Wild Craze, Inc. - FORM 10-K/A

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Wild Craze, Inc.	Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - Wild Craze, Inc.	v245306_ex32-2.htm
EX-31.1 - EXHIBIT 31.1 - Wild Craze, Inc.	v245306_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - Wild Craze, Inc.	v245306_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - Wild Craze, Inc.	v245306_ex32-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended October 31, 2011

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

WIRED ASSOCIATES SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-142324	37-1458557
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification
incorporation or organization)		Number)

1559 East 38th Street

Brooklyn, NY, 11234

(Address of principal executive offices, including zip code)

(888) 991-3336

(Registrant’s 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, $0.001 par value

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No þ

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 þ

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 þ 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 (§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 þ No ¨

Indicate by check mark if disclosure of delinquent filers in response 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, or 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	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant has not been computed based on the fact that no active trading market has been established as of April 30, 2011. As of January 12, 2012, the registrant had 2,009,520 shares of its common stock, par value $0.001, outstanding.

EXPLANATORY NOTE

We are filing this amendment on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended October 31, 2011, to include a report by George Stewart, CPA, our independent registered public accounting firm (the “Report”). The Report is in connection with the audited balance sheet of Wired Associates Solutions, Inc. as of October 31, 2011 and 2010, and the related statement of operations, stockholders’ equity and cash flows for the years ended and for the period from February 14, 2004 (inception), to October 31, 2011.

ITEM 8. FINANACIAL STATEMENTS AND SUPPLEMENTARY DATA.

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, 2011 and 2010, and the related statement of operations, stockholders’ equity and cash flows for the years then ended and for the period from February 14, 2003 (inception), to October 31, 2011. 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 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. 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 provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wired Associates Solutions Inc., (A Development Stage Company) as of October 31, 2011 and 2010, and the results of its operations and cash flows the years ended October 31, 2011 and 2010 and from February 14, 2003 (inception), to October 31, 2011 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

December 5, 2011

WIRED ASSOCIATES SOLUTIONS INC.

(A Development Stage Company)

Balance Sheets

	As of			As of
	October 31,			October 31,
	2011			2010
ASSETS

Current Assets
Cash	$	-		$	-

Total Current Assets		-			-

Total Assets	$	-		$	-

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued liabilities	$	9,352		$	8,752
Loan payable - related party		37,048			25,819

Total Current Liabilities		46,400			34,571

Total Liabilities		46,400			34,571

Stockholders' Equity

Common stock, ($0.001 par value, 50,000,000 shares authorized; 1,950,000 shares issued and outstanding as of October 31, 20011 and October 31, 2010		1,950			1,950
Additional paid-in capital		69,550			69,550
Deficit accumulated during development stage		(117,900	)		(106,071	)

Total Stockholders' Equity		(46,400	)		(34,571	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	-		$	-

See Notes to Financial Statements

WIRED ASSOCIATES SOLUTIONS INC.

(A Development Stage Company)

Statements of Operations

							February 14, 2003
	Year			Year			(inception)
	ended			ended			through
	October 31,			October 31,			October 31,
	2011			2010			2011

Revenues

Income	$	-		$	-		$	11,412

Total Revenues		-			-			11,412

Operating Expenses
Accounting and audit fees		7,500			7,500			64,906
Bank charges		-			-			941
Communications		-			-			4,373
Consulting fees		2,070			2,151			18,306
Filing fees		1,500			-			8,788
Foreign exchange		-			-			649
Legal fees		-			-			2,000
Office and miscellaneous		760			-			8,908
Rent		-			-			12,066
Website costs		-			-			5,124
Write-down of prepaid expense		-			-			3,250

Total Operating Expenses		11,830			9,651			129,311

Other Expenses
Interest paid		-			-			2

Total Other Expenses		-			-			2

Net Income (Loss)	$	(11,830	)	$	(9,651	)	$	(117,900	)

Basic earnings per share	$	0.01		$	0.00		$

Weighted average number of common shares outstanding		1,950,000			1,950,000

See Notes to Financial Statements

WIRED ASSOCIATES SOLUTIONS INC.

(A Development Stage Company)

Statement of Changes in Stockholders' Equity

From February 14, 2003 (Inception) through October 31, 2011

								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	)

Net loss, October 31, 2010									(9,651	)		(9,651	)

Balance, October 31, 2010		1,950,000		1,950		69,550			(106,071	)		(34,571	)

Net loss, October 31, 2010									(11,830	)		(11,830	)

Balance, October 31, 2010		1,950,000		1,950		69,550			(117,900	)		(46,400	)

See Notes to Financial Statements

WIRED ASSOCIATES SOLUTIONS INC.

(A Development Stage Company)

Statements of Cash Flows

							February 14, 2003
	Year			Year			(inception)
	ended			ended			through
	October 31,			October 31,			October 31,
	2011			2010			2011

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$	(11,830	)	$	(9,651	)	$	(117,900	)
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		600			-			9,352

Net cash provided by (used in) operating activities		(11,230	)		(9,651	)		(108,549	)

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash provided by (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES

Loan payable - related party		11,230			9,651			37,048
Issuance of common stock		-			-			71,500

Net cash provided by (used in) financing activities		11,230			9,651			108,548

Net increase (decrease) in cash		-			-			-

Cash at beginning of period		-			-			-

Cash at end of period	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for :

Interest	$	-		$	-		$	-

Income Taxes	$	-		$	-		$	-

See Notes to Financial Statements

WIRED ASSOCIATES SOLUTIONS INC.

(An Development Stage Company)

Notes to Financial Statements

October 31, 2011

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Wired Associates Solutions, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on February 14, 2003. The Company was formed as a multimedia/marketing company that specializes in the design and creation of effective marketing products and services, primarily internet based.

The Company is in the development stage. Due to the lack of results in its attempt to implement its original business plan, management determined it was in the best interests of the shareholders to look for other potential business opportunities that might be available to the Company.

Management has begun the process of analyzing the various alternatives that may be available to ensure the survival of the company and to preserve its shareholder's investment.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Accounting

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected an October 31 year-end.

b. Basic Earnings per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

c. Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

d. Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. In accordance with ASC No. 250 all adjustments are normal and recurring.

WIRED ASSOCIATES SOLUTIONS INC.

(An Development Stage Company)

Notes to Financial Statements

October 31, 2011

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e. Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

f. Revenue

The Company records revenue on the accrual basis when all goods and services have been performed and delivered, the amounts are readily determinable, and collection is reasonably assured. The Company has not generated any revenue since its inception.

g. Advertising

The Company will expense its advertising when incurred. There has been no advertising since inception.

h. Recent Accounting Pronouncements

The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company’s financial statements.

NOTE 3. GOING CONCERN

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At October 31, 2011, the Company had not yet achieved profitable operations, has accumulated losses of $117,900 since its inception, has a working capital deficiency of $46,400 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going 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.

WIRED ASSOCIATES SOLUTIONS INC.

(An Development Stage Company)

Notes to Financial Statements

October 31, 2011

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, 2011

Deferred tax assets:
Net operating tax carryforwards	$	117,900
Tax Rate		34	%
Gross deferred tax assets		40,086
Valuation allowance		(40,086	)

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, 2011, the Company has a net operating loss carryforwards of approximately $117,900. 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.

WIRED ASSOCIATES SOLUTIONS INC.

(An Development Stage Company)

Notes to Financial Statements

October 31, 2011

NOTE 7. STOCK TRANSACTIONS (Continued)

On February 14, 2003 the Company issued a total of 1,000,000 shares of common stock to two directors for cash in the amount of $0.0025 per share for a total of $2,500.

During June 2003 the Company completed its Regulation “D” Rule 504 offering and issued a total of 700,000 shares of common stock to twenty five unrelated investors for cash in the amount of $0.05 per share for a total of $35,000.

On March 23, 2007 the Company issued a total of 100,000 shares of common stock to a director for cash in the amount of $0.10 per share for a total of $10,000.

On June 15, 2007 the Company issued a total of 50,000 shares of common stock to a director for cash in the amount of $0.10 per share for a total of $5,000.

On January 31, 2008 the Company completed its SB-2 offering and issued a total of 100,000 shares of common stock to seven unrelated investors for cash in the amount of $0.20 per share for a total of $20,000.

As of October 31, 2011 the Company had 1,950,000 shares of common stock issued and outstanding.

NOTE 8. RELATED PARTY TRANSACTIONS

As of October 31, 2011, a loan payable in the amount of $37,048 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, 2011:

Common stock, $ 0.001 par value: 50,000,000 shares authorized; 1,950,000 shares issued and outstanding.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)

The following documents are filed as a part of this Report.

Exhibit No.		Description

3.1		Articles of Incorporation of Wired Associates Solutions, Inc. dated February 14, 2003*

3.2		Bylaws of Wired Associates Solutions, Inc. dated February 14, 2003*

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certification Pursuant To 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certification Pursuant To 18 U.S.C. 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Incorporated herein by reference to the Form SB-2 filed on May 14, 2001.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WIRED ASSOCIATES SOLUTIONS, INC.

Dated: January 13, 2012	By:	/s/ Justin Jarman
		Name: Justin Jarman
		Title: Chief Executive Officer, President,
		Secretary and Treasurer
		(Principal Executive Officer)

Wild Craze, Inc. - FORM 10-K/A - January 13, 2012

Attached files

Wild Craze, Inc. Reports