10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended March 31, 2013

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

For the Transition Period From ______ to ______

Commission File Number: 000-53559

Wikifamilies, Inc.

(Name of small business issuer specified in its charter)

Nevada		80-0214025
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
9025 Carlton Hills Blvd. Ste. B
Santee, CA 92071		92071
(Address of principal executive offices)		(Zip Code)
	(909) 708-3708
	(Registrant’s telephone number including area code)

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

Yes S No £

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files). Yes £ No S

Indicate by check mark whether the registrant is a large accelerated filer, a non –accelerated filer, or a smaller reporting company.   See definitions of large accelerated filer, accelerated filer and smaller reporting company in Section 12b-2 of the Exchange Act.

Large accelerated filer	£	Accelerated filer	£
Non-accelerated filer	£	Smaller reporting company	S

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

As of August 30, 2013, the issuer had 41,582,555 shares of common stock (“Common Stock”) issued and outstanding.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying financial statements of Wikifamilies, Inc. ( the “Company”, “Wikifamilies, Inc.”, “we” or “us”) have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company’s Annual Report on Form 10-K, filed with the Commission.

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Wikifamilies, Inc.

(A Development Stage Company)

Unaudited Consolidated Balance Sheets

	March 31, 2013			December 31, 2012
ASSETS
TOTAL ASSETS	$	–		$	–
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Liabilities
Accounts payable and accrued liabilities		18,254			16,087
Accounts payable and accrued liabilities, related party		40,000			40,000
Due to related party		142,509			142,509
Notes payable to related parties - in default		50,000			50,000
Total Liabilities		250,763			248,596
Stockholders' Equity (Deficit)
Common stock, $.001 par value, 100,000,000 shares authorized, 21,747,075 shares issued and outstanding respectively		21,747			21,747
Paid in capital		953,259			953,259
Other comprehensive income/(loss)		27,045			27,045
Deficit accumulated during development stage		(1,252,814	)		(1,250,646	)
Total Stockholders Equity (Deficit)		(250,763	)		(248,596	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	–		$	–

See notes to consolidated financial statements.

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Wikifamilies, Inc.

(A Development Stage Company)

Unaudited Consolidated Statements of Operations

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012 (restated)			From February 15, 2011 (Inception) to March 31, 2013
Revenue	$	–		$	–		$	–
Cost of goods sold		–			–			–
Gross profit/(loss)		–			–			–
Operating expenses
General and administrative		2,168			77,163			309,446
Legal and accounting		–			66,270			280,465
Marketing		–			–			–
Research and development		–			–			285,448
Depreciation and amortization		–			–			–
Total expenses		2,168			143,433			875,359
Ordinary loss		(2,168	)		(143,433	)		(875,359	)
Realized loss on investments		–						–
Other income/(expense)		–			1,823			(63,056	)
Loss from continuing operations		(2,168	)		(141,610	)		(938,415	)
Loss from discontinued operations		–			(123,795	)		(314,399	)
Net loss	$	(2,168	)	$	(265,405	)	$	(1,252,814	)
Net loss per share
Loss from continuing operations	$	(0.00	)	$	(0.00	)
Loss from discontinued operations		–			(0.00	)
Loss per share	$	(0.00	)	$	(0.01	)
Weighted average common shares		21,747,075			47,906,858

See notes to consolidated financial statements.

Statements of Comprehensive Income (Loss)

	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012 (restated)			From February 15, 2011 (Inception) to March 31, 2013
Net loss	$	(2,168	)	$	(265,405	)	$	(1,252,814	)
Gain/(loss) on foreign currency conversion		–			25,122			27,045
Unrealized gain/(loss) on available for sale investment		–			–			–
Total comprehensive loss	$	(2,168	)	$	(240,283	)	$	(1,225,769	)

See notes to consolidated financial statements.

4

Wikifamilies, Inc.

(A Development Stage Company)

Unaudited Consolidated Statements of Cash Flows

	For the Three Months Ended March 31, 2013			For the Three Months Ended March 31, 2012 (restated)			From February 15, 2011 (Inception) to March 31, 2013
Cash flows from operating activities
Net income/(loss)	$	(2,168	)	$	(265,405	)	$	(1,252,814	)
Non-cash transactions to reconcile net loss to cash used in operations
Depreciation and amortization	$	–		$	–		$	24,042
Bad debt		–			–			155,390
Options issued for interest		–			–			37,487
Stock issued for services		–			87,500			–
Disposal of assets, Allianex business		–			–			2,399
Cash provided by operations
Accounts receivable		–			–			75,000
Accounts payable and accrued liabilities		2,168			65,498			62,413
Accounts payable and accrued liabilities related parties		–			–			259,175
Prepaid expenses		–			21,219			11,461
Total cash used in operations		–			(91,188	)		(625,447	)
Cash flows from investing activities
Purchase of fixed assets		–			–			(24,042	)
Total cash used in investing activities		–			–			(24,042	)
Cash from financing activities
Stock sales		–			25,000			306,775
Cash surrendered for rescission		–			–			(22,811	)
Proceeds from debt related parties		–			52,479			220,245
Advances due to related parties		–			–			117,867
Total cash from financing activities		–			77,479			622,076
Effect if foreign currency exchange rate		–			25,122			27,045
INCREASE (DECREASE) IN CASH		–			11,413			(368	)
BEGINNING CASH		–			24,256			368
ENDING CASH	$	–		$	35,669		$	–
Supplemental disclosure of cash flow information:
Interest paid	$	–		$	–		$	5,627
Income taxes paid	$	–		$	–		$	–
Supplemental disclosure of non-cash investing activities:
Effect of reverse merger	$	–		$	–		$	64,582
Common stock issued in acquisition, in shares		–			–			31,500,000
Common stock issued for services, in shares		–			250,000			900,000

See notes to consolidated financial statements.

5

Wikifamilies, Inc.

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

For the period ended March 31, 2013

NOTE 1: HISTORY OF OPERATIONS

Wikifamilies, Inc. (“Wikifamilies, Inc.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd.  

The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business.  The leasing business generated minimal revenues since inception and has been discontinued.

On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. generated nominal revenues since the acquisition and the assets were disposed of on December 22, 2011.

On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition is treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

On September 7, 2012, Wikifamilies Inc., entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET was to be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies Inc.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This rescission unwinds the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees and expenses to the founders.

On September 10, 2012 the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as members of the Board of Directors.  

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On September 10, 2012, following the Appointment of the new directors, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as director and Chief Financial Officer effective September 13, 2012 and Malcolm Hutchinson resigned his position as director and Chief Executive Officer effective September 13, 2012.

The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the state of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company.

On April 2, 2013 the State of Nevada granted custodianship of the Company to Trisha Malone, the former Chief Financial Officer and a former Director of the Company, giving her the authority to appoint new officers and directors, to send notice to all stockholders of record noticing a meeting on at least ten (10) days notice, to pay all fees owed to the SEC and make all necessary filings with the SEC to bring the Company's filings current. The court also ordered that all common stocks issued as a result of the Exchange Agreement entered into between the Company and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012, were declared null and void and should be immediately returned to the Company or its transfer agent for cancellation and that the Technology Licensing Agreement between the Company and Clairnet, Limited, a Hong Kong corporation, dated September 7, 2012, was declared null and void. With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  

On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.

Although the three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd., they did so without proper shareholder approval and they did not change the name of the Company with FINRA, the OTC Markets or with the SEC. Therefore, we will continue to refer to the Company solely as Wikifamilies, Inc.

Unless the context otherwise requires, references to the “Company” mean the Company and its former subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Wikifamilies, Inc. unless otherwise stated.

NOTE 2:   GOING CONCERN

The Company has not generated any significant revenue since inception and has funded its operations primarily through the issuance of equity. We are presently a shell corporation with no operations and no revenues. We are in the process of identifying an operating entity to acquire. Accordingly, the Company’s ability to identify and accomplish a business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3:   SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Wikifamilies, Inc. and until its disposition, its formerly 100% wholly-owned subsidiary, Wikifamilies SA.  All intercompany balances and transactions have been eliminated in consolidation.  The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

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Foreign Currency Translation

The financial statements of the Company’s formerly 100% wholly-owned subsidiary, Wikifamilies SA, were measured using the local currency (the Swiss Franc (CHF) is the functional currency). Assets and liabilities of Wikifamilies SA were translated at exchange rates as of the balance sheet date. Revenues and expenses were translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments were recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations.

Discontinued Operations

In accordance with Accounting Standards Codification Topic No. 205-20 “Presentation of Financial Statements – Discontinued Operations” (ASC 205-20), the results of operations of a component of the entity that either has been disposed of or is classified as held for sale is reported as discontinued operations if both of the following conditions are met:

a. The operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction.

b. The entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

In a period in which a component of an entity either has been disposed of or is classified as held for sale, the income statement of the Company for current and prior periods will report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The results of operations of a component classified as held for sale shall be reported in discontinued operations in the period(s) in which they occur.

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

· evidence of an arrangement exists;

· delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

· transaction costs can be reliably measured;

· the selling price is fixed or determinable; and

· collectability is reasonably assured.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually.

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

8

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Investments

Investments presently consist of funds invested in debt securities available for sale. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320). Investments in debt securities that are classified as available for sale and equity securities that have readily determined fair values that are classified as available for sale are measured subsequently at fair value.

Intangible Assets

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company has capitalized development costs incurred after the technological feasibility of our Wikifamilies.com product had been established until the product was available for general release to customers. In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives).

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

NOTE 4: WIKIFAMILIES SA ACQUISITION AND DISPOSAL

On March 23, 2011, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Wikifamilies SA, a corporation organized under the laws of Switzerland, and the shareholders of Wikifamilies SA, Malcolm Hutchinson, Robert Coleridge, Rigosa Finance Limited, and TC Holdings LLC (collectively, the “Wikifamilies SA Shareholders”). Pursuant to the Exchange Agreement, on May 20, 2011, the Company purchased all of the outstanding securities of Wikifamilies SA from the Wikifamilies SA Shareholders in exchange for an aggregate amount of 31,500,000 shares of Common Stock of the Company, valued at approximately $.24 per share, (“Wikifamilies, Inc. Shares”), which at closing represented approximately 67.99% of the Company’s outstanding Common Stock.

9

As a result of the Wikifamilies acquisition, Wikifamilies SA became a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the merger was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement (the “Wikifamilies SA Rescission Agreement”), whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Wikifamilies SA Rescission Agreement unwinds the March 23, 2011, Exchange Agreement between the two parties. Wikifamilies SA agreed to return the remaining 26,925,000 shares of common stock in their possession to the Company’s treasury, being the full remaining balance of the original 31,500,000 shares of common stock tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA and the Company forgave all intercompany loans from the Company to Wikifamilies SA in full compensation for non-payment of salaries, fees and other expenses owed to the founders. The income statement of the Company for current and prior periods now report the results of operations of Wikifamilies SA, including any gain or loss recognized, in discontinued operations.

Assets and Liabilities Disposed Of	Amount
Cash	$	22,811
Prepaid expenses		3,539
Accounts payable		(38,300	)
Accrued expenses		(12,136	)
Accrued salaries		(219,175	)
Net assets disposed of	$	(243,261	)

The 26,925,000 shares of common stock returned to the Company’s treasury by Wikifamilies SA were cancelled by the Company.

NOTE 5: FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10 35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

10

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at December 31, 2012.

In accordance with ASC 820, the following table presents the Company’s fair value hierarchy for its financial assets (investments) as of March 31, 2013 and December 31, 2012:

Level	March 31, 2013	December 31, 2012
Level 1	-	-
Level 2	-	-
Level 3	-	-

NOTE 6: FIXED ASSETS

In 2012 the Company purchased computer equipment in the amount of $873. The Company determined it was necessary to record an impairment of this asset as of December 31, 2012. The $873 is part of the total asset impairment recorded by the Company for the year ended December 31, 2012.

Asset Classification	March 31, 2013		December 31, 2012
Computer Equipment	$	–	$	873
		–		873
Less Accumulated Depreciation		–		–
Less Impairment		–		(873	)
Net Book Value	$	–	$	–

NOTE 7:  NOTES PAYABLE

Through March 31, 2013 Suprafin, Ltd. loaned the Company a total of $103,944 for working capital needs and assumed $38,565 in loans due for a total loan balance of $142,509 as of March 31, 2013. These loans were provided at no interest, payable on demand.

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on June 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to March 31, 2013. The loan is currently in default. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. As the options were in lieu of interest, we recorded an interest expense as of December 31, 2012 of $37,487. The fair value of the options in lieu of interest expenses is valued using Black-Sholes option-pricing model. The loan was not repaid as of March 31, 2013.

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NOTE 8:  RELATED PARTY TRANSACTIONS

Common Stock Issuances

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash.  

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, the Company agreed to issue, and Ms. de Maison agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

Ms. de Maison has invested a total of $185,737 in monthly installments under this agreement for the purchase of 742,947 shares purchased as of December 31, 2011. Ms. de Maison resigned her position as Director of the Company in August 2011 and presently has no obligation to purchase any additional shares under this agreement.

On February 7, 2012 the Board of Directors of the Company elected to issue equity awards to directors Thomas Hudson and Stephen Brown. 150,000 restricted shares of Common Stock were issued to Mr. Hudson and 100,000 shares of Common Stock were issued to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and Corporate Counsel, David Price. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price. The fair market value closing price on the day of the grants was $0.098 per share. The value of these shares at the market closing price was recorded as legal and professional fee expense.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was Rescinded by Mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders.

Capital Contribution

On November 29, 2009, Ms. de Maison gifted the URL “sendaprayer.com” to the Company. This asset was originally recorded at the cost incurred by Ms. de Maison to purchase the URL.

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Loans from Thomas Hudson

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was due on March 31, 2013 and is currently in default. See Note 7: Notes Payable.

Loans from Angelique de Maison

During the year ended December 31, 2009, Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year, and an additional $5,000 for additional start-up costs at no interest. These loans were applied to the purchase of Common Stock (including $327 in accrued interest) on December 1, 2010 as discussed below.

On March 31, 2010, Ms. de Maison agreed to purchase from the Company, subject to certain conditions, upon the Company’s demand at any time on or prior to June 30, 2011, a note in the amount $520,000. During the year ended December 31, 2010, a total of $300,273.24 was borrowed pursuant to this note. The note was unsecured, not convertible and bore interest at the rate of 10% per annum, payable quarterly, and was due and payable on December 31, 2012. As discussed below, the outstanding balance on the note was cancelled on December 1, 2010.

From November 2011 through June 2012, Ms. de Maison loaned the Company a total of $38,565 for working capital needs. These loans were provided at no interest, payable on demand. Ms. de Maison subsequently assigned her interest in these loans to Suprafin, Ltd. and the balance due to Ms. de Maison is $0 as of December 31, 2012.

Accrued Salaries

All unpaid accrued salaries due to Wikifamilies SA employees were cancelled with the Wikifamilies SA Rescission Agreement in which the Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA and the Company forgave all intercompany loans from the Company to Wikifamilies SA in full compensation for non-payment of salaries, fees and other expenses owed to the founders.

$40,000 of unpaid accrued salaries remained due to Trisha Malone as of March 31, 2013.

NOTE 9:  STOCK-BASED COMPENSATION

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on June 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to March 31, 2013. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. The loan was not repaid as of March 31, 2013. As the options were in lieu of interest, we recorded an interest expense at June 30, 2012 of $37,487, the fair value of the options. The fair value for options granted was estimated at the date of grant using the Black-Scholes option-pricing model was $0.1874.

The fair value for stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used are as follows:

	February 14, 2012
Expected dividend yield	0%
Risk-free interest rate	0.40%
Expected volatility	198.60%
Expected option life (in years)	1.5

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NOTE 10: INCOME TAXES

The Company incurred net losses for the three months ended March 31, 2013 and therefore had no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net loss carry forward is approximately $1,056,896 and $1,059,064 as of December 31, 2012 and March 31, 2013 respectively. The Company’s loss carry forward will expire beginning in the year 2028.

NOTE 11:  COMMON STOCK

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000. See Note 8: RELATED PARTY TRANSACTIONS.

In January and February 2009, 513,000 shares of Common Stock were sold to investors at a purchase price of $0.025 per share, for a total of $12,825 in cash. See Note 12: FORWARD SPLIT.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash. See Note 8: RELATED PARTY TRANSACTIONS.

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The Company issued 6,498,128 shares of Common Stock upon exercise of this option in November and December 2010. See Note 8: RELATED PARTY TRANSACTIONS.

On June 4, 2010, in connection with the Allianex acquisition, the Company issued 575,000 shares of our Common Stock.

On December 28, 2010, the Company issued 143,000 shares of our Common Stock to Lenco Mobile Inc. to settle Lenco’s assertion that it had earned and was due shares from the Company and Kenneth Rotman in connection with the acquisition of the assets of Allianex, LLC. These shares of Common Stock were issued at a value of approximately $.08 per share.

In February 2011, 100,000 of Wikifamilies SA shares were issued to the Wikifamilies, S.A founders and were valued at $1 per share. $50,000 CHF was received in cash, and $50,000 CHF was used to settle advances due to related party. The 100,000 shares were recast based on the ratio in the Exchange Agreement. See NOTE 4: WIKIFAMLIES ACQUISITION.

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and an additional 600,000 shares of Common Stock at a purchase price of $.25 per share on May 20, 2011 upon closing of the transactions contemplated in the Stock Purchase Agreement. On September 1, 2011, the Company issued an additional 742,947 shares of Common Stock to Angelique de Maison at a purchase price of $.25 per share for monthly installment payments in accordance with this Stock Purchase Agreement. 300,000 shares were issued for cash at $0.25, and 442,947shares valued at $0.25 per share were issued to settle $110,737 in advances due to Ms. de Maison. See NOTE 8: RELATED PARTY TRANSACTIONS.

On May 20, 2011 the Company issued 31,500,000 shares of Common Stock to the shareholders of Wikifamilies SA upon closing of the Exchange Agreement with Wikifamilies SA as described in NOTE 4: WIKIFAMLIES ACQUISITION.

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On January 10, 2012 Kirkland Trading SA purchased 100,000 shares of Common Stock for $.25 per share for a total of $25,000.

On February 7, 2012 the Company issued 150,000 restricted shares of Common Stock to Mr. Hudson and 100,000 shares of Common Stock to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense. See NOTE 8: RELATED PARTY TRANSACTIONS.

On April 4, 2012 the Board of Directors of the Company elected to issue equity awards to a consultant in lieu of payment. 100,000 restricted shares of Common Stock were issued. The fair market value on the day of the grant was $0.14 per share. The fair market value of the closing price per shares was recorded as legal and professional expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and consultants David Price and Rick Wesley. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price and 50,000 shares were issued to Mr. Wesley. The fair market value on the day of the grants was $0.098 per share. The fair market value of these shares at the market closing price was recorded as legal and professional fee expense.

NOTE 12:  FORWARD SPLIT

Effective May 1, 2009, the Company effected a 40-1 forward split of its common share capital.

NOTE 13:  NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

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In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

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NOTE 14:  RESTATEMENT   

The Company has identified impairment charges and other adjustments which required the restatement of amounts previously reported on our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as of March 31, 2012.

The following is a summary of the impact of these restatements on the Company’s Consolidated Statements of Operations as of March 31, 2012:

	March 31, 2012						March 31, 2012
	As previously reported			Error correction			As restated
Revenue	$	–		$	–		$	–
Gross profit		–			–			–
Operating expenses
General and administrative		113,178			(36,015	)(c)		77,163
Legal and accounting		69,174			(2,904	)(c)		66,270
Marketing		14,731			(14,731	)(c)		–
Research and development		–			–	(a)(c)		–
Depreciation and amortization		840			(840	)(b)		–
Total expenses		197,923			(54,490	)		143,433
Other expense		(392	)		(1,431	)		(1,823	)
Ordinary loss from continued operations		(197,531	)		55,921			(141,610	)
Loss from discontinued operations		–			(123,795	)(c)		(123,795	)
Net loss	$	(197,531	)	$	(67,874	)	$	(265,405	)

(a ) Expense research and development costs previously capitalized.
(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse meger and reclass.
(c ) Reclass Wikifamilies SA expenses to loss from discontinued operations.

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The following is a summary of the impact of these restatements on the Company’s Consolidated Balance Sheet as of March 31, 2012:

	March 31, 2012								March 31, 2012
	As previously reported			Error correction					As restated
ASSETS
Current Assets
Cash	$	35,669		$	–			$	35,669
Prepaid expenses					14,489		(h)		14,489
Total current assets		35,669			14,489				50,158
Non-Current Assets
Note receivable		155,000			(155,000	)	(a)		–
Investments		123,632			(123,632	)	(a)		–
Prepaid expenses		99,489			(99,489	)	(a)		–
Fixed asset, net		16,537			(16,537	)	(b)		–
Intangible assets, net of impairment		359,162			(359,162	)	(a)(c)		–
Total non-current assets		753,820			(753,820	)			–
TOTAL ASSETS	$	789,489		$	(739,331	)		$	50,158
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable	$	237,300		$	9,354		(d)		246,654
Notes payable - related party		70,160			6,960		(e)		77,120
Total liabilities		307,460			16,314				323,774
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 48,022,075 issued and outstanding		48,022			–				48,022
Paid in capital		1,066,301			(487,955	)	(a)(f)		578,346
Other comprehensive income		46,074			(7,347	)	(f)		38,727
Deficit accumulated during development stage		(678,368	)		(260,343	)	(g)		(938,711	)
Total stockholders' equity		482,029			(755,645	)			(273,616	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	789,489		$	(739,331	)		$	50,158

(a) Impair Kensington Leasing assets that were deemed to be impaired prior to reverse merger.
(b) Impair Wikifamilies SA fixed assets due to lack of future benefit to the Company.
(c) Expense research and development costs previously capitalized.
(d) Accrue previously unaccrued legal expenses.
(e) Write off advances due from CEO as compensation expense.
(f) Adjust gain on currency translation due to difference in translation rates.
(g) Record adjustments made to the Statement of Operations.
(h) Reclass current portion of prepaid expenses.

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The following is a summary of the impact of these restatements on the Company’s Statement of Cash Flows as of March 31, 2012:

	March 31, 2012						March 31, 2012
	As previously reported			Error correction			As restated
Cash flows from operating activities
Net loss	$	(197,531	)	$	(67,874	)(a)	$	(265,405	)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		840			(840	)(b)		–
Stocks issued for services		87,500			–			87,500
Cash used in operations								–
Increase/(decrease) in accounts payable		65,499			–			65,499
Decrease/(increase) in prepaid expenses		21,219			–			21,219
Total cash used in operations		(22,473	)		(68,714	)		(91,187	)
Cash flows from investing activities
Purchase of intangible assets		(68,714	)		68,714	(c)		–
Total cash used in investing activities		(68,714	)		68,714			–
Cash from financing activities
Proceeds from the sale of stock		25,000			–			25,000
Proceeds from notes payable, related parties		52,479			–			52,479
Total cash provided by financing activities		77,479			–			77,479
Effect of foreign currency exchange rate on cash		25,122			–			25,122
INCREASE/(DECREASE) IN CASH		11,414			–			11,414
BEGINNING CASH		24,256			–			24,256
ENDING CASH	$	35,670		$	–		$	35,670

(a) Record adjustments made to the Statements of Operations.
(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse merger and reclass amortization to discontinued operations.
(c) Research and development costs previously capitalized now reflected in net loss.

NOTE 15:  SUBSEQUENT EVENTS   

On April 2, 2013 the State of Nevada granted custodianship of the Company to Trisha Malone, the former Chief Financial Officer and a Director of the Company, giving her the authority to appoint new officers and directors, to send notice to all stockholders of record noticing a meeting, on at least ten (10) day notice, and to pay all fees owed to the SEC and make all necessary filings with the SEC to bring the Company's filings current. The court also ordered that all common stocks issued as a result of the Exchange Agreement entered into between the Company and ClairNET, Ltd., a Hong Kong corporation, dated September 7, 2012, were declared null and void and shall be immediately returned to ClairNET, Ltd. or its transfer agent for cancellation and that the Technology Licensing Agreement between the Company and ClairNET, Limited, a Hong Kong corporation, dated September 7, 2012, was declared null and void. With no current operating entity, the Company is currently a shell corporation.

Although the former Board of Directors changed the Company’s name in the State of Nevada to ClairNET, Ltd., they did so without shareholder approval and they did not change the name of the Company with FINRA or the SEC. Therefore, we refer to the Company solely as Wikifamilies, Inc.

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On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered, Suprafin, Ltd. for past expenses paid totaling $141,461, and to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177. These notes are convertible into shares of the Corporation’s Common Stock at Fair Value. The Board of Directors of the Corporation determined the Fair Value of its Common Stock to be $.005 per share, the trading price of its Common Stock on the OTC Pink Sheets on April 16, 2013. Trisha Malone requested that her $40,000 note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 note be converted to 8,835,480 shares of Common Stock.

Also on April 16, 2013 the Board of Directors granted Trisha Malone 2,000,000 shares of Common Stock valued at $10,000 as advance payment for services to be performed as Chief Executive Officer, Chief Financial Officer and Secretary of the corporation and granted Larry A. Zielke 1,000,000 shares of Common Stock valued at $5,000 as advance payment for services to be performed as Vice President of the Corporation.

On May 8, 2013, the Company entered into a Share Purchase Agreement with John Pena and JP09 & Associates, Inc. (collectively, “Seller”) pursuant to which the Company shall purchase 60% of the issued and outstanding capital stock (“Shares”) of RC One, Inc., a Nevada corporation (“RC”). The purchase price for the Shares shall be $807,651 to be paid as follows: (i) at closing by satisfaction by the Company of a promissory note of Seller owed to the Company in the amount of $207,651 including interest; and (ii) in installment payments by the Company of $50,000 per month over the next 12 months commencing on the first month anniversary of the Closing Date and continuing on each subsequent month anniversary for 11 consecutive months.

On August 27, 2013, the Company held a Special Meeting of Shareholders.  At the Special Meeting, the matters set forth below were put forth to a vote of its shareholders, and passed with the following final tally of votes of shares voted for, against or withheld as set forth.

After review and tabulation, the ballots and proxies cast for and against, and those abstaining for approval of the change in the Corporation’s name from Wikifamilies, Inc. to GEPCO, Ltd. are:

For:	32,531,053
Against:	361,844
Abstain:	229,677

After review and tabulation, the ballots and proxies cast for and against, and those abstaining for approval of an amendment to the Corporation’s Articles of Incorporation, to increase the number of authorized shares of Common Stock, from 100 million to 250 million, are:

For:	30,208,506
Against:	2,693,952
Abstain:	148,116

After review and tabulation, the ballots and proxies cast for and against, and those abstaining for approval of an amendment to the Company’s Articles of Incorporation, to create 15 million shares of blank check preferred stock are:

For:	23,041,186
Against:	1,356,817
Abstain:	105,500

After review and tabulation, the ballots and proxies cast for and against, and those abstaining, the ratification of appointment of two current directors of the Corporation are: 
 

Trisha Malone:

For:	24,148,902
Against:	229,984
Abstain:	124,617

Larry Zielke:

For:	24,107,923
Against:	196,373
Abstain:	199,207

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Item 2:  Management’s Discussion and Analysis or Plan of Operation

References in the Report to the “Company”, “we”, “us” or “our” refer to Wikifamilies, Inc., a Nevada corporation, and its former consolidated subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Wikifamilies, Inc. unless otherwise stated. The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis or Plan of Operation contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2012 filed with the Securities and Exchange Commission.

Forward Looking Statements

This discussion and the accompanying financial statements (including the notes thereto) may contain “forward-looking statements” that relate to future events or our future financial performance, which are made pursuant to the safe harbor provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward- looking statements are based on the Company’s current expectations and beliefs concerning future developments and their potential effects on the Company. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include, among others, those contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2012. For a more detailed discussion of risks and uncertainties, see the Company’s public filings made with the Commission. The Company undertakes no obligation to publicly update any forward-looking statements.

History

Wikifamilies, Inc. (“Wikifamilies, Inc.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd.  

The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business.  The leasing business generated minimal revenues since inception and has been discontinued.

On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. generated nominal revenues since the acquisition and the assets were disposed of on December 22, 2011.

On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

On September 7, 2012, Wikifamilies, Inc. entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET were to be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies, Inc.

21

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between Wikifamilies Inc. and Wikifamilies SA, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies, Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees and expenses to the founders.

On September 10, 2012 the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as Members of the Board of Directors.  

On September 10, 2012, following the appointment of the new Board Members, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as Board Member and Chief Financial Officer effective September 13, 2012, and Malcolm Hutchinson resigned his position as Board Member and Chief Executive Officer effective September 13, 2012.

The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, certain creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company.

On April 8, 2013, the Eighth District Court of the State of Nevada appointed Trisha Malone as Custodian of Wikifamilies, Inc. pursuant to section 78.347 of the Nevada Revised Statutes, and authorized her to appoint a new Board of Directors, to continue the business of the Company, and to bring current the Company’s filings with the SEC. A copy of said order is attached as Exhibit A hereto. The appointment was made pursuant to a petition filed by Trisha Malone with the Court on February 27, 2013, to become Custodian of the Company due to former management’s malfeasance and nonfeasance in allowing the filings with the SEC to become delinquent, exposing the Company to potential revocation of registration proceedings under Section 12j of the Securities Exchange Act of 1934 and a potential trading suspension under Section 12k of the Securities Exchange Act, and in failing to maintain the business of the Company.

The Court also nullified the issuance of shares of Company Common Stock issued as a result of the Exchange Agreement entered into between the Company and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012 and the Technology License Agreement between the Company and Clairnet, Ltd., a Hong Kong corporation. Among the nonfeasance of the prior management was the failure to effect the change of the Company's name from Wikifamilies, Inc. to Clairnet, Ltd. in the marketplace, by notification to FINRA. Prior to being known as Clairnet, Ltd., the Company was known as Wikifamilies, Inc., to reflect the business plan of operations of its foreign subsidiary, Wikifamilies, S.A. However, Wikifamilies, S.A. was returned to its founders by reason of a Rescission Agreement executed between the founders and the Company on September 8, 2012.

As of May 20, 2011, the Company’s business plan as Wikifamilies was to design, develop and operate an Internet-based social media website, Wikifamilies.com, with a unique emphasis on families and new technologies which web-based platform was intended to enhance the ability of families to communicate and share family history and events while providing a secure location to transact family-related business matters. Then, on September 7, 2012, our business plan changed to the development and marketing of an Internet search engine through the licensing from Clairnet, Ltd. of their  process enabling online and mobile viewers to search, index, watch and personalize web-based videos while facilitating the monetizing of investments by video content providers, advertisers and marketers.

22

As a result of the Nevada court appointment of Trisha Malone as receiver of the Company in February 2013, we seek to embark on a new business plan unrelated to the business plans of either Wikifamilies or Clairnet. In order to signify a strong break from the previous two business plans, the board has determined to change the name of the Company, and it should be noted that the name “GEPCO” is merely the arbitrary arrangement of the initials of family members of principals of the Company and has no significance relevant to the Company’s business plan. Our current business plan contemplates the accretive acquisitions of various businesses related to electronic marketing, promotions and media. We are presently conducting due diligence on our first acquisition, which is purchase of RC One, Inc., a Nevada corporation, which is in the business of promoting mixed martial arts (“MMA”) events in Southern California, through its website www.respectinthecage.com and a series of Respect in the Cage events. Since 2009 Respect in the Cage has been bringing Southern California MMA events and has grown into a prominent MMA organization in that area. With an average of 10 fights a year, Respect in the Cage aims to promote MMA with events that bring a nightclub atmosphere with a Hollywood “vibe” to the spectator sport. Our plan is to continue growing the Respect in the Cage business beyond the current 10 fights per year and to use this business as a platform to generate cash flow and then acquire additional accretive and synergistic businesses as opportunities arise.

The Court further ordered that all stocks issued as a result of the September 7, 2012 Share Exchange Agreement between the Company and ClairNET Ltd., a Hong Kong entity and their shareholders, are declared null and void and ordered to be returned to the Company or its transfer agent for cancellation. The Court further ordered that the License Agreement between the Company and ClairNET, Ltd. a Hong Kong entity, is declared null and void.

Finally, the Court ordered the cancellation of an aggregate of 26,925,000 shares of Common Stock to effectuate the Company's September 8, 2012 Rescission agreement with the founders of Wikifamilies SA.

With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  

On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.

Although the three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd., they did so without proper shareholder approval and they did not change the name of the Company with FINRA, the OTC Markets, Inc. or with the SEC. Therefore, we will continue to refer to the Company solely as Wikifamilies, Inc.

Unless the context otherwise requires, references to the “Company” mean the Company and its former subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Wikifamilies, Inc. unless otherwise stated.

Business of Wikifamilies, Inc.

With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  

No Comparable Information

There is no relevant comparable historic financial information for the current quarter ended March 31, 2013 and the three months ended March 31, 2012, as with the Wikifamilies SA Rescission Agreement Wikifamilies SA is no longer a subsidiary of the Company. Therefore, limited information is provided in our Results of Operations section below.

23

Results of Operations

Our results of operations for the three months ended March 31, 2012 include our prior business which was discontinued and disposed of effective September 8, 2012. As a result of this disposal, results of operations of Wikifamilies SA are accounted for as discontinued operations for the prior year.

During the three ended March 31, 2013 and March 31, 2012 respectively we incurred $2,168 and $143,433 in operating expenses respectively. We recognized losses on our discontinued operations in the amount of $123,795 for the three months ended March 31, 2012.

Revenues

There were no revenues generated during the three ended March 31, 2013.

We do not expect to generate any revenues until we identify and acquire an operating subsidiary.

General and Administrative

For the three months ended March 31, 2013, general and administration expenses were $2,168. The expenses were incurred in connection with the administrative costs related to being a public reporting company.

We expect general and administrative expenses for the balance of the year ending December 31, 2013 to increase somewhat but to remain minimal until we identify and acquire an operating subsidiary as we are currently a shell company.

Legal and Accounting

For the three months ended March 31, 2013, legal and accounting expenses were $0 as the prior management had abandoned the Company. We began to incur legal and accounting expenses again in the second quarter of 2013. These expenses include corporate legal, accounting, shareholder and SEC filing expenses incurred in connection with our status as a public reporting company.

We expect legal and accounting expenses for the balance of the year ending December 31, 2013 to increase somewhat but to remain minimal until we identify and acquire an operating subsidiary as we are currently a shell company.

Other Income/Expense

For the three months ended March 31, 2013 other expense was $0.

Net Income/Loss

For the three months ended March 31, 2013, net loss was $2,168. Net loss resulted from incurring operational expenses without generating revenue.

Liquidity and Capital Resources

At March 31, 2013 we had no cash or cash equivalents. At March 31, 2013, we had a working capital deficit of $250,763.

For the three months ended March 31, 2013, we used no cash from operations which was derived from net loss of $2,168, decreased by changes in operating assets and liabilities of $2,168.

24

As of March 31, 2013, we did not have any significant commitments for capital expenditures.

We are currently a shell company. We intend to rely on additional financing transactions to secure the capital necessary to fund continued operations. Any future sale of debt or equity may be pursuant to a private placement or a public offering. We do not have any arrangements in place for the sale of additional equity or debt securities at this time. There can be no assurances that any future financing will be made available to us, or made available on terms that are favorable to the Company or our current stockholders.

Item 3: Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4: Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Custodian, of the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2013. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the Custodian concluded that as of March 31, 2013, the Company’s system of controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s management intends to address the material weaknesses in its disclosure controls and procedures as soon as possible.

The acquisition of Wikifamilies SA and the integration of that business with the Company and the subsequent disposal of Wikifamilies SA has materially affected or is reasonably likely to materially affect our internal control over financial reporting during the quarter ended March 31, 2013.

25

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
31.1	Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
31.2	Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instances Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are not deemed filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act or Section 18 of the Securities Exchange Act and otherwise not subject to liability

26

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, thereunto duly authorized.

Date: August 30, 2013	WIKIFAMILIES, INC.
	By:	/s/ Trisha Malone
		Trisha Malone Chief Executive Officer, Chief Financial Officer and Secretary

27

EX-31.1

EXHIBIT 31.1 

CERTIFICATION

I, Trisha Malone, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Wikifamilies, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. 

Date:  August 30, 2013 /s/ Trisha Malone                                       Principal Executive Officer

EX-31.2

EXHIBIT 31.2 

CERTIFICATION

I, Trisha Malone, certify that:

(1) I have reviewed this Quarterly Report on Form 10-Q of Wikifamilies, Inc.;

(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  August 30, 2013 /s/ Trisha Malone                       Principal Financial Officer 

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Quarterly Report of  Wikifamilies, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trisha Malone, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   Such Quarterly Report on Form 10-Q for the period ending March 31, 2013, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in such Quarterly Report on Form 10-Q for the period ending March 31, 2013, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 30, 2013 /s/ Trisha Malone                                      Principal Executive Officer and Director

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Quarterly Report of Wikifamilies, Inc.  (the “Company”) on Form 10-Q for the period ending March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Trisha Malone, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.   Such Quarterly Report on Form 10-Q for the period ending March 31, 2013, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.   The information contained in such Quarterly Report on Form 10-Q for the period ending March 31, 2013, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:  August 30, 2013 /s/ Trisha Malone                     Principal Financial Officer

XML

11. COMMON STOCK

3 Months Ended

Mar. 31, 2013

Stockholders' Equity (Deficit)

11. COMMON STOCK

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000. See Note 8: RELATED PARTY TRANSACTIONS.

In January and February 2009, 513,000 shares of Common Stock were sold to investors at a purchase price of $0.025 per share, for a total of $12,825 in cash. See Note 12: FORWARD SPLIT.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash. See Note 8: RELATED PARTY TRANSACTIONS.

On April 9, 2010, the Company entered into an Option Purchase Agreement with Merrimen pursuant to which the Company sold to Merrimen for $200,000 an option to purchase up to 24,000,000 shares of its Common Stock. The Company issued 6,498,128 shares of Common Stock upon exercise of this option in November and December 2010. See Note 8: RELATED PARTY TRANSACTIONS.

On June 4, 2010, in connection with the Allianex acquisition, the Company issued 575,000 shares of our Common Stock.

On December 28, 2010, the Company issued 143,000 shares of our Common Stock to Lenco Mobile Inc. to settle Lenco’s assertion that it had earned and was due shares from the Company and Kenneth Rotman in connection with the acquisition of the assets of Allianex, LLC. These shares of Common Stock were issued at a value of approximately $.08 per share.

In February 2011, 100,000 of Wikifamilies SA shares were issued to the Wikifamilies, S.A founders and were valued at $1 per share. $50,000 CHF was received in cash, and $50,000 CHF was used to settle advances due to related party. The 100,000 shares were recast based on the ratio in the Exchange Agreement. See NOTE 4: WIKIFAMLIES ACQUISITION.

Pursuant to the Stock Purchase Agreement, dated March 23, 2011, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and an additional 600,000 shares of Common Stock at a purchase price of $.25 per share on May 20, 2011 upon closing of the transactions contemplated in the Stock Purchase Agreement. On September 1, 2011, the Company issued an additional 742,947 shares of Common Stock to Angelique de Maison at a purchase price of $.25 per share for monthly installment payments in accordance with this Stock Purchase Agreement. 300,000 shares were issued for cash at $0.25, and 442,947shares valued at $0.25 per share were issued to settle $110,737 in advances due to Ms. de Maison. See NOTE 8: RELATED PARTY TRANSACTIONS.

On May 20, 2011 the Company issued 31,500,000 shares of Common Stock to the shareholders of Wikifamilies SA upon closing of the Exchange Agreement with Wikifamilies SA as described in NOTE 4: WIKIFAMLIES ACQUISITION.

On January 10, 2012 Kirkland Trading SA purchased 100,000 shares of Common Stock for $.25 per share for a total of $25,000.

On February 7, 2012 the Company issued 150,000 restricted shares of Common Stock to Mr. Hudson and 100,000 shares of Common Stock to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense. See NOTE 8: RELATED PARTY TRANSACTIONS.

On April 4, 2012 the Board of Directors of the Company elected to issue equity awards to a consultant in lieu of payment. 100,000 restricted shares of Common Stock were issued. The fair market value on the day of the grant was $0.14 per share. The fair market value of the closing price per shares was recorded as legal and professional expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and consultants David Price and Rick Wesley. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price and 50,000 shares were issued to Mr. Wesley. The fair market value on the day of the grants was $0.098 per share. The fair market value of these shares at the market closing price was recorded as legal and professional fee expense.

XML

Unaudited Consolidated Statements of Operations (USD $)	3 Months Ended		25 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0
Cost of goods sold	0	0	0
Gross profit/(loss)	0	0	0
Operating expenses
General and administrative	2,168	77,163	309,446
Legal and accounting	0	66,270	280,465
Marketing	0	0	0
Research and development	0	0	285,448
Depreciation and amortization	0	0	0
Total expenses	2,168	143,433	875,359
Ordinary loss	(2,168)	(143,433)	(875,359)
Realized loss on investments	0	0	0
Other income/(expense)	0	1,823	(63,056)
Loss from continuing operations	(2,168)	(141,610)	(938,415)
Loss from discontinued operations	0	(123,795)	(314,399)
Net loss	$ (2,168)	$ (265,405)	$ (1,252,814)
Net loss per share
Loss from continuing operations	$ 0.00	$ 0.00
Loss from discontinued operations	$ 0.00	$ 0.00
Loss per share	$ 0.00	$ (0.01)
Weighted average common shares - basic and fully diluted	21,747,075	47,906,858

XML

4. WIKIFAMILIES SA ACQUISITION AND DISPOSAL

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

4. WIKIFAMILIES SA ACQUISITION AND DISPOSAL

On March 23, 2011, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with Wikifamilies SA, a corporation organized under the laws of Switzerland, and the shareholders of Wikifamilies SA, Malcolm Hutchinson, Robert Coleridge, Rigosa Finance Limited, and TC Holdings LLC (collectively, the “Wikifamilies SA Shareholders”). Pursuant to the Exchange Agreement, on May 20, 2011, the Company purchased all of the outstanding securities of Wikifamilies SA from the Wikifamilies SA Shareholders in exchange for an aggregate amount of 31,500,000 shares of Common Stock of the Company, valued at approximately $.24 per share, (“Wikifamilies, Inc. Shares”), which at closing represented approximately 67.99% of the Company’s outstanding Common Stock.

As a result of the Wikifamilies acquisition, Wikifamilies SA became a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the merger was treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement (the “Wikifamilies SA Rescission Agreement”), whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This Wikifamilies SA Rescission Agreement unwinds the March 23, 2011, Exchange Agreement between the two parties. Wikifamilies SA agreed to return the remaining 26,925,000 shares of common stock in their possession to the Company’s treasury, being the full remaining balance of the original 31,500,000 shares of common stock tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA and the Company forgave all intercompany loans from the Company to Wikifamilies SA in full compensation for non-payment of salaries, fees and other expenses owed to the founders. The income statement of the Company for current and prior periods now report the results of operations of Wikifamilies SA, including any gain or loss recognized, in discontinued operations.

Assets and Liabilities Disposed Of	Amount
Cash	$	22,811
Prepaid expenses		3,539
Accounts payable		(38,300	)
Accrued expenses		(12,136	)
Accrued salaries		(219,175	)
Net assets disposed of	$	(243,261	)

The 26,925,000 shares of common stock returned to the Company’s treasury by Wikifamilies SA were cancelled by the Company.

XML

5. FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Of Financial Instruments Tables

Fair value financial assets

Level	March 31, 2013	December 31, 2012
Level 1	-	-
Level 2	-	-
Level 3	-	-

XML

12. FORWARD SPLIT

3 Months Ended

Mar. 31, 2013

Forward Split

12. FORWARD SPLIT

Effective May 1, 2009, the Company effected a 40-1 forward split of its common share capital.

XML

14. RESTATEMENT - Cash Flow (Details 2) (USD $)	3 Months Ended		25 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Cash flows from operating activities
Net loss	$ (2,168)	$ (265,405)	$ (1,252,814)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		0
Stock issued for services	0	87,500	0
Cash used in operations
Increase/(decrease) in accounts payable	2,168	65,498	62,413
Decrease/(increase) in prepaid expenses	0	21,219	11,461
Total cash used in operations	0	(91,188)	(625,447)
Cash flows from investing activities
Purchase of intangible assets		0
Total cash used in investing activites	0	0	(24,042)
Cash from financing activities
Proceeds from the sale of stock	0	25,000	306,775
Proceeds from notes payable, related parties	0	52,479	220,245
Total cash provided by financing activities	0	77,479	622,076
Effect of foreign currency exchange rate on cash	0	25,122	27,045
INCREASE/(DECREASE) IN CASH	0	11,413	(368)
BEGINNING CASH	0	24,256	368
ENDING CASH	0	35,669	0
As Previously Reported
Cash flows from operating activities
Net loss		(197,531)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		840
Stock issued for services		87,500
Cash used in operations
Increase/(decrease) in accounts payable		65,499
Decrease/(increase) in prepaid expenses		21,219
Total cash used in operations		(22,473)
Cash flows from investing activities
Purchase of intangible assets		(68,714)
Total cash used in investing activites		(68,714)
Cash from financing activities
Proceeds from the sale of stock		25,000
Proceeds from notes payable, related parties		52,479
Total cash provided by financing activities		77,479
Effect of foreign currency exchange rate on cash		25,122
INCREASE/(DECREASE) IN CASH		11,414
BEGINNING CASH		24,256
ENDING CASH		35,670
Error Correction
Cash flows from operating activities
Net loss		(67,874)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		(840)
Stock issued for services		0
Cash used in operations
Increase/(decrease) in accounts payable		0
Decrease/(increase) in prepaid expenses		0
Total cash used in operations		(68,714)
Cash flows from investing activities
Purchase of intangible assets		68,714
Total cash used in investing activites		68,714
Cash from financing activities
Proceeds from the sale of stock		0
Proceeds from notes payable, related parties		0
Total cash provided by financing activities		0
Effect of foreign currency exchange rate on cash		0
INCREASE/(DECREASE) IN CASH		0
BEGINNING CASH		0
ENDING CASH		$ 0

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14. RESTATEMENT (Tables)

3 Months Ended

Mar. 31, 2013

Restatement Tables

Restatement

The following is a summary of the impact of these restatements on the Company’s Consolidated Statements of Operations as of March 31, 2012:

	March 31, 2012						March 31, 2012
	As previously reported			Error correction			As restated
Revenue	$	–		$	–		$	–
Gross profit		–			–			–
Operating expenses
General and administrative		113,178			(36,015	)(c)		77,163
Legal and accounting		69,174			(2,904	)(c)		66,270
Marketing		14,731			(14,731	)(c)		–
Research and development		–			–	(a)(c)		–
Depreciation and amortization		840			(840	)(b)		–
Total expenses		197,923			(54,490	)		143,433
Other expense		(392	)		(1,431	)		(1,823	)
Ordinary loss from continued operations		(197,531	)		55,921			(141,610	)
Loss from discontinued operations		–			(123,795	)(c)		(123,795	)
Net loss	$	(197,531	)	$	(67,874	)	$	(265,405	)

(a ) Expense research and development costs previously capitalized.
(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse merger and reclass.
(c ) Reclass Wikifamilies SA expenses to loss from discontinued operations.

The following is a summary of the impact of these restatements on the Company’s Consolidated Balance Sheet as of March 31, 2012:

	March 31, 2012								March 31, 2012
	As previously reported			Error correction					As restated
ASSETS
Current Assets
Cash	$	35,669		$	–			$	35,669
Prepaid expenses					14,489		(h)		14,489
Total current assets		35,669			14,489				50,158
Non-Current Assets
Note receivable		155,000			(155,000	)	(a)		–
Investments		123,632			(123,632	)	(a)		–
Prepaid expenses		99,489			(99,489	)	(a)		–
Fixed asset, net		16,537			(16,537	)	(b)		–
Intangible assets, net of impairment		359,162			(359,162	)	(a)(c)		–
Total non-current assets		753,820			(753,820	)			–
TOTAL ASSETS	$	789,489		$	(739,331	)		$	50,158
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable	$	237,300		$	9,354		(d)		246,654
Notes payable - related party		70,160			6,960		(e)		77,120
Total liabilities		307,460			16,314				323,774
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 48,022,075 issued and outstanding		48,022			–				48,022
Paid in capital		1,066,301			(487,955	)	(a)(f)		578,346
Other comprehensive income		46,074			(7,347	)	(f)		38,727
Deficit accumulated during development stage		(678,368	)		(260,343	)	(g)		(938,711	)
Total stockholders' equity		482,029			(755,645	)			(273,616	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	789,489		$	(739,331	)		$	50,158

(a) Impair Kensington Leasing assets that were deemed to be impaired prior to reverse merger.
(b) Impair Wikifamilies SA fixed assets due to lack of future benefit to the Company.
(c) Expense research and development costs previously capitalized.
(d) Accrue previously unaccrued legal expenses.
(e) Write off advances due from CEO as compensation expense.
(f) Adjust gain on currency translation due to difference in translation rates.
(g) Record adjustments made to the Statement of Operations.
(h) Reclass current portion of prepaid expenses.

The following is a summary of the impact of these restatements on the Company’s Statement of Cash Flows as of March 31, 2012:

	March 31, 2012						March 31, 2012
	As previously reported			Error correction			As restated
Cash flows from operating activities
Net loss	$	(197,531	)	$	(67,874	)(a)	$	(265,405	)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		840			(840	)(b)		–
Stocks issued for services		87,500			–			87,500
Cash used in operations								–
Increase/(decrease) in accounts payable		65,499			–			65,499
Decrease/(increase) in prepaid expenses		21,219			–			21,219
Total cash used in operations		(22,473	)		(68,714	)		(91,187	)
Cash flows from investing activities
Purchase of intangible assets		(68,714	)		68,714	(c)		–
Total cash used in investing activities		(68,714	)		68,714			–
Cash from financing activities
Proceeds from the sale of stock		25,000			–			25,000
Proceeds from notes payable, related parties		52,479			–			52,479
Total cash provided by financing activities		77,479			–			77,479
Effect of foreign currency exchange rate on cash		25,122			–			25,122
INCREASE/(DECREASE) IN CASH		11,414			–			11,414
BEGINNING CASH		24,256			–			24,256
ENDING CASH	$	35,670		$	–		$	35,670

(a) Record adjustments made to the Statements of Operations.
(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse meger and reclass amortization to discontinued operations.
(c) Research and development costs previously capitalized now reflected in net loss.

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9. STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2013

Stockholders' Equity (Deficit)

Assumptions used for fair value of stock options

	February 14, 2012
Expected dividend yield	0%
Risk-free interest rate	0.40%
Expected volatility	198.60%
Expected option life (in years)	1.5

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9. STOCK-BASED COMPENSATION (Details)	3 Months Ended
	Mar. 31, 2013
Stock-Based Compensation Details
Expected dividend yield	0.00%
Risk-free interest rate	0.40%
Expected volatility	198.60%
Expected option life (in years)	1 year 6 months

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6. FIXED ASSETS (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012
Fixed Assets Details
Computer equipment	$ 0	$ 873
Property and equipment, gross	0	873
Less: Accumulated Depreciation	0	0
Less: Impairment	0	(873)
Net book value	$ 0		$ 0

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6. FIXED ASSETS (Tables)

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

Fixed assets

Asset Classification	March 31, 2013		December 31, 2012
Computer Equipment	$	–	$	873
		–		873
Less Accumulated Depreciation		–		–
Less Impairment		–		(873	)
Net Book Value	$	–	$	–

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Unaudited Consolidated Statements of Cash Flows (USD $)	3 Months Ended		25 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Cash flows from operating activities
Net income/(loss)	$ (2,168)	$ (265,405)	$ (1,252,814)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization	0	0	24,042
Bad debt	0	0	155,390
Options issued for interest	0	0	37,487
Stock issued for services	0	87,500	0
Disposal of assets, Allianex business	0	0	2,399
Cash provided by operations
Accounts receivable	0	0	75,000
Accounts payable and accrued liabilies	2,168	65,498	62,413
Accounts payable and accrued liabilities related parties	0	0	259,175
Prepaid expenses	0	21,219	11,461
Total cash used in operations	0	(91,188)	(625,447)
Cash flows from investing activities
Purchase of fixed assets	0	0	(24,042)
Total cash used in investing activites	0	0	(24,042)
Cash from financing activities
Stock sales	0	25,000	306,775
Cash surrendered for rescission	0	0	(22,811)
Proceeds from debt related parties	0	52,479	220,245
Advances due to related parties	0	0	117,867
Total cash from financing activities	0	77,479	622,076
Effect if foreign currency exchange rate	0	25,122	27,045
INCREASE (DECREASE) IN CASH	0	11,413	(368)
BEGINNING CASH	0	24,256	368
ENDING CASH	0	35,669	0
Supplemental disclosure of cash flow information:
Interest paid	0	0	5,627
Income taxes paid	0	0	0
Supplemental disclosure of non-cash investing activities:
Effect of reverse merger	$ 0	$ 0	$ 64,582
Common stock issued in acquisition, in shares	0	0	31,500,000
Common stock issued for services, in shares	0	250,000	900,000

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2. GOING CONCERN

3 Months Ended

Mar. 31, 2013

Going Concern

2. GOING CONCERN

The Company has not generated any significant revenue since inception and has funded its operations primarily through the issuance of equity. We are presently a shell corporation with no operations and no revenues. We are in the process of identifying an operating entity to acquire. Accordingly, the Company’s ability to identify and accomplish a business strategy and to ultimately achieve profitable operations is dependent upon its ability to obtain additional debt or equity financing.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

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5. FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2013

Schedule of Investments [Abstract]

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10 35-37 are described below:

Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at December 31, 2012.

In accordance with ASC 820, the following table presents the Company’s fair value hierarchy for its financial assets (investments) as of March 31, 2013 and December 31, 2012:

Level	March 31, 2013	December 31, 2012
Level 1	-	-
Level 2	-	-
Level 3	-	-

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3. SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Wikifamilies, Inc. and until its disposition, its formerly 100% wholly-owned subsidiary, Wikifamilies SA.  All intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Foreign Currency Translation

The financial statements of the Company’s formerly 100% wholly-owned subsidiary, Wikifamilies SA, were measured using the local currency (the Swiss Franc (CHF) is the functional currency). Assets and liabilities of Wikifamilies SA were translated at exchange rates as of the balance sheet date. Revenues and expenses were translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments were recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations.

Discontinued Operations

In accordance with Accounting Standards Codification Topic No. 205-20 “Presentation of Financial Statements – Discontinued Operations” (ASC 205-20), the results of operations of a component of the entity that either has been disposed of or is classified as held for sale is reported as discontinued operations if both of the following conditions are met:

a. The operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction.

b. The entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

In a period in which a component of an entity either has been disposed of or is classified as held for sale, the income statement of the Company for current and prior periods will report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The results of operations of a component classified as held for sale shall be reported in discontinued operations in the period(s) in which they occur.

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

· evidence of an arrangement exists;

· delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

· transaction costs can be reliably measured;

· the selling price is fixed or determinable; and

· collectability is reasonably assured.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually.

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Investments

Investments presently consist of funds invested in debt securities available for sale. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320). Investments in debt securities that are classified as available for sale and equity securities that have readily determined fair values that are classified as available for sale are measured subsequently at fair value.

Intangible Assets

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company has capitalized development costs incurred after the technological feasibility of our Wikifamilies.com product had been established until the product was available for general release to customers. In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives).

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

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4. WIKIFAMILIES SA ACQUISITION AND DISPOSAL (Details) (USD $)	Dec. 31, 2012
Assets and Liabilities Disposed Of
Cash	$ 22,811
Prepaid expenses	3,539
Accounts payable	(38,300)
Accrued expenses	(12,136)
Accrued salaries	(219,175)
Net assets disposed of	$ (243,261)

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7. NOTES PAYABLE (Narrative) (USD $)	12 Months Ended
	Dec. 31, 2012	Mar. 31, 2013
Notes Payable Narrative
Loan from related party		$ 142,509
Interest expense on loan	37,487
Note payable	$ 50,000	$ 50,000

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14. RESTATEMENT - Balance Sheet (Details 1) (USD $)	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Feb. 14, 2011
Current Assets
Cash	$ 0	$ 0	$ 35,669	$ 24,256	$ 368
Prepaid expenses			14,489
Total current assets			50,158
Non-Current Assets
Note receivable			0
Investments			0
Prepaid expenses			0
Fixed asset, net	0		0
Intangible assets, net of impairment			0
Total non-current assets			0
TOTAL ASSETS	0	0	50,158
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable			246,654
Notes payable - related party	142,509	142,509	77,120
Total liabilities	250,763	248,596	323,774
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 48,022,075 issued and outstanding	21,747	21,747	48,022
Paid in capital	953,259	953,259	578,346
Other comprehensive income	27,045	27,045	38,727
Deficit accumulated during development stage	(1,252,814)	(1,250,646)	(938,711)
Total stockholders' equity	(250,763)	(248,596)	(273,616)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	0	0	50,158
As Previously Reported
Current Assets
Cash			35,670	24,256
Prepaid expenses			0
Total current assets			35,669
Non-Current Assets
Note receivable			155,000
Investments			123,632
Prepaid expenses			99,489
Fixed asset, net			16,537
Intangible assets, net of impairment			359,162
Total non-current assets			753,820
TOTAL ASSETS			789,489
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable			237,300
Notes payable - related party			70,160
Total liabilities			307,460
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 48,022,075 issued and outstanding			48,022
Paid in capital			1,066,301
Other comprehensive income			46,074
Deficit accumulated during development stage			(678,368)
Total stockholders' equity			482,029
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			789,489
Error Correction
Current Assets
Cash			0	0
Prepaid expenses			14,489
Total current assets			14,489
Non-Current Assets
Note receivable			(155,000)
Investments			(123,632)
Prepaid expenses			(99,589)
Fixed asset, net			(16,537)
Intangible assets, net of impairment			(359,162)
Total non-current assets			(753,820)
TOTAL ASSETS			(739,331)
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable			9,354
Notes payable - related party			6,960
Total liabilities			16,314
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 48,022,075 issued and outstanding			0
Paid in capital			(487,955)
Other comprehensive income			(7,347)
Deficit accumulated during development stage			(260,343)
Total stockholders' equity			(755,645)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$ (739,331)

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Unaudited Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	100,000,000	100,000,000
Common stock shares issued	21,747,075	21,747,075
Common stock shares outstanding	21,747,075	21,747,075

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8. RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

8. RELATED PARTY TRANSACTIONS

Common Stock Issuances

On June 27, 2008, the Company issued 800,000 shares of Common Stock to Angelique de Maison, Chief Executive Officer and Chair of the Board at the time, for setup costs and the Company’s business plan in an amount of $5,000.

On March 31, 2010, the Company issued 6,000,000 shares of its Common Stock to Ms. de Maison at the price of $0.08 per share, for a total of $480,000 in cash.  

On March 23, 2011, the Company entered into a Stock Purchase Agreement with Ms. de Maison pursuant to which the Company agreed to issue, and Ms. de Maison agreed to purchase, shares of Common Stock of the Company, in certain installments. Pursuant to the Stock Purchase Agreement, Ms. de Maison purchased 300,000 shares of Common Stock at a purchase price of $.25 per share upon execution of the Stock Purchase Agreement and 600,000 shares of Common Stock at a purchase price of $.25 per share upon closing of the Wikifamilies acquisition on May 20, 2011. In addition, the Company agreed to issue, and Ms. de Maison agreed to purchase, subject to certain conditions, up to $100,000 of shares of Common Stock per month, at a purchase price of $.25, for a period of 18 months, as requested by the Company. If certain budgetary projections are not met, the purchase price for future monthly installments will be reduced to $.20 per share of Common Stock and additional shares of Common Stock will be issued in order to retroactively adjust the purchase price for any previously purchased shares. As a condition to each installment, the Company must be solvent and in the same line of business as of the date of the Closing, there must not have been any material breach of the Exchange Agreement by the former Wikifamilies shareholders, and the Company must not have become subject to any material contingent liability. Furthermore, Ms. de Maison may terminate her obligations upon the occurrence of certain events, including her removal from the Board of Directors, the Company undergoing a change in control (as defined in the Stock Purchase Agreement), the Company failing to meet the agreed upon projected budget by a specified amount, or the Company becoming subject to bankruptcy proceedings or a material contingent liability.

Ms. de Maison has invested a total of $185,737 in monthly installments under this agreement for the purchase of 742,947 shares purchased as of December 31, 2011. Ms. de Maison resigned her position as Director of the Company in August 2011 and presently has no obligation to purchase any additional shares under this agreement.

On February 7, 2012 the Board of Directors of the Company elected to issue equity awards to directors Thomas Hudson and Stephen Brown. 150,000 restricted shares of Common Stock were issued to Mr. Hudson and 100,000 shares of Common Stock were issued to Mr. Brown. Market value on the day of the grants was $0.35 per share. The value of these shares at the market price was recorded as compensation expense.

On July 10, 2012 the Board of Directors of the Company elected to issue equity awards in lieu of partial payment to director and Chief Financial Officer Trisha Malone, and Corporate Counsel, David Price. 250,000 restricted shares of Common Stock were issued to both Ms. Malone and Mr. Price. The fair market value closing price on the day of the grants was $0.098 per share. The value of these shares at the market closing price was recorded as legal and professional fee expense.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was Rescinded by Mutual agreement. This Rescission unwound the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders.

Capital Contribution

On November 29, 2009, Ms. de Maison gifted the URL “sendaprayer.com” to the Company. This asset was originally recorded at the cost incurred by Ms. de Maison to purchase the URL.

Loans from Thomas Hudson

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was due on March 31, 2013 and is currently in default. See Note 7: Notes Payable.

Loans from Angelique de Maison

During the year ended December 31, 2009, Ms. de Maison loaned the Company a total of $14,250 for operating expenses at an interest rate of 10% per year, and an additional $5,000 for additional start-up costs at no interest. These loans were applied to the purchase of Common Stock (including $327 in accrued interest) on December 1, 2010 as discussed below.

On March 31, 2010, Ms. de Maison agreed to purchase from the Company, subject to certain conditions, upon the Company’s demand at any time on or prior to June 30, 2011, a note in the amount $520,000. During the year ended December 31, 2010, a total of $300,273.24 was borrowed pursuant to this note. The note was unsecured, not convertible and bore interest at the rate of 10% per annum, payable quarterly, and was due and payable on December 31, 2012. As discussed below, the outstanding balance on the note was cancelled on December 1, 2010.

From November 2011 through June 2012, Ms. de Maison loaned the Company a total of $38,565 for working capital needs. These loans were provided at no interest, payable on demand. Ms. de Maison subsequently assigned her interest in these loans to Suprafin, Ltd. and the balance due to Ms. de Maison is $0 as of December 31, 2012.

Accrued Salaries

All unpaid accrued salaries due to Wikifamilies SA employees were cancelled with the Wikifamilies SA Rescission Agreement in which the Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA and the Company forgave all intercompany loans from the Company to Wikifamilies SA in full compensation for non-payment of salaries, fees and other expenses owed to the founders.

$40,000 of unpaid accrued salaries remained due to Trisha Malone as of March 31, 2013.

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Statements of Comprehensive Income (Loss) (USD $)	3 Months Ended		25 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Income Statement [Abstract]
Net loss	$ (2,168)	$ (265,405)	$ (1,252,814)
Gain/(loss) on foreign currency conversion	0	25,122	27,045
Unrealized gain/(loss) on available for sale investment	0	0	0
Total comprehensive loss	$ (2,168)	$ (240,283)	$ (1,225,769)

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Unaudited Consolidated Balance Sheets (USD $)	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
TOTAL ASSETS	$ 0	$ 0
Liabilities
Accounts payable and accrued liabilities	18,254	16,087
Accounts payable and accrued liabilities, related party	40,000	40,000
Due to related party	142,509	142,509
Notes payable to related parties - in default	50,000	50,000
Total Liabilities	250,763	248,596
Stockholders' Equity (Deficit)
Common stock, $.001 par value, 100,000,000 shares authorized, 21,747,075 shares issued and outstanding respectively	21,747	21,747
Paid in capital	953,259	953,259
Other comprehensive income/(loss)	27,045	27,045
Deficit accumulated during development stage	(1,252,814)	(1,250,646)
Total Stockholders Equity (Deficit)	(250,763)	(248,596)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 0	$ 0

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4. WIKIFAMILIES SA ACQUISITION AND DISPOSAL (Details Narrative)	12 Months Ended
	Dec. 31, 2012
Wikifamilies Sa Acquisition And Disposal Details Narrative
Common stock returned and cancelled	26,925,000

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4. WIKIFAMILIES SA ACQUISITION AND DISPOSAL (Tables)

3 Months Ended

Mar. 31, 2013

Business Combinations [Abstract]

Assets and liabilities disposed of

Assets and Liabilities Disposed Of	Amount
Cash	$	22,811
Prepaid expenses		3,539
Accounts payable		(38,300	)
Accrued expenses		(12,136	)
Accrued salaries		(219,175	)
Net assets disposed of	$	(243,261	)

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10. INCOME TAXES (Details Narrative) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Income Taxes Details Narrative
Net deferred tax asset loss carryforward	$ 1,059,064	$ 1,056,896

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14. RESTATEMENT - Income Statement (Details) (USD $)	3 Months Ended		25 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013
Revenue	$ 0	$ 0	$ 0
Gross profit	0	0	0
Operating expenses
General and administrative	2,168	77,163	309,446
Legal and accounting	0	66,270	280,465
Marketing	0	0	0
Research and development	0	0	285,448
Depreciation and amortization	0	0	0
Total expenses	2,168	143,433	875,359
Other expense	0	(1,823)	63,056
Ordinary loss from continued operations	(2,168)	(141,610)	(938,415)
Loss from discontinued operations	0	(123,795)	(314,399)
Net loss	(2,168)	(265,405)	(1,252,814)
As Previously Reported
Revenue
Gross profit
Operating expenses
General and administrative		113,178
Legal and accounting		69,174
Marketing		14,731
Research and development		0
Depreciation and amortization		840
Total expenses		197,923
Other expense		(392)
Ordinary loss from continued operations		(197,531)
Loss from discontinued operations		0
Net loss		(197,531)
Error Correction
Revenue
Gross profit
Operating expenses
General and administrative		(36,015)
Legal and accounting		(2,904)
Marketing		(14,731)
Research and development		0
Depreciation and amortization		(840)
Total expenses		(54,490)
Other expense		(1,431)
Ordinary loss from continued operations		55,921
Loss from discontinued operations		(123,795)
Net loss		$ (67,874)

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7. NOTES PAYABLE

3 Months Ended

Mar. 31, 2013

Debt Disclosure [Abstract]

7. NOTES PAYABLE

Through March 31, 2013 Suprafin, Ltd. loaned the Company a total of $103,944 for working capital needs and assumed $38,565 in loans due for a total loan balance of $142,509 as of March 31, 2013. These loans were provided at no interest, payable on demand.

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on June 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to March 31, 2013. The loan is currently in default. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. As the options were in lieu of interest, we recorded an interest expense as of December 31, 2012 of $37,487. The fair value of the options in lieu of interest expenses is valued using Black-Sholes option-pricing model. The loan was not repaid as of March 31, 2013.

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5. FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Level 1
Fair value financial assets
Level 2
Fair value financial assets
Level 3
Fair value financial assets

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10. INCOME TAXES

3 Months Ended

Mar. 31, 2013

Income Tax Disclosure [Abstract]

10. INCOME TAXES

The Company incurred net losses for the three months ended March 31, 2013 and therefore had no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved. The cumulative net loss carry forward is approximately $1,056,896 and $1,059,064 as of December 31, 2012 and March 31, 2013 respectively. The Company’s loss carry forward will expire beginning in the year 2028.

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6. FIXED ASSETS

3 Months Ended

Mar. 31, 2013

Property, Plant and Equipment [Abstract]

6. FIXED ASSETS

In 2012 the Company purchased computer equipment in the amount of $873. The Company determined it was necessary to record an impairment of this asset as of December 31, 2012. The $873 is part of the total asset impairment recorded by the Company for the year ended December 31, 2012.

Asset Classification	March 31, 2013		December 31, 2012
Computer Equipment	$	–	$	873
		–		873
Less Accumulated Depreciation		–		–
Less Impairment		–		(873	)
Net Book Value	$	–	$	–

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1. HISTORY OF OPERATIONS

3 Months Ended

Mar. 31, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

1. HISTORY OF OPERATIONS

Wikifamilies, Inc. (“Wikifamilies, Inc.” or the “Company”) was incorporated on June 27, 2008 in the State of Nevada as Kensington Leasing, Ltd.  

The Company’s initial business plan was to specialize in leasing equipment to a select clientele. Because it took longer than anticipated to launch the Company’s leasing business, the Company elected to investigate additional lines of business.  The leasing business generated minimal revenues since inception and has been discontinued.

On June 4, 2010, the Company, through its newly formed wholly-owned subsidiary Allianex Corp., purchased substantially all of the assets of Allianex, LLC (the “Allianex acquisition”). The Company’s primary business after the Allianex acquisition until the acquisition of Wikifamilies SA, as discussed below, was the production, marketing and distribution of a retail line of prepaid stored value cards for the purchase of technology support and security services for electronic devices. Allianex Corp. generated nominal revenues since the acquisition and the assets were disposed of on December 22, 2011.

On May 20, 2011, the Company acquired all of the outstanding equity securities of Wikifamilies SA (the “Wikifamilies acquisition”), making Wikifamilies SA a wholly owned subsidiary of Kensington Leasing, Ltd. For accounting purposes, the Wikifamilies acquisition is treated as a reverse acquisition with Wikifamilies SA treated as the acquirer and Kensington Leasing, Ltd. as the acquired party. As a result, the business and financial information included in the report is the business and financial information of Wikifamilies SA prior to May 20, 2011 and the combined entity after May 20, 2011.

On October 27, 2011, the Company changed its name to Wikifamilies, Inc. through a short-form merger with its newly formed wholly owned subsidiary of the same name.

On September 7, 2012, Wikifamilies Inc., entered into a Share Exchange Agreement with ClairNET Ltd., a Hong Kong entity and their shareholders by which all of the issued and outstanding shares of ClairNET was to be exchanged for 36,504,056 shares in Wikifamilies Inc, representing 75% of the company’s common stock. Additionally, ClairNET Ltd was to receive 2,500,000 shares of Voting Only Preferred Stock in Wikifamilies, with 100:1 voting rights. On the same date, the parties also signed a License Agreement by which Wikifamilies was to acquire exclusive global licensing rights to ClairNET’s products, with an end goal of ClairNET becoming a subsidiary of Wikifamilies Inc.

On September 8, 2012 the Company and the founders of Wikifamilies SA entered into a Rescission Agreement, whereby the share consideration originally tendered by the corporation for the acquisition of the Wikifamilies SA assets, was rescinded by mutual agreement. This rescission unwinds the March 23, 2011, Exchange Agreement between the two parties, and Wikifamilies SA agreed to return the remaining 26,925,000 shares to Wikifamilies treasury, being the full balance of the original 31,500,000 shares tendered as part of the original Exchange Agreement and the Company returned its interest in Wikifamilies SA to the Wikifamilies SA founders. The Wikifamilies SA founders retained all assets and liabilities of Wikifamilies SA. Additionally, Wikifamilies Inc forgave the intercompany loans from Wikifamilies Inc. to Wikifamilies SA in full compensation for non-payment of salaries, fees and expenses to the founders.

On September 10, 2012 the full Board of Directors of the Company elected John Karlsson, Dan Clayton and Vincent Qi as members of the Board of Directors.  

On September 10, 2012, following the Appointment of the new directors, Robert Coleridge, Chris Dengler, Steve Brown, William Hogan and Thomas Hudson resigned from their positions on the Board. Trisha Malone resigned her position as director and Chief Financial Officer effective September 13, 2012 and Malcolm Hutchinson resigned his position as director and Chief Executive Officer effective September 13, 2012.

The three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the state of Nevada to ClairNET, Ltd. but failed to complete the ClairNET, Ltd. merger, which left the Company with no operating entity, and failed to file any and all required filings with the Securities and Exchange Commission (the “SEC”), in effect abandoning the Company. After repeated attempts at contact with the Board of Directors with no response, creditors of the Company petitioned the Eighth Judicial District Court in Clark County Nevada to receive custodianship of the Company.

On April 2, 2013 the State of Nevada granted custodianship of the Company to Trisha Malone, the former Chief Financial Officer and a former Director of the Company, giving her the authority to appoint new officers and directors, to send notice to all stockholders of record noticing a meeting on at least ten (10) days notice, to pay all fees owed to the SEC and make all necessary filings with the SEC to bring the Company's filings current. The court also ordered that all common stocks issued as a result of the Exchange Agreement entered into between the Company and Clairnet, Ltd., a Hong Kong corporation, dated September 7, 2012, were declared null and void and should be immediately returned to the Company or its transfer agent for cancellation and that the Technology Licensing Agreement between the Company and Clairnet, Limited, a Hong Kong corporation, dated September 7, 2012, was declared null and void. With no current operating entity and nominal assets, the Company is currently a “shell” corporation as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended.  

On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.

Although the three members of the Board of Directors elected on September 10, 2012 changed the Company’s name in the State of Nevada to ClairNET, Ltd., they did so without proper shareholder approval and they did not change the name of the Company with FINRA, the OTC Markets or with the SEC. Therefore, we will continue to refer to the Company solely as Wikifamilies, Inc.

Unless the context otherwise requires, references to the “Company” mean the Company and its former subsidiaries, Allianex Corp. and Wikifamilies SA. In the context of Common Stock, notes and other securities, references to the “Company” mean Wikifamilies, Inc. unless otherwise stated.

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8. RELATED PARTY TRANSACTIONS (Narrative) (USD $)	Mar. 31, 2013
Related Party Transactions Narrative
Accrued salaries	$ 40,000

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13. NEW ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2013

Accounting Changes and Error Corrections [Abstract]

13. NEW ACCOUNTING PRONOUNCEMENTS

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

- Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

- Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

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9. STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2013

Stockholders' Equity (Deficit)

9. STOCK-BASED COMPENSATION

On February 14, 2012, Director Thomas Hudson loaned the Company a total of $50,000 for working capital needs. The loan was originally due on June 30, 2012. On August 17, 2012 Mr. Hudson agreed to extend the due date to March 31, 2013. Should the Company, at its sole discretion, decide that it is not in a financial position to repay said funds in currency, both parties mutually agree that said amount repayable may be converted into common shares of the Company calculated at a rate per share of twenty five cents per share or at eighty percent (80%) of the previous week’s averaged closing price, whichever is the lesser. If the Company does not repay the loan in cash, as a penalty it shall provide Lender with one hundred thousand (100,000) options enabling him to purchase one hundred thousand (100,000) shares of Common Stock at a redemption price of twenty five cents ($.25) per share. Redemption of such options in entirety or in part is at the sole discretion of Lender. By way of interest on such loan, Lender shall be provided with two hundred thousand (200,000) options enabling him to purchase two hundred thousand (200,000) shares of Common Stock at a redemption price of twenty cents ($.20) per share being a total of forty thousand dollars ($40,000). Redemption of such options in entirety or in part is at the sole discretion of Lender. The options shall remain valid for a period of three years from the date of this Agreement, after which they shall become null and void. The loan was not repaid as of March 31, 2013. As the options were in lieu of interest, we recorded an interest expense at June 30, 2012 of $37,487, the fair value of the options. The fair value for options granted was estimated at the date of grant using the Black-Scholes option-pricing model was $0.1874.

The fair value for stock options granted was estimated at the date of grant using the Black-Scholes option-pricing model. The assumptions used are as follows:

	February 14, 2012
Expected dividend yield	0%
Risk-free interest rate	0.40%
Expected volatility	198.60%
Expected option life (in years)	1.5

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3. SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Wikifamilies, Inc. and until its disposition, its formerly 100% wholly-owned subsidiary, Wikifamilies SA.  All intercompany balances and transactions have been eliminated in consolidation. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Foreign Currency Translation

Foreign Currency Translation

The financial statements of the Company’s formerly 100% wholly-owned subsidiary, Wikifamilies SA, were measured using the local currency (the Swiss Franc (CHF) is the functional currency). Assets and liabilities of Wikifamilies SA were translated at exchange rates as of the balance sheet date. Revenues and expenses were translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments were recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations.

Discontinued Operations

Discontinued Operations

In accordance with Accounting Standards Codification Topic No. 205-20 “Presentation of Financial Statements – Discontinued Operations” (ASC 205-20), the results of operations of a component of the entity that either has been disposed of or is classified as held for sale is reported as discontinued operations if both of the following conditions are met:

a. The operations and cash flows of the component have been (or will be) eliminated from the ongoing operations of the entity as a result of the disposal transaction.

b. The entity will not have any significant continuing involvement in the operations of the component after the disposal transaction.

In a period in which a component of an entity either has been disposed of or is classified as held for sale, the income statement of the Company for current and prior periods will report the results of operations of the component, including any gain or loss recognized, in discontinued operations. The results of operations of a component classified as held for sale shall be reported in discontinued operations in the period(s) in which they occur.

Revenue Recognition

Revenue Recognition

Revenue is recognized net of indirect taxes, rebates and trade discounts and consists primarily of the sale of products, and services rendered.

Revenue is recognized in accordance with Accounting Standards Codification Topic No. 605-10-S99 “Revenue Recognition” (ASC 605-10-S99) when the following criteria are met:

· evidence of an arrangement exists;

· delivery has occurred or services have been rendered and the significant risks and rewards of ownership have been transferred to the purchaser;

· transaction costs can be reliably measured;

· the selling price is fixed or determinable; and

· collectability is reasonably assured.

Property and Equipment

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and impairment. Land is not depreciated. Repairs and maintenance are charged to operations as incurred.

Property and equipment is depreciated on a straight-line basis over its expected useful life. The depreciation methods, and estimated remaining useful lives are reviewed at least annually.

Upon classification of property and equipment as held for sale it is reviewed for impairment. The impairment charged to the income statement is the excess of the carrying value of the property and equipment over its expected fair value less costs to sell.

Estimates

Estimates

The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Fair Value of Financial Instruments

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, investments, accounts payable, accrued liabilities and current portion of long term debt approximate fair value due to the short-term maturity of these instruments.

Investments

Investments

Investments presently consist of funds invested in debt securities available for sale. Investments are recorded at their amortized cost basis in accordance with Accounting Standards Codification 320 “Investments – Debt and Equity Securities” (ASC 320). Investments in debt securities that are classified as available for sale and equity securities that have readily determined fair values that are classified as available for sale are measured subsequently at fair value.

Intangible Assets

Intangible Assets

In accordance with Accounting Standards Codification Topic 985-20 “Costs of Software to be Sold, Leased or Marketed” (ASC 985-20), the Company has capitalized development costs incurred after the technological feasibility of our Wikifamilies.com product had been established until the product was available for general release to customers. In accordance with Accounting Standards Codification Topic 350-20 "Intangibles - Goodwill and Other" (ASC 350-20) intangible assets that have finite lives are amortized over the period during which the asset is expected to contribute directly or indirectly to future cash flows of the entity (useful lives).

Other Comprehensive Income

Other Comprehensive Income

We follow Accounting Standards Codification Topic No. 220, "Comprehensive Income" (ASC 220). This statement establishes standards for reporting comprehensive income and its components in financial statements. Comprehensive income, as defined, includes all changes in equity (net assets) during a period from transactions and other events and circumstances from non-owner sources. Examples of items to be included in comprehensive income, which are excluded from net income, include unrealized gains and losses on available-for-sale securities.

Income Taxes

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Per Accounting Standards Codification Topic 260 “Earnings Per Share” (ASC 260), basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential shares of Common Stock were issued.

Basic EPS is determined using net income divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued.

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14. RESTATEMENT

3 Months Ended

Mar. 31, 2013

Stockholders' Equity (Deficit)

14. RESTATEMENT

The Company has identified impairment charges and other adjustments which required the restatement of amounts previously reported on our Consolidated Balance Sheets, Consolidated Statements of Operations and Consolidated Statements of Cash Flows as of March 31, 2012.

The following is a summary of the impact of these restatements on the Company’s Consolidated Statements of Operations as of March 31, 2012:

	March 31, 2012						March 31, 2012
	As previously reported			Error correction			As restated
Revenue	$	–		$	–		$	–
Gross profit		–			–			–
Operating expenses
General and administrative		113,178			(36,015	)(c)		77,163
Legal and accounting		69,174			(2,904	)(c)		66,270
Marketing		14,731			(14,731	)(c)		–
Research and development		–			–	(a)(c)		–
Depreciation and amortization		840			(840	)(b)		–
Total expenses		197,923			(54,490	)		143,433
Other expense		(392	)		(1,431	)		(1,823	)
Ordinary loss from continued operations		(197,531	)		55,921			(141,610	)
Loss from discontinued operations		–			(123,795	)(c)		(123,795	)
Net loss	$	(197,531	)	$	(67,874	)	$	(265,405	)

(a ) Expense research and development costs previously capitalized.
(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse merger and reclass.
(c ) Reclass Wikifamilies SA expenses to loss from discontinued operations.

The following is a summary of the impact of these restatements on the Company’s Consolidated Balance Sheet as of March 31, 2012:

	March 31, 2012								March 31, 2012
	As previously reported			Error correction					As restated
ASSETS
Current Assets
Cash	$	35,669		$	–			$	35,669
Prepaid expenses					14,489		(h)		14,489
Total current assets		35,669			14,489				50,158
Non-Current Assets
Note receivable		155,000			(155,000	)	(a)		–
Investments		123,632			(123,632	)	(a)		–
Prepaid expenses		99,489			(99,489	)	(a)		–
Fixed asset, net		16,537			(16,537	)	(b)		–
Intangible assets, net of impairment		359,162			(359,162	)	(a)(c)		–
Total non-current assets		753,820			(753,820	)			–
TOTAL ASSETS	$	789,489		$	(739,331	)		$	50,158
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Accounts payable	$	237,300		$	9,354		(d)		246,654
Notes payable - related party		70,160			6,960		(e)		77,120
Total liabilities		307,460			16,314				323,774
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 48,022,075 issued and outstanding		48,022			–				48,022
Paid in capital		1,066,301			(487,955	)	(a)(f)		578,346
Other comprehensive income		46,074			(7,347	)	(f)		38,727
Deficit accumulated during development stage		(678,368	)		(260,343	)	(g)		(938,711	)
Total stockholders' equity		482,029			(755,645	)			(273,616	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	789,489		$	(739,331	)		$	50,158

(a) Impair Kensington Leasing assets that were deemed to be impaired prior to reverse merger.
(b) Impair Wikifamilies SA fixed assets due to lack of future benefit to the Company.
(c) Expense research and development costs previously capitalized.
(d) Accrue previously unaccrued legal expenses.
(e) Write off advances due from CEO as compensation expense.
(f) Adjust gain on currency translation due to difference in translation rates.
(g) Record adjustments made to the Statement of Operations.
(h) Reclass current portion of prepaid expenses.

The following is a summary of the impact of these restatements on the Company’s Statement of Cash Flows as of March 31, 2012:

	March 31, 2012						March 31, 2012
	As previously reported			Error correction			As restated
Cash flows from operating activities
Net loss	$	(197,531	)	$	(67,874	)(a)	$	(265,405	)
Non-cash transactions to reconcile cash used in operations
Depreciation and amortization		840			(840	)(b)		–
Stocks issued for services		87,500			–			87,500
Cash used in operations								–
Increase/(decrease) in accounts payable		65,499			–			65,499
Decrease/(increase) in prepaid expenses		21,219			–			21,219
Total cash used in operations		(22,473	)		(68,714	)		(91,187	)
Cash flows from investing activities
Purchase of intangible assets		(68,714	)		68,714	(c)		–
Total cash used in investing activities		(68,714	)		68,714			–
Cash from financing activities
Proceeds from the sale of stock		25,000			–			25,000
Proceeds from notes payable, related parties		52,479			–			52,479
Total cash provided by financing activities		77,479			–			77,479
Effect of foreign currency exchange rate on cash		25,122			–			25,122
INCREASE/(DECREASE) IN CASH		11,414			–			11,414
BEGINNING CASH		24,256			–			24,256
ENDING CASH	$	35,670		$	–		$	35,670

(a) Record adjustments made to the Statements of Operations.
(b) Reverse depreciation on discontinued operation assets as they were deemed impaired prior to reverse meger and reclass amortization to discontinued operations.
(c) Research and development costs previously capitalized now reflected in net loss.

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2013	Aug. 30, 2013
Document And Entity Information
Entity Registrant Name	Wikifamilies, Inc.
Entity Central Index Key	0001454010
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		41,582,555
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

XML

15. SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

15. SUBSEQUENT EVENTS

On April 2, 2013 the State of Nevada granted custodianship of the Company to Trisha Malone, the former Chief Financial Officer and a Director of the Company, giving her the authority to appoint new officers and directors, to send notice to all stockholders of record noticing a meeting, on at least ten (10) day notice, and to pay all fees owed to the SEC and make all necessary filings with the SEC to bring the Company's filings current. The court also ordered that all common stocks issued as a result of the Exchange Agreement entered into between the Company and ClairNET, Ltd., a Hong Kong corporation, dated September 7, 2012, were declared null and void and shall be immediately returned to ClairNET, Ltd. or its transfer agent for cancellation and that the Technology Licensing Agreement between the Company and ClairNET, Limited, a Hong Kong corporation, dated September 7, 2012, was declared null and void. With no current operating entity, the Company is currently a shell corporation.

Although the former Board of Directors changed the Company’s name in the State of Nevada to ClairNET, Ltd., they did so without shareholder approval and they did not change the name of the Company with FINRA or the SEC. Therefore, we refer to the Company solely as Wikifamilies, Inc.

On April 9, 2013 the duly appointed Custodian of the Company appointed Trisha Malone and Larry A. Zielke as Members of the Board of Directors. Ms. Malone was also appointed as Chief Executive Officer, Chief Financial Officer and Secretary of the Company and Mr. Zielke was appointed Vice President and Corporate Counsel.

On April 16, 2013 the Board of Directors elected to issue Convertible Notes to Trisha Malone in the amount of $40,000 for past services rendered, Suprafin, Ltd. for past expenses paid totaling $141,461, and to Walker River Investments Corp. for costs paid for the custodianship proceeding in the amount of $44,177. These notes are convertible into shares of the Corporation’s Common Stock at Fair Value. The Board of Directors of the Corporation determined the Fair Value of its Common Stock to be $.005 per share, the trading price of its Common Stock on the OTC Pink Sheets on April 16, 2013. Trisha Malone requested that her $40,000 note be converted to 8,000,000 shares of Common Stock, and Walker River Investments Corp. requested that their $44,177 note be converted to 8,835,480 shares of Common Stock.

Also on April 16, 2013 the Board of Directors granted Trisha Malone 2,000,000 shares of Common Stock valued at $10,000 as advance payment for services to be performed as Chief Executive Officer, Chief Financial Officer and Secretary of the corporation and granted Larry A. Zielke 1,000,000 shares of Common Stock valued at $5,000 as advance payment for services to be performed as Vice President of the Corporation.

On May 8, 2013, the Company entered into a Share Purchase Agreement with John Pena and JP09 & Associates, Inc. (collectively, “Seller”) pursuant to which the Company shall purchase 60% of the issued and outstanding capital stock (“Shares”) of RC One, Inc., a Nevada corporation (“RC”). The purchase price for the Shares shall be $807,651 to be paid as follows: (i) at closing by satisfaction by the Company of a promissory note of Seller owed to the Company in the amount of $207,651 including interest; and (ii) in installment payments by the Company of $50,000 per month over the next 12 months commencing on the first month anniversary of the Closing Date and continuing on each subsequent month anniversary for 11 consecutive months.

On August 27, 2013, the Company held a Special Meeting of Shareholders.  At the Special Meeting, the matters set forth below were put forth to a vote of its shareholders, and passed with the following final tally of votes of shares voted for, against or withheld as set forth.

After review and tabulation, the ballots and proxies cast for and against, and those abstaining for approval of the change in the Corporation’s name from Wikifamilies, Inc. to GEPCO, Ltd. are:

For:	32,531,053
Against:	361,844
Abstain:	229,677

After review and tabulation, the ballots and proxies cast for and against, and those abstaining for approval of an amendment to the Corporation’s Articles of Incorporation, to increase the number of authorized shares of Common Stock, from 100 million to 250 million, are:

For:	30,208,506
Against:	2,693,952
Abstain:	148,116

After review and tabulation, the ballots and proxies cast for and against, and those abstaining for approval of an amendment to the Company’s Articles of Incorporation, to create 15 million shares of blank check preferred stock are:

For:	23,041,186
Against:	1,356,817
Abstain:	105,500

After review and tabulation, the ballots and proxies cast for and against, and those abstaining, the ratification of appointment of two current directors of the Corporation are: 
 

Trisha Malone:

For:	24,148,902
Against:	229,984
Abstain:	124,617

Larry Zielke:

For:	24,107,923
Against:	196,373
Abstain:	199,207