UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended October 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)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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 past 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
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" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of February 16, 2010 the registrant had 1,950,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of February 11, 2010.
WIRED ASSOCIATES SOLUTIONS INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 5
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Securities Holders 8
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Plan of Operation 11
Item 8. Financial Statements 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 27
Item 9A. Controls and Procedures 28
Part III
Item 10. Directors and Executive Officers 30
Item 11. Executive Compensation 31
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 32
Item 13. Certain Relationships and Related Transactions 33
Item 14. Principal Accounting Fees and Services 34
Part IV
Item 15. Exhibits 35
Signatures 35
2
PART I
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-K 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-K, 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-K
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.
ITEM 1. BUSINESS
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.
STATUS OF PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
We currently have no new publicly announced products or services.
COMPETITION
We currently do not compete with any other companies.
3
SOURCES AND AVAILABILITY OF RAW MATERIALS
We do not currently have any sources or need for raw materials.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We are not dependent on one or a few major customers.
PATENTS, TRADEMARKS, LICENSES, AGREEMENTS OR CONTRACTS
We do not currently have a need for any patents, trademarks, licenses,
agreements or contracts. As our new business plan is formulated management will
assess the needs for any of these. We own the domain name wiredassociates.com.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
We have spent no time on specialized research and development activities, and
have no plans to undertake any research or development in the future.
COMPLIANCE WITH ENVIRONMENTAL LAWS
We are not aware of any environmental regulations that could directly affect our
operations, but no assurance can be given that environmental regulations will
not, in the future, have a material adverse impact on our business.
NUMBER OF EMPLOYEES
At the present time, the company has no employees other than its officer and
director, Jacqueline Wood, who devotes her time as needed to the Company's
business. We intend to add staff as needed, as we expand operations and resume
full time design in our office.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASES OR SALES OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
4
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes our audited financial information to
our shareholders upon written request. We also make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We are subject to
disclosure filing requirements including filing a Form 10-K annually and Form
10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.
The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street
NE, Washington, DC 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.
ITEM 1A. RISK FACTORS
1. WE ARE A DEVELOPMENT STAGE COMPANY WITH A LIMITED OPERATING HISTORY AND THERE
IS SUBSTANTIAL DOUBT ABOUT THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN,
THEREFORE INVESTMENT IN OUR COMPANY INVOLVES A HIGH DEGREE OF RISK. We are in
our organizational and development stages and have generated no revenue. Any
investment in our company involves a high degree of risk. A prospective investor
should, therefore, be aware that in the event we are not successful in our
business plans, any investment in our shares may be lost and we may be faced
with the possibility of liquidation.
2. WE CANNOT OFFER ANY ASSURANCE AS TO OUR FUTURE FINANCIAL RESULTS. We were
incorporated and in existence from February 14, 2003, and have had limited
revenues since inception. However, 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. Currently, we are still analyzing
various business alternatives and there can be no assurance that a suitable
business will be developed or we will be successful. We face all the risks
inherent in a relatively new business and there can be no assurance that our
activities will be successful and/or result in any profits.
3. WE DO NOT HAVE ANY ADDITIONAL SOURCE OF FUNDING FOR OUR BUSINESS PLANS. Other
than the shares offered by our SB-2 offering, no other source of capital has
been identified or sought. As a result we do not have an alternate source of
funds should the funds from our offering be insufficient. There is no assurance
that any financing will be available or if available, on terms that will be
acceptable to us. If we do find an alternative source of capital, the terms and
conditions of acquiring such capital may result in dilution and the resultant
lessening of value of the shares of stockholders. If we are not successful in
securing revenue or funding, we will be faced with several options: 1. abandon
our business plans, cease operations and go out of BUSINESS; 2. continue to seek
alternative and acceptable sources of capital; or 3. bring in additional capital
that may result in a change of control. In the event of any of these
circumstances an investor could lose a substantial part or all of their
investment.
5
4. IF WE OBTAIN ADDITIONAL FINANCING THROUGH EQUITY, EXISTING STOCKHOLDERS MAY
SUFFER SUBSTANTIAL DILUTION. There are still 48,050,000 shares of Common Stock
which the Board of Directors has the authority to issue. The issuance of any
such shares to persons other than the current investors will reduce the amount
of control held by the current investors and may result in a dilution of the
book value of their shares. There are presently no commitments, contracts or
intentions to issue any additional shares to any persons.
5. WE CAN OFFER NO ASSURANCE THAT AN ACTIVE MARKET FOR OUR SECURITIES WILL
EXIST. There is currently no active trading in our Common Stock and there is no
assurance that an active trading market in our Shares will ever develop.
Accordingly, there is a very high risk that our Shares may not be able to be
resold in the future.
6. WE DO NOT ANTICIPATE OFFERING CASH DIVIDENDS. No cash dividends have been
declared or paid on the shares of our Common Stock to date, nor is it
anticipated that any such dividends will be declared or paid to stockholders in
the foreseeable future. It is currently anticipated that any income received
from operations will be reinvested and devoted to our future operations and/or
to expansion.
7. FUTURE SALES OF SHARES CURRENTLY RESTRICTED PURSUANT TO RULE 144 COULD HAVE A
DEPRESSIVE EFFECT ON THE PRICE OF THE COMPANY'S STOCK. 1,000,000 shares of
"restricted" Common Stock has been issued in consideration for proprietary
rights, business plans, organizational services and expenses and cash in the
amount of $2,500, or $.0025 per share, and 150,000 shares in the amount of
$15,000, or $0.10 per share. All of the shares are held by persons who served as
officers, directors and/or control persons of the company and who hold such
shares as "restricted securities", as that term is defined in Rule 144
promulgated under the Securities Act of 1933, as amended. However, these
securities held by officers, directors and/or control persons may only be sold
in compliance with Rule 144 which provides, in essence, that officers and
directors and others holding restricted securities (such as those described
above) may each sell, in brokerage transactions, an amount equal to 1% of the
company's total outstanding Common Stock every three (3) months. In addition,
Rule 144 provides that shares must not be sold until they have been held for a
period of at least six (6) months from the date they were fully paid for. The
possible sale of these restricted securities under Rule 144 may, in the future,
have a depressive effect on the price of the company's Common Stock in any
public market which may develop, assuming there is such a market, of which there
can be no assurance.
8. WE HAVE A VERY SMALL MANAGEMENT TEAM AND THE LOSS OF ANY MEMBER OF OUR TEAM
MAY PREVENT US FROM IMPLEMENTING OUR BUSINESS PLAN IN A TIMELY MANNER. Our
future performance will be substantially dependent on the continued services of
our officer and director. Future performance also will depend on our ability to
retain and motivate new officers and key employees. We currently have only one
executive officer and the loss of her services could harm our proposed business
operations. We do not have long-term employment agreements with our key
personnel and we do not maintain any "key person" life insurance policies.
Future success also will depend on the ability to attract, train, retain and
motivate other highly skilled technical, managerial, marketing and customer
support personnel. Competition for these personnel is intense and we may be
unable to successfully attract, integrate or retain sufficiently qualified
personnel.
6
9. WE MAY BE LIABLE TO DAMAGES FOR THE INDEMNIFICATION OF OUR OFFICERS AND
DIRECTORS. We have investigated the cost of insurance against liabilities
arising out of the negligence of our officers and directors and/or deficiencies
in any of our business operations. Based on our lack of current revenues, we
have determined that the cost of such insurance is excessive at this time.
Accordingly, we have not obtained such insurance and would have to satisfy any
such liabilities out of our assets. Any such liability which might arise could
be substantial and may exceed our assets.
Our By-Laws provide for indemnification to officers and directors to the fullest
extent permitted under Nevada law; however, insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons, it is the opinion of the Securities
and Exchange Commission that such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
10. THE LIQUIDITY OF OUR COMMON STOCK IS RESTRICTED UNDER PENNY STOCK
REGULATIONS. Our common stock currently trades below $5.00 per share, we will be
subject to the penny stock regulations. If our shares are subject to the penny
stock regulations, the market liquidity in them could be adversely affected
because the rules require broker-dealers to make a special suitability
determination for the purchaser and have received the purchaser's written
consent prior to the sale. This makes it more difficult administratively for
broker-dealers to buy and sell stock subject to the penny stock regulations on
behalf of their customers. Consequently, the regulations may affect the ability
of broker-dealers to sell our shares and may affect the ability of holders to
sell them in the secondary market.
11. CONTROL OVER ALL MATTERS REQUIRING STOCKHOLDER APPROVAL IS HELD BY A SMALL
GROUP OF FORMER DIRECTORS AND OFFICERS Mr. Delbeck, a former officer and
director of the company owns 650,000 shares of company common stock and Mr.
Brown, a former officer and director owns 500,000 shares of company common
stock, which together represents 62% of the outstanding common stock. As a
result, these stockholders exercise control over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control.
12. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE. To be eligible for
quotation on the OTC Electronic Bulletin Board issuers must remain current in
their filings with the SEC. In order for us to remain in compliance we will
require future revenues to cover the cost of these filings, which could comprise
a substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for
investors to resell any shares.
13. OUR OFFICER AND DIRECTOR CURRENTLY DEVOTES ONLY PART TIME SERVICES TO THE
COMPANY. Jacqueline Winwood, our President, Secretary and Treasurer, currently
devotes as many hours per week as needed to company matters. The responsibility
of developing the company's business and fulfilling the reporting requirements
of a public company all fall upon her. She has had no experience serving as a
7
principal accounting officer or principal financial officer in a public company.
We have not formulated a plan to resolve any possible conflict of interest with
her other business activities. In the event she is unable to fulfill any aspect
of her duties to the Company we may experience a shortfall or complete lack of
sales resulting in little or no profits and eventual closure of the business.
ITEM 2. PROPERTIES
We currently utilize office space provided by our director at no charge. We feel
that the existing office space is sufficient at this time and feel we will be
able to lease additional office space as our needs grow. We currently have no
investment policies as they pertain to real estate, real estate interests or
real estate mortgages. There are currently no restrictions on the amount of
assets used to invest in real estate.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings, and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fiscal year
ended October 31, 2009.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is listed for quotation on the Over-the-Counter Bulletin Board
under the symbol "WRDS". To date there has not been an active trading market.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
Our shares are considered penny stock under the Securities and Exchange Act. The
shares will remain penny stocks for the foreseeable future. The classification
of penny stock makes it more difficult for a broker-dealer to sell the stock
into a secondary market, which makes it more difficult for a purchaser to
liquidate his/her investment. Any broker-dealer engaged by the purchaser for the
purpose of selling his or her shares in us will be subject to Rules 15g-1
8
through 15g-10 of the Securities and Exchange Act. Rather than creating a need
to comply with those rules, some broker-dealers will refuse to attempt to sell
penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
9
SHARES AVAILABLE UNDER RULE 144
There are currently 1,150,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
1,150,000 shares are held by affiliates, as that term is defined in Rule
144(a)(1). Under Rule 144, such shares cannot be publicly sold until such a time
as the company ceases to be considered a shell company. The securities can be
resold only through a resale registration statement, unless certain conditions
are met. These conditions are:
1. the issuer of the securities has ceased to be a shell company;
2. the issuer is subject to the reporting requirements of section 13 or
15(d) of the Exchange Act;
3. the issuer has filed all reports and other materials required to be
filed by section 13 or 15(d) of the Exchange Act, as applicable,
during the preceding 12 months, other than Form 8-K reports; and
4. one year has elapsed since the issuer has filed current "Form 10
information" with the Commission reflecting its status as an entity
that is no longer a shell company.
If these conditions are satisfied, then the securities can be sold subject to
all other applicable Rule 144 conditions, which include:
1. There must be adequate current information about the issuer of the
securities before the sale can be made. This generally means that the
issuer has complied with the periodic reporting requirements of the
Exchange Act.
2. A volume restriction of the greater of 1% or the average reported
weekly trading volume during the four weeks preceding the filing a
notice of sale on Form 144.
3. The sales must be handled in all respects as routine trading
transactions, and brokers may not receive more than a normal
commission. Neither the seller nor the broker can solicit orders to
buy the securities.
4. The seller must file a notice with the SEC on Form 144 if the sale
involves more than 5,000 shares or the aggregate dollar amount is
greater than $50,000 in any three-month period. The sale must take
place within three months of filing the Form and, if the securities
have not been sold, an amended notice must be filed.
HOLDERS
As of October 31, 2009, we have 1,950,000 Shares of $0.001 par value common
stock issued and outstanding held by 27 shareholders of record.
The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N.
67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
10
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
There were no purchases of shares of our common stock by us or any affiliated
purchasers during the year ended October 31, 2009.
ITEM 6. SELECTED FINANCIAL DATA
N/A
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
We have generated $11,412 in revenues since inception and have incurred $107,830
in expenses through October 31, 2009.
The following table provides selected financial data about our company for the
years ended October 31, 2009 and 2008.
Balance Sheet Data: 10/31/09 10/31/08
------------------- -------- --------
Cash $ 0 $ 395
Total assets $ 0 $ 395
Total liabilities $ 24,920 $ 18,723
Shareholders' equity $(24,920) $(18,328)
For the years ended October 31, 2009 and 2008, respectively, we had no revenues
and $6,592 and $25,895 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 year ended October 31, 2008 we
completed an 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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2009 was $0, with $24,920 in outstanding
liabilities. Total expenditures over the next 12 months are expected to be
approximately $20,000. We are a development stage company and have only
generated $11,412 in revenue since inception (February 14, 2003) to October 31,
2009.
11
We cannot continually incur operating losses in the future and have 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.
Our auditors have expressed their substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate future profitable operations and/or to
obtain the necessary financing to meet our obligations and repay our liabilities
arising from normal business operations when they come due. Our management has
no formal plan in place to address this concern but considers that we 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.
PLAN OF OPERATION
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.
12
ITEM 8. FINANCIAL STATEMENTS
GEORGE STEWART, CPA
316 17th AVENUE SOUTH
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Wired Associates Solutions Inc.
I have audited the accompanying balance sheet of Wired Associates Solutions Inc.
(A Development Stage Company) as of October 31, 2009, and the related statement
of operations, stockholders' equity and cash flows for the years ended October
31, 2009. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these financial
statements based on my audit. I did not audit the financial statements of the
Company for the period from February 14, 2003 (Date of Inception) to October 31,
2008. Such statements are included in the cumulative inception to October 31,
2009 totals of the statements of operations, stockholders' equity and cash flows
and reflect a net loss of 93.2% of the related cumulative totals. Those
financial statements were audited by other auditors whose report has been
furnished to us and our opinion, insofar as it related to amounts for the period
from February 14, 2003 (Date of Inception) to October 31, 2008 included in the
cumulative totals, is base solely upon the report of the other auditors.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor was I engaged to perform, an audit of its internal control over
financial reporting. My audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, I express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. I believe that my audit and the report
of other auditors provides a reasonable basis for my opinion.
In my opinion, based on my audit and the report of other auditors, the financial
statements referred to above present fairly, in all material respects, the
financial position of Wired Associates Solutions Inc., (A Exploration Stage
Company) as of October 31, 2009 and 2008, and the results of its operations and
cash flows the years ended October 31, 2009 and 2008 and from February 14, 2003
(inception), to October 31, 2009 in conformity with generally accepted
accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
- -------------------------------
Seattle, Washington
January 28, 2010
13
BDO Tel: 604 688 5421 BDO Canada LLP
Fax: 604 688 5132 600 Cathedral Place
www.bdo.ca 925 West Georgia Street
Vancouver BC V6C 3L2 Canada
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
Wired Associates Solutions Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Wired Associates Solutions
Inc. (the "Company", a Development Stage Company) as of October 31, 2008 and the
related statements of operations and comprehensive loss, cash flows and
stockholders' equity (deficiency) for the year ended October 31, 2008 and for
the period from February 14, 2003 (Date of Inception) to October 31, 2008. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, based on our audit, these financial statements referred to above
present fairly, in all material respects, the financial position of Wired
Associates Solutions Inc. as of October 31, 2008 and the results of its
operations and its cash flows for the year then ended and for the period from
February 14, 2003 (Date of Inception) to October 31, 2008, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the 2008 financial statements, the Company was in the development stage,
has not yet achieved profitable operations, has an accumulated deficit of
$89,828 at October 31, 2008, incurred a net loss of $25,895 for the year then
ended and is dependent on its ability to raise capital from shareholders or
other sources to meet its obligations and repay its liabilities arising from
normal business operations when they come due. These factors, along with other
matters as set forth in Note 1, raised substantial doubt that the Company will
be able to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
Chartered Accountants
(signed) "BDO Canada LLP"
- ---------------------------------
Vancouver, Canada
February 23 , 2009
BDO Canada LLP, a Canadian limited liability partnership, is a member of BDO
International Limited, a UK company limited by guarantee, and forms part of the
international BDO network of independent member firms.
14
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
October 31, October 31,
2009 2008
-------- --------
ASSETS
CURRENT ASSETS
Cash $ -- $ 395
-------- --------
TOTAL CURRENT ASSETS -- 395
-------- --------
TOTAL ASSETS $ -- $ 395
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 8,752 $ 7,155
Advances payable 16,168 11,568
-------- --------
TOTAL CURRENT LIABILITIES 24,920 18,723
TOTAL LIABILITIES 24,920 18,723
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 50,000,000 shares
authorized; 1,950,000 shares issued and outstanding
as of October 31, 2009 and October 31, 2008 1,950 1,950
Additional paid-in capital 69,550 69,550
Deficit accumulated during development stage (96,420) (89,828)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (24,920) (18,328)
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ -- $ 395
======== ========
See Notes to Financial Statements
15
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------
February 14, 2003
(inception)
Year ended Year ended through
October 31, October 31, October 31,
2009 2008 2009
---------- ---------- ----------
REVENUES
Income $ -- $ -- $ 11,412
---------- ---------- ----------
TOTAL REVENUES -- -- 11,412
OPERATING EXPENSES
Accounting and audit fees 4,500 18,783 49,906
Bank charges 20 152 941
Communications -- -- 4,373
Consulting fees 1,960 -- 14,085
Filing fees -- 3,012 7,288
Foreign exchange -- -- 649
Legal fees -- -- 2,000
Office and miscellaneous -- 2,408 8,148
Rent 110 1,540 12,066
Website costs -- -- 5,124
Write-down of prepaid expense -- -- 3,250
---------- ---------- ----------
TOTAL OPERATING EXPENSES 6,590 25,895 107,830
OTHER EXPENSES
Interest paid 2 -- 2
---------- ---------- ----------
TOTAL OTHER EXPENSES 2 -- 2
---------- ---------- ----------
NET INCOME (LOSS) $ (6,592) $ (25,895) $ (96,420)
========== ========== ==========
BASIC EARNINGS PER SHARE $ 0.00 $ 0.01
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,950,000 1,875,137
========== ==========
See Notes to Financial Statements
16
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From February 14, 2003 (Inception) through October 31, 2009
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, FEBRUARY 14, 2003 -- $ -- $ -- $ -- $ --
Stock issued for cash February, 2003
@ $0.0025 per share 1,000,000 1,000 1,500 2,500
Stock issued for cash on June, 2003
@ $0.05 per share 700,000 700 34,300 35,000
Less share issue costs (1,000) (1,000)
Net loss, October 31, 2003 (4,597) (4,597)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2003 1,700,000 1,700 34,800 (4,597) 31,903
Net loss, Octobert 31, 2004 (22,399) (22,399)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2004 1,700,000 1,700 34,800 (26,996) 9,504
Net loss, October 31, 2005 (16,897) (16,897)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2005 1,700,000 1,700 34,800 (43,893) (7,393)
Net loss, Octobert 31, 2006 (9,171) (9,171)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2006 1,700,000 1,700 34,800 (53,064) (16,564)
Stock issued for cash March and August, 2007
@ $0.10 per share 150,000 150 14,850 15,000
Net loss, October 31, 2007 (10,869) (10,869)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2007 1,850,000 1,850 49,650 (63,933) (12,433)
Stock issued for cash January, 2008
@ $0.10 per share 100,000 100 19,900 20,000
Net loss, October 31, 2008 (25,895) (25,895)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2008 1,950,000 1,950 69,550 (89,828) (18,328)
Net loss, October 31, 2009 (6,592) (6,592)
---------- ---------- ---------- ---------- ----------
BALANCE, OCTOBER 31, 2009 1,950,000 $ 1,950 $ 69,550 $ (96,420) $ (24,920)
========== ========== ========== ========== ==========
See Notes to Financial Statements
17
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
February 14, 2003
(inception)
Year ended Year ended through
October 31, October 31, October 31,
2009 2008 2009
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (6,592) $(25,895) $(96,420)
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 1,597 1,091 8,752
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (4,994) (24,804) (87,668)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan payable -- 5,000 --
Advances payable 4,600 -- 16,168
Issuance of common stock -- 20,000 71,500
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 4,600 25,000 87,668
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (395) 196 --
CASH AT BEGINNING OF PERIOD 395 199 --
-------- -------- --------
CASH AT END OF PERIOD $ -- $ 395 $ --
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
18
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 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
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.
19
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
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.
NEW ACCOUNTING PRONOUNCEMENTS:
RECENT ACCOUNTING PRONOUNCEMENTS
June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial
Assets--an amendment of FASB Statement No. 140" ("SFAS 166"). The provisions of
SFAS 166, in part, amend the derecognition guidance in FASB Statement No. 140,
eliminate the exemption from consolidation for qualifying special-purpose
entities and require additional disclosures. SFAS 166 is effective for financial
asset transfers occurring after the beginning of an entity's first fiscal year
that begins after November 15, 2009. The Company does not expect the provisions
of SFAS 166 to have a material effect on the financial position, results of
operations or cash flows of the Company.
In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation
No. 46(R) ("SFAS 167"). SFAS 167 amends the consolidation guidance applicable to
variable interest entities. The provisions of SFAS 167 significantly affect the
overall consolidation analysis under FASB Interpretation No. 46(R).
20
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SFAS 167 is effective as of the beginning of the first fiscal year that begins
after November 15, 2009. SFAS 167 will be effective for the Company beginning in
2010. The Company does not expect the provisions of SFAS 167 to have a material
effect on the financial position, results of operations or cash flows of the
Company.
In June 2009, the FASB issued SFAS No. 168, "The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162" ("SFAS No. 168"). Under SFAS No. 168 the
"FASB Accounting Standards Codification" ("Codification") will become the source
of authoritative U. S. GAAP to be applied by nongovernmental entities. Rules and
interpretive releases of the Securities and Exchange Commission ("SEC") under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants.
SFAS No. 168 is effective for financial statements issued for interim and annual
periods ending after September 15, 2009. On the effective date, the Codification
will supersede all then-existing non-SEC accounting and reporting standards. All
other non-grandfathered non-SEC accounting literature not included in the
Codification will become non-authoritative. SFAS No. 168 is effective for the
Company's interim quarterly period beginning July 1, 2009. The Company does not
expect the adoption of SFAS No. 168 to have an impact on the financial
statements.
In June 2009, the Securities and Exchange Commission's Office of the Chief
Accountant and Division of Corporation Finance announced the release of Staff
Accounting Bulletin (SAB) No. 112. This staff accounting bulletin amends or
rescinds portions of the interpretive guidance included in the Staff Accounting
Bulletin Series in order to make the relevant interpretive guidance consistent
with current authoritative accounting and auditing guidance and Securities and
Exchange Commission rules and regulations. Specifically, the staff is updating
the Series in order to bring existing guidance into conformity with recent
pronouncements by the Financial Accounting Standards Board, namely, Statement of
Financial Accounting Standards No. 141 (revised 2007), Business Combinations,
and Statement of Financial Accounting Standards No. 160, Non-controlling
Interests in Consolidated Financial Statements. The statements in staff
accounting bulletins are not rules or interpretations of the Commission, nor are
they published as bearing the Commission's official approval. They represent
interpretations and practices followed by the Division of Corporation Finance
and the Office of the Chief Accountant in administering the disclosure
requirements of the Federal securities laws.
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments. This FSP amends FASB
Statement No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual financial
21
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information at
interim reporting periods. This FSP shall be effective for interim reporting
periods ending after June 15, 2009. The Company does not have any fair value of
financial instruments to disclose.
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments. This FSP amends the
other-than-temporary impairment guidance in U.S. GAAP for debt securities to
make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. The FSP does not amend existing recognition and
measurement guidance related to other-than-temporary impairments of equity
securities. The FSP shall be effective for interim and annual reporting periods
ending after June 15, 2009. The Company currently does not have any financial
assets that are other-than-temporarily impaired.
In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets
Acquired and Liabilities Assumed in a Business Combination That Arise from
Contingencies, to address some of the application issues under SFAS 141(R). The
FSP deals with the initial recognition and measurement of an asset acquired or a
liability assumed in a business combination that arises from a contingency
provided the asset or liability's fair value on the date of acquisition can be
determined. When the fair value can-not be determined, the FSP requires using
the guidance under SFAS No. 5, Accounting for Contingencies, and FASB
Interpretation (FIN) No. 14, Reasonable Estimation of the Amount of a Loss. This
FSP was effective for assets or liabilities arising from contingencies in
business combinations for which the acquisition date is on or after January 1,
2009. The adoption of this FSP has not had a material impact on our financial
position, results of operations, or cash flows during the year ended December
31, 2009.
In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.
In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.
22
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.
In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.
In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.
In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.
23
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
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 October 31, 2009, the Company had not yet achieved profitable
operations, has accumulated losses of $96,420 since its inception, has a working
capital deficiency of $24,920 and expects to incur further losses in the
development of its business, all of which casts substantial doubt about the
24
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
NOTE 3. GOING CONCERN (CONTINUED)
Company's ability to continue as a going concern. The Company's ability to
continue as a going 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 October 31, 2009
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 96,420
Tax Rate 34%
--------
Gross deferred tax assets 32,783
Valuation allowance (32,783)
--------
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 October 31, 2009, the Company has a net operating loss carryforwards of
approximately $96,420. 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.
25
WIRED ASSOCIATES SOLUTIONS INC.
(An Development Stage Company)
Notes to Financial Statements
October 31, 2009
- --------------------------------------------------------------------------------
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 October 31, 2009 the Company had 1,950,000 shares of common stock issued
and outstanding.
NOTE 8. RELATED PARTY TRANSACTIONS
At of October 31, 2009, a loan payable in the amount of $4,600 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 October 31, 2009:
Common stock, $ 0.001 par value: 50,000,000 shares authorized; 1,950,000 shares
issued and outstanding.
26
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
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 Canada, LLP ("BDO
Canada") 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.
During the years ended October 31, 2008 and October 31, 2007 and through March
6, 2009, neither the Company nor anyone on its behalf has consulted with Stewart
with respect to either (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's consolidated financial
statements, and neither a written report nor oral advice was provided to the
Company that Stewart concluded was an important factor considered by the Company
in reaching a decision as to any accounting , auditing or financial reporting
issue; or (ii) any matter that was either the subject of a disagreement (as
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to
Item 304 of Regulation S-K) or a reportable event (as defined in Item
304(a)(1)(v) of Regulation S-K).
The report of BDO Canada 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 (as defined in Item
304 (a) (1) (iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K) with BDO Canada 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 Canada, would have
caused BDO Canada to make reference to the subject matter of the disagreements
in its reports on the financial statements for such years.
During the years ended October 31, 2008 and October 31, 2007 and through March
6, 2009, there were no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K), except that the Board of Directors discussed with BDO Canada
the existence of material weaknesses in Company's internal control over
financial reporting, as more fully described in the Company's Annual Report on
Form 10-K for the year ended October 31, 2008, filed March 3, 2009 with the
Securities and Exchange Commission (the "SEC").
The Company provided BDO Canada with a copy of the Current Report on Form 8-K
prior to its filing with the SEC and requested that BDO Canada furnish the
Company with a letter addressed to the SEC stating whether it agreed with the
above statements and, if it did not agree, the respects in which it does not
agree. A copy of such letter, dated February 16, 2010, is filed as Exhibit 16.1
to the Current Report on Form 8-K/A filed on February 16, 2010.
27
ITEM 9A. 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 (our
president), 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 Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
28
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of October 31, 2009, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
29
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 for our fiscal year ended October 31,
2009 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
Our directors are elected by the stockholders to a term of one year and serves
until his or her successor is elected and qualified. Our officers are appointed
by the Board of Directors to a term of one year and serves until his or her
successor is duly elected and qualified, or until he or she is removed from
office. The Board of Directors has no nominating, auditing or compensation
committees.
The name, address, age and position of our officer and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
Jacqueline Winwood 38 President, CEO
711 S. Carson Street, Suite 4 Secretary, Treasurer
Carson City, NV 89701 CFO & Director
The person named above has held her offices/positions since September 12, 2008
and is expected to hold said offices/positions until the next annual meeting of
our stockholders. The officer and director is our only officer, director,
promoter and control person.
BACKGROUND INFORMATION ABOUT OUR OFFICER AND DIRECTOR
Jacqueline Winwood has been the CEO, CFO, Director, President, Secretary and
Treasurer of the company since September 12, 2008. Ms. Winwood has been working
as a hotel manager for the Earl of Doncaster hotel since 1996. Prior to that she
first worked as a manager and then an owner of a woman's retail fashion store.
Ms. Winwood also currently owns, develops, and manages a number or commercial,
residential, and leisure real estate properties.
Ms. Winwood also is affiliated with the following associations:
Member of Copley and Nether Hall Traders Forum
September 2004 - present
Member of Doncaster Town Centre Renaissance Team
September 2004 - present
Member of Doncaster Tourism Steering Group
August 2002 - Present
30
Member of the Institute of Hospitality (formally HCIMA) The recognized institute
for Hospitality Management Professionals October 2000 - Present
CODE OF ETHICS
Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.
We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.
Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:
* Honest and ethical conduct, including the ethical handling of actual
or apparent conflicts of interest between personal and professional
relationships;
* Full, fair, accurate, timely and understandable disclosure in reports
and documents that we file or submit to the Securities & Exchange
Commission and in other public communications made by us;
* Compliance with applicable governmental laws, rules and regulations;
* The prompt internal reporting to an appropriate person or persons
identified in the code of violations of our Code of Ethical Conduct;
and
* Accountability for adherence to the Code.
ITEM 11. EXECUTIVE COMPENSATION
Our current officers and directors receive no compensation. The current Board of
Directors is comprised solely of Ms. Winwood.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
Jacqueline 2009 0 0 0 0 0 0 0 0
Winwood, 2008 0 0 0 0 0 0 0 0
President,
CEO and
Director
31
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
Jacqueline 0 0 0 0 0 0 0 0 0
Winwood
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
Jacqueline 0 0 0 0 0 0 0
Winwood
There are no current employment agreements between the company and its executive
officer. The officer and director of the company does not intend to receive cash
remuneration or salaries for her efforts unless and until our business
operations are successful, at which time salaries and other remuneration will be
established by the Board of Directors, as appropriate.
None of our officers, directors, advisors or key employees is currently party to
employment agreements with the company. We have no pension, health, annuity,
bonus, insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt such plans in the future. There are presently no personal
benefits available for directors, officers or employees of the company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Wired Associates
Solutions' voting securities by officers, directors and major shareholders as
well as those who own beneficially more than five percent of our common stock as
of the date of this report:
32
Name and Address Approximate
of Beneficial Number of Date Consideration Percent
Owner Shares Acquired Paid of Ownership
----- ------ -------- ---- ------------
Jacqueline Winwood 0 -- -- 0%
All Officers and 0 -- -- 0%
Directors as a Group
- ----------
Scott Delbeck 500,000 02-14-03 $.0025/Share 35%
711 S. Carson Street or $1,250
Suite 4 100,000 03-23-07 $.10/Share
Carson City, NV 89701 or $10,000
50,000 08-01-07 $.10/Share
or $5,000
Roy Brown 500,000 02-14-03 $.0025/Share 27%
711 S. Carson Street or $1,250
Suite 4
Carson City, NV 89701
FUTURE SALES BY EXISTING STOCKHOLDERS
All of the shares listed above are restricted securities, as that term is
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Act. Under Rule 144, such shares can be publicly sold, subject to volume
restrictions and certain restrictions on the manner of sale, commencing six
months after their acquisition. Any sale of shares held by the existing
stockholders (after applicable restrictions expire) may have a depressive effect
on the price of our common stock in any market that may develop, of which there
can be no assurance. Our principal shareholders do not have any current plans to
sell their shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 14, 2003, a total of 1,000,000 shares of Common Stock were issued to
Mr. Delbeck and Mr. Brown, officers and directors of the company at the time, in
exchange for organizational services and expenses, proprietary rights, business
plans and cash in the amount of $2,500 U.S., or $.0025 per share. In March 2007
we received $10,000 from Mr. Delbeck who purchased 100,000 shares of our common
stock at $0.10 per share. In August 2007 Mr. Delbeck was issued 50,000 shares of
our common stock at $0.10 for expenses he paid on behalf of the company. All of
such shares are "restricted" securities, as that term is defined by the
Securities Act of 1933, as amended, and are held by former officers and
directors of the Company. (See item 1A "Continued Control by Principal
Stockholders" and Item 5 "Shares Available Under Rule 144".)
33
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
For the year ended October 31, 2009, the total fees charged to the company for
audit services, including quarterly reviews, were $4,500, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.
For the year ended October 31, 2008, the total fees charged to the company for
audit services, including quarterly reviews, were $18,783, for audit-related
services were $Nil, for tax services were $Nil and for other services were $Nil.
34
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31 Sec. 302 Certification of CEO and CFO
32 Sec. 906 Certification of CEO and CFO
- ----------
* Included in our original SB-2 filing under Commission File Number
333-142324.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on February 16, 2010.
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)
February 16, 2010
35