Registration of Securities by a Small-Business Issuer — Form SB-2
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SB-2 Form SB-2 of Wired Associates Solutions 52 224K
2: EX-3.1 Articles of Incorporation 5 18K
3: EX-3.2 Bylaws 20 81K
4: EX-5 Opinion & Consent of Joseph I. Emas, Esq 2 10K
5: EX-23.2 Consent of Amisano Hanson 1 7K
6: EX-99.1 Subscription Agreement 2 8K
As Filed With the Securities and Exchange Commission on April 24, 2007
Registration No. 333-______
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
Registration Statement
Under the Securities Act of 1933
Wired Associates Solutions Inc.
(Name of Small Business Issuer in Its Charter)
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NEVADA 7379 37-1458557
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
14205 SE 36th Street
Suite 100, # 172
Bellevue, WA 98006 (425) 675-4242 (425)675-4242
(Address of principal Executive Offices) (Telephone Number) (Fax Number)
Scott Delbeck
14205 SE 36th Street
Suite 100, # 172
Bellevue, WA 98006 (425) 675-4242 (425)675-4242
(Name and Address of Agent for Service) (Telephone Number) (Fax Number)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price (2) Fee (1)
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Common Stock $0.001 par value to
be sold by selling shareholders 700,000 $0.20 $140,000 $4.29
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Common Stock $0.001 par value to
be sold by the Company 100,000 $0.20 $ 20,000 $ .62
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TOTAL 800,000 $0.20 $160,000 $4.91
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(1) Registration Fee has been paid via Fedwire.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
WIRED ASSOCIATES SOLUTIONS INC.
800,000 SHARES AT $0.20 PER SHARE
This is our initial public offering. We are registering a total of 800,000
shares of our common stock. Of the shares being registered, 700,000 are being
registered for sale by the selling shareholders, and 100,000 are being
registered for sale by the Company. There is no minimum number of shares
required to be purchased by each investor. The shares being offered by the
company are on a self-underwritten, "best effort", all or none basis. The shares
will be sold on our behalf by our directors, Scott Delbeck, Roy Brown and Ian
Garrett. They will not receive any commissions or proceeds from the offering for
selling the shares on our behalf. All of the shares being registered for sale by
the Company will be sold at a price per share of $0.20 for the duration of the
offering. We intend to open a standard bank checking account to be used only for
the deposit of funds received from the sale of shares being sold by the company
in this offering. If all the shares being offered by the company are not sold
and the total amount is not deposited by the expiration date of the offering,
all monies will be returned to investors, without interest or deduction. The
selling shareholders will sell their shares at a price per share of $0.20 until
our shares are quoted on the Over the Counter Bulletin Board and thereafter at
prevailing market prices or in privately negotiated transactions. While we plan
to have our shares listed on the OTC Bulletin Board there is no assurance that
our shares will be approved for listing on the OTC or on any other listing
service or exchange.
We will not receive any proceeds from the sale of any of the 700,000 shares by
the selling shareholders. The shares being offered by the Company will be
offered for a period of one hundred and eighty (180) days from the effective
date of this prospectus, unless extended by our director for an additional 90
days. The offering will end on _______, 200_ (date to be inserted in a
subsequent amendment).
Wired Associates Solutions is a development stage company and currently has no
operations. Any investment in the shares of common stock offered herein involves
a high degree of risk. You should only make a purchase if you can afford a
complete loss of your investment. Our independent auditors have issued an audit
opinion for Wired Associates Solutions which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION BEGINNING ON PAGE 5.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved of these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.
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Per Share Per Share
Per Share Underwriting discounts Proceeds Proceeds Number of Shares
Price to public and commissions to Company to Shareholders Available for Sale
--------------- --------------- ---------- --------------- ------------------
$0.20 $0.00 $ 0.00 $ 0.20 700,000
$0.20 $0.00 $ 0.20 $ 0.00 100,000
Total $160,000 $0.00 $20,000 $140,000 800,000
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop. The information in this prospectus is not complete and may be changed.
We will not sell these securities until the registration statement filed with
the U.S. Securities and Exchange Commission for review has been cleared of
comment and is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer of sale is not permitted.
Subject to Completion, Dated __________, 200__
TABLE OF CONTENTS
Page No.
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SUMMARY OF PROSPECTUS 3
General Information 3
Offering 3
RISK FACTORS 5
FORWARD LOOKING STATEMENTS 7
USE OF PROCEEDS 8
DETERMINATION OF OFFERING PRICE 8
DILUTION 8
SELLING SECURITY HOLDERS 9
PLAN OF DISTRIBUTION 11
Shares offered by the Company 11
Shares offered by the Selling Shareholders 11
Terms of the Offering 13
Deposit of Offering Proceeds 13
Procedures and Requirements for Subscribing 13
LEGAL PROCEEDINGS 13
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 15
DESCRIPTION OF SECURITIES 15
INTEREST OF NAMED EXPERTS AND COUNSEL 16
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 16
ORGANIZATION WITHIN LAST FIVE YEARS 16
DESCRIPTION OF OUR BUSINESS 17
Business Overview 17
Competition 20
Patents and Trademarks 20
Need for Any Government Approval of Principal Products 21
Research and Development 21
Employees 21
Reports to Security Holders 21
PLAN OF OPERATION 22
DESCRIPTION OF PROPERTY 25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 25
EXECUTIVE COMPENSATION 27
FINANCIAL STATEMENTS 28
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE 28
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SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "Wired Associates" and "Wired Associates
Solutions" are to Wired Associates Solutions Inc.
Wired Associates Solutions Inc. was incorporated in the State of Nevada on
February 14, 2003. We were incorporated as a multimedia/marketing company that
specializes in the design and creation of effective marketing products and
services. We intend to use the proceeds from this offering to further develop
our business operations. (See "Business of the Company" and "Use of Proceeds".)
We are a development stage company with limited revenues and have only recently
begun taking steps in furtherance of our plan of operation. The principal
executive offices are located at 14205 SE 36th Street, Suite 100, # 172,
Bellevue, WA 98006. The telephone number is (425) 675-4242.
We received our initial funding of $2,500 through the sale of common stock to
our officers and directors who purchased 1,000,000 shares of our common stock at
$0.0025 per share on February 14, 2003. During June 2003, we sold 700,000 common
shares at a per share price of $0.05 to 25 non-affiliated private investors for
proceeds of $35,000. On March 23, 2007 we sold 100,000 common shares at a per
share price of $0.10 to a director of the company for proceeds of $10,000. From
inception until the date of this filing we have had limited operating
activities. Our financial statements for the period since inception through
January 31, 2007 report $11,412 revenues and a net loss of $18,107. Our
independent auditors have issued an audit opinion for Wired Associates Solutions
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.
This is our initial public offering. We are registering a total of 800,000
shares of our common stock. Of the shares being registered, 700,000 are being
registered for sale by the selling shareholders, and 100,000 are being
registered for sale by the Company. All of the shares being registered for sale
by the Company will be sold at a price per share of $0.20 for the duration of
the offering. The selling shareholders will sell their shares at a price per
share of $0.20 until our shares are quoted on the Over the Counter Bulletin
Board and thereafter at prevailing market prices or in privately negotiated
transactions.
We will not receive any proceeds from the sale of any of the 700,000 shares by
the selling shareholders. We will be selling all of the 100,000 shares of common
stock we are offering as a self underwritten offering. This offering will
terminate on the earlier of the sale of all of the shares offered or 180 days
after the date of the prospectus, unless extended an additional 90 days by our
board of directors.
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
OFFERING
Securities being Offered 800,000 shares of common stock, 100,000 which we
are offering, and 700,000 which are being offered
by the selling shareholders. All shares will be
offered at a price of $0.20per share.
Price per share The selling shareholders will sell their shares at
a fixed price per share of $0.20 until our shares
are quoted on the Over-the-Counter Bulletin Board
and thereafter at prevailing market prices or in
privately negotiated transactions. All of the
shares being registered for sale by the Company
will be sold at a fixed price per share of $0.20
for the duration of the offering.
Offering Period The shares are being offered for a period not to
exceed 180 days, unless extended by our Board of
Directors for an additional 90 days. In the event
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we do not sell all of the shares being offered by
the company before the expiration date of the
offering, all funds raised will be returned to the
investors within 7 business days, without interest
or deduction.
Securities Issued
and Outstanding 1,800,000 shares of common stock are issued and
outstanding before the offering and 1,900,000 will
be outstanding after the offering.
Registration costs We estimate our total offering registration costs
to be $5,000. If we experience a shortage of funds
prior to funding, our directors have informally
agreed to advance funds to allow us to pay for
offering costs, filing fees, and correspondence
with our shareholders, however, our directors have
no formal commitment or legal obligation to advance
or loan funds to the Company.
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RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are all
the material risks involved if you decide to purchase shares in this offering.
1. HIGH RISK. We are in our organizational and development stages and any
investment in the Shares involves a high degree of risk. A prospective investor
should, therefore, be aware that in the event we are not successful in our
proposed business plans, any investment in our shares may be lost and we may be
faced with the possibility of liquidation.
2. START-UP COMPANY; UNCERTAINTY OF FUTURE PROFITABILITY. We were incorporated
and in existence from February 14, 2003, and have had limited revenues but no
revenues or business operations since Mr. Delbeck had to take a sabbatical due
to personal family matters. There can be no assurance that we will be successful
in our proposed business plans. We face all the risks inherent in a relatively
new business and there can be no assurance that our activities will be
successful and/or result in any profits.
3. WE DO NOT HAVE ANY ADDITIONAL SOURCE OF FUNDING FOR OUR BUSINESS PLANS. Other
than the shares offered by this prospectus, no other source of capital has been
identified or sought. As a result we do not have an alternate source of funds
should we fail to complete this offering. 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 raising sufficient capital through this offering, we
will be faced with several options: 1. abandon our business plans, cease
operations and go out of business; 2. continue to seek alternative and
acceptable sources of capital; or 3. bring in additional capital that may result
in a change of control. In the event of any of these circumstances you could
lose a substantial part or all of your investment. In addition, there can no be
guarantee that the total proceeds raised in this offering will be sufficient, as
we have projected, to fund our business plans or that we will be profitable. As
a result, you could lose any investment you make in our shares.
4. ISSUANCE OF ADDITIONAL SHARES. There are still 48,200,000 shares of Common
Stock which the Board of Directors has the authority to issue. The issuance of
any such shares to persons other than the current investors will reduce the
amount of control held by the current investors and may result in a dilution of
the book value of their shares. There are presently no commitments, contracts or
intentions to issue any additional shares to any persons.
5. NO ASSURANCE OF A PUBLIC MARKET. 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 at or near the purchase price, and in fact,
purchasers of our Shares may be totally unable to sell their Shares in the
future.
6. NO CASH DIVIDENDS PAID. No cash dividends have been declared or paid on the
shares of our Common Stock to date, nor is it anticipated that any such
dividends will be declared or paid to stockholders in the foreseeable future. It
is currently anticipated that any income received from operations will be
reinvested and devoted to our future operations and/or to expansion.
7. POTENTIAL FUTURE SALES PURSUANT TO RULE 144. 1,000,000 shares of "restricted"
Common Stock has been issued in consideration for proprietary rights, business
plans, organizational services and expenses and cash in the amount of $2,500, or
$.0025 per share, and 100,000 shares in the amount of $10,000, or $0.10 per
share. All of the shares are held by persons who are officers, directors and/or
control persons of the company and who hold such shares as "restricted
securities", as that term is defined in Rule 144 promulgated under the
Securities Act of 1933, as amended. However, these securities held by officers,
directors and/or control persons may only be sold in compliance with Rule 144
which provides, in essence, that officers and directors and others holding
restricted securities (such as those described above) may each sell, in
brokerage transactions, an amount equal to 1% of the company's total outstanding
Common Stock every three (3) months. In addition, Rule 144 provides that shares
must not be sold until they have been held for a period of at least one (1) year
from the date they were fully paid for. The possible sale of these restricted
securities under Rule 144 may, in the future, have a depressive effect on the
price of the company's Common Stock in any public market which may develop,
assuming there is such a market, of which there can be no assurance.
Furthermore, persons holding restricted securities for one (1) year who are not
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"affiliates" of the company, as that term is defined in Rule 144, may sell their
securities pursuant to Rule 144 without any restrictions and/or limitations on
the number of shares sold, assuming there is such a market, of which there can
be no assurance. (See "Principal Stockholders".)
8. DEPENDENCE ON KEY PERSONNEL. Our future performance will be substantially
dependent on the continued services of our officers and directors. Future
performance also will depend on our ability to retain and motivate new officers
and key employees. We currently have only three executive officers and the loss
of the services of any of them could harm our proposed business operations. We
do not have long-term employment agreements with any of 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.
9. INSURANCE; INDEMNIFICATION OF OFFICERS AND DIRECTORS. We have investigated
the cost of insurance against liabilities arising out of the negligence of our
officers and directors and/or deficiencies in any of our business operations.
Based on our lack of current revenues, we have determined that the cost of such
insurance is excessive at this time. Accordingly, we have not obtained such
insurance and would have to satisfy any such liabilities out of our assets. Any
such liability which might arise could be substantial and may exceed our assets.
Our By-Laws provide for indemnification to officers and directors to the fullest
extent permitted under Nevada law; however, insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons, it is the opinion of the Securities
and Exchange Commission that such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
10. PENNY STOCK REGULATIONS MAY DECREASE YOUR ABILITY TO SELL COMMON STOCK. If
our common stock trades below $5.00 per share, we will become subject to the
penny stock regulations. If our shares are subject to the penny stock
regulations, the market liquidity in them could be adversely affected because
the rules require broker-dealers to make a special suitability determination for
the purchaser and have received the purchaser's written consent prior to the
sale. This makes it more difficult administratively for broker-dealers to buy
and sell stock subject to the penny stock regulations on behalf of their
customers. Consequently, the regulations may affect the ability of
broker-dealers to sell our shares and may affect the ability of holders to sell
them in the secondary market.
11. CONTINUED CONTROL BY PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS. Mr.
Delbeck owns 600,000 shares of company common stock and Mr. Brown owns 500,000
shares of company common stock, which is 61% of the outstanding common stock. As
a result, these stockholders exercise control over all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control.
12. WE MAY EXPERIENCE RAPID GROWTH AND OUR INABILITY TO MANAGE THIS GROWTH COULD
HARM BUSINESS OPERATIONS. Due to the nature of the Internet, we may experience
significant growth. This growth may place a significant strain on our available
resources. As part of this growth, we may have to implement new operational and
financial systems and procedures and controls, expand, train and manage our
employee base, and create close coordination among our technical, accounting,
finance, marketing and sales staffs. If we are unable to manage growth
effectively, our business, results of operations and financial condition could
be adversely affected.
13. WE MUST KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE TO REMAIN COMPETITIVE.
The market in which we will compete is characterized by rapidly changing
technology, evolving industry standards, frequent new service and product
introductions and enhancements and changing customer demands. These market
characteristics are worsened by the emerging nature of the Internet and the
apparent need of companies from a multitude of industries to offer Web-based
products and services. Our future success, therefore, will depend on our ability
to adapt to rapidly changing technologies, to adapt our services to evolving
industry standards and to continually improve the performance, features and
reliability of our products and/or services. Any failure to adapt to such
changes would harm our business operations and revenues. In addition, the
widespread adoption of new Internet, networking or telecommunications
technologies or other technological changes could require substantial
expenditures to modify or adapt our products, services or infrastructure.
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14. BUSINESS WILL BE SUBJECT TO GOVERNMENT REGULATION RELATING TO THE INTERNET,
WHICH COULD IMPAIR operations. Because of the increasing use of the Internet as
a communication and commercial medium, the government has adopted and may adopt
additional laws and regulations with respect to the Internet covering such areas
as user privacy, pricing, content, taxation, copyright protection, distribution
and characteristics and quality of production and services.
15. THE SHARES OFFERED BY THE COMPANY THROUGH THIS OFFERING WILL BE SOLD WITHOUT
AN UNDERWRITER. This offering is self-underwritten, that is, we are not going to
engage the services of an underwriter to sell the shares; we intend to sell them
through our officers and directors, who will receive no commissions. They will
offer the shares to friends, relatives, acquaintances and business associates;
however, there is no guarantee that they will be able to sell any of the shares.
Unless they are successful in selling all of the shares and receiving all of the
proceeds from this offering, we may have to seek alternative financing to
implement our business plans.
16. YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR
YOUR SHARES. Our existing shareholders acquired their shares for an average of
$0.026 per share, a cost per share substantially less than that which you will
pay for the shares you purchase in this offering. Upon completion of this
offering the net tangible book value of the shares held by our existing
stockholders (1,800,000 shares) will be increased by $0.014 per share without
any additional investment on their part. The purchasers of shares by the Company
under this offering will incur immediate dilution (a reduction in the net
tangible book value per share from the offering price of $0.20 per share) of
$0.19 per share. As a result, after completion of the offering, the net tangible
book value of the shares held by purchasers in this offering would be $0.01 per
share, reflecting an immediate reduction in the price they paid for their
shares.
17. WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE. We plan to contact a
market maker immediately following the effectiveness of this Registration
Statement and apply to have the shares quoted on the OTC Electronic Bulletin
Board. To be eligible for quotation, 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 you
to resell any shares you may purchase, if at all.
18. OUR OFFICERS AND DIRECTORS CURRENTLY DEVOTE ONLY PART TIME SERVICES TO THE
COMPANY. Scott Delbeck, our President, currently devotes approximately 20 hours
per week to company matters. Roy Brown, our Secretary and Treasurer, currently
devotes approximately 7-10 hours per week to company matters. Ian Garrett, our
Vice President of Marketing, currently devotes 2-3 hours per week to company
matters. The responsibility of developing the company's business, the offering
and selling of the shares through this prospectus and fulfilling the reporting
requirements of a public company all fall upon them. None have had 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 their other business activities. In the event they are unable
to fulfill any aspect of their 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.
19. WE WILL BE HOLDING ALL PROCEEDS FROM THE OFFERING IN A STANDARD BANK
CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. All funds received from the sale of
shares being offered by the company in this offering will be deposited into a
standard bank checking account until all shares are sold and the offering is
closed, at which time, the proceeds will be transferred to our business
operating account. We have committed to use the proceeds raised in this offering
for the uses set forth in the proceeds table. However, certain factors beyond
our control, such as increases in certain costs, could result in the company
being forced to reduce the proceeds allocated for other uses in order to
accommodate these unforeseen changes. The failure of our management to use these
funds effectively could result in unfavorable returns. This could have a
significant adverse effect on our financial condition and could cause the price
of our common stock to decline.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
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statements. Investors should be aware that all forward-looking statements
contained within this filing are the good faith estimates of management as of
the date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Assuming sale of all of the Shares offered herein, of which there is no
assurance, the proceeds from this Offering will be $20,000. The registration
costs will be paid from cash on hand. The proceeds are expected to be disbursed,
in the priority set forth below, during the first twelve (12) months after the
successful completion of the Offering as follows:
Total Proceeds to the Company $20,000
Upgrade Company Website $ 3,000
Launch Marketing Plan & Source B2B Partnerships $ 5,000
Participate in specific trade shows $ 5,000
Expand in-house expertise $ 3,000
Working capital $ 4,000
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Total Use of Net Proceeds $20,000
=======
There is no minimum amount we are required to raise in this offering and any
funds received will be immediately available to us.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered we took into consideration our cash assets
and the amount of money we would need to implement our business plans.
Accordingly, the offering price should not be considered an indication of the
actual value of the securities.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
As of January 31, 2007, the net tangible book value of our shares was -$8,107 or
-$.005 per share, based upon 1,800,000 shares outstanding.
Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$20,000, the net tangible book value of the 1,900,000 shares to be outstanding
will be $18,453, or approximately $.01 per share. Accordingly, the net tangible
book value of the shares held by our existing stockholders (1,800,000 shares)
will be increased by $.014 per share without any additional investment on their
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$0.20 per Share) of $.19 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.01 per share, reflecting an immediate reduction in the price
they paid for their shares.
After completion of the offering, the existing shareholders will own 95% of the
total number of shares then outstanding, for which they will have made an
investment of $47,500, or an average of $.026 per Share. Upon completion of the
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offering, the purchasers of the shares offered hereby will own 5% of the total
number of shares then outstanding, for which they will have made a cash
investment of $20,000, or $0.20 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $0.20
Net Tangible Book Value Prior to this Offering -$ .005
Net Tangible Book Value After Offering $ .01
Immediate Dilution per Share to New Investors $ .19
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholders $ .0025 1,000,000 53% $ 2,500
$ .05 700,000 37% $ 35,000
$ .10 100,000 5% $ 10,000
Investors in
This Offering $0.20 100,000 5% $ 20,000
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SELLING SECURITY HOLDERS
The selling shareholders named in this prospectus are offering 700,000 shares of
the common stock offered through this prospectus. The offer and sale of such
shares of our common stock were effected in reliance on the exemptions for sales
of securities not involving a public offering, as set forth in 504 promulgated
under the Securities Act, based on the following:
LIMITATIONS ON RESALE. Except as provided in Rule 504(b)(1), securities acquired
in a transaction under Regulation D shall have the status of securities acquired
in a transaction under section 4(2) of the Act and cannot be resold without
registration under the Act or an exemption therefrom. The issuer shall exercise
reasonable care to assure that the purchasers of the securities are not
underwriters within the meaning of section 2(a)(11) of the Act, which reasonable
care may be demonstrated by the following:
1. Reasonable inquiry to determine if the purchaser is acquiring the
securities for himself or for other persons;
2. Written disclosure to each purchaser prior to sale that the securities
have not been registered under the Act and, therefore, cannot be
resold unless they are registered under the Act or unless an exemption
from registration is available; and
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3. Placement of a legend on the certificate or other document that
evidences the securities stating that the securities have not been
registered under the Act and setting forth or referring to the
restrictions on transferability and sale of the securities.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. The number of shares owned by each prior to this offering;
2. The total number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion
of the offering;
4. The percentage owned by each; and
5. The identity of the beneficial holder of any entity that owns the
shares.
To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. In addition, the table assumes that the
selling shareholders do not sell shares of common stock not being offered
through this prospectus and do not purchase additional shares of common stock.
The column reporting the percentage owned upon completion assumes that all
shares offered are sold, and is calculated based on 1,800,000 shares outstanding
as of the date of this prospectus.
Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
------------------- -------- -------- -------- --------
Billy, Hill 15,000 15,000 0 0
Border, Diane 10,000 10,000 0 0
Border, Vic 30,000 30,000 0 0
Brisbois, Cathy 20,000 20,000 0 0
Brisbois, Elizabeth 30,000 30,000 0 0
Brisbois, Robert 20,000 20,000 0 0
Brisbois, Tony 20,000 20,000 0 0
Brown, Dan 50,000 50,000 0 0
Brown, David 20,000 20,000 0 0
Brown, Jane 20,000 20,000 0 0
Brown, Julie 15,000 15,000 0 0
Brown, Mike 20,000 20,000 0 0
Brown, Sharon 10,000 10,000 0 0
Butch, Mary 55,000 55,000 0 0
Butch, Russel 80,000 80,000 0 0
Davidson, Gerry 30,000 30,000 0 0
Davidson, Teresa 20,000 20,000 0 0
Markkovitch, Angie 10,000 10,000 0 0
Markkovitch, Ann 60,000 60,000 0 0
Markkovitch, Edward 20,000 20,000 0 0
Markkovitch, Gina 20,000 20,000 0 0
Markkovitch, James 60,000 60,000 0 0
McMullen, Justin 30,000 30,000 0 0
Miller, Tony 20,000 20,000 0 0
Utsunomoya, Jana 15,000 15,000 0 0
To our knowledge, none of the selling shareholders:
1. Has had a material relationship with Wired Associates Solutions or any
of its predecessors or affiliates, other than as a shareholder as
noted above, at any time within the past three years; or
2. Are broker-dealers or affiliates of broker dealers; or
3. Has ever been an officer or director of Wired Associates Solutions.
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PLAN OF DISTRIBUTION
SHARES OFFERED BY THE COMPANY WILL BE SOLD BY OUR OFFICERS AND DIRECTORS
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officers and directors to sell the shares being offered by the
Company directly to the public, with no commission or other remuneration payable
to them for any shares they may sell. There are no plans or arrangements to
enter into any contracts or agreements to sell the shares with a broker or
dealer. Our officers and directors will sell the shares and intends to offer
them to friends, family members and business acquaintances. In offering the
securities on our behalf, our officers and directors will rely on the safe
harbor from broker dealer registration set out in Rule 3a4-1 under the
Securities Exchange Act of 1934.
The officers and directors will not register as broker-dealers pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officers and directors are not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of their participation; and,
b. Our officers and directors will not be compensated in connection with
their participation by the payment of commissions or other
remuneration based either directly or indirectly on transactions in
securities; and
c. Our officers and directors are not, nor will be at the time of their
participation in the offering, an associated person of a
broker-dealer; and
d. Our officers and directors meet the conditions of paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that they (A) primarily
performs, or is intended primarily to perform at the end of the
offering, substantial duties for or on behalf of our Company, other
than in connection with transactions in securities; and (B) is not a
broker or dealer, or been associated person of a broker or dealer,
within the preceding twelve months; and (C) has not participated in
selling and offering securities for any Issuer more than once every
twelve months other than in reliance on Paragraphs (a)(4)(i) or
(a)(4)(iii).
Our officers, directors, control persons and affiliates will not purchase any
shares in this offering.
SHARES OFFERED BY THE SELLING SHAREHOLDERS
The selling shareholders have not informed us of how they plan to sell their
shares. However, they may sell some or all of their common stock in one or more
transactions:
1. on such public markets or exchanges as the common stock may from time
to time be trading;
2. in privately negotiated transactions; or
3. in any combination of these methods of distribution.
The sales price to the public has been determined by the company to be $0.20.
The price of $0.20 per share is a fixed price until the securities are quoted
for trading on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. The shares may also be sold in compliance
with the Securities and Exchange Commission's Rule 144. Under Rule 144, several
provisions must be met with respect to the sales of control securities at any
time and sales of restricted securities held between one and two years. The
following is a summary of the provisions of Rule 144: (a) Rule 144 is available
only if the issuer is current in its filings under the Securities an Exchange
Act of 1934. Such filings include, but are not limited to, the issuer's
quarterly reports and annual reports; (b) Rule 144 allows resale of restricted
and control securities after a one year hold period, subjected to certain volume
limitations, and resale by non-affiliates holders without limitations after two
years; ( c ) The sales of securities made under Rule 144 during any three-month
period are limited to the greater of: (i) 1% of the outstanding common stock of
the issuer; or (ii) the average weekly reported trading volume in the
outstanding common stock reported on all securities exchanges during the four
calendar weeks preceding the filing of the required notice of the sale under
Rule 144 with the SEC.
11
The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. Wired Associates Solutions
will apply to have its shares of common stock quoted on the OTC Bulletin Board
immediately after the date of this prospectus. We anticipate once the shares are
quoted on the OTC Bulletin Board the selling shareholders will sell their shares
directly into any market created. Selling shareholders will offer their shares
at a fixed price of $0.20 per share until the common stock is quoted on the OTC
Bulletin Board at which time the prices the selling shareholders will receive
will be determined by the market conditions. Selling shareholders may also sell
in private transactions. We cannot predict the price at which shares may be sold
or whether the common stock will ever trade on any market. The shares may be
sold by the selling shareholders, as the case may be, from time to time, in one
or more transactions.
Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between the
shareholders and the broker-dealers through or to which the securities are to be
sold and may vary, depending on the broker-dealers fee schedule, the size of the
transaction and other factors. The separate costs of the selling shareholders
will be borne by the shareholder. The selling shareholders will, and any
broker-broker dealer or agent that participates with the selling shareholders in
the sale of the shares by them may be deemed an "underwriter" within the meaning
of the Securities Act, and any commissions or discounts received by them and any
profits on the resale of shares purchased by them may be deemed to be
underwriting commissions under the Securities Act. In the event any selling
shareholder engages a broker-dealer to distribute their shares, and the
broker-dealer is acting as underwriter, we will be required to file a post
effective amendment containing the name of the underwriter.
The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and therefore be
considered to be an underwriter, they must comply with applicable law.
Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
un-legended shares to themselves or any transferee, to represent as follows:
that they have delivered a copy of this prospectus, and if they are effecting
sales on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of our
common stock; and for a period commencing at least 5 business days before his
first sale and ending with the date of his last sale, bid for, purchase, or
attempt to induce any person to bid for or purchase our common stock.
If the Company's common shares are quoted for trading on the OTC Electronic
Bulletin Board the trading in our shares will be regulated by Securities and
Exchange Commission Rule 15g-9 which established the definition of a "penny
stock". For the purposes relevant to Wired Associates, it is defined as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
12
We are bearing all costs relating to the registration of the common stock. While
we have no formal agreement to provide funding with our directors, they have
verbally agreed to advance additional funds in order to complete the
registration statement process. Any commissions or other fees payable to brokers
or dealers in connection with any sale of the common stock, however, will be
borne by the selling shareholders or other party selling the common stock.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $0.20 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Director for
an additional 90 days.
The shares being offered by the company are on a "best efforts", "all or none"
basis and, as such, we will not be able to spend any of the proceeds unless and
until all shares are sold and all proceeds are received. We intend to hold all
monies collected for subscriptions in a separate bank account until the total
amount of $20,000 has been received. At that time, the funds will be transferred
to our business account for use in the implementation of our business plans. In
the event the offering is not sold out prior to the Expiration Date, all monies
will be returned to investors within 7 business days, without interest or
deduction.
DEPOSIT OF OFFERING PROCEEDS
We will not receive any proceeds from the sale of any of the 700,000 shares by
the selling shareholders. We will be selling all of the 100,000 shares of common
stock we are offering as a self underwritten offering. There is no minimum
amount we are required to raise in this offering and any funds received will be
immediately available to us.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. Subscriptions, once received by the Company, are
irrevocable. All checks for subscriptions should be made payable to Wired
Associates Solutions Inc.
LEGAL PROCEEDINGS
Wired Associates Solutions is not currently involved in any legal proceedings
and we are not aware of any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and officers of Wired Associates Solutions Inc., who hold their
offices until death, resignation, retirement, removal, disqualification, or
until a time as their successors shall be elected and qualified are as follows:
Name and Address Age Position(s)
---------------- --- -----------
SCOTT DELBECK 29 CEO, President and Director
14205 SE 36th Street
Suite 100, # 172
Bellevue, WA 98006
ROY BROWN 62 CFO, Secretary, Treasurer and Director
14205 SE 36th Street
Suite 100, # 172
Bellevue, WA 98006
13
IAN GARRETT 37 Vice-President, Marketing and Director
14205 SE 36th Street
Suite 100, # 172
Bellevue, WA 98006
Each of the persons named above have held their offices/positions since
inception and are expected to hold said offices/positions for the foreseeable
future.
Each of the foregoing persons may be deemed a "promoter" of Wired Associates
Solutions Inc., as that term is defined in the rules and regulations promulgated
under the Securities and Exchange Act of 1933.
Scott Delbeck, our president and director currently devotes 20 hours a week to
manage the business affairs of our company. Roy Brown, our secretary, treasurer
and director, currently devotes 7 to 10 hours a week to manage the business
affairs of our company. Ian Garrett, a director, currently devotes 2 to 3 hours
a week to manage the business affairs of our company.
No current or former executive officer or director of the corporation has been
the subject of any order, judgment, or decree of any court of competent
jurisdiction, or any regulatory agency permanently or temporarily enjoining,
barring, suspending or otherwise limiting her from acting as an investment
advisor, underwriter, broker or dealer in the securities industry, or as an
affiliated person, director or employee of an investment company, bank, savings
and loan association, or insurance company or from engaging in or continuing any
conduct or practice in connection with any such activity or in connection with
the purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No executive officer or director of the corporation is the subject of any
pending legal proceedings.
BACKGROUND OF OFFICERS AND DIRECTORS
SCOTT DELBECK has been CEO, President and a Director of the Company since
inception. From January 2002 to present,he currently works part time for Rip
Town Media designing telemarketing software. Mr. Delbeck was a Multimedia
Manager for OriGen Capital, a Venture Capital company located in Vancouver,
British Columbia. From July 1998 to December 2001, Mr. Delbeck was a freelance
Multimedia Designer, in Vancouver, British Columbia. From June 1994 to July
1998, Mr. Delbeck was a Guest Agent at Canadian Pacific Chateau Whistler Resort,
a resort hotel located in Whistler, British Columbia.
Mr. Delbeck's educational background includes Web Development training at the
British Columbia Institute of Technology, in 2000. Mr. Delbeck became a
Microsoft Certified Professional in 1999 and has been a member of the Project
Management Institute since 2001.
ROY BROWN has been CFO, Secretary, Treasurer and a Director of the Company since
inception. From May 1991 to present, Mr. Brown has served as President of Roymor
Market Services Inc., a financial services company located in Vancouver, British
Columbia. From May 2001 to present Mr. Brown has been a director of New Pacific
Ventures Inc., a resource exploration company, in Vancouver, British Columbia.
From May 2001 to October 2001 Mr. Brown was an officer and director of Bidder
Communications Inc., a publicly traded (OTC BB) online auction company.
Mr. Brown has held his Canadian Securities License (1982), Mortgage Brokerage
License (1991), and Class A Insurance Broker License (1999).
IAN GARRETT has been Vice-President, Marketing and a Director of the Company
since inception. From September 1998 to present, Mr. Garrett has been the
President of Coastal Range Marketing, a marketing company for Internet websites,
located in Vancouver, British Columbia. From November 1996 to September 1997,
Mr. Garrett was the Lower Mainland Area Manager for SCIC - Advantage Cremation
Funeral Service, a funeral and cremation services company, located in Vancouver,
14
British Columbia. From January 1994 to November 1998, Mr. Garrett was the
Location Manager for SCIC - First Memorial Funeral Service, a funeral and burial
services company, located in Vancouver, British Columbia.
Mr. Garrett attended Marmont College in Edmonton, Alberta from 1983 to 1985.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Wired Associates
Solutions' voting securities by officers, directors and major shareholders as
well as those who own beneficially more than five percent of our common stock as
of the date of this prospectus:
Name and Address Approximate
of Beneficial Number of Date Consideration Percent
Owner (1) Shares Acquired Paid of Ownership
--------- ------ -------- ---- ------------
Scott Delbeck 500,000 02-14-03 $.0025/Share 33.3%
14205 SE 36th Street or $1,250
Suite 100, # 172 100,000 03-23-07 $.10/Share
Bellevue WA 98006 or $10,000
Roy Brown 500,000 02-14-03 $.0025/Share 27.7%
14205 SE 36th Street or $1,250
Suite 100, # 172
Bellevue, WA 98006
All Officers and
Directors as a Group 1,100,000 61%
----------
(1) Each person named above may be deemed to be a "parent" and "promoter" of
the Company, within the meaning of such terms under the Securities Act of
1933, as amended, by virtue of his/her direct and indirect holdings in the
Company.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the company consists of 50,000,000 shares of
Common Stock, par value $.001. The holders of Common Stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of Common Stock now
outstanding are fully paid for and non-assessable and all shares of Common Stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Reference is made to the Company's Articles of Incorporation,
By-Laws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
NON-CUMULATIVE VOTING
The holders of shares of Common Stock of the company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
15
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors.
CASH DIVIDENDS
We have not declared or paid any cash dividends to stockholders. The declaration
or payment of any future cash dividend will be at the discretion of the Board of
Directors and will depend upon the earnings, if any, capital requirements and
financial position of the company, general economic conditions, and other
pertinent conditions. It is our present intention not to declare or pay any cash
dividends in the foreseeable future, but rather to reinvest earnings, if any, in
our business operations.
TRANSFER AGENT
We have appointed Holladay Stock Transfer Inc., Scottsdale, Arizona, an
independent, professional transfer agent firm, to serve as the transfer agent
for our securities.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the years ended October 31, 2006 and 2005 and the 3
months ended January 31, 2007 included in this prospectus have been audited by
Amisano Hanson, Chartered Accountants, 604 - 750 Pender Street, Vancouver, BC.
We include the financial statements in reliance on their reports, given upon
their authority as experts in accounting and auditing.
Joseph I. Emas, 1224 Washington Ave., Miami Beach Fla. 33139, has passed upon
the validity of the shares being offered and certain other legal matters and is
representing us in connection with this offering.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the Company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated in the state of Nevada on February 14, 2003. At that time
Scott Delbeck, Roy Brown and Ian Garrett were appointed to the Board of
Directors. Mr. Delbeck was named as President and CEO of the Company. Mr. Brown
was named Secretary, Treasurer and CFO and Mr. Garrett was named Vice President
of Marketing. At that time the board of directors voted to seek capital and
begin development of our business plan. We received our initial funding of
$2,500 through the sale of common stock to Mr. Delbeck and Mr. Brown who
purchased 1,000,000 shares of common stock at $0.0025 on February 14, 2003. In
June 2003 we received $35,000 from 25 unrelated shareholders who purchased
700,000 shares of our common stock at $0.05 per share.
16
In October of 2003 Mr. Delbeck, our officer and director, was forced to take a
sabbatical due to personal issues. We had very little activity prior to, and
since, Mr. Delbeck's sabbatical. We have remained in contact with our clients
and have been able to maintain a presence in the multimedia industry by
consulting and trouble shooting for other web base companies.
In October 2006 the board of directors voted to seek additional capital to
pursue our original business plan and determined filing a SB-2 Registration
Statement with the Securities and Exchange Commission was the best course of
action to register the 700,000 shares currently held by the shareholders and an
additional 100,000 shares to raise funds for the Company. In March 2007 we
received $10,000 from Mr. Delbeck who purchased 100,000 shares of our common
stock at $0.10 per share.
DESCRIPTION OF BUSINESS
BUSINESS OVERVIEW
We are a multimedia/marketing company that specializes in the design and
creation of effective marketing products and services. We strive to provide
corporate businesses, with Internet web sites, interactive presentations and
traditional print media, along with marketing services, to create long-term
value for our customers worldwide. Our marketing services include:
* Traditional marketing methods like magazine advertising.
* Internet banner ad placement.
* Search engine marketing, which is marketing via advertisements that
post findings on the results page of a search on the Internet.
* Trouble shooting for software and design applications.
* Management consulting for multimedia base companies.
Our long-term strategy is to create valuable multimedia /marketing material, for
companies to improve their marketing presence for products and services offered.
Our mission is to become one of the predominant multimedia /marketing service
providers offering a broad range of strategic solutions within the corporate
community. The critical success factors are:
* Understanding the market and increasing the customer's market share.
* Understanding, developing and applying information technology to the
Internet, interactive media markets, and data access and software
tools.
* Narrowing market focus while consummating strategic alliances to
complement product and service offerings.
* Investing in strategic Internet or interactive media investments or
acquisitions, and most importantly, a continued understanding of
customers' needs.
* To provide the lowest possible pricing and still uphold great product
and service.
We will seek to expand our participation in Internet, and interactive media
industries, and increase our market share. Key elements of this strategy
include:
* UTILIZE THE LATEST TECHNOLOGY AVAILABLE INCLUDING FLASH, ASP, XML, AND
COLD FUSION, TO ACHIEVE OPTIMUM INTERNET PRESENCE.
We will constantly increase our technological capabilities through the
enhancement of new and existing software.
* CONTINUE TO ENHANCE AND EXPAND OUR PRODUCTS AND SERVICES.
We intend to continue to pursue the growth and development of our
technologies and services and to introduce our Products commercially.
17
* PROVIDE THE HIGHEST LEVEL OF CUSTOMER SERVICE.
Management plans to create a total service package that adds value to
our customer's organizations.
* PURSUE INNOVATIVE ADVERTISING SOLUTIONS.
We are actively seeking to develop innovative ways for advertisers to
effectively reach their target audiences through the Internet. We
design and offer customized packages which include the ability to
change advertisements quickly and frequently, to link a specific
search term to an advertisement, to conduct advertising test campaigns
with rapid result delivery and to track daily usage statistics.
PRODUCTS AND SERVICES
* MARKETING AND ADVERTISING
We will assist our customers with the development and deployment of
marketing strategies and plan to develop media packages to help
customers generate leads while improving and closing sales.
* CUSTOM WEB SITE DEVELOPMENT
We develop custom web sites, by subbing out the work to a larger web
design team that only designs for a variety of other companies. Our
strategy is to develop web sites that achieve growth and
organizational optimization for our customers by creating more
efficient navigation, and by using our encrypted software that enables
our customers to update their site with little or no programming
skills.
* MULTIMEDIA PRESENTATIONS
We will provide customers with interactive presentations for sales,
marketing, training, fund raising and various other presentations.
* WEB SITE HOSTING
We have an arrangement with Borealis Networks to host all of our
customers' web sites. Hosting of a customers' web site involves
providing disk space, Internet connectivity, programming modules, and
high speed connection solutions enabling access to their web site from
the World Wide Web when the web address is accessed.
* WEB SITE MAINTENANCE
We will provide maintenance of customers' web sites which involves
providing updates to content and material on a website to keep it up
to date on an ongoing basis.
* SEARCH ENGINE PLACEMENT
We will create web sites using innovative methods in order achieve a
greater likelihood of being found at or near the top of search engines
results during users' searches.
* WEB AND COMPUTER CONSULTING
We will offer business advisory and training services to identify
profitable and practical ways for customers to improve business
efficiency using the Internet as the primary medium of advertising.
* DOMAIN NAME MANAGEMENT
We offer domain name management consisting of domain name
registration, billing and payment of domain names, prevention from
expiration, and monitoring to ensure no unauthorized changes are made
to the domain name records.
DISTRIBUTION METHODS
We plan to advertise our products and services through several media sources
including traditional print media and online advertising. We will attend
numerous trade shows in various markets, while further supplementing our sales
18
efforts with space advertising and product and services listings in appropriate
directories. We also plan on marketing our products and services through direct
sales.
STATUS OF PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
We currently have no new publicly announced products or services.
COMPETITION
We compete with various types of providers of marketing services. Our primary
competitors, by way of example, include Radiant Communications
(www.radiant.net), Professional Business Systems (www.pbsco.com) and Internet
Image (www.internetimage.ca). The market for these services has grown
dramatically in recent years as a result of the increased use of the Internet
and expansion of print media by businesses for communication, marketing and
information dissemination to their customers, suppliers, business partners and
employees. The market is intensely competitive, highly fragmented and subject to
rapid change. There are no substantial barriers to entry in this market and we
believe that our ability to compete depends upon many factors within and beyond
our control, including:
* Quality of the design and development.
* Timing and market acceptance of new products and services developed by
us and our competitors.
* Sales and marketing efforts.
* Client relationships.
* Technical knowledge and creative skills.
* Reliability.
* Ability to attract and retain quality professionals.
* Brand recognition.
* Reputation.
* Vertical industry knowledge.
We believe that we will be able to compete favorably because of the following:
Our service offering is more comprehensive than our competition as it includes
business advisory consulting and planning. This allows us to work with our
clients more as partners than as vendors.
We will strictly focus on a core group of services, including strategic
planning, project management, web site and print implementation and design, and
specific marketing elements, such as traditional print media, search engine
optimization, consulting, and affiliate marketing management. Our competitors
tend to want to be everything to everyone and offer a wider array of services,
including telecommunications, bandwidth, standardized hosting, e-mail marketing.
We believe our competitive advantage is that we do not spread our self too thin
in terms of our resources and knowledge and our expertise in our core services
is greater than if we were to provide a wider array of services.
We believe that the principal competitive factors in attracting customers
includes the amount of traffic on our web site, brand recognition, customer
service, the demographics of our customers and viewers, our ability to offer
targeted audiences and the overall quality of the products and services we
offer. We believe that the number of companies relying on revenues from their
company web site will increase substantially in the future. In turn, we will
likely face increased competition, resulting in increased pricing pressures on
our service rates which could in turn have a material, adverse effect on our
business.
SOURCES AND AVAILABILITY OF RAW MATERIALS
We will utilize our management's background to offer our web site service on the
Internet without the use of major suppliers of raw materials.
19
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
Wired Associates Solutions Inc. is seeking a broad base of customers. Our
business plan does not depend on targeting any one or just a few major corporate
customers. We intend to utilize our management's experience to make our services
easily accessible via web search engines as well as direct advertising to target
audiences.
PATENTS, TRADEMARKS, LICENSES, AGREEMENTS OR CONTRACTS
We regard our technology as proprietary and will attempt to protect it by
relying on trademark, service mark, copyright and trade secret laws and
restrictions on disclosure and transferring title and other methods. We
currently have no patents or patents pending and have not filed for patent
protection, and we do not anticipate that patents will become a significant part
of the company's intellectual property in the future.
We intend to pursue the registration of our trademarks in the United States and
internationally. Effective trademark, service mark, copyright and trade secret
protection may not be available in every country in which our products and
services are distributed or made available through the Internet, and policing
unauthorized use of our proprietary information is difficult.
We own the domain name wiredassociates.com.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
EFFECT OF GOVERNMENTAL REGULATIONS ON THE COMPANY'S BUSINESS
GENERAL. There are an increasing number of laws and regulations pertaining to
the Internet. In addition, a number of legislative and regulatory proposals are
under consideration by federal, state, local and foreign governments and
agencies. Laws or regulations may be adopted with respect to the Internet
relating to liability for information retrieved from or transmitted over the
Internet, on-line content regulation, user privacy, taxation and quality of
products and services. Moreover, it may take years to determine whether and how
existing laws such as those governing issues such as intellectual property
ownership and infringement, privacy, libel, copyright, trade mark, trade secret,
obscenity, personal privacy, taxation, regulation of professional services,
regulation of medical devices and the regulation of the sale of other specified
goods and services apply to the Internet and Internet advertising. The
requirement that we comply with any new legislation or regulation, or any
unanticipated application or interpretation of existing laws, may decrease the
growth in the use of the Internet, which could in turn decrease the demand for
our service, increase our cost of doing business or otherwise have a material
adverse effect on our business, results of operations and financial condition.
ON-LINE CONTENT REGULATIONS. Several federal and state statutes prohibit the
transmission of indecent, obscene or offensive content over the Internet to
certain persons. In addition, pending legislation seeks to ban Internet gambling
and federal and state officials have taken action against businesses that
operate Internet gambling activities. The enforcement of these statutes and
initiatives, and any future enforcement activities, statutes and initiatives,
may result in limitations on the type of content and advertisements available to
our customers. Legislation regulating on-line content could slow the growth in
use of the Internet generally and decrease the acceptance of the Internet as an
advertising and e-commerce medium, which could have a material adverse effect on
the customer's ability to generate revenues.
PRIVACY CONCERNS. The Federal Trade Commission is considering adopting
regulations regarding the collection and use of personal identifying information
obtained from individuals when accessing websites, with particular emphasis on
access by minors. Such regulations may include requirements that companies
establish certain procedures to, among other things:
* give adequate notice to consumers regarding information collection and
disclosure practices.
* provide consumers with the ability to have personal identifying
information deleted from a company's database.
20
* provide consumers with access to their personal information and with
the ability to rectify inaccurate information.
* clearly identify affiliations or a lack thereof with third parties
that may collect information or sponsor activities on a company's
website.
* obtain express parental consent prior to collecting and using personal
identifying information obtained from children under 13 years of age.
Such regulation may also include enforcement and redress provisions. Moreover,
even in the absence of such regulations, the FTC has begun investigations into
the privacy practices of companies that collect information on the Internet. One
such investigation has resulted in a consent decree pursuant to which an
Internet company agreed to establish programs to implement the principles noted
above. Any such developments could have a material adverse effect on the
customers' business, results of operations and financial condition.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
We have spent no time on specialized research and development activities, and
have no plans to undertake any research or development in the future.
COMPLIANCE WITH ENVIRONMENTAL LAWS
We are not aware of any environmental regulations that could directly effect our
operations, but no assurance can be given that environmental regulations will
not, in the future, have a material adverse impact on our business.
NUMBER OF EMPLOYEES
At the present time, the company has no employees other than its officers and
directors who devote their time either as needed or on a full-time basis to the
Company's business. Due to Mr. Delbeck's sabbatical we currently subcontract our
web designs to WSI web Solutions and also maintain 3 freelance
designers/programmers who we can contract on an as-needed basis. We intend to
add staff as needed, as we expand operations and resume full time design in our
office.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASES OR SALES OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes our audited financial information to
our shareholders upon written request. We will make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We will be subject
to disclosure filing requirements including filing a Form 10-KSB annually and
Form 10-QSB quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.
The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F Street
NE, Washington, DC 20549. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers that file
electronically with the SEC.
21
PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views regarding the future events and financial
performance of Wired Associates Solutions Inc.
Our current cash balance is $10,021. We are a development stage company and have
generated limited revenues to date. We have sold $47,500 in equity securities,
net of $46,500 after $1,000 in issuance costs, to pay for our minimum level of
operations. We will require the proceeds from this offering to accomplish the
milestones set forth below.
We have received a going concern comment in the notes to our financial
statements that raise substantial doubt as to our ability to continue as a going
concern. As noted in our accompanying financial statements, our current
financial condition of nominal assets and limited operating business activities
necessary for revenues and operating capital create substantial doubt as to our
ability to continue as a going concern. If our business plan does not work, we
could remain as a start-up company with no material operations, revenues, or
profits.
PLANNED MILESTONES TO IMPLEMENT BUSINESS OPERATIONS
Upgrade Company Website
Launch Marketing Plan
Source B2B Partnerships
Participate in specific trade shows
Expand in-house expertise
The following criteria for milestones are based on estimates derived from
research and marketing data accumulated by our directors. They are estimates
only. The numbers of Employees, B2B Partners, and Products/Services we plan for
and the other projected milestones are approximations only and subject to
adjustment based on cost and needs.
APRIL, 2007:
With the forced sabbatical of Mr. Delbeck, certain aspects of company research
and planning were shelved. With his return the planning and analysis has resumed
in the area of current Internet Technologies. We will be re-vamping the company
website to incorporate technologies we identify as being best of breed for the
purpose of illustrating to our now and future clients the power of the Internet
and our ability to deliver premium solutions without premium price tags.
MAY-JUNE, 2007:
We will have begun the establishment of B2B partnerships/relationships (to be an
on-going process), both for the purpose of re-selling/marketing technologies,
and for the purpose of service sharing, to capitalize on expertise we do not
currently have in-house. This will also include potential outsource partners.
Because of the media intense nature of Internet Marketing and Developing, we
will be acquiring/licensing background stock (like photos, graphics, etc.) that
will allow us to produce superior marketing solutions.
Because a significant portion of what we do will be in the Advertising/Marketing
arena we will be planning and launching our own marketing both in context of
mainstream traditional (Newspaper, Specific trade magazines, possibly radio),
and in the form of participating in seminars, presentations, and local
tradeshows.
JULY-AUGUST, 2007
Because the summer months (June-July-August) are typically low budget months for
most businesses except those that specialize in summer seasonal activities, our
first focus will be on training and/or re-tooling our in-house expertise, and
working with our business partners to do the same. Our second focus will be on
preparing for the Fall-Winter clients that are either completing their budgets
for the year, or planning their budgets for the next year. The goal being a
marketing effort to kick of in the beginning of September to get new/additional
market attention. Our third focus will be to identify summer season
organizations, and planning how to capture that market for the following year.
22
SEPTEMBER-DECEMBER. 2007
The fall season kicks off intensive marketing efforts as planned during the
summer. Because many (potential) clients will want to get their marketing
presence up and running prior to the Christmas season, the focus will be on
rapid development technologies, and phased website development approaches. As
always easy to maintain sites, via site content editors, managed by Wired
Associates (or the client), as opposed to the need for traditional investment in
site development tools and technologies (HTML, Dreamweaver, etc.).
JANUARY - MARCH, 2008
Winter season will be about capitalizing on the marketing effort of the previous
months. A complete review of previous years marketing (success and failure).
Development of budget and planning for the next year.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are a development stage company and have
generated limited revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources and possible cost overruns due to the price and cost increases in
supplies and services.
At present, we only have enough cash on hand to cover the general operating
costs for the next 12 months, fund the completion of this offering, and apply
for an exchange listing.
To meet our needs for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to raise enough money through this
offering to stay in business. Whatever money we do raise, it will be applied to
the items set forth in the Use of Proceeds section of this prospectus. If we do
not raise the money we need from this offering to proceed with the
implementation of our business plan, we will have to find alternative sources,
like a second public offering, a private placement of securities, or loans from
either our officers or other persons. Equity financing could result in
additional dilution to existing shareholders.
While the officers and directors have generally indicated a willingness to
provide services and financial contributions if necessary, there are presently
no agreements, arrangements, commitments, or specific understandings, either
verbally or in writing, between the officers and directors and Wired Associates.
During the first year of operations, our officers and directors will also
provide their labor at no charge.
If we are unable to meet our needs for cash from either the money that we raise
from this offering, or possible alternative sources, then we may be unable to
continue, develop, or expand our operations.
We have no plans to undertake any product research and development during the
term covered by this prospectus. There are also no plans or expectations to
acquire or sell any major assets in the first year of operations.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares. If we are
successful the money raised will be applied to the items set forth in the Use of
Proceeds section of this prospectus.
23
Our directors have agreed to advance funds as needed until the public offering
is completed or failed. While they have agreed to advance the funds, the
agreement is verbal and is unenforceable as a matter of law.
We received our initial funding of $2,500 through the sale of common stock to
our officers and directors who purchased 1,000,000 shares of our common stock at
$0.0025 per share on February 14, 2003. During June 2003, we sold 700,000 common
shares at a per share price of $0.05 to 25 non-affiliated private investors for
proceeds of $35,000. In March 2007 we received $10,000 from Mr. Delbeck who
purchased 100,000 shares of our common stock at $0.10 per share. From inception
until the date of this filing we have had limited operating activities. Our
financial statements for the period from inception (February 14, 2003) through
January 31, 2007 report $11,412 in revenues and a net loss of $54,607.
CRITICAL ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful judgment.
Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly prepared
within the framework of the significant accounting policies summarized below:
DEVELOPMENT STAGE
The Company is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7 as it is devoting substantially all of its
efforts to establish a new business and planned principal operations have not
commenced.
INCOME TAXES
The Company has adopted SFAS No. 109 - "Accounting for Income Taxes." SFAS No.
109 requires the use of the asset and liability method of accounting for income
taxes. Under the asset and liability method of SFAS No. 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable to
temporary differences between the financial statements carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled.
BASIC AND DILUTED LOSS PER SHARE
The Company reports basic loss per share in accordance with the Statement of
Financial Accounting Standards No. 128, "Earnings Per Share". Basic loss per
share is computed using the weighted average number of shares outstanding during
the period. Diluted loss per share has not been provided, as it would be
anti-dilutive.
REVENUE RECOGNITION
The Company recognizes revenue when it is realized or realizable and earned. The
Company considers revenue realized or realizable and earned when it has
persuasive evidence of an arrangement, the product has been shipped or the
services have been provided to the client, the sales price is fixed or
determinable, and collectibility is reasonably assured. The Company reduces
revenue for estimated client returns and other allowances.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash and accounts payable and accrued liabilities
approximates fair value because of the short maturity of these instruments.
Unless otherwise noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks arising from these
financial instruments.
24
WEBSITE COSTS
The Company recognizes the costs incurred in the development of the Company's
website in accordance with EITF 00-2 "Accounting for Website Development Costs"
and, with provisions of AICPA Statement of Position No. 98-1, "Accounting for
the Costs of Computer Software Developed or Obtained for Internal Use."
Accordingly, direct costs incurred during the application stage of development
are capitalized and amortized over the estimated useful life. Fees incurred for
website hosting are expensed over the period of the benefit. Costs of operating
a website are expensed as incurred.
NEW ACCOUNTING STANDARDS
Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on the
accompanying financial statements.
DESCRIPTION OF PROPERTY
We currently lease office space at 14205 SE 36th Street, Suite 100, # 172
Bellevue, WA 98006, for $110 per month. The business premises consist of shared
common facilities including reception area, board room and copying room. We feel
that the existing office space is sufficient at this time and feel we will be
able to lease additional office space at the same location as our needs grow.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 14, 2003, a total of 1,000,000 shares of Common Stock were issued in
exchange for organizational services and expenses, proprietary rights, business
plans and cash in the amount of $2,500 U.S., or $.0025 per share. In March 2007
we received $10,000 from Mr. Delbeck who purchased 100,000 shares of our common
stock at $0.10 per share. All of such shares are "restricted" securities, as
that term is defined by the Securities Act of 1933, as amended, and are held by
officers and directors of the Company. (See "Principal Stockholders".)
Mr. Delbeck, Mr. Brown and Mr. Garrett, the officers and directors will not be
paid for any underwriting services that they perform on our behalf with respect
to this SB-2 offering.
At January 31, 2007 $60 is due to a director of the company. The loan is
unsecured, non-interest bearing and has no specific terms of repayment.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the effectiveness of
this Registration Statement to file an application on our behalf to have the
shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a
regulated quotation service that displays real-time quotes, last sale prices and
volume information in over-the-counter (OTC) securities. The OTCBB is not an
issuer listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between Wired
Associates Solutions, and anyone acting on our behalf with any market maker
regarding participation in a future trading market for our securities.
25
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Wired Associates had 27
shareholders of record. We have paid no cash dividends and have no outstanding
options.
PENNY STOCK RULES
The Securities and Exchange Commission has 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).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute 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:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
26
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.
REGULATION M
Our officers and directors, who will offer and sell the Shares, are aware that
they are required to comply with the provisions of Regulation M, promulgated
under the Securities Exchange Act of 1934, as amended. With certain exceptions,
Regulation M precludes the officer and director, sales agent, any broker-dealer
or other person who participates in the distribution of shares in this offering
from bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
EXECUTIVE COMPENSATION
Our current officers and directors receive no compensation. The current Board of
Directors is comprised of Mr. Delback, Mr. Brown and Mr. Garrett.
Summary Compensation Table
[Enlarge/Download Table]
Other
Name & Annual Restricted All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs($) Payouts($) sation($)
-------- ---- --------- -------- --------- ----------- ------- ---------- ---------
S Delback 2006 -0- -0- -0- -0- -0- -0- -0-
President 2005 -0- -0- -0- -0- -0- -0- -0-
2004 -0- -0- -0- -0- -0- -0- -0-
R Brown 2006 -0- -0- -0- -0- -0- -0- -0-
Secretary 2005 -0- -0- -0- -0- -0- -0- -0-
2004 -0- -0- -0- -0- -0- -0- -0-
I Garrett 2006 -0- -0- -0- -0- -0- -0- -0-
VP 2005 -0- -0- -0- -0- -0- -0- -0-
2004 -0- -0- -0- -0- -0- -0- -0-
There are no current employment agreements between the company and its executive
officers.
The officers and directors of the company do not intend to receive cash
remuneration or salaries for their efforts unless and until our business
operations are successful, at which time salaries and other remuneration will be
established by the Board of Directors, as appropriate.
None of our officers, directors, advisors or key employees is currently party to
employment agreements with the company. We have no pension, health, annuity,
bonus, insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt such plans in the future. There are presently no personal
benefits available for directors, officers or employees of the company.
27
FINANCIAL STATEMENTS
The audited financial statements of Wired Associates Solutions Inc. for the
years ended October 31, 2006 and 2005, and related notes which are included in
this offering have been examined by Amisano Hanson, Chartered Accountants. We
include the financial statements in reliance on their reports, given upon their
authority as experts in accounting and auditing. The financial statements and
related notes for the 3 months ended January 31, 2007, prepared by the company,
are also included.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
28
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
October 31, 2006, 2005 and 2004
(Stated in US Dollars)
F-1
A PARTNERSHIP OF INCORPORATED PROFESSIONALS AMISANO HANSON
CHARTERED ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
Wired Associates Solutions Inc.
We have audited the accompanying balance sheets of Wired Associates Solutions
Inc. (A Development Stage Company) as of October 31 2006, 2005 and 2004 and the
related statements of operations, stockholders' equity (deficiency) and cash
flows for years ended October 31, 2006, 2005 and 2004 and the period February
14, 2003 (Date of Inception) to October 31, 2006. 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of Amercia). Those standards require
that we plan and perform an 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. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present fairly, in
all material respects, the financial position of Wired Associates Solutions Inc.
as of October 31, 2006, 2005 and 2004 and the results of its operations and its
cash flows for the years ended October 31, 2006, 2005 and 2004 and the period
February 14, 2003 (Date of Inception) to October 31, 2006, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company is in the development stage and has
no established source of revenue and is dependent on its ability to raise
capital from stockholders or other sources to sustain operations. These factors,
along with other matters as set forth in Note 1, raise substantial doubt that
the Company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Vancouver, Canada /s/ AMISANO HANSON
December 5, 2006 CHARTERED ACCOUNTANTS
750 West Pender Street, Suite 604 Telephone: 604-689-0188
Vancouver Canada Facsimile: 604-689-9773
V6C 2T7 E-MAIL: amishan@telus.net
F-2
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
BALANCE SHEETS
October 31, 2006, 2005 and 2004
(Stated in US Dollars)
[Enlarge/Download Table]
2006 2005 2004
-------- -------- --------
ASSETS
Current
Cash $ 64 $ 406 $ 12,303
Prepaid expense -- 3,250 3,250
-------- -------- --------
$ 64 $ 3,656 $ 15,553
======== ======== ========
LIABILITIES
Current
Accounts payable and accrued liabilities $ 10,000 $ 11,049 $ 6,049
Advances payable - Note 4 6,628 -- --
-------- -------- --------
16,628 11,049 6,049
-------- -------- --------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, $0.001 par value
50,000,000 shares authorized
1,700,000 (2005 and 2004: 1,700,000) shares outstanding 1,700 1,700 1,700
Additional paid-in capital 34,800 34,800 34,800
Deficit accumulated during the development stage (53,064) (43,893) (26,996)
-------- -------- --------
(16,564) (7,393) 9,504
-------- -------- --------
$ 64 $ 3,656 $ 15,553
======== ======== ========
Nature and Continuance of Operations - Note 1
Subsequent Events - Note 5
SEE ACCOMPANYING NOTES
F-3
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the years ended October 31, 2006, 2005 and 2004 and
for the periods February 14, 2003 (Date of Inception) to October 31, 2006
(Stated in US Dollars)
[Enlarge/Download Table]
February 14, 2003
(Date of
Year ended October 31, Inception) to
----------------------------------------------- October 31,
2006 2005 2004 2006
----------- ----------- ----------- -----------
Income $ -- $ -- $ 1,412 $ 11,412
----------- ----------- ----------- -----------
Expenses
Accounting and audit fees 5,060 5,000 9,750 20,559
Bank charges 108 121 130 579
Communications - Note 4 -- 1,120 1,975 4,328
Consulting fees -- 5,000 150 12,125
Filing fees 416 -- 500 1,522
Foreign exchange -- -- -- 649
Legal fees -- -- -- 500
Office and miscellaneous - Note 4 -- 1,602 2,573 5,740
Rent - Note 4 -- 4,000 4,000 10,100
Website costs 337 54 4,733 5,124
Write-down of prepaid expense 3,250 -- -- 3,250
----------- ----------- ----------- -----------
9,171 16,897 23,811 64,476
----------- ----------- ----------- -----------
Net loss for the period $ (9,171) $ (16,897) $ (22,399) $ (53,064)
=========== =========== =========== ===========
Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.01)
=========== =========== ===========
Weighted average number of shares outstanding 1,700,000 1,700,000 1,700,000
=========== =========== ===========
SEE ACCOMPANYING NOTES
F-4
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the years ended October 31, 2006, 2005 and 2004 and
for the periods February 14, 2003 (Date of Inception) to October 31, 2006
(Stated in US Dollars)
[Enlarge/Download Table]
February 14, 2003
(Date of
Year ended October 31, Inception) to
-------------------------------------- October 31,
2006 2005 2004 2006
-------- -------- -------- --------
Cash Flows from (used in) Operating Activities
Net loss for the period $ (9,171) $(16,897) $(22,399) $(53,064)
Changes in non-cash working capital balances
related to operations:
Prepaid expense 3,250 -- (3,250) --
Accounts payable and accrued liabilities (1,049) 5,000 4,510 10,000
Advances payable 6,628 -- -- 6,628
-------- -------- -------- --------
(342) (11,897) (21,139) (36,436)
-------- -------- -------- --------
Cash Flows from Financing Activity
Shares issued for cash -- -- -- 36,500
-------- -------- -------- --------
Increase (decrease) in cash during the period (342) (11,897) (21,139) 64
Cash, beginning of the period 406 12,303 33,442 --
-------- -------- -------- --------
Cash, end of the period $ 64 $ 406 $ 12,303 $ 64
======== ======== ======== ========
SEE ACCOMPANYING NOTES
F-5
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period February 14, 2003 (Date of Inception) to October 31, 2006
(Stated in US Dollars)
[Enlarge/Download Table]
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Development
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
Capital stock subscribed pursuant to
subscription agreement, for cash
- at $0.0025 1,000,000 $ 1,000 $ 1,500 $ -- $ 2,500
Pursuant to an offering memorandum,
for cash - at $0.05 700,000 700 34,300 -- 35,000
Less: share issue costs -- -- (1,000) -- (1,000)
Net loss for the period -- -- -- (4,597) (4,597)
--------- --------- --------- --------- ---------
Balance, October 31, 2003 1,700,000 1,700 34,800 (4,597) 31,903
Net loss for the year -- -- -- (22,399) (22,399)
--------- --------- --------- --------- ---------
Balance, October 31, 2004 1,700,000 1,700 34,800 (26,996) 9,504
Net loss for the year -- -- -- (16,897) (16,897)
--------- --------- --------- --------- ---------
Balance, October 31, 2005 1,700,000 1,700 34,800 (43,893) (7,393)
Net loss for the year -- -- -- (9,171) (9,171)
--------- --------- --------- --------- ---------
Balance, October 31, 2006 1,700,000 $ 1,700 $ 34,800 $ 53,064 $ (16,564)
========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES
F-6
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2006, 2005 and 2004
(Stated in US Dollars)
Note 1 NATURE AND CONTINUANCE OF OPERATIONS
The Company is a development stage company whose business is web
development, specializing in the design, creation and marketing of cost
effective Internet products. The Company commenced operations on February
14, 2003, the inception date of the Company. The Company was incorporated
in the State of Nevada in the United States of America.
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which assumes
that the Company will be able to meet its obligations and continue its
operations for its next fiscal year. Realization values may be
substantially different from carrying values as shown and these financial
statements do not give effect to adjustments that would be necessary to the
carrying values and classification of assets and liabilities should the
Company be unable to continue as a going concern. At October 31, 2006, the
Company had not yet achieved profitable operations, has accumulated losses
of $53,064 since its inception, has a working capital deficiency of $16,564
and expects to incur further losses in the development of its business, all
of which casts substantial doubt about the Company's ability to continue as
a going concern. The Company's ability to continue as a going concern is
dependent upon its ability to generate future profitable operations and/or
to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due.
Management has no formal plan in place to address this concern but
considers that the Company will be able to obtain additional funds by
equity financing and/or related party advances, however there is no
assurance of additional funding being available.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States of
America. Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for a
period necessarily involves the use of estimates, which have been made
using careful judgement. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within the framework of the significant accounting policies
summarized below:
DEVELOPMENT STAGE
The Company is a development stage company as defined in Statement of
Financial Accounting Standards ("SFAS") No. 7 as it is devoting
substantially all of its efforts to establish a new business and planned
principal operations have not commenced.
F-7
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2006, 2005 and 2004
(Stated in US Dollars)
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (cont'd)
INCOME TAXES
The Company has adopted SFAS No. 109 - "Accounting for Income Taxes." SFAS
No. 109 requires the use of the asset and liability method of accounting
for income taxes. Under the asset and liability method of SFAS No. 109,
deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
BASIC AND DILUTED LOSS PER SHARE
The Company reports basic loss per share in accordance with the SFAS No.
128, "Earnings Per Share". Basic loss per share is computed using the
weighted average number of shares outstanding during the period. Diluted
loss per share has not been provided, as it would be anti-dilutive.
REVENUE RECOGNITION
The Company recognizes revenue when it is realized or realizable and
earned. The Company considers revenue realized or realizable and earned
when it has persuasive evidence of an arrangement, the product has been
shipped or the services have been provided to the client, the sales price
is fixed or determinable, and collectibility is reasonably assured. The
Company reduces revenue for estimated client returns and other allowances.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash, accounts payable and accrued liabilities and
advances payable approximates fair value because of the short maturity of
these instruments. Unless otherwise noted, it is management's opinion that
the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments.
WEBSITE COSTS
The Company recognizes the costs incurred in the development of the
Company's website in accordance with EITF 00-2 "Accounting for Website
Development Costs" and, with provisions of AICPA Statement of Position No.
98-1, "Accounting for the Costs of Computer Software Developed or Obtained
for Internal Use." Accordingly, direct costs incurred during the
application stage of development are capitalized and amortized over the
estimated useful life. Fees incurred for website hosting are expensed over
the period of the benefit. Costs of operating a website are expensed as
incurred.
F-8
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2006, 2005 and 2004
(Stated in US Dollars)
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (cont'd)
NEW ACCOUNTING STANDARDS
Management does not believe that any recently issued, but not yet effective
accounting standards if currently adopted could have a material effect on
the accompanying financial statements.
Note 3 INCOME TAXES
The following table summarizes the significant components of the Company's
deferred tax assets:
[Download Table]
2006 2005 2004
------- ------- -------
Deferred Tax Assets
Non-capital loss carryforward $ 8,266 $ 6,584 $ 4,049
Less: valuation allowance for deferred tax asset (8,266) (6,584) (4,049)
------- ------- -------
$ -- $ -- $ --
======= ======= =======
The amount taken into income as deferred tax assets must reflect that
portion of the income tax loss carryforwards that is more likely than not
to be realized from future operations. The Company has chosen to provide an
allowance of 100% against all available income tax loss carryforwards,
regardless of their time of expiry.
No provision for income taxes has been provided in these financial
statements due to the net loss. At October 31, 2006, the Company has net
operating loss carryforwards, which expire commencing in 2023, totalling
$53,064, the benefit of which has not been recorded in the financial
statements.
F-9
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
October 31, 2006, 2005 and 2004
(Stated in US Dollars)
Note 4 RELATED PARTY TRANSACTIONS
The Company has incurred the following transactions with a company with a
common director:
[Download Table]
February 14, 2003
(Date of
Year ended October 31, Inception) to
--------------------------------- October 31,
2006 2005 2004 2006
------- ------- ------- -------
Communications $ -- $ 1,120 $ 1,120 $ 2,240
Office and miscellaneous -- 1,280 1,280 3,410
Rent -- 4,000 4,000 9,200
------- ------- ------- -------
$ -- $ 6,400 $ 6,400 $14,850
======= ======= ======= =======
Included in advances payable is $60 (2005: $Nil; 2004: $Nil) due to a
director of the Company and they are unsecured, non-interest bearing and
have no specific terms for repayment.
Note 5 SUBSEQUENT EVENT
The Company is in the process of registering 800,000 shares of common stock
for sale at $.20 per share with the US Securities and Exchange Commission.
Of the shares being registered, 700,000 shares are being registered for
sale by existing shareholders and 100,000 shares are being registered for
sale by the Company. The Company will not receive any proceeds from the
sale of any of the 700,000 shares sold by the selling shareholders.
F-10
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
January 31, 2007
(Stated in US Dollars)
(Unaudited)
F-11
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
INTERIM BALANCE SHEETS
January 31, 2007 and October 31, 2006
(Stated in US Dollars)
(Unaudited)
[Enlarge/Download Table]
January 31, October 31,
2007 2006
-------- --------
ASSETS
Current
Cash $ 21 $ 64
======== ========
LIABILITIES
Current
Accounts payable and accrued liabilities $ 11,500 $ 10,000
Advances payable 6,628 6,628
-------- --------
18,128 16,628
-------- --------
STOCKHOLDERS' DEFICIENCY
Common stock, $0.001 par value
50,000,000 shares authorized
1,700,000 shares outstanding (October 31, 2006: 1,700,000) 1,700 1,700
Additional paid-in capital 34,800 34,800
Deficit accumulated during the development stage (54,607) (53,064)
-------- --------
(18,107) (16,564)
-------- --------
$ 21 $ 64
======== ========
Subsequent Events - Note 4
SEE ACCOMPANYING NOTES
F-12
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the three months ended January 31, 2007 and 2006 and
for the period February 14, 2003 (Date of Inception) to January 31, 2007
(Stated in US Dollars)
(Unaudited)
[Enlarge/Download Table]
February 14, 2003
Three months ended (Date of
January 31, Inception) to
--------------------------------- January 31,
2007 2006 2007
----------- ----------- -----------
Income $ -- $ -- $ 11,412
----------- ----------- -----------
Expenses
Accounting and audit fees 1,500 -- 22,059
Bank charges 43 49 622
Communications - Note 3 -- -- 4,328
Consulting fees -- -- 12,125
Filing fees -- -- 1,522
Foreign exchange -- -- 649
Legal fees -- -- 500
Office and miscellaneous - Note 3 -- -- 5,740
Rent - Note 3 -- -- 10,100
Website costs -- 337 5,124
Write-down of prepaid expenses -- -- 3,250
----------- ----------- -----------
1,543 386 66,019
----------- ----------- -----------
Net loss for the period $ (1,543) $ (386) $ (54,607)
=========== =========== ===========
Basic and diluted loss per share $ (0.00) $ (0.00)
=========== ===========
Weighted average number of shares outstanding 1,700,000 1,700,000
=========== ===========
SEE ACCOMPANYING NOTES
F-13
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the three months ended January 31, 2007 and 2006 and
for the period February 14, 2003 (Date of Inception) to January 31, 2007
(Stated in US Dollars)
(Unaudited)
[Enlarge/Download Table]
February 14, 2003
Three months ended (Date of
January 31, Inception) to
--------------------------- January 31,
2007 2006 2007
-------- -------- --------
Cash Flows used in Operating Activities
Net loss for the period $ (1,543) $ (386) $(54,607)
Changes in non-cash working capital balances
related to operations
Accounts payable and accrued liabilities 1,500 -- 11,500
Advances payable -- -- 6,628
-------- -------- --------
(43) -- (36,479)
-------- -------- --------
Cash Flows from Financing Activity
Shares issued for cash -- -- 36,500
-------- -------- --------
Increase (decrease) in cash during the period (43) (386) 21
Cash, beginning of the period 64 406 --
-------- -------- --------
Cash, end of the period $ 21 $ 20 $ 21
======== ======== ========
SEE ACCOMPANYING NOTES
F-14
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period February 14, 2003 (Date of Inception) to January 31, 2007
(Stated in US Dollars)
(Unaudited)
[Enlarge/Download Table]
Deficit
Accumulated
Common Shares Additional During the
---------------------- Paid-in Development
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
Capital stock subscribed pursuant to
subscription agreement, for cash
- at $0.0025 1,000,000 $ 1,000 $ 1,500 $ -- $ 2,500
Pursuant to an offering memorandum,
for cash - at $0.05 700,000 700 34,300 -- 35,000
Less: share issue costs -- -- (1,000) -- (1,000)
Net loss for the period -- -- -- (4,597) (4,597)
--------- --------- --------- --------- ---------
Balance, October 31, 2003 1,700,000 1,700 34,800 (4,597) 31,903
Net loss for the year -- -- -- (22,399) (22,399)
--------- --------- --------- --------- ---------
Balance, October 31, 2004 1,700,000 1,700 34,800 (26,996) 9,504
Net loss for the year -- -- -- (16,897) (16,897)
--------- --------- --------- --------- ---------
Balance, October 31, 2005 1,700,000 1,700 34,800 (43,893) (7,393)
Net loss for the year -- -- -- (9,171) (9,171)
--------- --------- --------- --------- ---------
Balance, October 31, 2006 1,700,000 $ 1,700 $ 34,800 $ 53,064 $ (16,564)
Net loss for the period -- -- -- (1,543) (1,543)
--------- --------- --------- --------- ---------
Balance, January 31, 2007 1,700,000 $ 1,700 $ 34,800 $ (54,607) $ (18,107)
========= ========= ========= ========= =========
SEE ACCOMPANYING NOTES
F-15
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
January 31, 2007
(Stated in US Dollars)
(Unaudited)
Note 1 INTERIM FINANCIAL STATEMENTS
The accompanying unaudited interim financial statements have been prepared
by Wired Associates Solutions Inc. (the "Company") pursuant to the rules
and regulations of the United States Securities and Exchange Commission.
Certain information and disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management, all
adjustments and disclosures necessary for a fair presentation of these
financial statements have been included. Such adjustments consist of normal
recurring adjustments. These interim financial statements should be read in
conjunction with the audited financial statements of the Company for the
fiscal period ended October 31, 2006, as filed with the United States
Securities and Exchange Commission.
The results of operations for the three months ended January 31, 2007, are
not necessarily indicative of the results that can be expected for the year
ending October 31, 2007.
Note 2 CONTINUANCE OF OPERATIONS
The financial statements have been prepared using generally accepted
accounting principles in the United States of America applicable for a
going concern which assumes that the Company will realize its assets and
discharge its liabilities in the ordinary course of business. At January
31, 2007, the Company had not yet achieved profitable operations, has
accumulated losses of $54,607 since its inception, has a working capital
deficiency of $18,108 and expects to incur further losses in the
development of its business, all of which casts substantial doubt about the
Company's ability to continue as a going concern. Its ability to continue
as a going concern is dependent upon the ability of the Company to generate
profitable operations in the future and/or to obtain the necessary
financing to meet its obligations and pay its liabilities arising from
normal business operations when they come due. Management has no formal
plan in place to address this concern but considers that the company will
be able to obtain additional funds by equity financing and/or related party
advances, however, there is no assurance if additional funding is going to
be available.
F-16
WIRED ASSOCIATES SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
January 31, 2007
(Stated in US Dollars)
(Unaudited)
Note 3 RELATED PARTY TRANSACTIONS
The Company has incurred the following transactions with a company with a
common director:
February 14, 2003
Three months ended (Date of
January 31, Incorporation) to
----------------------- October 31,
2007 2006 2006
-------- -------- --------
Communications $ -- $ -- $ 4,328
Office and miscellaneous -- -- 5,740
Rent -- -- 10,100
-------- -------- --------
$ -- $ -- $ 20,168
======== ======== ========
Note 4 SUBSEQUENT EVENTS
1) By a stock subscription agreement dated March 23, 2007, the Company
received $10,000 for the issuance of 100,000 shares of common stock at
$0.10 per share to a director of the Company.
2) The Company is in the process of registering 800,000 shares of common
stock for sale at $.20 per share with the US Securities and Exchange
Commission. Of the shares being registered, 700,000 shares are being
registered for sale by existing shareholders and 100,000 shares are
being registered for sale by the Company. The Company will not receive
any proceeds from the sale of any of the 700,000 shares sold by the
selling shareholders.
F-17
Dealer Prospectus Delivery Obligation
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
II-1
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Wired Associates Solutions, we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 5
Accounting fees and expenses $2,500
Legal fees $1,500
Transfer Agent fees $ 700
Printing $ 295
------
Total $5,000
======
RECENT SALES OF UNREGISTERED SECURITIES
On February 14, 2003, a total of 1,000,000 shares of Common Stock were issued in
exchange for organizational services and expenses, proprietary rights, business
plans and cash in the amount of $2,500 U.S., or $.0025 per share to two
II-2
directors of the company. In issuing the shares, the company relied upon Section
4(2) of Securities Act of 1933, as amended. This did not constitute a public
offering.
During June of 2003 the company offered and sold 700,000 shares at $0.05 per
share to 25 non-affiliated private investors for a total of $35,000. The offer
and sale of such shares of our common stock were effected in reliance on the
exemptions for sales of securities not involving a public offering, as set forth
in 504 promulgated under the Securities Act, based on the following:
LIMITATIONS ON RESALE. Except as provided in Rule 504(b)(1), securities acquired
in a transaction under Regulation D shall have the status of securities acquired
in a transaction under section 4(2) of the Act and cannot be resold without
registration under the Act or an exemption therefrom. The issuer shall exercise
reasonable care to assure that the purchasers of the securities are not
underwriters within the meaning of section 2(a)(11) of the Act, which reasonable
care may be demonstrated by the following:
1. Reasonable inquiry to determine if the purchaser is acquiring the
securities for himself or for other persons;
2. Written disclosure to each purchaser prior to sale that the securities
have not been registered under the Act and, therefore, cannot be
resold unless they are registered under the Act or unless an exemption
from registration is available; and
3. Placement of a legend on the certificate or other document that
evidences the securities stating that the securities have not been
registered under the Act and setting forth or referring to the
restrictions on transferability and sale of the securities.
On March 23, 2007, a total of 100,000 shares of Common Stock were issued in
exchange for $10,000 U.S., or $.10 per share to a director of the company. In
issuing the shares, the company relied upon Section 4(2) of Securities Act of
1933, as amended. This did not constitute a public offering.
Under the Securities Act of 1933, all sales of an issuers' securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resale of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
re-sales by non-affiliates holders without limitations after two years; ( c )
The sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the required notice of the sale under Rule 144 with the
SEC.
EXHIBITS
Exhibit 3.1 Articles of Incorporation
Exhibit 3.2 Bylaws
Exhibit 5 Opinion re: Legality
Exhibit 23.1 Consent of counsel (see Exhibit 5)
Exhibit 23.2 Consent of independent auditor
Exhibit 99.1 Subscription Agreement
II-3
UNDERTAKINGS
The undersigned registrant hereby undertakes to:
(1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
the securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of a prospectus filed with
the Commission pursuant to Rule 424(b) under the Securities Act if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement, and
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) For determining liability of the undersigned small business issuer under
the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned undertakes that in a primary offering of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned small business issuer will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned small
business issuer or its securities provided by or on behalf of the
undersigned small business issuer; and
(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
II-4
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Bellevue, state of
Washington, on April 24, 2007.
Wired Associates Solutions Inc.
/s/ Scott Delbeck
----------------------------------------
By: Scott Delbeck
(Principal Executive Officer & Director)
/s/ Roy Brown
----------------------------------------
Roy Brown
(Principal Financial Officer,
Principal Accounting Officer & Director)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
dates stated.
/s/ Scott Delbeck April 24, 2007
---------------------------------------- --------------
Scott Delbeck, President Date
(Principal Executive Officer & Director)
/s/ Roy Brown April 24, 2006
---------------------------------------- --------------
Roy Brown, Secretary, Treasurer Date
(Principal Financial Officer,
Principal Accounting Officer & Director)
II-5
Dates Referenced Herein and Documents Incorporated by Reference
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