FORM 10-Q


U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2011





OR





o 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 000-54266


WRASP 33, Inc.


(Exact name of registrant as specified in its charter)





Delaware
27-0339991(State or other jurisdiction
(I.R.S. Employer Identification Number)of incorporation or organization)





4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308


(Address of principal executive offices)





(310) 203-2902


(Registrant’s telephone number, including area code)





No change


(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ̈ No  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer              ̈
Accelerated filer                     ̈Non-accelerated filer                ̈
Smaller reporting company  x.(Do not check if a smaller reporting company)





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





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING


THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ̈ No  ̈.





APPLICABLE ONLY TO CORPORATE ISSUERS





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,203,919 shares of common stock, par value $.0001 per share, outstanding as of May 11, 2011.





WRASP 33, INC.





- INDEX -





PagePART I – FINANCIAL INFORMATION:Item 1.
Financial Statements:

1Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010

2Statements of Operations (Unaudited) for the Three Months Ended March 31, 2011, for the Three Months Ended March 31, 2010, and for the Cumulative Period from June 4, 2009 (Inception) to March 31, 2011

3Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2011, for the Three Months Ended March 31, 2010, and for the Cumulative Period from June 4, 2009 (Inception) to March 31, 2011

4Notes to Financial Statements

5Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations

9Item 3.
Quantitative and Qualitative Disclosures About Market Risk

12Item 4.
Controls and Procedures

12PART II – OTHER INFORMATION:Item 1.
Legal Proceedings

12Item 1A.
Risk Factors

12Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

13Item 3.
Defaults Upon Senior Securities

13Item 4.
Removed and Reserved

13Item 5.
Other Information

13Item 6.
Exhibits

13Signatures


14







PART I – FINANCIAL INFORMATION





Item 1.  Financial Statements.





The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.





In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.





The results for the period ended March 31, 2011 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10 filed with the Securities and Exchange Commission on January 31, 2011.
  1




WRASP 33, INC.
 (A Development Stage Company)
 BALANCE SHEETS
 
 March 31,


December 31,2011


2010(Unaudited)ASSETSCURRENT ASSETS:Cash

$
20,392


$
2,553LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESDue to Shareholders

$
69,500


$
39,500COMMITMENTS AND CONTINGENCIESSTOCKHOLDERS' EQUITY (DEFICIT):Preferred stock, $.0001 par value 10,000,000 shares authorized, none issued


-



-Common stock, $.0001 par value 100,000,000 shares authorized, 8,203,919 issued and outstanding, respectively


820



820Additional paid-in capital


7,850



7,850(Deficit) accumulated during development stage


(57,778
)


(45,617
)Total Stockholders' Equity (Deficit)


(49,108
)


(36,947
)$
20,392


$
2,553
 
 SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
 
 2





WRASP 33, INC.


(A Development Stage Company)


STATEMENTS OF OPERATIONS


(Unaudited)





Three Months Ended

March 31, 2011


Three Months Ended

March 31, 2010


Cumulative from June 4,

2009 (Inception) to

March 31, 2011REVENUE

$
-


$
-


$
-EXPENSES


12,161



968



57,778NET (LOSS)

$
(12,161
)

$
(968
)

$
(57,778
)NET (LOSS) PER COMMON SHARE-BASIC


*



*WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


8,203,919



7,096,390





*  Less than $.01




SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS


3





WRASP 33, INC.


(A Development Stage Company)


STATEMENTS OF CASH FLOWS


(Unaudited)





Three Months Ended

March 31, 2011


Three Months Ended

March 31, 2010


Cumulative from

June 4, 2009

(Inception) to

March 31, 2011CASH FLOWS (TO) OPERATING ACTIVITIES:Net income (loss)

$
(12,161
)

$
(968
)

$
(57,778
)Net Cash (Used In) Operating Activities


(12,161
)


(968
)


(57,778
)CASH FLOWS FROM FINANCING ACTIVITIES:Advances from Stockholders


30,000



-



69,500Common stock issued for cash


-



1,333



5,780Warrants issued for cash


-



667



2,890Net Cash Provided by Financing Activities


30,000



2,000



78,170NET INCREASE IN CASH AND CASH EQUIVALENTS:


17,839



1,032



20,392CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD


2,553



177



-CASH AND CASH EQUIVALENTS, END OF PERIOD

$
20,392


$
1,209


$
20,392NON-CASH FINANCING ACTIVITIES:Common Stock issued for subscription receivable

$
-


$
3,000


$
-Warrants issued for subscription receivable

$
-


$
1,500


$
-





SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS


4





WRASP 33, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





History


WRASP 33, Inc. (the Company), a development stage company, was incorporated under the laws of the State of Delaware on June 4, 2009 under the name SRKP 33, Inc. The name was changed from SRKP 33, Inc. to WRASP 33, Inc. on July 14, 2009.  The Company is in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 915 "Development Stage Entities".  The fiscal year end is December 31.


Going Concern and Plan of Operation


The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company is in the development stage and has negative working capital, negative stockholders’ equity and has not earned any revenues from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern.





The Company is currently devoting its efforts to locating merger candidates.  The Company's ability to continue as a going concern is dependent upon its ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.





Income Taxes


In accordance with ASC Topic 740, "Accounting for Income Taxes", the Company accounts 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 basis and operating loss and tax credit carryforwards. 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.


For federal income tax purposes, substantially all startup and organizational expenses must be deferred until the Company commences business.  The Company may elect a limited deduction of up to $10,000 in the taxable year in which the trade or business begins.  The $10,000 must be reduced by the amount of startup costs in excess of $60,000.  The remainder of the expenses not deductible must be amortized over a 180-month period beginning with the month in which the active trade or business begins.  These expenses will not be deducted for tax purposes and will represent a deferred tax asset.  The Company will provide a valuation allowance in the full amount of the deferred tax asset since there is no assurance of future taxable income.  Tax deductible losses can be carried forward for 20 years until utilized.




5





WRASP 33, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Income Taxes (Continued)


The Company has adopted ASC Topic 740, "Accounting for Uncertainty in Income Taxes" - an interpretation of FASB Statement No. 48 (“FIN 48”) as of June 4, 2009. ASC Topic 740 clarifies the accounting for uncertainty in income taxes recognized in companies’ financial statements in accordance with ASC Topic 740, Accounting for Income Taxes. As a result, the Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As a result of implementing ASC Topic 740, the Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material affect on the Company.


Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax periods ended December 31, 2009 through  2010 for U.S. Federal Income Tax and for the tax periods ended December 31, 2009 through 2010 for the State of Florida Income Tax, the tax years which remains subject to examination by major tax jurisdictions as of March 31, 2011.
 
 The Company does not have any unrecognized tax benefits as of March 31, 2011 and 2010 which if recognized would affect the Company’s effective income tax rate.
 
 The Company’s policy is to recognize interest and penalties related to income tax issues as components of income tax expense. The Company did not recognize or incur any accrual for interest and penalties relating to income taxes as of March 31, 2011 and 2010.


Deferred Offering Costs


Deferred offering costs, consisting of legal, accounting and filing fees relating to an offering will be capitalized. The deferred offering costs will be offset against offering proceeds in the event the offering is successful. In the event the offering is unsuccessful or is abandoned, the deferred offering costs will be expensed.





Cash and Cash Equivalents


Cash and cash equivalents consist primarily of cash in banks and highly liquid investments with original maturities of 90 days or less.





Concentrations of Credit Risk


The Company maintains all cash in deposit accounts, which at times may exceed federally insured limits.  The Company has not experienced a loss in such accounts.





Earnings per Common Share


Basic earnings per common share are computed based upon the weighted average number of common shares outstanding during the period.  Diluted earnings per share consists of the weighted average number of common shares outstanding plus the dilutive effects of options and warrants calculated using the treasury stock method.  In loss periods, dilutive common equivalent shares are excluded as the effect would be anti-dilutive. At March 31, 2011 and 2010, the only potential dilutive securities were 8,203,919 and 7,096,390 common stock warrants, respectively. Due to the net loss, none of the potentially dilutive securities were included in the calculation of diluted earnings per share since their effect would be anti-dilutive.
  6





WRASP 33, INC.


(A Development Stage Company)


NOTES TO FINANCIAL STATEMENTS


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)





Use of Estimates in the Preparation of Financial Statements
 The preparation 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, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.
 
 Recently Issued Accounting Pronouncements
 The Company has adopted all recently issued accounting pronouncements.  The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.
 
 NOTE 2 - STOCKHOLDERS' EQUITY
 
 During June 2009, the Company sold for a $5,000 subscription receivable 7,096,390 shares of its $.0001 par value common stock to an investor. In addition, the Company also sold to the investor for a $2,500 subscription receivable, warrants to purchase 7,096,390 shares of common stock at an exercise price of $.00035.  These warrants expire at the earlier date of 10 years from date of purchase or 5 years from the date the Company consummates a merger or other business combination with an operating business or any other event to which the Company ceases to be a “shell company.” The stock subscription receivable was paid in the amount of $1,000 on July 27, 2009, $1,000 on January 20, 2010, $1,000 on January 27, 2010 and the balance of $4,500 paid on August 19, 2010.  During December 2010, the investor transferred stock, warrants and debt to eleven new shareholders. Total shares of common stock, warrants and debt transferred to these eleven new shareholders as of December 31, 2010 was 3,527,685, 3,527,685 and $16,985, respectively.  In addition, during December 2010 the investor transferred an additional $5,333  of debt to two additional new shareholders.
 
 During December 2010, the Company sold for $780 cash  1,107,529 shares of its $.0001 par value common stock to various investors. In addition, the Company also sold for $390 cash, warrants to purchase 1,107,529 shares of common stock at an exercise price of $.00035.
 
 Pursuant to certain terms of the agreements, the Company has the option to repurchase all of or any portion of the shares of Common Stock and Warrants owned by all shareholders except WestPark Capital.  The repurchase option is exercisable at a price equal to two times the sum of the purchase price and any advances or additional cash contributions to capital made by the investors, including loans. The repurchase option is at the sole discretion of the Company and subject to other terms defined in the agreements. The option is available at any time after the date of the agreement for non-employees and non-affiliates of WestPark Capital and at any time after a purchaser ceases to be an employee or affiliate of WestPark Capital for purchasers that are employees or affiliates of WestPark Capital.
 
 In the event the Company completes a merger with an operating company within a certain time period after a repurchase has occurred, the new investors may have the option to repurchase their shares from the Company subject to the terms of the agreements.


7




WRASP 33, INC.
 (A Development Stage Company)
 NOTES TO FINANCIAL STATEMENTS
 NOTE 3 - RELATED PARTY TRANSACTIONS
 
 The Company neither owns nor leases any real or personal property. Most office services are provided at no charge by WestPark Capital.  The Company’s President is also the Chief Executive Officer of WestPark Capital. Such costs are immaterial to the financial statements. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available.  Such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
 
 NOTE 4 - DUE TO STOCKHOLDERS
 
 Since inception our stockholders have advanced the Company $69,500 to pay for operating expenses. These funds have been advanced interest free, are unsecured, and are due on demand.




8





Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.





Forward Looking Statement Notice





Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of WRASP 33, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.





Description of Business





The Company was incorporated in the State of Delaware on June 4, 2009 (Inception) under the name SRKP 33, Inc. On July 14, 2009, the Company filed an amendment to its Certificate of Incorporation pursuant to which the Company changed its name from SRKP 33, Inc. to WRASP 33, Inc. The Company maintains its principal executive office at 4737 North Ocean Drive, Suite 207, Lauderdale by the Sea, FL 33308.  Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on January 31, 2011, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.


The Company is currently considered to be a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.





The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months will be to complete the transactions contemplated by the Share Exchange.  In the event the Company does not consummate the transactions contemplated by the Share Exchange the Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.


9




The Company currently does not engage in any business activities that provide cash flow.  During the next twelve months we anticipate incurring costs related to:





(i)
filing Exchange Act reports, and


(ii)
investigating, analyzing and consummating an acquisition.




We believe we will be able to meet these costs through use of funds in our treasury, through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has $20,392 in its treasury. There are no assurances that the Company will be able to secure any additional funding as needed.  Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.  Our ability to continue as a going concern is also dependant on our ability to find a suitable target company and enter into a possible reverse merger with such company.  Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.





The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.





Since our Registration Statement on Form 10 went effective, our management has had contact and discussions with representatives of other entities regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.





The Company anticipates that the selection of a business combination will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.


10





Liquidity and Capital Resources




As of March 31, 2011, the Company had assets equal to $20,392 comprised exclusively of cash.  This compares with assets of $2,553, comprised exclusively of cash, as of December 31, 2010.  The Company’s current liabilities as of March 31, 2011 totaled $69,500, comprised exclusively of monies due to stockholders.  This compares to the Company’s current liabilities as of December 31, 2010 of $39,500, comprised exclusively of monies due to stockholders.The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.


The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:




Three Months

Ended March 31,

2011


Three Months

Ended

March 31, 2010


For the Cumulative

Period from

June 4, 2009

(Inception) to

March 31, 2011Net Cash (Used in) Operating Activities

$
(12,161
)

$
(968
)

$
(57,778
)Net Cash (Used in) Investing Activities

$
-


$
-


$
-Net Cash Provided by Financing Activities

$
30,000


$
2,000


$
78,170Net Increase in Cash and Cash Equivalents

$
17,839


$
1,032


$
20,392





The Company has only cash assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.





Results of Operations





The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from June 4, 2009 (Inception), through March 31, 2011.  It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance.  It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern.  The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.





For the three months ended March 31, 2011, the Company had a net loss of $12,161, comprised of legal, accounting, audit and other professional service fees incurred in relation to the preparation and filing of the Company’s registration statement on Form 10. This compares with a net loss of $968 for the three months ended March 31, 2010, comprised of general administrative expenses.
 
 For the cumulative period from June 4, 2009 (Inception) to March 31, 2011, the Company had a net loss of $57,778, comprised exclusively of legal, accounting, audit and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form 10 in January of 2011, and general administrative expenses.
 11


Off-Balance Sheet Arrangements





The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Contractual Obligations





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.





Item 3.  Quantitative and Qualitative Disclosures About Market Risk.





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.





Item 4.  Controls and Procedures.





Evaluation of Disclosure Controls and Procedures





We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.





As of March 31, 2011, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.





Changes in Internal Controls





There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2011 that have materially affected or are reasonably likely to materially affect our internal controls.





PART II — OTHER INFORMATION




Item 1.  Legal Proceedings.





There are presently no material pending legal proceedings to which the Company, any of its subsidiaries, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Registrant to be threatened or contemplated against it.





Item 1A.  Risk Factors.





As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.


12





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





None.





Item 3.  Defaults Upon Senior Securities.





None.





Item 4.  Removed and Reserved.








Item 5.  Other Information.





None.


Item 6.  Exhibits.





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





Exhibit No.

Description*3.1

Certificate of Incorporation, as filed with the Delaware Secretary of State on June 4, 2009.*3.2

By-laws.31.1

Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.31.2

Certification of the Company’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.32.1

Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





*
Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on January 31, 2011, and incorporated herein by this reference.




13





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.





WRASP 33, INC.Dated: May 11, 2011
By:
/s/ Richard A. RappaportRichard A. RappaportPresident and DirectorPrincipal Executive OfficerDated: May 11, 2011
By:
/s/ Anthony C. PintsopoulosAnthony C. PintsopoulosSecretary, Chief Financial Officer and DirectorPrincipal Accounting OfficerPrincipal Financial Officer


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