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Wild Craze, Inc. – ‘10-KT’ for 12/31/11

On:  Friday, 3/30/12, at 5:13pm ET   ·   For:  12/31/11   ·   Accession #:  1144204-12-19037   ·   File #:  0-53161

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/30/12  Wild Craze, Inc.                  10-KT      12/31/11   31:1.3M                                   Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-KT       Annual-Transition Report                            HTML    269K 
 2: EX-23.1     Consent of Experts or Counsel                       HTML     12K 
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 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     12K 
21: R1          Document and Entity Information                     HTML     41K 
17: R2          Consolidated Balance Sheets                         HTML     62K 
20: R3          Consolidated Balance Sheets [Parenthetical]         HTML     23K 
22: R4          Consolidated Statements of Operations               HTML     45K 
29: R5          Consolidated Statement of Changes in Stockholders'  HTML     62K 
                Equity (Deficit)                                                 
18: R6          Consolidated Statement of Changes in Stockholders'  HTML     16K 
                Equity (Deficit) [Parenthetical]                                 
19: R7          Consolidated Statements of Cash Flows               HTML     85K 
16: R8          Nature of Operations                                HTML     23K 
14: R9          Summary of Significant Accounting Policies          HTML     28K 
30: R10         Going Concern                                       HTML     16K 
24: R11         Acquisition                                         HTML     25K 
23: R12         Related Party Transactions                          HTML     19K 
26: R13         Income Taxes                                        HTML     22K 
27: R14         Stockholders' Equity                                HTML     18K 
25: R15         Commitments and Contingencies                       HTML     20K 
28: R16         Subsequent Events                                   HTML     17K 
31: XML         IDEA XML File -- Filing Summary                      XML     41K 
15: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS     90K 
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10: EX-101.DEF  XBRL Definitions -- wrds-20111231_def                XML    119K 
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 8: EX-101.SCH  XBRL Schema -- wrds-20111231                         XSD     51K 
13: ZIP         XBRL Zipped Folder -- 0001144204-12-019037-xbrl      Zip     31K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KT

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

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

For the transition period from November 1, 2011 to December 31, 2011

1559 East 38^th Street

Brooklyn, New York 11234

(Address of principal executive offices, including zip code)

(855) 639-9453

(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-KT or any amendment to this Form 10-KT. ¨

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):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ 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 March 30, 2012. As of March 30, 2012, the registrant had 2,009,520 shares of its common stock, par value $0.001 per share, outstanding.

Documents Incorporated by Reference: None

EXPLANATORY NOTE

On March 13, 2012, the Board of Directors of Wired Associates Solutions, Inc. (the “Company”) authorized an amendment to the Company’s bylaws changing the Company’s fiscal year end from October 31 to December 31. Our transition audited financial statements for the period from November 1, 2011 to December 31, 2011 are included herein. Please see the Current Report on Form 8-K filed with the Securities Exchange Commission on March 16, 2012.

WIRED ASSOCIATES SOLUTIONS, INC.

FOR THE TRANSITIONAL PERIOD FROM NOVEMBER 1, 2011 TO DECEMBER 31, 2011

INDEX TO REPORT ON FORM 10-KT

FORWARD LOOKING STATEMENTS

Included in this Form 10-KT are “forward-looking” statements, as well as historical information. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the expectations reflected in these forward-looking statements will prove to be correct. Our actual results could differ materially from those anticipated in forward-looking statements as a result of certain factors, including matters described in the section titled “Risk Factors.” Forward-looking statements include those that use forward-looking terminology, such as the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “project,” “plan,” “will,” “shall,” “should,” and similar expressions, including when used in the negative. Although we believe that the expectations reflected in these forward-looking statements are reasonable and achievable, these statements involve risks and uncertainties and we cannot assure you that actual results will be consistent with these forward-looking statements. We undertake no obligation to update or revise these forward-looking statements, whether to reflect events or circumstances after the date initially filed or published, to reflect the occurrence of unanticipated events or otherwise.

ITEM 1. BUSINESS.

Wired Associates Solutions, Inc. (the “Company”) was incorporated in the State of Nevada on February 14, 2003. We were a development stage company, whose original business plan was web development, specializing in the design, creation and marketing of cost effective Internet products. On November 1, 2011, we entered into a stock purchase agreement (the “Purchase Agreement”) by and among the Company, Park Investment Holdings, LLC, a Delaware limited liability company (“Park”), and two shareholders of the Company (the “Sellers”), pursuant to which the Sellers sold an aggregate of One Million One Hundred Fifty Thousand (1,150,000) shares of the Company’s common stock to Park.

On December 22, 2011 we entered into a Securities Exchange Agreement (the “Exchange Agreement”) by and among the Company, Park (the “Wired Majority Shareholder”), SnapTagz LLC, a Delaware limited liability company (“Snap”), and all of the unit holders of Snap (the “Snap Unit Holders”) who are signatories to the Exchange Agreement. On December 22, 2011 (the “Closing Date” or the “Closing”), pursuant to the terms of the Exchange Agreement, the Snap Unit Holders transferred and contributed all of their units (the “Snap Units”) to the Company, resulting in our acquisition of all of the outstanding Snap Units. In return, we issued to the Snap Unit Holders, their designees or assigns (the “Share Exchange”), an aggregate of 59,520 shares of common stock, par value $0.001 per share of the Company (the “Common Stock”). The foregoing issuance of the Common Stock of the Company to the Snap Unit Holders, their designees or assigns, constituted approximately 3% of our issued and outstanding Common Stock as of and immediately after the consummation of the transactions contemplated by the Exchange Agreement.

As a result of the Share Exchange and the other transactions contemplated thereunder, Snap became a wholly owned subsidiary of Wired Associates Solutions, Inc. Our officers and directors approved the Exchange Agreement and the other transactions contemplated thereunder. The managing members, and majority unit holders of Snap approved the Exchange Agreement and the other transactions contemplated thereunder.

We are currently introducing two granted patents for fabric accessories called Snaptagz to markets around the world. Snaptagz are a fashion accessory platform that attach to clothing and fit flush to a wide range of fabrics. The Snaptagz platform can be decorated or it can serve as a mount for other decorated parts like toys and jewelry. This platform enables the Company to work with many different designs in entertainment, sports, and music by marketing to various demographics.

Snaptagz Production

We have manufactured our production line and introduced our products to prospects in many different fields including toy retailers, licensing companies and sports teams.

Intellectual Property

We currently hold the exclusive rights to the following granted patents:

Potential Product Categories and Extensions

We provide the consumer with the ability to be creative with fashion by adding accessories to clothing. In addition to fashion accessories, our products can also be used to attach a variety of functional products to fabric:

Marketing Strategy

Strategic Licensing: We intend to continue entering into strategic licensing agreements with vendors to distribute our products in stores and online.

Visual Marketing: When Snaptagz are purchased and worn as fashion accessories our consumers will be promoting and marketing our product as they do their day to day activities.

Collectors Marketing: We intend to strategically produce a collection of Snaptagz to be marketed to collectors in the form of rare editions, variant colors and accessories, exciting display options, inserts to promote the complete collection, and an online forum to allow collectors to interact with each other.

Competition

Though we believe Snaptagz is a unique product, we will compete with the following companies in the toy industry:

Gund: A manufacturer of plush stuffed animals. It was founded by Adolph Gund in 1898 and is the oldest manufacturer of plush toys in the U.S. On July 1, 2008, Gund was sold to Enesco, a gift company known for among other things the Cherished Teddies line. Gund sells to more than 15,000 retail outlets.

Kids Brand, Inc.: Formerly known as Russ Berrie and Company, designs, develops and distributes infant and juvenile branded products. These products are primarily distributed through mass market, baby super stores, specialty stores, food stores, drug stores and independent e-commerce retailers worldwide. Kids Brand, Inc. sells to over 41,000 stores and the company’s operating business is composed of four wholly owned subsidiaries: (i) Kids Line, LLC; (ii) LaJobi, Inc.; (iii) Sassy, Inc.; and (iv) CoCaLo, Inc.

Number of Employees

At the present time, the company has no employees other than its officer and director, who devote their 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.

Where You Can Find More Information

We are subject to the reporting obligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These obligations include filing an annual report under cover of Form 10, with audited financial statements, unaudited quarterly reports on Form 10-Q and the requisite proxy statements with regard to annual stockholder meetings. The public may read and copy any materials the Company files with the Securities and Exchange Commission (the “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-0030. 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.

You should carefully consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. The occurrence of any of the following risks could harm our business, financial condition or results of operations.

Risks Relating to the Company

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.

We are a development stage company with limited revenue since inception, 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.

We do not have any additional source of funding for our business plans. If we are unable to receive additional funding we may no longer be able to continue our operations.

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: (i) abandon our business plans, cease operations and go out of business; (ii) continue to seek alternative and acceptable sources of capital; or (iii) 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.

If we obtain additional financing through issuing our shares to investors our existing stockholders may suffer substantial dilution.

There are still 47,990,480 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.

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.

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.

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.

Our Chief Executive Officer, Justin Jarman and our director, Steven Spiegel, currently devote only part time services to the company.

Justin Jarman our Chief Executive Officer, President, Secretary and Treasurer, and Steven Spiegel our director, currently devote 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 him. He has had no experience serving as a 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 him other business activities. In the event he 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.

Risks Related to Our Securities

At this time an active market does not exist for our common stock and we can offer no assurance that an active market for our securities will ever 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.

We do not offer cash dividends at this time and we do not anticipate offering cash dividends at any time in the future.

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.

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.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTY.

We currently utilize office space provided by our director at no charge. We believe that the existing office space is sufficient at this time and that 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 currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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 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:

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

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.

Holders

As of March 30, 2012, we have 2,009,520 shares of Common Stock issued and outstanding held by approximately 18 shareholders of record.

The transfer agent for our Common Stock is Holladay Stock Transfer, located at 2939 North 67th Place, Scottsdale, Arizona 85251. Holladay Stock Transfer can be reached by telephone at (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 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 December 31, 2011.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR 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. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REGISTRATION STATEMENT.

Change in Fiscal Year End

On March 13, 2012, the Board of Directors approved a change in our fiscal year end from October 31, to December 31. The change became effective at the end of the quarter ended December 31, 2011. All references to “years”, unless otherwise noted, refer to the twelve-month fiscal year, which prior to November 1, 2012, ended on October 31, and beginning with December 31, 2011, ends on December 31, of each year.

Our Business and Plan of Operation

We design, develop and manufacture fashion accessory and fashion accessories platforms that attach to clothing and fit flush to a wide range of fabric. The Snaptagz platform can be decorated or it can serve as a mount for other decorated parts like toys and jewelry. This platform enables the Company to work with all sorts of designs in entertainment, sports, and music by marketing to various demographics. We plan to bring our products to the market directly as well as by continuing to secure additional strategic licenses with suppliers in the toy and fashion accessory market.

On February 17, 2012, the Company entered into a definitive product license and distribution agreement (the “Licensing Agreement”) by and between the Company and Crescent Moon Holdings, LLC., a South Carolina limited liability company that focuses on toy development and distribution (the “Licensee”). Pursuant to the terms of the Licensing Agreement, for a one year period the Licensee will market, sell and distribute the Company’s consumer product, Snaptagz, for the benefit of the Company (the “Product Line”). As consideration for entering into the Licensing Agreement, Licensee agrees to pay the Company 6% of the gross sales of any items of the Product Line which are marketed, sold and distributed by the Licensee (the “Royalties”). Additionally, during the one year period commencing on February 17, 2012, Licensee shall pay to the Company the minimum sum of $10,000, said amount being payable on the one year anniversary thereof and shall be creditable towards Royalties due to the Company.

Our plan of operation is to generate revenue on our fashion accessory products through entering into additional strategic licensing agreements, visual marketing and strategic collector marketing. Our current focus is getting our product known to consumers by domestically and internationally marketing its design and functionality. Additionally, we plan to advertise through the use of our website located at http://www.snaptagz.net which is currently under operational.

Results of Operations

For the Two Months Ended December 31, 2011

The Company was originally formed as a multimedia/marketing company that specialized in the design and creation of effective marketing products and services, primarily internet based. The Company generated $11,412 in revenue since inception under this business model.

Change in Business Model

During the two months ended December 31, 2011 we ceased to engage in the multimedia and marketing industry and acquired the business of SnapTagz, LLC to engage in the production, distribution and marketing of fabric accessories. We generated $0 in revenue under this new business model and incurred $84,984 in general and administrative expenses for the two months ended December 31, 2011.

Revenue

Although we have launched our new product line we have not made any sales. At this time, we are domestically and internationally marketing our product and have not generated any revenue to date under our new business model.

Gross Profit

We are currently in a development stage and have not begun our revenue generation strategy. As such, we have not recognized any profit to date under our new business model.

General and Administrative Expenses

General and administrative expenses for the two months ended December 31, 2011 consisted primarily of legal and professional fees in the amount of $81,900 and minimum royalty payments of $3,000.

Loss from Operations

Loss from operations for the two months ended December 31, 2011 was $84,984. The loss was primarily attributable to the general and administrative expenses as detailed above.

Net Loss

Net Loss from operations for the two months ended December 31, 2011 was $84,984. The net loss was primarily attributable to the general and administrative expenses as detailed above.

Inflation did not have a material impact on the Company’s operations for the period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

For the Year Ended October 31, 2011 Compared to the Year Ended October 31, 2010

We have generated $0 in revenue for the years ended October 31, 2011 and October 31, 2010. We have incurred $11,830 in general and administrative expenses for the year ended October 31, 2011 as compared to $9,651 in general and administrative expenses for the year ended October 31, 2010.

Revenue

We had no sales during the years ended October 31, 2011 and 2010.

Gross Profit

We had no sales during the years ended October 31, 2011 and 2010. As such, we have not recognized any profit during the years ended October 31, 2011 and 2010.

General and Administrative Expenses

General and administrative expenses for the year ended October 31, 2011 consisted of legal and professional fees in the amount of $11,830 as compared to legal and professional fees in the amount of $9,651 for the year ended October 31, 2010.

Loss from Operations

Loss from operations for the year ended October 31, 2011 was $11,830. The loss was primarily attributable to the general and administrative expenses as detailed above. Loss from operations for the year ended October 31, 2010 was $9,651. The loss was primarily attributable to the general and administrative expenses as detailed above.

Net Loss

Net Loss from operations for the year ended October 31, 2011 was $11,830. The net loss was primarily attributable to the general and administrative expenses as detailed above. Net Loss from operations for the year ended October 31, 2010 was $9,651. The net loss was primarily attributable to the general and administrative expenses as detailed above.

Inflation did not have a material impact on the Company’s operations for the period. Other than the foregoing, management knows of no trends, demands, or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at December 31, 2011, October 31, 2011 and October 31, 2010.

For the Two Month Period Ended December 31, 2011

At December 31, 2011, we had a working capital deficit of ($110,079). The deficit is primarily related to legal and professional liabilities incurred in connection with the acquisition of SnapTagz, LLC. The Company has commenced commercialization of the product line and entered into a Licensing Agreement but has not recorded any sales to date.

Net cash used in operating activities for the two months ended December 31, 2011 was $21,195. The net loss for the two months ended December 31, 2011 was $84,984. Cash used in operating activities was primarily for legal fees.

Net cash obtained through all financing activities for the 2 months ended December 31, 2011 was $5,500. This consisted of $5,500 in proceeds from related party loans to the company.

For the Years Ended October 31, 2011 and October 31, 2010

At October 31, 2011 we had a working capital deficit of ($46,400), as compared to a working capital deficit of ($34,571), at October 31, 2010, an increase of $11,829. The increase is primarily related to an increase in related party loans in order to fund operating activities.

Net cash used in operating activities for the years ended October 31, 2011 and 2010 was $11,230 and $9,651, respectively. The net loss for the years ended October 31, 2011 and 2010 was $11,830 and $9,651, respectively. Cash used in operating activities for the years ended October 31, 2011 and 2010 was primarily for legal and professional fees.

Net cash obtained through all financing activities for the years ended October 31, 2011 and 2010, was $11,230 and 9,651, respectively. This consisted of $11,230 and $9,651, during the years ended October 31, 2011 and 2010, respectively, in proceeds from related party loans to the company.

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 8. FINANACIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statement, together with the independent registered public accounting firm’s report begins on page F-1, immediately after the signature page.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE.

Not Applicable.

ITEM 9A. 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 TRANSITIONAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of December 31, 2011, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2011, and identified the following material weaknesses:

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the consolidated financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

The Company will continue its assessment on a quarterly basis and as soon as we start operations we plan to hire personnel and resources to address these material weaknesses. We believe these issues can be solved with hiring in-house accounting support and plan to do so as soon as we have funds available for this. There has been no change in its internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

This transitional report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the Securities and Exchange Commission.

The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers at March 30, 2012. There is no familial relationship between or among the nominees, directors or executive officers of the Company:

(1) On November 1, 2011, Jacqueline Winwood resigned as Chairman, Chief Executive officer, President, Secretary and Treasurer (the “Executive Positions”). On the same date, Justin Jarman was appointed to the Executive Positions.

(2) On December 22, 2011 Justin Jarman resigned as the sole director of the Company. On the same date, Steven Spiegel was appointed sole director of the Company.

Justin Jarman, Chief Executive Officer

Mr. Jarman is currently the Chief Executive Officer and Director of the Company. Prior to joining the Company, in 2010, Mr. Jarman co-founded Action Ventures, LLC, a technology based software and gaming company focusing on propositional wagering (“Action”). As the current President of Action, Mr. Jarman identifies and recruits the management team, oversees Action’s operational components, drafting of provisional patent claims, business finances and the development of strategic partnerships. From 2009 to 2010, Mr. Jarman co-founded Community-Lenders, an internet micro lending company, offering short-term high-interest rate loans. From 2008 to 2009, Mr. Jarman worked for Newport Mesa Financial, where he served as the head of loan origination and due diligence for an alternative asset hedge fund. From 2008 to 2010, Mr. Jarman co-founded Bold Group, Inc., a collateral management company for hedge funds with $2.5 billion in assets. At Bold Group, Inc., Mr. Jarman served as a Partner and Senior Vice President of Portfolio Operations. From 2007 to 2008, Mr. Jarman worked in the global wealth management division of Merrill Lynch. Mr. Jarman earned his Certificate in International Business in 2006, while studying in Aix-en-Provence, France and a bachelor’s degree in business economics from the University of Arizona.

Steven Spiegel, Director

Mr. Spiegel is currently the sole director of the Company. Prior to joining the Company, in 2009, Mr. Spiegel served as the Chief Executive Officer of Omega Global Enterprises (“Omega”), a financial services company. As the current Chief Executive Officer of Omega, Mr. Spiegel oversees all divisions of Omega, including principal investment activities and operations. In 2010, Mr. Spiegel became the manager of Omega Venture Capital, a venture capital investment fund. As the current manager of Omega Venture Capital, Mr. Spiegel manages direct investments in early stage to mid-size start-up companies. In 2009, Mr. Spiegel became a partner at HM Ruby Fund, a Los Angeles based hedge fund (the “Fund”), which specializes in investing in life-based assets. As a current partner of the Fund, Mr. Spiegel is responsible for managing and overseeing the Fund’s investment strategy. From 2001 to present, Mr. Spiegel has served as the Chief Executive Officer of R and S Capital Group, an investment firm (the “Firm”). In his current role as Chief Executive Officer of the Firm, Mr. Spiegel is responsible for managing the Firm’s investment operations. In 2001, Mr. Spiegel received his B.A. in finance from Brooklyn College. Due to the foregoing executive and managerial business experience we believe that Mr. Spiegel is fit to serve as our sole director of the board.

Board of Directors

Our directors are elected by the stockholders to a term of one year and serve 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 serve 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.

Family Relationships

There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

Subsequent Executive Relationships

There are no family relationships among our directors and executive officers. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past five years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past five years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past five years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past five years.

None of our directors or executive officers or their respective immediate family members or affiliates are indebted to us.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the fiscal year ended December 31, 2011, were timely.

Code of Ethics

We do not currently have a code of ethics that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer or Controller, or persons performing similar functions. Because we have only limited business operations and four officers and directors, we believe a code of ethics would have limited utility. We intend to adopt such a code of ethics as our business operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

Option Grants Table

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table from inception through March 30, 2012.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of March 30, 2012, the number of shares of our common stock owned by (i) each person who is known by us to own of record or beneficially five percent (5%) or more of our outstanding shares, (ii) each of our directors, (iii) each of our executive officers and (iv) all of our directors and executive officers as a group. Unless otherwise indicated, each of the persons listed below has sole voting and investment power with respect to the shares of our common stock beneficially owned.

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

In accordance with Item 404 of Regulation S-K, we have not entered into any transaction, since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are going to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest.

Director Independence

The common stock of the Company is currently quoted on the OTCBB, an exchange which currently does not have director independence requirements. On an annual basis, each director and executive officer will be obligated to disclose any transactions with the Company in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest in accordance with Item 407(a) of Regulation S-K. Following completion of these disclosures, the Board will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy both the criteria for the NASDAQ and the American Stock Exchange.

As of December 31, 2011, the Board determined that our sole director, Steven Spiegel, is independent under these standards.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

For the two month period ended December 31, 2011, the total fees charged to the company for audit services, including quarterly reviews, were $4,500 for audit-related services, $0 for tax services and $0 for other services.

For the years ended October 31, 2011 and October 31, 2010, the total fees charged to the company for audit services, including quarterly reviews, were $15,000, for audit-related services, $0 for tax services and $0 for other services.

AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES

Effective May 6, 2003, the SEC adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

· approved by our audit committee; or

· entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.

We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

WIRED ASSOCIATES SOLUTIONS, INC

CONSOLIDATED FINANCIAL STATEMENTS

(A DEVELOPMENT STAGE COMPANY)

FEBRUARY 14, 2003 (INCEPTION) TO DECEMBER 31, 2011

CONTENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Wired Associates Solutions, Inc. (a development stage company)

We have audited the accompanying balance sheet of Wired Associates Solutions, Inc. (a development stage company) as of December 31, 2011, and the related statements of income, stockholders’ deficit, and cash flows for the period from November 1, 2011 through December 31, 2011. 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 did not audit the financial statements of Wired Associates Solutions Inc. for the period from inception to October 31, 2011. Those statements were audited by other auditors whose reports have been furnished to us and our opinion, insofar as it relates to amounts for the period from inception to October 31, 2011, included in the cumulative totals, is based solely upon the report of the other auditors.

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 the 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 provide a reasonable basis for our opinion.

In our 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 December 31, 2011, and the results of its operations and its cash flows for the period from November 1, 2011 through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully discussed in Note 3 to the financial statements, the Company has an accumulated net loss during the development stage and a net loss and net cash used in operations for the period from November 1, 2011 through December 31, 2011. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Rosenberg Rich Baker Berman & Company

Somerset, New Jersey

March 29, 2012

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)

Consolidated Balance Sheets

See accompanying notes to financial statements

Wired Associates Solutions, Inc

(A Development Stage Company)

Consolidated Statements of Operations

See accompanying notes to financial statements

Wired Associates Solutions, Inc.

(A Development Stage Company)

Consolidated Statement of Changes in Stockholders' Equity (Deficit)

For the Period from February 14, 2003 (Inception) to December 31, 2011

See Accompanying Notes to Financial Statements

Wired Associates Solutions, Inc.

Consolidated Statements of Cash Flows

See accompanying notes to financial statements

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Note 1 Nature of Operations

Business

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

Pursuant to the Exchange Agreement with SnapTagz, LLC (“Snap”), as discussed in Note 4, we ceased to engage in the multimedia and marketing industry and acquired the business of Snap to engage in the production, distribution and marketing of fabric accessories.

Change in Fiscal Year End

On March 13, 2012 the Board of Directors of the Company approved a change in the fiscal year end from October 31, to December 31. The change became effective at the end of the two months ended December 31, 2011. All references to “years”, unless otherwise noted, refer to the twelve-month fiscal year, which prior to November 1, 2011, ended on October 31, and beginning with December 31, 2011, ends on December 31, of each year.

Note 2 Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of consolidation

All significant intercompany accounts and transactions have been eliminated in consolidation.

Development Stage Company

The Company's consolidated financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include equity based financing and further implementation of the business plan, including research and development.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: the fair value of options granted as compensation, estimates of the probability and potential magnitude of contingent liabilities and the valuation allowance for deferred tax assets due to continuing operating losses.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Risks and Uncertainties

The Company's consolidated operations are subject to significant risk and uncertainties including financial, operational, technological, and regulatory risks including the potential risk of business failure. See Note 3 regarding going concern matters.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at December 31, 2011 and October 31, 2011.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2011 and October 31, 2011, no cash balances exceeded the federally insured limit.

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments, approximates fair value due to the relatively short period to maturity for these instruments.

Research and Development

Research and development is expensed as incurred. There was no such expense for the period February 14, 2003 (inception) to December 31, 2011.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Share-Based Payments

Generally, all forms of share-based payments, including stock option grants, warrants, restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on the estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The expense resulting from share-based payments is recorded as general and administrative expense. During December 2011 the Company accrued a liability relating to 422,500 shares of common stock to be issued to attorneys and consultants, for services rendered, at a fair value of $6,257 ($0.015/share), based upon a third party valuation of the Company.

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.

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 currently is in the development stage and has only generated $11,830 in revenue since its inception.

Advertising

The Company expenses advertising when incurred. There has been no advertising since inception.

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.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

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.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that are expected to have an effect on our consolidated financial statements.

Note 3 Going Concern

As reflected in the accompanying consolidated financial statements, the Company has a net loss and net cash used in operations of $84,984 and $21,195, respectively, for the two months ended December 31, 2011 and an accumulated net loss during the development stage totaling $202,884. The Company currently is in the development stage and has only generated $11,830 in revenue since its inception.

The ability of the Company to continue its operations is dependent on Management's plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 Acquisition

On December 22, 2011, Wired Associates Solutions, Inc. (Wired) and Park Investment Holdings, LLC, (Park) the majority stockholder of Wired, entered into an Agreement and Plan of Exchange (the “Share Exchange Agreement”) with SnapTagz, LLC (“Snap”), the majority unit holder of Snap, and certain equity holders of Snap; setting forth the acquisition of Snap assets and assumption of liabilities.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Pursuant to the terms of the Share Exchange Agreement, Wired agreed to issue an aggregate of 59,520 shares of Wired's common stock to the Snap unit holders in exchange for all of the issued and outstanding units of Snap.

Snap founder and majority unitholder, became a majority beneficial owner of Wired on November 1, 2011. The Company determined that the transaction represented a transaction between entities under common control and, accordingly, assets and liabilities acquired were recorded at their carrying amounts and no goodwill or other intangible was recorded. The acquisition was accounted for as a reorganization of entities under common control. Accordingly, the operations of Snap were included in the consolidated financial statements as if the transaction had occurred retroactively to November 1, 2011.

Based on carrying value at November 01, 2011, the following sets forth the components of the assets acquired and liabilities assumed:

Note 5 Related Party Transactions

As of December 31, 2011 the Company was indebted to a related party in the amount of $20,975. During the two months ended December 31, 2011, this related party advanced the Company $5,500 to pay outstanding invoices for professional services provided to the Company. The loan is unsecured and is due on demand.

During previous periods, a Company director loaned the Company monies to pay outstanding invoices. On December 23, 2011 the total outstanding loan payable to the director in the amount of $37,049 was forgiven and accounted for as contributed capital.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Note 6 Income Taxes

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards 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.

As of December 31, 2011, the Company has net operating loss carry forwards of approximately $202,884. Net operating loss carry forwards expire twenty years from the date the loss was incurred.

Note 7 Stockholders’ Equity

Stock Transactions

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.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

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.

On December 22, 2011 the Company issued a total of 59,520 shares of common stock in conjunction with an asset acquisition (See “Note 4”).

Stock to be issued

During December 2011 the Company accrued a liability relating to 110,000 shares of common stock to be issued to attorneys, for services rendered, at a fair value of $1,629 ($0.015/share), based upon a third party valuation of the Company.

During December 2011 the Company accrued a liability relating to 312,500 shares of common stock to be issued to a consultant, for services rendered, at a fair value of $4,628 ($0.015/share), based upon a third party valuation of the Company.

Note 8 Commitments and Contingencies

Litigations, Claims and Assessments

The Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse affect on its business, financial condition or operating results.

Assignment and Assumption Agreements

On May 18, 2011, the Company entered into an Assignment and Assumption Agreement with a member and a third party. The member assigns the exclusive right to a patent to the company. In exchange, the Company assumes the obligation to pay a 3% royalty on all net profits realized from the monetization of the patent, not to exceed $310,000. The royalty payments are payable quarterly. In addition, the Company was required to pay a $10,000 royalty prepaid upon execution of the Assignment and Assumption Agreement.

In addition, on May 18, 2011, the Company entered into a second Assignment and Assumption Agreement with a member and a third party. The member assigns the exclusive right to a patent to the company. In exchange, the Company assumes the obligation to pay a 3% royalty on all net profits realized from the monetization of the patent within the United States of America and territories controlled by the United States of America. The royalty payments are payable quarterly. The Company is required to pay a minimum royalty of $3,000 for all quarters ended during the 2011 calendar year, $4,000 for all quarters ended during the 2012 calendar year, and $5,000 per quarter thereafter.

Wired Associates Solutions, Inc

(A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2011

Note 9 Subsequent Events

Convertible Note

On January 23, 2012, Wired Associates Solutions, Inc. (the “Company”) issued a senior secured convertible promissory note in the principal amount of $102,259 (the “Note”) in favor of Omega Global Enterprises, LLC, a Delaware limited liability company (“Omega”). The Note is due on demand and bears interest at a rate of twelve percent (12%) per annum. The Note is convertible into shares of the Company’s common stock at a price equal to the average of the immediately preceding three volume weighted average prices prior to receipt by the Company of a notice of conversion delivered by the holder. The Note may be prepaid in whole or in part at the Company’s option without penalty. Further, the Note grants to Omega a continuing, first priority security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired.

License and Distribution Agreement

On February 17, 2012, Wired Associates Solutions, Inc. a Nevada corporation (the “Licensor”), entered into a definitive product license and distribution agreement (the “Agreement”) by and between the Licensor and Crescent Moon Holdings, LLC., a South Carolina limited liability company that focuses on toy development and distribution (the “Licensee”). Upon execution of the Agreement the Company ceased being a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act).

Pursuant to the terms of the Agreement, for a one year period the Licensee will market, sell and distribute the Licensor’s consumer product, SnapTagz, for the benefit of the Licensor (the “Product Line”). As consideration for entering into the Agreement, Licensee agrees to pay the Licensor 6% of the gross sales of any items of the Product Line which are marketed, sold and distributed by the Licensee (the “Royalties”). Licensee will make payment to Licensor within thirty days after the end of each calendar quarter. Additionally, during the one year period commencing on February 17, 2012, Licensee shall pay to Licensor the minimum sum of $10,000, said amount being payable on the one year anniversary thereof and shall be creditable towards Royalties due to Licensor.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-KT’ Filing		Date		Other Filings
		11/1/12
Filed on:		3/30/12
		3/29/12		DEF 14C
		3/16/12		8-K
		3/13/12		8-K
		2/17/12		8-K,  8-K/A
		1/23/12		8-K
For Period end:		12/31/11
		12/29/11		8-K
		12/23/11
		12/22/11		4,  8-K
		12/5/11
		11/1/11		3,  8-K
		10/31/11		10-K,  10-K/A
		5/18/11
		10/31/10		10-K
		10/31/09		10-K,  NT 10-K
		10/31/08		10-K,  10-K/A,  NT 10-K
		9/12/08		8-K
		7/1/08
		1/31/08		10-Q,  NT 10-Q
		10/31/07		10KSB,  10KSB/A,  NT 10-K
		6/15/07
		3/23/07
		10/31/06
		10/31/05
		10/31/04
		10/31/03
		5/6/03
		2/14/03
		5/14/01
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Filing Submission 0001144204-12-019037   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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