Wilder Filing, Inc. - FORM 10-Q

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Wilder Filing, Inc.	Financial_Report.xls
EX-32.1 - CERTIFICATION OF WILDER?S PRESIDENT AND CFO REQUIRED BY RULE 13A-14(B) - Wilder Filing, Inc.	exhibit32_1.htm
EX-31.1 - CERTIFICATION OF WILDER?S PRESIDENT AND CFO PURSUANT TO RULE13A- 14(A) - Wilder Filing, Inc.	exhibit31_1.htm

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2011

( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934.

Commission File No. 000-53876

Wilder Filing, Inc.

(Name of Small Business Issuer in its Charter)

New York	91-1768085
(State of Incorporation)	(IRS Identification Number)

82 Dune Road, Island Park, New York 11558

(Address of Principal Executive Offices)

Registrant's telephone number, including area code (561) 431-1447

Indicate by a check mark whether the issuer has (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

( ) Yes (X) No

Indicate by a check mark whether the issuer is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ] Non-Accelerated Filer [ ] Smaller Reporting Company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes [ ] No [X]

State the number of shares outstanding of each of the Registrant's classes of common equity, as of the latest applicable date: 9,537,000 as of September 30, 2011.

ITEM 1.

FINANCIAL STATEMENTS (UNAUDITED)

Wilder Filing, Inc.
Balance Sheets

	September 30,		December 31,
	2011		2010
	(Unaudited)		(Audited)

ASSETS

CURRENT ASSETS
Cash	$	2,163	$	413
Accounts Receivable		1,930		2,946
TOTAL CURRENT ASSETS		4,093		3,359

Equipment, less accumulated depreciation of $849 and $696, respectively		172		325

TOTAL ASSETS	$	4,265	$	3,684

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

LIABILITIES
Accounts Payable and Accrued Expenses	$	7,550	$	5,100
Due to Related Party		6,289		1,289
TOTAL LIABILITIES		13,839		6,389

Stockholders' Deficiency
Preferred Stock, $0.0001 par value;
authorized 1,000,000 shares, none issued and outstanding		-		-
Common stock, $0.0001 par value;
authorized 50,000,000 shares, issued and outstanding
9,537,000 and 9,537,000 shares, respectively		954		954
Additional paid-in capital		2,821		2,821
Accumulated deficit		(13,349)		(6,480)
Total Stockholders' deficiency		(9,574)		(2,705)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY	$	4,265	$	3,684

See notes to financial statements.

F-1

Wilder Filing, Inc.
Statements of Operations
(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010

Revenues:
Fees revenue	$	1,930	$	958	$	3,100	$	5,042
Total revenues		1,930		958		3,100		5,042

Costs and expenses
Compensation to Related Parties		-		-		-		3,900
Other general and administrative		3,467		6,651		9,969		8,528
Total costs and expenses		3,467		6,651		9,969		12,428

Income before income taxes		(1,537)		(5,693)		(6,869)		(7,386)

Income taxes (benefit)		-		-		-		-

Net loss	$	(1,537)	$	(5,693)	$	(6,869)	$	(7,386)

Net loss per share
Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Number of Common shares used to compute net loss per share
Basic and diluted	9,537,000		9,537,000		9,537,000		9,537,000


See notes to financial statements.

F-2

Wilder Filing, Inc.
Statements of Cash Flows
(Unaudited)

	Nine Months Ended
	September 30,
	2011		2010

Cash Flows from Operating Activities

Net loss	$	(6,869)	$	(7,386)
Depreciation		153		-
Change in operating assets and liabilities:
Accounts Receivable		1,016		1,244
Accounts payable		2,450		4,500
Net cash used for operating activities		(3,250)		(1,642)

Cash Flows from Investing Activities
Equipment additions		-		-
Net cash used for investing activities		-		-

Cash Flows from Financing Activities
Advances from related party		5,000		-
Net cash provided by financing activities		5,000		-

Increase (decrease) in cash		1,750		(1,642)

Cash- beginning of period		413		1,520

Cash- end of period	$	2,163	$	(122)

Supplemental disclosures of cash flow information:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

See notes to financial statements.

F-3

Wilder Filing, Inc.
Statements of Stockholders' Deficiency

	Common Stock						Retained
	$0.0001 par value				Additional		Earnings
	Shares		Amount		Paid in Capital		(Deficit)		Total

Balance- December 31, 2007	9,500,000	$	950	$	1,900	$	92	$	2,942
Net income	-		-		-		4,361		4,361
Balance- December 31, 2008	9,500,000		950		1,900		4,453		7,303

Issuance of stock for cash	37,000		4		921		-		925
Net Loss	-		-		-		(3,545)		(3,545)
Balance- December 31, 2009	9,537,000		954		2,821		908		4,683

Net Loss	-		-		-		(7,388)		(7,388)
Balance- December 31, 2010	9,537,000		954		2,821		(6,480)		(2,705)

Unaudited:
Net Loss	-		-		-		(6,869)		(6,869)
Balance- September 30, 2011	9,537,000	$	954	$	2,821	$	(13,349)	$	(9,574)






See notes to financial statements.

F-4

Wilder Filing, Inc.

Notes to Financial Statements

September 30, 2011

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS

Wilder Filing, Inc. (the “Company”) was incorporated in New York on August 20, 2004. The Company provides EDGAR filing services to Securities and Exchange Commission (“SEC”) reporting companies.

NOTE 2 – INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of September 30, 2011 and for the three and nine months ended September 30, 2011 and 2010 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of September 30, 2011 and the results of operations and cash flows for the three and nine months ended September 30, 2011 and 2010. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine month period ended September 30, 2011 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the year ended December 31, 2010.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Basis of presentation

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).

The financial statements have been prepared on a “going concern” basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as of September 30, 2011, the Company had cash of $2,163 and a stockholders’ deficiency of $9,574. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company plans to improve its financial condition by obtaining new financing and new SEC reporting company customers. However, there is no assurance that the Company will be successful in accomplishing these objectives. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

F-5

Wilder Filing, Inc.

Notes to Financial Statements

September 30, 2011

(Unaudited)

(b)	Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

(c)	Fair Value of Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, and accounts payable and accrued expenses. The fair value of these financial instruments approximate their carrying amounts reported in the balance sheets due to the short term maturity of these instruments.

(d)	Cash and Cash Equivalents

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

(e)

Equipment

Equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight line method over the estimated useful lives of the respective assets.

(f)	Revenue Recognition

Revenue from services is recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the price is fixed or determinable, (3) collectability is reasonable assured, and (4) services have been performed.

(g)	Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with Accounting Standards Codification (“ASC”) Topic 718, “Shared-Based Payment”.

(h)	Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is not more likely than not that some portion or all of the deferred tax assets will be realized.

F-6

Wilder Filing, Inc.

Notes to Financial Statements

September 30, 2011

(Unaudited)

(i)	Net Income (Loss) per Share

Basic net income (loss) per common share is computed on the basis of the weighted average number of common shares outstanding during the period.

Diluted net income (loss) per share is computed on the basis of the weighted average number of common shares and dilutive securities (such as stock options and convertible securities) outstanding. Dilutive securities having an anti-dilutive effect on diluted net income (loss) per share are excluded from the calculation.

(j)	Recently Issued Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

NOTE 4 – DUE TO RELATED PARTY

During 2010 and 2011, Schonfeld & Weinstein, L.L.P. (“S & W”) advanced funds to the Company and paid certain Company invoices. S & W is a law firm controlled by the Company’s chief executive officer (also a director and 47% stockholder) and another Company director and 47% stockholder.

Activity of due to related party follows:

S & W payment of Company software invoice in May 2010	$	2,389
S & W cash loan to Company in June 2010		500
Company repayment to S & W in September 2010		(2,100)
S & W payment of audit fee invoice in December 2010		500
Balance due to related party at December 31, 2010		1,289
S & W cash loan to Company in April 2011		5,000
Balance due to related party at September 30, 2011	$	6,289

The balance due to related party is non-interest bearing and is due on demand.

F-7

Wilder Filing, Inc.

Notes to Financial Statements

September 30, 2011

(Unaudited)

NOTE 5 – STOCKHOLDERS’ EQUITY

On January 4, 2008, the Company amended its certificate of incorporation to change its authorized capital from 200 shares of common stock, no par value, to 50,000,000 shares of common stock, $0.0001 par value per share, and 1,000,000 shares of preferred stock, $0.0001 par value per share and to increase its issued and outstanding shares of common stock to 9,500,000 shares. All references to shares and per share amounts in the accompanying financial statements have been restated to retroactively reflect these transactions.

In 2009, the Company sold in private transactions a total of 37,000 shares of its common stock to a total of 37 investors at a price of $0.025 per share, or $925 total.

NOTE 6 – INCOME TAXES

Income taxes consist of:

	Nine Months Ended
	September 30,
	2011		2010

Current:
Federal	$	-	$	-
New York		-		-

Deferred:
Federal		-		-
New York		-		-

Total	$	-	$	-

F-8

Wilder Filing, Inc.

Notes to Financial Statements

September 30, 2011

(Unaudited)

A reconciliation of expected income tax at the statutory Federal income tax rate of 35% to the provision for income taxes follow:

	Nine Months Ended
	September 30,
	2011		2010

Expected income tax at 35%	$	(2,404)	$	(2,585)
Increase in valuation allowance		2,404		-
S corporation status in 2010		-		2,585

Total	$	-	$	-

From inception to 2010, the Company filed its Federal and New York income tax returns as an S corporation. As such, the net income (loss) of the Company was includible in the income tax returns of the Company stockholders and the Company was not subject to income tax.

The Company terminated its S corporation elections effective January 1, 2011 and will be taxable as a C corporation in 2011 and thereafter. Had the Company been taxed as a C corporation in 2010, pro forma income taxes would not have been different for the periods presented.

NOTE 7- SIGNIFICANT CUSTOMERS

In the nine months ended September 30, 2011, two customers accounted for approximately 64% and 36%, respectively, of total revenues.

In the nine months ended September 30, 2010, three customers accounted for approximately 55%, 35% and 10%, respectively, of total revenues.

F-9

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

The following discussion and analysis provides information that we believe is relevant to an assessment and understanding of our financial condition as of September 30, 2011 and our results of operations for the three and nine months ended September 30, 2011 and 2010. The following discussion should be read in conjunction with the financial statements for such periods.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or out industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated and prepared in US Dollars and are prepared in accordance with accounting principles generally accepted in the United States of America.

As used in this quarterly report, the terms "Wilder" the “Company”, “we”, “us”, “our” mean Wilder Filing, Inc., unless otherwise indicated.

Critical Accounting Policies and Estimates

In connection with the issuance of Securities and Exchange Commission FR-60, the following disclosure is provided to supplement the Company’s accounting policies in regard to significant areas of judgment. Management of the Company is required to make certain estimates and assumptions during the preparation of financial statements in accordance with accounting principles generally accepted in the United States. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements. These estimates also impact the reported amount of net earnings during any period. Actual results could differ from those estimates. Because of the size of the financial statement elements to which they relate, some of our accounting policies and estimates have a more significant impact on our financial statements than others.

Overview of Company

Incorporated in 2004, Wilder Filing, Inc. has provided EDGAR filing services to companies reporting to the United States Securities and Exchange Commission since 2004. We file any and all documents required to be filed with the SEC by registrants of securities and/or companies subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

We had $6,380 and $30,727 in revenues for the years ended December 31, 2010 and 2009, respectively, with net loss of $7,388 in 2010 and a net loss of $3,545 in 2009. We had revenue of $3,100 and net loss of $ 6,869 for the nine months ended September 30, 2011.

Wilder has limited operating capital, and it may not be sufficient to enable us to fully continue and/or increase our business operations. Additional funding may be required to meet Wilder’s goals to expand operations and increase marketing efforts. In such case, existing shareholders may see their investments in Wilder diluted.

RESULTS OF OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO SEPTEMBER 30, 2010.

REVENUES

Fees revenue for the three months ended September 30, 2011 were $1,930, an increase of $972 or 101%, as compared to fees revenue of $958 for the three months ended September 30, 2010. The increase in revenue is due to the addition of a new customer in the third quarter of 2011.

For the three months ended September 30, 2011, one major customer accounted for 57% of our total revenue. During the same period of 2010, the same one customer accounted for 100% of our total revenues.

COST AND EXPENSES

Cost and expenses for the three months ended September 30, 2011 totaled $3,467, a decrease of $3,184 or 48%, as compared to cost and expenses of $6,651 for the three months ended September 30, 2010.

Compensation to Related Parties

Compensation to related parties was $0 for the three months ended September 30, 2011 and September 30, 2010.

Other General and Administrative

Other general and administrative expenses decreased from $6,651 for the third quarter of 2010, to $3,467 for the same period in 2011.

NET INCOME (LOSS)

As a result of the above, for the three months ended September 30, 2011 we had a net loss of $1,537 and for the three months ended September 30, 2010 we had a net loss of $5,693.

RESULTS OF OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO SEPTEMBER 30, 2010.

REVENUES

Fees revenue for the nine months ended September 30, 2011 were $3,100, a decrease of $1,942 or 39%, as compared to fees revenue of $5,042 for the nine months ended September 30, 2010. The decrease in revenue is due to a decrease in the number of filings that our largest client required in, the first nine months of 2011.

For the nine months ended September 30, 2011, one major customer accounted for 64% of our total revenue. During the same period of 2010, the same one customer accounted for 55% of our total revenues.

COST AND EXPENSES

Cost and expenses for the nine months ended September 30, 2011 totaled $9,969, a decrease of $2,459 or 20%, as compared to cost and expenses of $12,428 for the nine months ended September 30, 2010.

Compensation to Related Parties

Compensation to related parties decreased $3,900 or 100% from $3,900 for the nine months ended September 30, 2010 to $ 0 for the nine months ended September 30, 2011.

Other General and Administrative

Other general and administrative expenses increased from $8,528 for the nine months ended September 30, 2010 to $9,969 for the nine months ended September 30, 2011.

NET INCOME (LOSS)

As a result of the above, for the nine months ended September 30, 2011 we had a net loss of $6,869, and for the nine months ended September 30, 2010, we had a net loss of $7,386.

LIQUIDITY AND CAPITAL RESOURCES

Since our inception, our primary source of liquidity has come from fees revenue. For the nine months ended September 30, 2011, cash was $2,163, and $413 as of December 31, 2010.

Management believes that the Company does not sufficient capital for ongoing operation for the next twelve months. We expect to raise capital through a private offering of securities or loans to the company to fund our operations.

OFF BALANCE SHEET ARRANGEMENTS

Wilder has no off balance sheet arrangements.

INFLATION

We do not believe that inflation has had a significant impact on our results of operations or financial condition.

Item 3.

QUANTATATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

N/A

Item 4T.

CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is communicated to our management including our Chief Executive Officer and Chief Financial Officer as appropriate. With the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15(d)-15(e)), as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of September 30, 2011.

(b) Changes in Internal Control over Financial Reporting

During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting.

Given the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, will have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Further, the design of a control system must reflect the fact that there are resource constraints, and that the benefits of a control system must be considered relative to its cost. The design of any system of controls is also based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

PART II.

OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

Item 1A.

RISK FACTORS

There have been no material changes from the risk factors described in “Risk Factors” of our annual report on Form 10-K filed on May 9, 2011.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND PROCEEDS

During the three months ended September 30, 2011, there were no sales of unregistered equity securities.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

[REMOVED AND RESERVED]

Item 5.

OTHER INFORMATION

None.

Item 6.

EXHIBITS

The following exhibits are filed as part of this Form 10-Q.

(a)	Exhibits required by Item 601 of Regulation S-K

Exhibit No.

Description

31. 1

Certification of Wilder’s President and Wilder’s Chief Financial Officer pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934

32.1	Certification of Wilder’s President and Wilder’s Chief Financial Officer required by Rule 13a-14(b) under the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 the United States Code (18 U.S.C. 1350)

SIGNATURE

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.

	WILDER FILING INC.

Dated: January 29, 2012	By:	/s/Joel Schonfeld
	Name:	Joel Schonfeld
	Title:	President

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