
SEC stating whether it agrees with the above statements and, if it does not
agree, the respects in which it does not agree. A copy of such letter, dated
March 9, 2009, is filed as Exhibit 16.1 to the Current Report on Form 8-K filed
on March 12, 2009.
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
13
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 March 16, 2009.
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)
14