**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

Washington, D.C. 20549

 

**FORM 10-K**

 

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended **December 31, 2009**

**333-60880**

(Commission File Number)

**Hardwired Interactive, Inc.**

(Exact name of registrant as specified in its charter)

 

**Nevada**

(State of Incorporation)

 

**73-1602395**

(IRS Employer I.D. Number)

 

**7325 Oswego Road Suite D**

**Liverpool NY, 13090**

**(315)-451-7515**

(Address and telephone number of registrant's principal executive offices and principal place of business)

Securities registered under Section 12(b) of the Exchange Act:   **None**

Securities registered under Section 12(g) of the Exchange Act:   **None**

 

Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o    No x

 

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  Yes o    No x

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past twelve 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 o

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained in this form, and no disclosure will be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.    Smaller reporting company   x

 

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

 

State the aggregate market value of the 6,045,844 voting and non-voting common equity held by non-affiliates computed by reference to the $0.05 average bid and asked price of such common equity, as of December 31, 2009:$302,292.20 

 

As of December 31, 2009, there were 14,032,223 shares of the Registrant's Common Stock, par value $0.001 per share, outstanding.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:  (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”).  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).  None

 

 
2

 

**HARDWIRED INTERACTIVE, INC.**

 

Form 10-K

 

Report for the Fiscal Year

 Ended December 31, 2009

PART I

PAGE

 

 

Item 1. Business

5

Item 1A. Risk Factors

6

Item 2. Properties

6

Item 3. Legal Proceedings

6

Item 4. [REMOVED AND RESERVED]

6

 

 

PART II

 

 

 

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters and Issuer Purchases of Equity Securities

7

Item 6. Selected Financial Data

8

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

8

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

9

Item 8. Financial Statements and Supplementary Data

9

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

9

Item 9A. Controls and Procedures

9-11

Item 9B. Other Information

11

 

 

PART III

 

 

 

Item 10. Directors, Executive Officers And Corporate Governance

12

Item 11. Executive Compensation

13

Item 12. Security Ownership of Certain Beneficial Owners and Management And Related Stock Holder Matters

15

Item 13. Certain Relationships and Related Transactions, And Director Independence

15

Item 14. Principal Accountant Fees and Services

16

Part IV

Item 15. Exhibits

17

SIGNATURES

18

Financial Statements and Notes to Financial Statements

F-1 – F-12

  

  

 

 

3

**FORWARD LOOKING STATEMENTS**

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

 

 

 

 

4

 

**PART I**

**ITEM 1.     BUSINESS**

**Company History**

Hardwired Interactive, Inc. (the name was changed from King Thomason Group, Inc. on October 10, 2008) was organized in accordance with the General Corporation Act of the State of Nevada on November 8, 2000, for the purpose of merging with King Thomason, Inc. (“KT”), a Nevada corporation and subsidiaries. King Thomason Group, Inc. (“KTGI”) had no business operation through December 31, 2001 and was a development-stage company through December 7, 2001, organized for the merger. KTGI effected a merger on December 7, 2001 with King Thomason, Inc. pursuant to approving votes of the shareholders of both corporations.

 

KT was incorporated in the state of Nevada on July 21, 2000. KT’S activities from inception until December 31, 2000 consisted primarily of reviewing possible business opportunities and developing the business model.

 

Pursuant to a reorganization agreement dated December 31, 2000, the Company acquired one hundred percent (100%) of the common shares of following subsidiaries:

 

·

King Thomason, Inc. CA (KTI): KTI was incorporated in the state of California on September 11, 1998 to market and sell the cash security retirement plan and personal lines of insurance including both homeowners and automobile insurance. KTI’s activities consisted primarily of acting as a broker for insurance companies working on commission.

 

·

King Thomason Financial Services, Inc. (KTFS): KTFS was incorporated in the state of California on April 7, 1999, to market and sell the financial and estate planning service, assets management services and the sell of stocks, bonds and mutual funds. The Company had no activity since the end of 2004.

 

·

King Thomason Insurance Marketing, Inc. (KTIM): KTIM was incorporated in the state of California on January 28, 2000 to market and sell insurance policies. The Company began its operations in the period ended June 30, 2001. KTIM’s activities consisted primarily of acting as a broker for dental insurance companies working on commission.

 

·

King Thomason Credit Card Services, Inc. (KTCC): KTCC was incorporated in the state of California on January 28, 2000 to underwrite and issue a private label credit card for use with its medical and dental insurance products. To date the Company has realized no revenues from this business.

 

·

King Thomason Franchising, Inc. (KTFI): KTFI was incorporated in the state of California on August 17, 2000 to franchise a “Financial Center” to offer and sell various financial and insurance products. The Company did not realize  any activity since its inception.

 

 

During June 2007, the Board of Directors of KTGI completely divested all of its wholly owned subsidiaries through a stock dividend. 

 
5

 

**Our Business**

Presently the Company is actively seeking a business combination partner, most probably through a reverse merger, to pursue common goals and interests in creating shareholder value for both entities through substantial business operations and raising additional capital in the future to further expand the combined entity’s business plan.

**Employees.**

We have one full-time employee and no part-time employees.

**ITEM 1A.  RISK FACTORS**

Not Applicable

**ITEM 2.     PROPERTIES**

We own no plants or manufacturing equipment, only office furniture, computers and related equipment.

**ITEM 3.     LEGAL PROCEEDINGS**

There are presently no material pending legal proceedings to which the Company or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
**ITEM 4.     [REMOVED AND RESERVED]
6

**PART II**

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

Hardwired Interactive, Inc. Common Stock trades on the Pink Sheets under the symbol HDWR.  The high and low bid and asked prices, as reported by the Pink Sheets, are as follows for 2008 and 2009.  The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 

 

 

** **

**High**

** **

** **

**Low**

** **

2008:

 

 

 

 

 

 

 

 

1 st Qtr

 

$

0.03

 

 

$

0.02

 

 

2 nd Qtr

 

$

0.04

 

 

$

0.01

 

 

3 rd Qtr

 

$

0.03

 

 

$

0.01

 

 

4 th Qtr

 

$

0.02

 

 

$

0.01

 

 

 

 

 

 

 

 

 

 

 

2009:

 

 

 

 

 

 

 

 

 

 

1 st Qtr

 

$

0.05

 

 

$

0.01

 

 

2 nd Qtr

 

$

0.05

 

 

$

0.03

 

 

3 rd Qtr

 

$

0.017

 

 

$

0.01

 

 

4 th Qtr

 

$

0.09

 

 

$

0.05

 

 **Holders**
 There are approximately 538 holders of record of our company’s common stock.

**Dividends .**

 We have declared no cash dividends on our common stock since inception.  There are no restrictions that limit our ability to pay dividends on our common stock or that are likely to do so in the future other than the restrictions set forth in Nevada Revised Statutes, 78.288.  These restrictions provide that no distribution may be made to our shareholders if, after giving effect to the distribution, (1) we would not be able to pay our debts as they mature or (2) our total assets would be less than our total liabilities plus any amounts needed, were we to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of any shareholders over the rights of the common stock shareholders.

**Sales of Unregistered Securities**

During the period covered by this report, the registrant sold no unregistered securities.

7

 

**Date**

 

**Persons or Class of Persons to Whom the Securities****Were Sold**

 

**No. of**

**Shares**

 

**Cash**

**Consideration**

 

**Value and Nature of**

**Other Than Cash Consideration**

 

 

 

 

 

 

 

 

 

5/14/2008

 

Corporation

 

486,773

 

-

 

Services valued at market of $10,407

5/14/2008

 

Non-Affiliated

Individuals

 

952,430

 

$15,000.00

 

 

8/21/2008

 

Mark Wood

 

6,000,000

 

-

 

Services valued at market of $30,000

10/1/2008

 

Non-Affiliated

Individuals

 

1,138,693

 

-

 

Services valued at market of $5,694

The above sale was made pursuant to the provisions of Regulation D, Rule 506. The purchaser was provided copies of our most recent Forms 10-K, Forms 10-Q and 8-K and was known to our management prior to the sale.  The purchaser was given the opportunity to ask questions of management before making its investment decisions.  There was no underwriter involved.

There were no repurchases of our securities made by us or any affiliated purchasers in the fourth quarter of our last fiscal year.

**ITEM 6.     SELECTED FINANCIAL DATA**

Not applicable.

**ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS**

THE FOLLOWING DISCUSSION OF OUR RESULTS OF OPERATION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS ANNUAL REPORT. 

**Results of Operations – For the year ended December 31, 2009 compared to the year ended December 31, 2008**

Our net loss of $16,109 for the year ended December 31, 2009 was a decrease of $40,290 and 71% less than that of $56,399 in the year ended December 31, 2008.  The principal reason for the decrease was a decline in General and Administrative expenses in 2009, compared with the previous year in 2008.

8

  

We had no revenue in for the years ended December 31, 2009 or 2008. However, our operating expenses decreased from $56,399 in the year ended December 31, 2008 to $16,109 in the year ended December 31, 2009. The decrease is attributable to a decline in General and Administrative expense in 2009.

Our net loss of $16,109 during the year ended December 31, 2009 represents a decrease from our net loss of $56,399 for the year ended December 31, 2008.

Liquidity.  With assets of $80 and liabilities of $76,478, we are not liquid.  The only event reasonably likely to increase our liquidity would be a reverse merger with a going-concern, private company, an event we are pursuing but have not yet identified.  We have no unused sources of liquid assets and have to rely on our officers and directors to provide the ongoing expenses of searching for a reverse merger candidate.

Capital resources.  We have no material commitments for capital expenditures as of the end of the last fiscal year.  We have no capital resources. 

**Off-Balance Sheet Arrangements**

 There are no off-balance sheet arrangements. 

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

Not applicable.

**ITEM 8.     FI NANCIAL STATEMENTS.**

 

Our consolidated financial statements are contained in pages F-1 through F-12 which appear at the end of this annual report. 

**ITEM 9.**  **CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**

On July 27, 2011 the company engaged Michael F Cronin, CPA to audit the company’s financial statements for the year 2008, 2009, and 2010. The Board of Directors has approved his appointment.  The financial statements for 2008 and 2009 did not contain and adverse or a disclaimer of opinion. There were no disagreements on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure in connection with this report.

**ITEM 9A.     DISCLOSURE CONTROLS AND PROCEDURES**

 **EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES**

For purposes of this Item 9A., the term disclosure controls and procedures means controls and other procedures of the Company (i) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (15 U.S.C. 78a *et seq.* and hereinafter the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “Commission”), and (ii) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures do not yet comply with the requirements in (i) and (ii) above.  

9

 

Our Chief Executive Officer and Chief Financial Officer have reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by this report and have concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and that (ii) the Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  

**CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING**

During the fiscal year ended December 31, 2009 there was no change in our internal control over financial reporting identified in connection with our evaluation that occurred during our last quarter (our fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

**REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of Company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Prior to filing our Annual Report on Form 10-K for the year ended December 31, 2009 with the Commission, management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management has concluded that the Company’s internal controls over financial reporting are not sufficient because as noted in the Annual Report, we have limited resources available. As we obtain additional funding and employ additional personnel, we will implement programs recommended by the Treadway Commission to ensure the proper segregation of duties and reporting channels. Our independent public accountant, Michael F. Cronin, has not conducted an audit of our controls and procedures regarding internal control over financial reporting. Consequently, Michael F. Cronin expresses no opinion with regards to the effectiveness or implementation of our controls and procedures with regards to internal control over financial reporting.

10

 

**INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS**

 

The Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls 

can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become in adequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

**ITEM 9B.     OTHER INFORMATION**

On July 8, 2008 KingThomason Group, Inc entered into a non-binding Letter of Intent to complete a business combination with Hardwired Interactive, Inc.  The intention was for KingThomason Group, Inc. to acquire 100 percent of the capital stock of Hardwired Interactive, Inc. in exchange for the issuance of approximately 43,000,000 unregistered common shares of King Thomason Group, Inc.

 In anticipation that the Letter of Intent with Hardwired Interactive, Inc. was to be followed by the signing of a definitive material agreement and a closing, King Thomason Group, Inc. on July 17, 2008, affected a reverse stock split consolidating the outstanding Common Stock shares on the basis of one new share for every five outstanding shares.

 On August 21, 2008 a Share Exchange Agreement (definitive material agreement) was signed by both parties. However, the transaction was not completed and only a total 6,000,000 shares of KingThomason Group, Inc. were issued to Mark Wood. On October 1, 2008 an additional 1,038,638 unregistered shares were issued in connection with the transaction.  The transaction was then mutually terminated by both parties.

 The name of the publicly traded company was officially changed to Hardwired Interactive, Inc. on October 10, 2008. 
 

11

 
**PART III**

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

**Directors, Executive Officers and Significant Employees.**

 

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

**Hardwired Interactive, Inc.**

**Person****(1)**

** **

**Office**

** **

**Office Held****Since**

** **

**Term of**

**Office**

Joseph C. Passalaqua

 

President and Chief Executive Office

 

10-28-2010

 

2 yrs

(1)

T.E. King Jr. was the director of the Company from January 2006 to December 2009.  Thomas King III was the President, Chief Financial Officer and Director from July 2000 to December 2009.  Thomas King III is the son of T.E. King Jr.

** Business Experience:**

**Joseph C. Passalaqua.**  Joseph C. Passalaqua has been our President and Chief Executive Officer since 10-28-2010.  Joseph C. Passalaqua was the owner of Laqua’s Chevrolet franchise and Laqua’s 481 Pontiac Buick, GMC Truck Center dealerships until July 2008.  Mr. Passalaqua was President of 3EEE, Inc. from March 2006 until May 2008.  He was the Secretary of Digital Utilities Ventures, Inc. from March 2009 through July 2010.  He became the President of Plantation Lifecare Developers, Inc. in January of 2010.  He is the sole owner of Greenwich Holdings, LLC.

**FAMILY RELATIONSHIPS**

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

**SUBSEQUENT EXECUTIVE RELATIONSHIPS**

 

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

 

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

12

**Code of Ethics**.   We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions ( incorporated by reference to Exhibit 14 to the Form 8-K filed with the Commission on February 24, 2005) We undertake to provide to any person without charge, upon request, a copy of such 

code of ethics.  Such a request may be made by writing to the company at its address at 21702 Evalyn Avenue, Torrance, CA 90277.

**Corporate Governance.**

Security holder recommendations of candidates for the board of directors.  Any shareholder may recommend candidates for the board of directors by writing to the president of our company the name or names of candidates, their home and business addresses and telephone numbers, their ages, and their business experience during at least the last five years.  The recommendation must be received by the company by April 20 of any year or, alternatively, at least 60 days before any announced shareholder annual meeting.

Audit committee.  We have no standing audit committee.  Our directors perform the functions of an audit committee.  Our limited operations make unnecessary a standing audit committee, particularly in view of the fact that we have only two directors at present.  Neither of our directors is an audit committee financial expert, but the directors have access to consultants that can provide such expertise when necessary..

**Compliance with Section 16(a) of the Exchange Act.**

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

 

Our securities are not registered with the Securities and Exchange Commission under Section 12(b) or 12(g) of the Exchange Act.  Accordingly, our officers, directors and beneficial owners of 10 percent or more of any class of stock are not subject to Section 16(a) of the Exchange Act.
 
**ITEM 11.     EXECUTIVE COMPENSATION.**

 The following information concerns the compensation of the named executive officers for each of the last two completed fiscal years:
**SUMMARY COMPENSATION TABLE**

**Name and Principal Position**

** **

**Year**

** **

**Salary**

** **

**Bonus**

** **

**Stock Awards****(1)**

** **

**Total**

T.E. King III, CEO

 

2009

 

$0

 

$0

 

$0

 

$0

T.E. King Jr., Director

 

2009

 

$0

 

$0

 

$0

 

$0

Joseph C. Passalaqua,  CEO

 

2010

 

$0

 

$0

 

$0

 

$0

Joseph C. Passalaqua,  CEO

 

2011

 

$0

 

$0

 

$0

 

$0

 

 

 

 

 

 

 

 

 

 

 

(1)  This compensation was for Mr. King’s services as a director.  It is repeated in the table under “Compensation of Directors.”

 The following information concerns unexercised stock options, stock that has not vested, and equity incentive plan awards for each named officer outstanding at the end of the last fiscal year:

13

 

**OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END**

 

 

Option Awards

 

Name

 

Number of Securities Underlying Unexercised Options (#) Exercisable

 

 

Number of Securities Underlying Unexercised Options (#) Unexercisable

 

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

 

 

Option

Exercise

Price

($)

 

 

Option

Expiration

Date

 

Thomas King III

 

 

              0

 

 

 

               0

 

 

 

               0

 

 

 

              0

 

 

 

               0

 

T.E. King Jr.

 

 

              0

 

 

 

               0

 

 

 

               0

 

 

 

              0

 

 

 

               0

 

Joseph C. Passalaqua

 

 

              0

 

 

 

               0

 

 

 

               0

 

 

 

               0

 

 

 

               0

 

**DIRECTOR COMPENSATION**

Name

 

Fees Earned

or Paid in Cash

($)

 

Stock

Awards

($)

 

Option

Awards

($)

 

Non-Equity Incentive

Plan Compensation ($)

 

Nonqualified Deferred Compensation Earnings

($)

 

All Other Compensation

($)

 

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thomas King III

 

0

 

$0

 

0

 

0

 

0

 

0

 

$0

T.E. King Jr.

 

0

 

$0

 

0

 

0

 

0

 

0

 

$0

Joseph C. Passalaqua

 

0

 

$0

 

0

 

0

 

0

 

0

 

$0

Compensation Committee.  We do not have a compensation committee.  We have only two directors, and one of these, Thomas King III, is the only full-time employee of the company.  These two directors deliberate concerning the ability of the company to pay compensation to any officer or director and the type and amount of such compensation.  During the last fiscal year, the directors were Thomas King III

and T.E. King Jr., and each participated in the deliberations concerning executive officer compensation.  Thomas King III and T.E. King Jr. are son and father, respectively.

Related Transactions.  During the last two fiscal years and the period since the end of the last fiscal year, there have been no transactions, or any currently proposed transaction, in which the company was or is to be a participant with a related person, such as either of the two Kings, where the transaction exceeds $120,000 and the related person had or will have a direct or indirect material interest.

 **Equity Compensation Plans****.**
 We have no equity compensation plans.

14

 

 

**ITEM12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**

 

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

 

 

No. of Shares

 

 

% of Class

 

 

 

 

 

 

 

 

Park Slope, LLC *

P.O. Box 2843

Liverpool NY, 13089

 

 

25,000,000

 

 

 

75.68%

 

 

 

 

 

 

 

 

 

 

Officers and Directors as a Group

Park Slope, LLC *

Majority Shareholder

 

 

25,000,000

 

 

 

75.68%

 

*****Joseph C. Passalaqua is the Sole Officer and Director of Park Slope, LLC

**ITEM 13.**

**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE**

 See “Related Transactions” above regarding the absence or presence of material transactions between the company and related persons.

 Neither of our directors is “independent” as that term is defined in any national securities exchange or in an inter-dealer quotation system that requires that a majority of the board members be independent.  Our definition of “independence” is whether a director is a principal executive officer or is the beneficial owner of more than five percent of our outstanding common stock.

15

 

**ITEM 14.      PRINCIPAL ACCOUNTING FEES AND SERVICES.**

**Audit Fees**.  Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for its professional services rendered for the audit of our annual financial statements in this Form 10-K and review of financial statements included in our Form 10-Q reports or other services normally provided in connection with statutory and regulatory filings or engagements for those two fiscal years:

 

Fiscal Year ended December 31, 2009

 

$

4,000

 

Fiscal Year ended December 31, 2008

 

$

6,000

 

 

**Audit-Related Fees.** Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements and not reported above under “Audit Fees”:

 

Fiscal Year ended December 31, 2009

 

$

-0-

 

Fiscal Year ended December 31, 2008

 

$

-0-

 

 

**        Tax Fees**. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for professional services rendered for tax compliance, tax advice and tax planning:

 

Fiscal Year ended December 31, 2009

 

$

-0-

 

Fiscal Year ended December 31, 2008

 

$

-0-

 

 

**All Other Fees**. Our principal independent accountant billed us, for each of the last two fiscal years, the following aggregate fees for products and services provided by it, other than the services reported in the above three categories:

 

Fiscal Year ended December 31, 2009

 

$

-0-

 

Fiscal Year ended December 31, 2008

 

$

-0-

 

 

**Pre-Approval of Audit and Non-Audit Services.**  The Audit Committee charter requires that the committee pre-approve all audit, review and attest services and non-audit services before such services are engaged.  None of the fees described above were pre-approved before the services were performed. 
16

**Item 15. Exhibits**

**HARDWIRED INTERACTIVE, INC.**

Commission File No.  333-60880

The following exhibits are filed, by incorporation by reference, as part of this Form 10-K:

 **Exhibit**

 

**Item**

 

 

 

3.1

 

Articles of Incorporation of Hardwired Interactive, Inc.*

3.1.1

 

Certificate of Amendment to Articles of Incorporation pursuant to NRS 78.385 and 78.390 (increasing the authorized capital and designating Series A Convertible, Voting Preferred Stock)*+

3.2

 

Bylaws of Hardwired Interactive, Inc.*

10.3

 

Royalty Agreement for Association Program between KingThomason Financial Services, Inc., a California corporation, and California Restaurant Association, a California not-for-profit corporation.*

10.4

 

Payor Agreement between KingThomason, Inc., a California corporation, and California Foundation for Medical Care.*

10.5

 

Executive General Agent Agreement between KingThomason Insurance Company, Inc. and Jefferson Pilot Life Insurance Company.*

10.6

 

Payor Agreement between KingThomason, Inc. (National Limo Group) and California Foundation for Medical Care.*

10.7

 

2001 Stock Option Plan adopted by Hardwired Interactive, Inc.**130

10.8

 

Strategic Marketing Agreement of January 1, 2003, between KingThomason Credit Card Services, Inc. and Debt Alliance Services, LLC.***

10.9

 

Common Stock Purchase Agreement between registrant and Fusion Capital Fund II, LLC dated October 14, 2004.+

10.10

 

Registration Rights Agreement between registrant and Fusion Capital Fund II, LLC dated October 14, 2004.+

10.11

 

Letter of Intent Hardwired Interactive, Inc. to Acquire Hardwired Interactive dated 07/08/08.+++

14

 

Code of Ethics for the Chief Executive Officer and Senior Financial Officers.++

19

 

Letter to the Shareholders.++

20.1

 

Audit Committee Charter.++

20.2

 

Compensation Committee Charter.++

20.3

 

Governance and Nominating Committee Charter.++

20.4

 

Corporate Governance Principles.++

31.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.1

 

Registrant’s press release dated October 18, 2004.+

 

 

 

*

 

Previously filed with Amendment No. 1 on Form S-4 to Form SB-2, Commission File #333-60980, EDGAR Accession #0001060830-01-500046 on May 22, 2001; incorporated herein.

**

 

Previously filed with Form 10-QSB 09-30-01, Commission File #333-60880, EDGAR Accession #0001060830-01-500136 on November 13, 2001; incorporated herein.

***

 

Previously filed with Form 10-KSB 12-31-02, Commission File #333-60880, EDGAR Accession #0001060830-03-000065 on March 31, 2003; incorporated herein.

+

 

Previously filed with Form 8-K 10-14-04, Commission File #333-60880, EDGAR Accession #0001060830-04-000344 on October 20, 2004; incorporated herein.

*+

 

Previously filed with Form 8-K 11-16-04, Commission File #333-60880, EDGAR Accession #0001060830-04-000405 on December 01, 2004; incorporated herein.

++

 

Previously filed with Form 8-K 02-14-05, Commission File #333-60880, EDGAR Accession #0001060830-05-000090- on February 24, 2005; incorporated herein.

+++

 

Previously filed with Form 10-Q for the period ending 6-30-2008, Commission File #333-60880 on August 18, 2008; incorporated herein.

 

 

 

                                                                       17

**SIGNATURES**

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

 

Date: October 6, 2011

Hardwired Interactive, Inc.

 

 

 

 

 

 

 

By

/s/ *Joseph C. Passalaqua*

 

 

Joseph C. Passalaqua, President

Chief Executive Officer

Chief Financial Officer

 

 

18

 

                                                                             

**Hardwired Interactive, Inc.**

**Index to Financial Statements**

 

PAGE

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Balance Sheet (Audited) December 31, 2009 and December 31, 2008

F-3

 

 

Statement of Operations (Audited) for the Years Ended December 31, 2009 and 2008

F-4

 

 

Statement of Cash Flows (Audited) for the Years Ended December 31, 2009 and 2008

F-5

 

 

Statement of Stockholders’ Deficiency (Audited) for the Years Ended December 31, 2009 and 2008

F-6

 

 

Notes to Consolidated Financial Statements

F-11 – F-12

 

F-1

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**Michael F. CroninCertified Public AccountantRochester, NY**

Board of Directors and ShareholdersHardwired Interactive, Inc.Syracuse, NY

I have audited the accompanying balance sheet of Hardwired Interactive, Inc. as of December 31, 2009 and 2008 and the related statements of operations, stockholders' deficiency and cash flows for the years then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board *(United States)*. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hardwired Interactive, Inc. as of December 31, 2009 and 2008 and the results of its operations, its cash flows and changes in stockholders' deficiency for the years then ended in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred a $16,000 loss from operations in 2009 and may not have adequate readily available resources to fund operations through 2010. This raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

September 28, 2011

/s/ Michael F. Cronin

 

Michael F. Cronin

Certified Public Accountant

Rochester, NY

F-2

 

Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc..

Balance Sheet

 

 

 

 

 

 

**December 31, 2009**

** **

**December 31, 2008**

 

 

 

 

*Assets*

 

 

 

Current assets

 

 

 

Cash

$80 

 

$698 

Prepaid expenses

0 

 

0 

  Total current assets

80 

 

698 

 

 

 

 

Total Assets

$80 

 

$698 

 

 

 

 

*Liabilities and Stockholders' Deficiency*

 

 

 

Current liabilities:

 

 

 

Accounts payable-trade

$19,039 

 

$16,123 

Accrued expenses

47,610 

 

47,035 

Due to related parties

9,829 

 

9,829 

 Total current liabilities

76,478 

 

72,987 

 

 

 

 

Stockholders' Deficiency:

 

 

 

Preferred stock 10,000,000 authorized $100 par value; 9,544 outstanding

954,400 

 

954,400 

Common stock-100,000,000 authorized $0.001 par value

 

 

 

14,032,223 issued & outstanding

14,032 

 

14,032 

Additional paid-in capital

1,901,213 

 

1,889,213 

Accumulated Deficit

(2,946,043)

 

(2,929,934)

Total Stockholders' Deficiency

(76,398)

 

(72,289)

 

 

 

 

Total Liabilities & Stockholders' Deficiency

$80 

 

$698 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

 

 

F-3

Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc.

Statement of Operations

 

 

Year Ended December 31,

 

**2009**

**2008**

 

 

 

 

 

 

Revenue

$0 

$0 

 

 

 

Costs & Expenses:

 

 

  Costs of goods sold

 

0 

  General & administrative

15,534 

55,824 

  Interest expense

575 

575 

  Total Costs & Expenses

16,109 

56,399 

 

 

 

Loss from continuing operations before income taxes

(16,109)

(56,399)

Income taxes

0 

0 

 

 

 

Net Loss

($16,109)

($56,399)

 

 

 

Basic and diluted per share amounts:

 

 

Continuing operations

Nil

Nil

Basic and diluted net loss

Nil

Nil

 

 

 

Weighted average shares outstanding (basic & diluted)

14,032,223 

9,743,275 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

F-4

 

Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc.

Statement of Cash Flows

 

 

 

Year Ended December 31,

 

**2009**

 

**2008**

 

 

 

 

Cash flows from operating activities:

 

 

 

Net Loss

($16,109)

 

($56,399)

Adjustments required to reconcile net loss

 

 

 

      to cash used in operating activities:

 

 

 

Fair value of services provided without cost

12,000 

 

0 

Expenses paid by issuance of equity instruments

0 

 

46,101 

Increase (decrease) in accounts payable & accrued expenses

3,491 

 

(4,186)

 Cash used by operating activities:

(618)

 

(14,484)

 

 

 

 

 Cash flows from financing activities:

 

 

 

Proceeds from issuance of common stock

0 

 

15,000 

  Cash generated by financing activities

0 

 

15,000 

 

 

 

 

Change in cash

(618)

 

516 

Cash-beginning of period

698 

 

182 

Cash-end of period

$80 

 

$698 

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

 

F-5

 

 

Hardwired Interactive, Inc.

f/k/a King Thomason Group, Inc.

Statement of Stockholders' Deficiency

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

 

 

Shares

Amount

 

Shares

Common Stock

Additional paid-in capital

 

Accumulated Deficit

Balance at June 30, 2007

9,544 

954,400 

 

5,454,327 

$27,272 

$1,777,847 

 

($2,873,535)

Stock issued for cash

 

 

 

952,381 

952 

14,048 

 

 

Stock issued for services

 

 

 

7,625,515 

7,626 

38,475 

 

 

Deconsolidation of subsidiary debt 

 

 

 

 

 

37,025 

 

 

Effect of 1:5 stock split

 

 

 

 

(21,818)

21,818 

 

 

Net Loss

 

 

 

 

 

 

 

(56,399)

Balance at December 31, 2008

9,544 

954,400 

 

14,032,223 

14,032 

$1,889,213 

 

($2,929,934)

Value of services provided without cost

 

 

 

 

 

12,000 

 

 

Net Loss

 

 

 

 

 

 

 

(16,109)

Balance at December 31, 2009

9,544 

954,400 

 

14,032,223 

14,032 

$1,901,213 

 

($2,946,043)

See Summary of Significant Accounting Policies and Notes to Financial Statements.

 

 

 

 

 

 

 

 

F-6

**HARDWIRED INTERACTIVE, INC.**

**F/K/A KINGTHOMASON GROUP, INC.**

BACKGROUND ANDSIGNIFICANT ACCOUNTING POLICIES

DECEMBER 31, 2009

**The Company**

*Organizational Background:*  The KingThomason Group, Inc. (KTGI) was organized in accordance with the General Corporation Act of the State of Nevada on November 8, 2000, for the purpose of merging with KingThomason, Inc. (KT), a Nevada corporation and subsidiaries. KTGI had no business operation through December 31, 2001 and was a development-stage company through December 7, 2001, organized for the merger. KTGI effected a merger on December 7, 2001 with KingThomason, Inc. pursuant to approving votes of the shareholders of both corporations.

King Thomason, Inc. (KT) was incorporated in the state of Nevada on July 21, 2000. KT’s activities from inception until December 31, 2000 consisted primarily of reviewing possible business opportunities and developing the business model.

Pursuant to reorganization agreement dated December 31, 2000, the Company acquired one hundred percent (100%) of the common shares of five operating subsidiaries. During June 2007, we completely divested all of our wholly owned operating subsidiaries through a stock dividend and ceased all operations. In October 2008 we changed our name to Hardwired Interactive, Inc.

**Significant Accounting Policies**

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

*Cash and Cash Equivalents:*For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

*Property and Equipment*  New property and equipment are recorded at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.

*Valuation of Long-Lived Assets:* We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

*Stock Based Compensation:*Stock-based awards to employees and non-employees are accounted for using the fair value method in accordance with ASC 718, *Share-Based Payments*.  Our primary type of share-based compensation consists of stock options. ASC 718 requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting.

F-7

 

 

ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, ASC 718 required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share.

*Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock*: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, *Accounting for Derivative Financial Instruments.* This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.

*Subsequent Events:*Subsequent events have been evaluated up to and including the date at which the financial statements were available-September 28, 2011. 
*Fair Value of Financial Instruments:* FASB ASC 825, “*Financial Instruments*,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2009 and 2008, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates

*Fair Value Measurements:* FASB ASC 820 defines fair value and establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to the inputs to the valuation techniques. Fair value is the price that would be received to sell an asset or amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.

*Fair Value Hierarchy:*FASB ASC 820  specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs), or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). In accordance with FASB ASC 820, these two types of inputs have created the following fair value hierarchy:

·

Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities.

·

Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly.

·

Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

 

FASB ASC 820 requires the use of observable market data if such data is available without undue cost and effort.

 

*Measurement of Fair Value:* The Company measures fair value as an exit price using the procedures described below for all assets and liabilities measured at fair value. When available, the Company uses unadjusted quoted market prices to measure fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based or independently-sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be inputs that are readily observable. If quoted market prices are not available, the valuation model used generally depends on the specific asset or liability being valued. The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments.

 

F-8

*Earnings per Common Share:* We have adopted the provisions of ASC 260, *Earning per Share*. ASC 260 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. 

Effective July 17, 2008, we enacted a reverse split of the common stock in the amount of 1:5. Except as otherwise noted, all share numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred from inception.

*Income Taxes:*We have adopted ASC 740, *Accounting for Income Taxes.*Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years. 

We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes. 

Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate. 

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.

ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, withthe measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.

 

F-9

*Uncertain Tax Positions:*The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007.  FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.  The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.

**Recent Accounting Pronouncements**

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. 

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements..

In June 2009, the FASB issued guidance now codified as ASC 105, *Generally Accepted Accounting Principles* as the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

 

F-10

**HARDWIRED INTERACTIVE, INC.**

**F/K/A KINGTHOMASON GROUP, INC.**

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2009

**1.**

* ***Income Taxes:**

We have adopted ASC 740 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2008 considered available to reduce future income taxes were reduced or eliminated through our 2010 change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c). 

We have a current operating loss carry-forward of $ 13,000 resulting in deferred tax assets of $4,420. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.

Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.

The Company is not under examination by any jurisdiction for any tax year. Our federal and state income tax returns are open for fiscal years ending on or after December 31, 2005.

**2. Commitments:**

The Company is not a party to any leases and does not have any commitments 

**3.**

**Stockholders' Equity:*** *

*  *

* Common Stock*

We are currently authorized to issue up to 100,000,000 shares of $ 0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis.. 

*Preferred Stock*

We are currently authorized to issue up to 10,000,000 shares of $ 100.00 preferred stock. 

* Stock Options*

There are no employee or non-employee options grants. All previously issued grants have expired.

In July 2008 we enacted a split of the common stock in the amount of 1:5. Except as otherwise noted, all share numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred from inception.

**4.**

**Note Payable Officer:*** *

The company has two notes payable to officers amounting $6,047 and $3,543, respectively. Both of them are due on demand, unsecured and bear interest rates of 6% per year.

F-11

 

 

**5.**

**Subsequent Events:*** *

**Change in Control:**On****October 29, 2010 the holders of 6,000,000 shares of common stock and all 9,544 shares of preferred stock sold such shares to Park Slope, LLC through a Stock Purchase, Cancellation and Assignment Agreement. The agreement resulted in Park Slope owning 42.8% of the outstanding common shares as well as the cancellation of the preferred shares. In connection with the purchase of the shares a promissory note in the amount of $9,540 payable to a former officer was consolidated with other debt as part of a new unsecured demand note payable in the amount of $60,722 also to a related party. Effective the date of the agreement, Thomas E. King III, the sole officer and director of the company resigned and was replaced by Joseph Passalaqua. 

 

 

 

 

F-12

 

 **