0001144204-12-005842.txt : 20120203 0001144204-12-005842.hdr.sgml : 20120203 20120203170256 ACCESSION NUMBER: 0001144204-12-005842 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120123 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20120203 DATE AS OF CHANGE: 20120203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WIRED ASSOCIATES SOLUTIONS INC CENTRAL INDEX KEY: 0001245841 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-DIRECT MAIL ADVERTISING SERVICES [7331] IRS NUMBER: 371458557 STATE OF INCORPORATION: NV FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53161 FILM NUMBER: 12570864 BUSINESS ADDRESS: STREET 1: 1559 EAST 38TH STREET CITY: BROOKLYN STATE: NY ZIP: 11234 BUSINESS PHONE: (855) 639-9453 MAIL ADDRESS: STREET 1: 1559 EAST 38TH STREET CITY: BROOKLYN STATE: NY ZIP: 11234 8-K 1 v301200_8k.htm 8-K CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 23, 2012

 

WIRED ASSOCIATES SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53161   37-1458557
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

1559 East 38th Street

Brooklyn, New York 11234

(Address of principal executive offices)

 

(855) 639-9453

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

Item 1.01 Entry into a Material Definitive Agreement.

 

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On January 23, 2012, Wired Associates Solutions, Inc. (the “Company”) issued a senior secured convertible promissory note in the principal amount of $102,259.37 (the “Note”) in favor of Omega Global Enterprises, LLC, a Delaware limited liability company (“Omega”). The Note is due on demand and bears interest at a rate of twelve percent (12%) per annum. The Note is convertible into shares of the Company’s common stock at a price equal to the average of the immediately preceding three volume weighted average prices prior to receipt by the Company of a notice of conversion delivered by the holder. The Note may be prepaid in whole or in part at the Company’s option without penalty. Further, the Note grants to Omega a continuing, first priority security interest in all of the Company’s assets, wheresoever located and whether now existing or hereafter arising or acquired.

 

The above description of the Note does not purport to be complete and is qualified in its entirety by the full text of the document itself.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The Company is relying on an exemption from the registration requirements of the Securities Act of 1933, as amended, for the private placement of our securities underlying the Note pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering, Omega is an “accredited investor” and/or qualified institutional buyer and Omega has access to information about us and its investment.

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

      WIRED ASSOCIATES SOLUTIONS, INC.
           
           
Date: February 3, 2012   By:  /s/ Justin Jarman  
        Name: Justin Jarman  
        Title: Chief Executive Officer