UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)





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





For the
fiscal year ended: December
31, 2009





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





For the
transition period from ________ to ________





Commission
File No. 333-161454





WPS,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            36-4645325(State
      or other jurisdiction of incorporation or formation)
            
            (I.R.S.
      employer identification number)





525
W. Allen Ave.


Unit
9


San
Dimas, California 91773


Email:
nbdc@onebox.com


(Address
of principal executive offices)





Registrant’s
      telephone number:
            (909)
      599-9415Registrant’s
      facsimile number:
            (626)
      335-7750





N/A


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





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





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


(Title of
Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes  ̈No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes  ̈No x





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of 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.  ̈










Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,”
"non-accelerated filer" and “smaller reporting company” in Rule 12b-2 of
the Exchange Act. (Check one):





Large
      accelerated filer
            
             ̈
            Accelerated
      filer
            
             ̈Non-accelerated
      filer
            
             ̈
            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 x
No ̈





State
issuer’s revenues for its most recent fiscal year: $





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter is $________.





As of the
last business day of the Issuer’s most recently completed fiscal year December
31, 2009, the aggregate market value of the voting and non-voting common equity
held by non-affiliates was approximately $0.





As of
December 31, 2009, ­there were 2,150,000 shares of Common Stock, $0.001 par
value per share, issued.





DOCUMENTS
INCORPORATED BY REFERENCE





None






















































































































Table of
Contents





PAGEPART
      IItem
      1.
            Description of Business.
            4Item
      1A.
            Risk Factors
            7Item
      1B
            Unresolved Staff Comments
            9Item
      2.
            Properties
            9Item
      3.
            Legal Proceedings.
            10Item
      4.
            Submission of Matters to a Vote of Security
      Holders.
            10PART
      IIItem
      5.
            Market for Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities.
            10Item
      6
            Selected Financial Data
            12Item
      7.
            Management’s Discussion and Analysis of Financial
      Condition and Results of Operation.
            12Item
      7A.
            Quantitative and Qualitative Disclosures About
      Market Risk
            15Item
      8.
            Financial Statements and Supplementary
      Data
            15Item
      9.
            Changes in and Disagreements with Accountants on
      Accounting and Financial Disclosure.
            24Item
      9AT.
            Controls and Procedures.
            24Item
      9B.
            Other Information.
            25PART
      IIIItem
      10.
            Directors, Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance with Section 16(a) of the Exchange Act.
            25Item
      11.
            Executive Compensation.
            27Item
      12.
            Security Ownership of Certain Beneficial Owners
      and Management and Related Stockholder Matters.
            27Item
      13.
            Certain Relationships and Related Transactions,
      and Director Independence.
            28Item
      14.
            Principal Accountant Fees and
      Services.
            29Item
      15.
            Exhibits and Reports on Form
      8-K
            29SIGNATURES
            
            30





CERTIFICATIONS






















































































PART
I





FORWARD-LOOKING
STATEMENTS





Certain
statements made in this Annual Report on Form 10-K 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 the Registrant 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 Registrant’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 Registrant. Although
the Registrant 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 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 Registrant or
any other person that the objectives and plans of the Registrant will be
achieved.





Item 1.Description of
Business





Form
and Year of Organization




WPS, Inc.
(“WPS” or the “Company”), was incorporated in the State of Nevada on November
17, 2008, under the same name.




Fiscal
Year End




WPS,
Inc.’s fiscal year end is December 31.




Bankruptcy,
Receivership and Similar Proceedings




The
Company has never been party to any bankruptcy, receivership or similar
proceeding, nor has it undergone any material reclassification, merger,
consolidation, purchase or sale of a significant amount of assets not in the
ordinary course of business.




Reclassification,
Merger, Consolidation, Purchase or Sale of Assets Not in the Ordinary Course of
Business




WPS, Inc.
has not reclassified, merged, consolidated, purchased or sold any
assets.




Description
of Business




Principal
Products and Services and Their Markets




Present
Products




WPS,
Inc. is a distributor of competitively priced, premium quality commercial grade
fasteners from a variety of materials, including but not limited to steel,
stainless steel, brass and nylon.  In addition, WPS can provide to its
customers pipe and pipe fittings in galvanized, black iron, stainless steel and
brass, electrical products such as tape, terminals, connectors and fuses, as
well as tools common to the industry, nylon cable ties, drills and drill bits.
WPS, Inc. does not presently manufacture any products.




At the
present time, WPS, Inc. relies upon three (3) principal
suppliers.  Those suppliers are Star Stainless located in the City of
Commerce, California, Brighton-Best located in the city of Long Beach,
California and Vertex, located in the city of Chatsworth,
California.  WPS, Inc. does not require any raw materials and
therefore does not have any sources or need for availability of any raw
materials.




Future
Products




WPS, Inc.
anticipates future products and services to include all types of weather capable
adhesives, the means to provide mobile welding services and mobile engine
service and repairs.  In addition, WPS, Inc. will explore the
possibility of becoming a manufacturer of the types of fasteners most commonly
provided to its customers.




For additional future product
distribution, WPS, Inc. will explore providing OEM products and fulfilling
government, institutional and military requirements.












Services




WPS, Inc.
does not provide any services.




Future Services




WPS, Inc.
does not anticipate providing any services in the future.




Product
Availability




WPS, Inc.
itself does not acquire any raw materials and therefore does not have any
sources or direct need for acquisition of any raw materials. The suppliers to
the Company, noted above, acquire any and all raw materials that they may
require for production or they acquire their products from larger distributors
or directly from manufacturers.




Intellectual
Properties




WPS, Inc.
does not have any intellectual properties.




Sales and Marketing
Strategy




WPS,
Inc.’s strategic focus of effort will be on a long-term approach of
communicating an unambiguous, attractive, creative marketing campaign, designed
to resonate with the strongest key prospects for sales and service. This
marketing undertaking will specifically identify WPS, Inc. to the marketplace
end-user and will communicate a clear message of the products that WPS, Inc. can
offer for the benefit of the consumer. WPS, Inc. believes in the lifetime value
of a customer rather than the instant gratification of a quick
sale.




Initially,
our sales and marketing strategy and the efforts we will undertake to market and
sell our products will be the result of the efforts conducted solely by the
Company management. As an additional marketing tool, WPS will actively
engage in building close ties with critical suppliers and membership and
participation in business and professional associations in order to develop and
exploit networking opportunities that will enhance our market
exposure.  We also intend to emphasize and tout our company commitment
to lead our industry with the highest quality customer support. We have not
received any independent evaluation of our strategy and there can be no
assurance that our strategy is an accurate or prudent assessment of the
competitive conditions in today’s economic climate and our chosen industry in
particular.




When
resources become available, we intend to engage the services of a qualified
product sales development consultant to cultivate plans for further developing
and expanding our marketing strategy and sales exposure.




Distribution
Methods




WPS, Inc.
uses one of three distribution methods:




1.           Use
an internal driver;




2.           Ship
via common carrier; or




3.           Arrange
for drop-shipping directly from the supplier.




We are
currently working to identify an experienced internet service provider to
develop a comprehensive internet presence as resources become
available.




Industry
Background and Competitive Business Conditions




Currently,
the fastener industry is facing considerable competition from the economy and
other companies worldwide. This business is replete with competition at all
levels of geographic settings, expertise and ethical variances. Our ability to
remain competitive is based on our ability to provide our customers with a broad
range of quality products, competitively priced, with superior customer service.
The prospective ability to find and timely deliver cost effective products that
provide superior value is an integral component of our ability to stay
competitive. We believe that the breadth and quality of our existing product
line, the infrastructure in place to effectively source our products and the
skill and dedication of our management will allow us to successfully compete in
our chosen marketplace.




No formal
study has been commissioned or initiated to analyze the competition that the
Company will or may face.  The Company’s management competition
analysis reveals that the fastener industry is a competitive business with
competition varying from locally












owned
hardware stores to major companies such as Home Depot, Lowes and Ace Hardware.
All of our competitors are generally better financed, have greater name
recognition and an established customer loyalty base.  Our core
philosophy of reliability, fair price, and offering exceptional personal
customer service will distinguish our Company from the
competition.  With the severe downturn in the economy and even given
the competitive nature of the business, there is an opportunity for the Company
to position itself for success by recognizing and catering to an increasingly
demanding customer who does not maintain a fastener inventory as they once did
and therefore require expedited and timely delivery of the products they
require.




Sources
and Availability of Raw Materials




WPS, Inc.
itself does not require any raw materials.




Dependence
upon One or a Few Major Customers




WPS, Inc.
does not have an established customer base that produces any reliable income at
this time and therefore does not have a dependence on one or a few
customers.




Extent
that the Business Is Seasonal




Management
does not believe that business will be seasonal.




Patients,
Trademarks, Licenses, Franchises and Concessions




The
Company does not have any patients, trademarks, licenses, franchises or
concessions.




Need
for Government Approval on Principal Products or Services




The
Company is not aware of any government approval required for our products or
services.




Existing
or Probably Government Regulations




The
Company is not aware of any specific regulatory obstacles to our business
plan.  That is not to say that we are not generally aware of the
multitude of rules, statutes and administrative regulations that may apply,
including, but not limited to, local business licenses and regulations. However,
we do not foresee these as prohibiting the implementation of our business plan,
but merely as temporary administrative obstacles that will be addressed and
overcome as they arise, or as best we can forecast their arrival.




Research
and Development




No future
research and development is anticipated.




Compliance
with Environmental Laws




WPS, Inc.
does not conduct any activities requiring compliance with any known federal,
state or local environmental statutes or regulations.




Number of Employees




The
Company does not presently have any full or part-time employees. The sole
officer and director of the Company is providing time and services as necessary
for the development of the Company.




Anticipated
Material Changes in Number of Employees




We do not
anticipate any material change in the number of employees in the foreseeable
future.




Acquisition
or Disposition of Any Material Assets




The
Company does not anticipate any acquisition or disposition of any material
assets.




Material Acquisition of Plant and
Equipment




The
Company does not anticipate any material acquisition of any plant or
equipment.

















Reports
to Security Holders




The
Company will make available to shareholders audited annual financial reports
certified by independent accountants, and may, in its discretion, make available
unaudited quarterly financial reports. The Company will file periodic reports
with the Securities and Exchange Commission as required to maintain a fully
reporting status.




The
public may read and copy any materials we file with the SEC at the SEC’s Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 on official
business days during the hours of 10:00 a.m. to 3:00 p.m. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission.  The
address of that site is:  http://www.sec.gov




Item 1A. Risk
Factors





RISKS ASSOCIATED WITH OUR
BUSINESS





Investment
in the securities offered herein is speculative, involves a high degree of
uncertainty, is subject to a number of risks and is suitable only for investors
of substantial financial means.  Prospective investors should
carefully consider the following risk factors in addition to the other
information contained in this prospectus, before making an investment decision
concerning the common stock offered in this prospectus. Only those investors who
are prepared to potentially risk a total financial loss of their investment in
this company should consider investing. Any of the following risks could have a
material adverse effect on the Company’s business, financial condition,
operations or prospects and cause the value of our common stock to decline,
which could cause you to lose all or part of your investment. When determining
whether to invest, you should also refer to and consider the other information
in this prospectus, including, but not limited to, the financial statements and
related notes.




The
factors set forth below, along with the other information contained herein,
should be considered carefully in evaluating our prospects. Further, this
document contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, goals, objectives, expectations
and intentions. The cautionary statements made in this section apply to all
forward-looking statement wherever they appear in this document. Readers are
cautioned that, while the forward-looking statements reflect our good faith
beliefs, they are not guarantees of future performance, and involve risks and
uncertainties. In addition, actual results could differ materially from those
discussed herein and our business, our financial condition or the results of
operations could be materially and adversely affected. In such case, some of the
factors that could cause or contribute to such differences include those
discussed below, as well as those discussed elsewhere in this document. In the
event that actual results do not meet expectations, there could be a consequent
negative effect on the position of investors.




WPS,
Inc.’s operations depend solely on the efforts Guillermo Pina, the sole officer
and director of the Company. Mr. Pina has no experience related to public
company management.  Because of this, we may be unable to develop our
business or manage our public reporting requirements. The Company cannot
guarantee that it will be able to overcome any such obstacles.




Guillermo
Pina, our sole officer and director, is involved in other employment
opportunities and may periodically face a conflict in selecting between WPS,
Inc. and other personal and professional interests. The Company has not
formulated a policy for the resolution of such conflicts, should they occur. If
the Company loses Mr. Pina to other pursuits without a sufficient warning, the
Company may, consequently, go out of business.




The
following are risk factors which are directly related to the Company’s business
and financial condition:




IF WE ARE UNABLE TO CONTINUE
AS A GOING CONCERN, INVESTORS MAY FACE A COMPLETE LOSS OF THEIR
INVESTMENT




We are a
start-up company with limited sales, no reliable customer base and inexperienced
management. Taking these facts into account, our independent registered public
accounting firm has expressed substantial doubt about our ability to continue as
a going concern in the independent registered public accounting firm’s report to
the financial statements included in this filing. If our business fails, our
investors may face a complete loss of their investment.





BECAUSE WE HAVE ONLY
RECENTLY COMMENCED BUSINESS OEPRATIONS, WE FACE A HIGH RISK OF BUSINESS
FAILURE




We have
no significant operating history nor do we have anyone experienced in managing a
public company. There is no assurance that we will be able to maintain any
sustainable operations. It is not possible at this time to predict success with
any degree of certainty due to problems associated with the commencement of new
business. An investor should consider the risks, expenses and uncertainties that
a developing company like ours faces. Potential investors should be aware that
there is a substantial risk of failure associated with any new business venture
as a result of problems encountered in connection with the commencement of
new




operations.
These problems include, but are not limited to, an unstable economy,
unanticipated problems relating to the entry of new competition, unanticipated
moves by existing competition and unexpected additional costs and expenses that
may exceed current estimates. Also, to date, we have completed only partial
development of our intended operations and we can provide no assurance that our
company will have a successful commercial application. There is no operating
history upon which to base any projections as to the likelihood that we will
prove successful in our current business plan, and thus there can be no
assurance that we will be a viable, ongoing concern.




WE MAY NOT BE ABLE TO ATTAIN
PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE
UNAVAILABLE




We have
limited capital resources and require substantial capital to adequately fund the
Company. To date, we have funded our operations with limited initial capital and
minimal sales and have not generated sufficient funds from operations to be
profitable or to maintain consistent operations. Unless we begin to generate
sufficient revenues, on a consistent basis, to sustain an ongoing business
operation, we may experience liquidity and solvency problems. Such liquidity and
solvency problems may force us to cease operations if additional financing,
under acceptable terms and conditions, is not available. In the event our cash
resources are insufficient to continue operations, we intend to consider raising
additional capital through offerings and sales of equity or debt securities. In
the event we are unable to raise sufficient funds, we will be forced to
terminate business operations. The possibility of such an outcome presents the
risk of a complete loss of your investment in our common stock.




THE COMPANY’S SOLE OFFICER
AND DIRECTOR CONTROLS A MAJORITY OF THE ISSUED AND OUTSTANDING COMMON
STOCK




The
present management owns a majority of the outstanding common stock at the
present time. As a result of such ownership, investors will have limited control
over matters requiring approval by our security holders, including the election
of directors, the approval of significant corporate transactions and any change
of control and management of the Company. This concentrated control may also
make it difficult for our stockholders to receive a premium for their shares of
their common stock in the event the Company enters into transactions which
require stockholder approval.




INVESTORS MAY LOSE THEIR
ENTIRE INVESTMENT IF THE COMPANY FAILS TO IMPLEMENT ITS BUSINESS
PLAN




As a
development stage company, we expect to face substantial risks, uncertainties,
expenses and difficulties. Since inception, we have no demonstrable operational
history of any substance upon which you can evaluate our business and prospects.
Our prospects must be considered in light of the risks, uncertainties, expenses
and difficulties frequently encountered by companies in their early stages of
development. These risks include, without limitation, an unstable economy,
competition, the absence of ongoing revenue streams, inexperienced management,
lack of sufficient capital, and lack of brand recognition. We cannot guarantee
that we will be successful in accomplishing our objectives.




THE COSTS, EXPENSES AND
COMPLEXITY OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OR SEVERELY RESTRICT OUR
OPERATIONS




After the
effectiveness of our registration statement, we will be subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended. The costs
of complying with these complex requirements may be substantial and require
extensive consumption of our time as well as retention of expensive specialists
in this area. In the event we are unable to establish a base of operations
that generates sufficient cash flows or cannot obtain additional equity or debt
financing, the costs of maintaining our status as a reporting entity may inhibit
our ability to continue our operations.




COMPETITORS WITH MORE
RESOURCES MAY FORCE US OUT OF BUSINESS




The
market for customers in our chosen area is intensely competitive and such
competition is expected to continue to increase. Generally, our actual and
potential competitors are larger companies with longer operating histories,
greater financial and marketing resources, with superior name recognition and an
entrenched client base. Therefore, many of these competitors may be able to
devote greater resources to attracting customers and be able to grant preferred
pricing. Competition by existing and future competitors could result in our
inability to secure an adequate consumer base sufficient enough to support our
endeavors. We cannot be assured that we will be able to compete successfully
against present or future competitors or that the competitive pressure we may
face will not force us to cease operations.




YOU MAY NOT BE ABLE TO SELL
YOUR SHARES BECAUSE THERE IS NO PUBLIC MARKET FOR OUR STOCK




There is
no public market for our common stock. The majority of our issued and
outstanding common stock is currently held by the management of the Company.
Therefore, the current and potential market for our common stock is
limited. In the absence of being listed, no public market is available for
investors in our common stock to sell their shares. We cannot guarantee that a
meaningful trading market will develop or that we will be successful in
attaining listing on the OTCBB or any other market. If we are quoted
on












the
OTCBB, there is no assurance that a market for our common shares will develop.
In fact, the price of our shares in any market that may develop could be
significantly lower than the purchase price. Furthermore, if our stock ever
becomes tradable, the trading price of our common stock could be subject to wide
fluctuations in response to various events or factors, many of which are or will
be beyond our control. In addition, the stock market may experience extreme
price and volume fluctuations without a direct relationship to the operating
performance.




INVESTORS MAY HAVE
DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE OUR STOCK WILL BE SUBJECT TO
PENNY STOCK REGULATION




The SEC
has adopted rules that regulate broker/dealer practices in connection with
transactions in penny stocks. Penny stocks generally are equity securities with
a price of less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system, provided that current price
and volume information with respect to transactions in such securities is
provided by the exchange system). The rules, in part, require broker/dealers to
provide penny stock investors with increased risk disclosure documents and make
a special written determination that a penny stock is a suitable investment for
the purchaser and receive the purchaser’s written agreement to the transaction.
These heightened disclosure requirements may have the effect of reducing the
number of broker/dealers willing to make a market in our shares, thereby
reducing the level of trading activity in any secondary market that may develop
for our shares. Consequently, shareholders in our securities may find it
difficult to sell their securities, if at all.




ALL OF OUR PRESENTLY ISSUED
AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES
ACT, AS AMENDED. WHEN THE RESTRICTION ON ANY OR ALL OF THESE SHARES IS LIFTED,
AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF OUR COMMON STOCK COULD
BE ADVERSELY AFFECTED




All of
the presently outstanding shares of common stock are “restricted securities” as
defined under Rule 144 promulgated under the Securities Act and may only be sold
pursuant to an effective registration statement or an exemption from
registration, if available. The SEC has adopted final rules amending Rule 144
which became effective on or about February 15, 2008. Pursuant to the new Rule
144, one year must elapse from the time a “shell company”, as defined in Rule
405, ceases to be a “shell company” and files Form 10 information with the SEC,
before a restricted shareholder can resell their holdings in reliance on Rule
144. Form 10 information is equivalent to information that a company would be
required to file if it were registering a class of securities on Form 10 under
the Securities and Exchange Act of 1934 (the “Exchange Act”). Under the amended
Rule 144, restricted or unrestricted securities, that were initially issued by a
reporting or non-reporting shell company or an Issuer that has at anytime
previously been a reporting or non-reporting shell company as defined in Rule
405, can only be resold in reliance on Rule 144 if the following conditions are
met: (1) the issuer of the securities that was formerly a reporting or
non-reporting shell company has ceased to be a shell company; (2) the issuer of
the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act; (3) the issuer of the securities has filed all reports and
material required to be filed under Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding twelve months (or shorter period that the
Issuer was required to file such reports and materials), other than Form 8-K
reports; and (4) at least one year has elapsed from the time the issuer filed
the current Form 10 type information with the SEC reflecting its status as an
entity that is not a shell company.




At the
present time, the Company is classified as a “shell company” under Rule 405 of
the Securities Act. As such, all restricted securities presently held by any
founder of the Company may not be resold in reliance on Rule 144 until: (1) the
Company files Form 10 information with the SEC when it ceases to be a “shell
company”; (2) the Company has filed all reports as required by Section 13 and
15(d) of the Securities Act for twelve consecutive months; and (3) one year has
elapsed from the time the Company files the current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell
company.




WE MAY BE UNABLE TO GENERATE
SUSTAINABLE REVENUE WITHOUT SUBSTANTIAL SALES, MARKETING OR DISTRIBUTION
CAPABILITIES




The
Company has not substantially commenced its planned business strategy and does
not have any significant sales or marketing capabilities in place yet. We cannot
guarantee that we will be able to develop a sales and marketing plan or
effective operational capabilities. In the event we are unable to successfully
implement these objectives, we may be unable to continue
operations.




Item 1B.Unresolved Staff
Comments





This
section is not applicable.





Item 2. Description of
Properties





We use a
corporate warehouse/office located at 525 W. Allen Ave., Unit 9, San Dimas, CA
91773.  Guillermo Pina is presently personally leasing this
location.  This facility is currently being provided to the Company
free of charge by the present sole officer and












director,
Guillermo Pina. There are currently no proposed programs for the renovation,
improvement or development of the facilities currently in use.




Item 3.Legal
Proceedings





The
Company is not party to any legal proceedings nor is it aware of any
investigation, claim or demand made on the Company that may reasonably result in
any legal proceedings.





Item 4. Submission of Matters to a
Vote of Security Holders





No
matters have been submitted to a vote of security holders.





PART
II





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





Market
Information





Our
common stock is not yet quoted on OTC Bulletin Board. We cannot guarantee that a
meaningful trading market will ever develop.  If a market ever
develops for our common stock, of which we cannot guarantee, the trading price
of our common stock could be subject to wide fluctuations in response to various
events or factors, many of which are or will be beyond our
control.  In addition, the stock market may experience extreme price
and volume fluctuations, which, without a direct relationship to our operating
performance, may affect the market price of our stock.





Holders





As of
December 31, 2009, we had 2,150,000 shares of $0.001 par value common stock
issued and held by two (2) shareholders of record.





The
holders of our common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of stockholders. Holders of the common
stock have no preemptive rights and no right to convert their common stock into
any other securities. There are no redemption or sinking fund provisions
applicable to our common stock.





We do not
have a transfer agent as yet.





Dividends





We have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain future earnings, if any, for development of our business and
therefore do not anticipate that we will declare or pay cash dividends on our
capital stock in the foreseeable future.





“Penny Stock”
Regulations





The
Securities and Exchange Commission has adopted Rule 15g-9 which establishes the
definition of a "penny stock," for the purposes relevant to us, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules
require:





●
            that
      a broker or dealer approve a person's account for transactions in penny
      stocks; and





●
            the
      broker or dealer receives from the investor a written agreement to the
      transaction, setting forth the identity and quantity of the penny stock to
      be purchased.





In order
to approve a person's account for transactions in penny stocks, the broker or
dealer must:





●
            obtain
      financial information and investment experience objectives of the person;
      and





●
            make
      a reasonable determination that the transactions in penny stocks are
      suitable for that person and the person has sufficient knowledge and
      experience in financial matters to be capable of evaluating the risks of
      transactions in penny stocks.





The
broker or dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prescribed by the Securities and Exchange Commission
relating to the penny stock market, which, in highlight form:











●
            sets
      forth the basis on which the broker or dealer made the suitability
      determination; and





●
            that
      the broker or dealer received a signed, written agreement from the
      investor prior to the transaction.





Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
our common stock and cause a decline in the market value of our
stock.





Disclosure
also has to be made about the risks of investing in penny stocks in both public
offerings and in secondary trading and about the commissions payable to both the
broker-dealer and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in cases of
fraud in penny stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the account and
information on the limited market in penny stocks.





Our Company
Securities





(a)
Capital Stock





Common
Stock:





The
Company is authorized by its Articles of Incorporation to issue an aggregate of
70,000,000 shares of common stock, par value $0.001 per share (the “Common
Stock”). As of December 31, 2009, there were 2,150,000 shares of Common Stock
issued and outstanding.





Preferred
Stock:





The
Company is authorized by its Articles of Incorporation to issue an aggregate of
5,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred
Stock”). As of December 31, 2009, there were no shares of Preferred Stock
issued.





Voting
Rights:





Preemptive
Rights




No holder
of any shares of WPS, Inc.’s stock has preemptive or preferential rights to
acquire or subscribe to any unissued shares of any class of stock or any
unauthorized securities convertible into or carrying any right, option or
warrant to subscribe for or acquire shares of any class of stock not disclosed
herein.




Non-Cumulative
Voting




Holders
of WPS, Inc. common stock do not have cumulative voting rights, which means that
the holders of more than 50% of the outstanding shares, voting for the election
of directors, can elect all of the directors to be elected, if they so choose,
and, in such event, the holders of the remaining shares will not be able to
elect any directors.




Dividend
Policy




As of the
date of this prospectus, WPS, Inc. has never declared nor paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of the Board of Directors and will depend upon earnings, if
any, capital requirements, our financial position, general economic conditions,
and other factors deemed pertinent by the Board of Directors. The Company does
not contemplate declaring dividends in the foreseeable future.





(b)
Market Information





Our
common stock is not yet quoted on OTC Bulletin Board. We cannot guarantee that a
meaningful trading market will ever develop.  If a market ever
develops for our common stock, of which we cannot guarantee, the trading price
of our common stock could be subject to wide fluctuations in response to various
events or factors, many of which are or will be beyond our
control.  In addition, the stock market may experience extreme price
and volume fluctuations, which, without a direct relationship to our operating
performance, may affect the market price of our stock.





(c)
Holders of the Company's Securities





As of
December 31, 2009, there were two (2) holders of record of shares of the
Company’s Common Stock.





(d)
Dividends


We have
never declared or paid any cash dividend on our capital stock. We currently
intend to retain future earnings, if any, for development of our business and
therefore do not anticipate that we will declare or pay cash dividends on our
capital stock in the foreseeable future.





Recent Sales of Unregistered
Securities





Since
inception on November 17, 2008, WPS, Inc. issued the following unregistered
securities in private transactions without registering the securities under the
Securities Act:





On or
about November 17, 2008, Guillermo Pina, the sole officer and director of the
Company, was issued 2,000,000 shares of common stock for services and expenses,
paid on behalf of the Company, related to the incorporation of the
Company.  These shares were valued at $0.001 (par value) per share or
$2,000.00 in the aggregate.  This transaction was exempt from the
registration provisions of the Securities Act of 1933, as amended, pursuant to
Section 4(2).




On or
about November 17, 2008, Nevada Business Development Corporation was issued
150,000 shares of common stock for consulting services related to the
preparation and set up of the Company’s Nevada corporation, corporate minute
book, corporate bylaws, and related documents, assistance in SEC filings and
management consulting services.  These shares were valued at $0.001
(par value) per share or $150.00 USD in the aggregate. This transaction was
exempt from the registration provisions of the Securities Act of 1933, as
amended, pursuant to Section 4(2).




In all of
the transactions above, no principal underwriters were used.




The price
of the common stock issued above was arbitrarily determined and bore no
relationship to any objective criterion of value. At the time of issuance, the
Company was recently formed, in the process of being formed, in the process of
being developed, and/or developing its strategic business plan and possessed no
assets.




All of
the transactions above were transactions by the Company not involving any public
offering as required by the exemption provided from the registration provisions
of the Securities Act of 1933, as amended. As such, no advertising or general
solicitation was employed in offering any of the securities by the Company. All
certificates evidencing the securities issued in such transactions will bear
restrictive legends as securities issued in non-registered transactions that may
only be resold in compliance with applicable federal and state securities laws.
The applicable subscription documents relating to such transactions contained
acknowledgments by the purchaser of such securities that the securities being
acquired have not been registered, were restricted securities, could only be
resold in compliance with applicable federal and state securities laws and the
certificates evidencing such securities would bear restrictive
legends.




Item 6. Selected Financial
Data





This
section is not applicable.





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





You
should read the following discussion together with other historical financial
data and our consolidated financial statements and the related notes included
elsewhere in this Annual Report. This discussion contains forward-looking
statements, which involve risks and uncertainties. Our actual results may differ
materially from those we currently anticipate as a result of many factors,
including the factors we describe under "Risk Factors” and elsewhere in this
Annual Report.





Forward
Looking Statements





Some of
the information in this section contains forward-looking statements that involve
substantial risks and uncertainties. You can identify these statements by
forward-looking words such as "may," "will," "expect," "anticipate," "believe,"
"estimate" and "continue," or similar words. You should read statements that
contain these words carefully because they:





●
            discuss
      our future expectations;●
            contain
      projections of our future results of operations or of our financial
      condition; and





●
            state
      other "forward-looking"
information.





We
believe it is important to communicate our expectations. However, there may be
events in the future that we are not able to accurately predict or over which we
have no control. Our actual results and the timing of certain events could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth under "Risk Factors,"
"Business" and elsewhere in this Annual Report. See "Risk
Factors."










Unless
stated otherwise, the words “we,” “us,” “our,” “the Company” or “WPS” in this
Annual Report collectively refers to the Company.





Plan
of Operation




WPS, Inc.
was incorporated on November 17, 2008 in the State of Nevada, under the same
name.





As of
December 31, 2009, the Company is a shell company as defined in Rule 12b-2 of
the Exchange Act.





WPS, Inc.
is a distributor of competitively priced, premium quality commercial grade
fasteners from a variety of materials, including but not limited to steel,
stainless steel, brass and nylon.  In addition, WPS can provide to its
customers pipe and pipe fittings in galvanized, black iron, stainless steel and
brass, electrical products such as tape, terminals, connectors and fuses, as
well as tools common to the industry, nylon cable ties, drills and drill bits.
WPS, Inc. does not presently manufacture any products.




As of the
date of this document, we have generated nominal revenues and substantial
expenses. This resulted in a net loss since inception, which is attributable to
general and administrative expenses. Please review the Audited Financial
Statements included with this filing.




Since
incorporation, we have financed our operations primarily through minimal initial
capitalization and nominal sales.




To date
we have not implemented our planned principal operations. The realization of
revenues in the next 12 months is critically important in the execution of our
plan of operations. However, we cannot guarantee that we will generate such
growth. If we do not produce sufficient cash flow to support our operations over
the next 12 months, we may need to raise additional capital by issuing capital
stock in exchange for cash in order to continue as a going concern. There are no
formal or informal agreements to attain such financing. We cannot assure any
investor that, if needed, sufficient financing can be obtained or, if available,
that it will be available on reasonable terms. Without realization of additional
capital, if needed, it would be unlikely for operations to
continue.




WPS,
Inc.’s management does not expect to conduct any research and
development.




WPS, Inc.
currently does not own any significant plant facilities or equipment that it
would seek to refinance or sell in the near future. The Company does not
envision purchasing any significant equipment in the near future.




Our
management does not anticipate any significant changes in the number of
employees in the next 12 months. Currently, we believe the services
provided by our sole officer and director are sufficient at this
time.




We have
not paid for expenses on behalf of any director. Additionally, we believe that
this practice will not materially change.




Liquidity
and Capital Resources





As of
December 31, 2009, we had cash of $820 and an accumulated net loss during the
development stage (Inception to December 31, 2009) of $8,150. Our total
operating expenses were $8,208 for the fiscal year period ended December 31,
2009, while our total operating expenses were $2,150 cash in the fiscal year
ended September 30, 2008. The increase in use of operating cash was primarily
attributable to increased business activity.





We had
revenues of $2,675 during the fiscal year ended December 31, 2009 and had $2,675
revenues for the period November 17, 2008 (inception) to December 31, 2009. Due
to the foregoing and our status as a shell company, as of December 31, 2009 and
2008, our auditors have expressed their doubt as to the ability to continue as a
going concern.





In order
to continue as a going concern and achieve a profitable level of operations, the
Company will need, among other things, additional capital resources and
developing a consistent source of revenues. The ability of the Company to
continue as a going concern is dependent upon its ability to successfully
accomplish its strategic business plan, become profitable and to be able to
sustain such profitability. The accompanying financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.





Management
believes that the Company will require substantial cash infusion for the next
twelve months to fund its operations. There is no guarantee that such cash
infusion will be available.























Results
of Operations




Fiscal
Year Ended December 31, 2009 Compared to December 31, 2008





The
following table summarizes the results of our operations during the fiscal years
ended December 31, 2009 and 2008, respectively, and provides information
regarding the dollar and percentage increase or (decrease) from the current
12-month period to the prior 12-month period:





Line
      Item
            
            12/31/2009
              (Audited)
            
            
            12/31/2008
              (Audited)
            
            
            Increase
              (Decrease)
            
            
            Percentage
              Increase
              (Decrease)Revenues
            
            $
            2,675
            
            
            $
            0
            
            
            $
            2,675
            
            
            
            2,675%Operating
      Expenses
            
            $
            8,208
            
            
            $
            2,150
            
            
            $
            6,058
            
            
            
            382%Net
      (Loss)
            
            $
            (6,000)
            
            
            $
            (2,150)
            
            
            $
            3,850
            
            
            
            279%Loss
      Per Share of Common Stock
            
            $
            0
            
            
            $
            0
            
            
            $
            0
            
            
            
            0%





Assets. At December 31, 2009,
we had $820 cash on hand. On December 31, 2008, we had $0 cash on hand. This
minimal amount of cash on hand and nominal increase was due to limited revenue
producing operations of the Company.





Total Current Liabilities.Our Total Current Liabilities increased to $6,531 on December 31, 2009
from $0 on December 31, 2008. This increase in Total Current Liabilities was due
to increased business operations.





Revenues.Our Revenues were
$2,675 for the fiscal year ended December 31, 2009, an increase from $0 for the
fiscal year ended December 31, 2008. This increase was due to additional
start-up costs.





Operating Expenses.Our
Operating Expenses increased to $8,208 for the fiscal year ended December 31,
2009 from $2,150 for the fiscal year ended September 30, 2008. This increase in
Operating Expenses was due to additional start-up costs and increased business
activity.





Net Loss.We recorded a Net
Loss of $6,000 for the fiscal year ended December 31, 2009 as compared with a
Net Loss of $2,150 for the fiscal year ended December 31, 2008. The increase in
Net Losses was due to additional start-up costs and increased business
activity.





Total Stockholders’ Deficit.Total Stockholders’ Deficit increased to $6,000 on December 31, 2009 from
$2,150 at December 31, 2008. This increase in Total Stockholders’ Equity was due
to expenses related to additional start-up costs and increased business
activity.





Since
inception, we have generated $2,675 in revenues and have incurred a cumulative
net loss of $8,150.




Off-Balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity or capital
expenditures or capital resources that is material to an investor in our
securities.




Seasonality





Our
business and operating results are not affected in any material way by the
season.




Inflation





Our
business and operating results are not affected in any material way by
inflation.





Critical
Accounting Policies





The
Securities and Exchange Commission issued Financial Reporting Release No. 60,
"Cautionary Advice Regarding Disclosure About Critical Accounting Policies"
suggesting that companies provide additional disclosure and commentary on their
most critical accounting policies. In Financial Reporting Release No. 60, the
Securities and Exchange Commission has defined the most critical accounting
policies as the ones that are most important to the portrayal of a company's
financial condition and operating results, and require management to make its
most difficult and subjective judgments, often as a result of the need to make
estimates of matters that










are
inherently uncertain. The nature of our business generally does not call for the
preparation or use of estimates. Due to the fact that the Company does not have
any operating business, we do not believe that we do not have any such critical
accounting policies.





Item 7A.Quantitative and
Qualitative Disclosures about Market Risk





This
section is not applicable.





Item 8.Financial Statements and
Supplementary Data








SADLER, GIBB& ASSOCIATES,
L.L.C.














REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM











To the
Board of Directors


WPS,
Inc.


(A
Development Stage Company)





We have
audited the accompanying balance sheet of WPS, Inc., as of December 31, 2009,
and the related statements of income, stockholders’ equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.  The financial statements of
WPS, Inc. as of December 31, 2008, were audited by other auditors whose report
dated June 23, 2009, expressed an unqualified opinion on those
statements.





We
conducted our audit in accordance with auditing standards generally accepted in
the United States of America. Those standards require that we 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 were
we engaged to perform, an audit of its internal control over financial
reporting. Our audits 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, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.





In our
opinion the financial statements referred to above present fairly, in all
material respects, the financial position of WPS, Inc. as of December 31, 2009,
and the results of their operations and their cash flows for the year then
ended, in conformity with U.S. generally accepted accounting
principles.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the financial
statements, the Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs which raises substantial doubt about its
ability to continue as a going concern. Management’s plans concerning these
matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.














SADLER,
GIBB AND ASSOCIATES, LLC





Salt Lake
City, UT


March 26,
2010













WPS, INC.(A
      Development Stage Company)Balance
      SheetsASSETSDecember
      31,
            
            December
      31,2009
            
            2008CURRENT
      ASSETSCash
            
            $
            820
            
            $
            -Total
      Current Assets
            
            820
            
            
            -TOTAL
      ASSETS
            $
            820
            
            $
            -LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)CURRENT
      LIABILITIESAccounts
      payable
            $
            1,725
            
            $
            -Note
      payable related party
            
            4,806
            
            
            -Total
      Current Liabilities
            
            6,531
            
            
            -Total
      Liabilities
            
            6,531
            
            
            -STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      stock; $0.001 par value, 5,000,000 sharesauthorized,
      no shares issued and outstanding
            
            -
            
            
            -Common
      stock; 70,000,000 shares authorized,at
      $0.001 par value, 2,150,000 shares issuedand
      outstanding, respectively
            
            2,150
            
            
            2,150Additional
      paid-in capital
            
            289
            
            
            -Deficit
      accumulated during the development stage
            
            (8,150)
            
            
            (2,150)Total
      Stockholders' Equity (Deficit)
            
            (5,711)
            
            
            -TOTAL
      LIABILITIES AND STOCKHOLDERS'EQUITY
      (DEFICIT)
            $
            820
            
            $
            -The
      accompanying notes are an integral part of these financial
      statements.










WPS, INC.(A
      Development Stage Company)Statements
      of OperationsFromInception
      onNovember
      17,For
      the Year Ended
            
            2008
      ThroughDecember
      31,
            
            December
      31,2009
            
            2008
            
            2009REVENUES
            
            $
            2,675
            
            $
            -
            
            $
            2,675COST
      OF SALES
            
            
            467
            
            
            -
            
            
            467GROSS
      PROFIT
            
            
            2,208
            
            
            -
            
            
            2,208OPERATING
      EXPENSESGeneral
      and  administrative
            
            
            8,208
            
            
            2,150
            
            
            10,358Total
      Operating Expenses
            
            
            8,208
            
            
            2,150
            
            
            10,358LOSS
      FROM OPERATIONS
            
            
            (6,000)
            
            
            (2,150)
            
            
            (8,150)PROVISION
      FOR INCOME TAXES
            
            
            -
            
            
            -
            
            
            -NET
      LOSS
            
            $
            (6,000)
            
            $
            (2,150)
            
            $
            (8,150)BASIC
      AND DILUTED LOSS PER SHARE
            
            $
            (0.00)
            
            $
            (0.00)WEIGHTED
      AVERAGENUMBER
      OF COMMON SHARESOUTSTANDING
            
            
            2,150,000
            
            
            1,481,111The
      accompanying notes are an integral part of these financial
      statements
















WPS,
      INC.(A
      Development Stage Company)Statements
      of Stockholders' Equity (Deficit)DeficitAccumulated
            
            TotalAdditional
            
            During
      the
            
            Stockholders'Common
      Stock
            
            Paid-In
            
            Development
            
            EquityShares
            
            Amount
            
            Capital
            
            Stage
            
            (Deficit)Balance
      at inception on November 17, 2008
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Common
      stock issued for servicesat
      $0.001 per share
            2,150,000
            
            
            2,150
            
            
            -
            
            
            -
            
            
            2,150Net
      loss from inception on November 17, 2008through
      December 31, 2008
            -
            
            
            -
            
            
            -
            
            
            (2,150)
            
            
            (2,150)Balance,
      December 31, 2008
            2,150,000
            
            
            2,150
            
            
            -
            
            
            (2,150)
            
            
            -Contributed
      capital
            -
            
            
            -
            
            
            289
            
            
            -
            
            
            289Net
      loss for the year endedDecember
      31, 2009
            -
            
            
            -
            
            
            -
            
            
            (6,000)
            
            
            (6,000)Balance, December 31, 2009
            2,150,000
            
            $
            2,150
            
            $
            289
            
            $
            (8,150)
            
            $
            (5,711)The
      accompanying notes are an integral part of these financial
      statements.







WPS, INC.(A
      Development Stage Company)Statements
      of Cash FlowsFromInception
      onNovember
      17,For
      the Year Ended
            
            2008
      ThroughDecember
      31,
            
            December
      31,2009
            
            2008
            
            2009OPERATING
      ACTIVITIESNet
      loss
            
            $
            (6,000)
            
            $
            (2,150)
            
            $
            (8,150)Adjustments
      to reconcile net loss to net cashused
      by operating activities:Common
      stock issued for services
            
            -
            
            
            2,150
            
            
            2,150Changes
      in operating assets and liabilities:Change
      in accounts payable
            
            1,725
            
            
            -
            
            
            1,725Net
      Cash Used inOperating
      Activities
            
            (4,275)
            
            
            -
            
            
            (4,275)INVESTING
      ACTIVITIES
            
            -
            
            
            -
            
            
            -FINANCING
      ACTIVITIESContributed
      capital
            
            289
            
            
            -
            
            
            289Increase
      in note payable - related party
            
            4,806
            
            
            -
            
            
            4,806Net
      Cash Provided byFinancing
      Activities
            
            5,095
            
            
            -
            
            
            5,095NET
      INCREASE IN CASH
            
            820
            
            
            -
            
            
            820CASH
      AT BEGINNING OF PERIOD
            
            -
            
            
            -
            
            
            -CASH
      AT END OF PERIOD
            $
            820
            
            $
            -
            
            $
            820SUPPLEMENTAL
      DISCLOSURES OFCASH
      FLOW INFORMATIONCASH
      PAID FOR:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
      Taxes
            $
            -
            
            $
            -
            
            $
            -The
      accompanying notes are an integral part of these financial
      statements.


WPS,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2009 and 2008





NOTE 1 -SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES





Organization


The
Company was incorporated under the laws of the State of Nevada on November 17,
2008 to provide competitively priced, premium quality commercial grade fasteners
made from a variety of materials, including but not limited to steel, stainless
steel, brass & nylon. The Company has not realized significant revenues to
date and therefore is classified as a development stage company.





Accounting
Method


The
financial statements are prepared using the accrual method of accounting. The
Company has elected a December 31, year end.





Estimates


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





Revenue
Recognition


The
Company applies the provisions of SEC Staff Accounting Bulletin No. 104,
"Revenue Recognition in Financial Statements" ("SAB 104"), which provides
guidance on the recognition, presentation and disclosure of revenue in financial
statements filed with the SEC. SAB 104 outlines the basic criteria that must be
met to recognize revenue and provides guidance for disclosure related to revenue
recognition policies.  In general, the Company recognizes revenue
related to goods and services provided when (i) persuasive evidence of an
arrangement exists, (ii) delivery has occurred or services have been rendered,
(iii) the fee is fixed or determinable, and (iv) collectability is reasonably
assured.





Concentrations of
Risk


The
Company depends on a small number of customers for a significant portion of its
sales.  For the year ended December 31,


2009, two
customers accounted for greater than 10% each of the Company’s net
sales.  One major customer accounted for $1,500 of revenue (56% of
total revenues) and the other major customer accounted for $950 of revenue (36%
of total revenues) during fiscal year 2009.  No single customer
accounted for greater than 10% of revenues in fiscal year 2008.





Advertising
Costs


The
Company’s policy regarding advertising is to expense advertising when
incurred.


The
Company had not incurred any advertising expense for the current fiscal year as
of December 31, 2009 or 2008.





Stock-based
Compensation


The
Company adopted SFAS No. 123-R effective January 1, 2006 using the
modified prospective method. Under this transition method, stock compensation
expense includes compensation expense for all stock-based compensation awards
granted on or after January 1,2006, based on the grant-date fair value
estimated in accordance with the provisions of SFAS No. 123-R.





Cash and Cash
Equivalents


Cash and
cash equivalents consist of commercial accounts and interest-bearing bank
deposits and are carried at cost, which approximates current value. Items are
considered to be cash equivalents if the original maturity is three months or
less.





Basic Loss per
Share


The
computation of basic loss per share of common stock is based on the weighted
average number of shares outstanding during the period. The Company has no
common stock equivalents outstanding as of December 31, 2009.






















WPS,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2009 and 2008







NOTE 1
-SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





For
      the
              Year
      Ended
              December
      31,
              2009
            
            For
      the
              Year
      Ended
              December
      31,
              2008Loss
      (numerator)
            $           (6,000)
            
            $              (2,150)Shares
      (denominator)
            2,150,0002
            
            2222       221,481,1112Per
      share amount
            $             (0.00)
            
            $                (0.00)








Provision for
Taxes


Deferred
taxes are provided on a liability method whereby deferred tax assets are
recognized for deductible temporary differences and operating loss and tax
credit carry forwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.





Net
deferred tax assets consist of the following components as of December 31, 2009
and 2008:







2009
            
            2008Deferred
      tax assetsNOL
      carryover
            $
            2,340
            $
            -Valuation
      allowance
            
            (2,340)
            
            -Net
      deferred tax asset
            $
            -
            
            -


The
income tax provision differs from the amount of income tax determined by
applying the U.S. federal and state income tax rates of 39% to pretax income
from continuing operations for the years ended December 31, 2009 and 2008 due to
the following:





2009
            
            2008Book
      Income
            $
            (2340)
            $
            (839)Contributed
      services
            
            -
            
            839Valuation
      allowance
            
            2,340
            
            -$
            -
            
            -


At
December 31, 2009, the Company had net operating loss carry forwards of $6,000
that may be offset against future taxable income through 2029.  No tax
benefit has been reported in the December 31, 2009 financial statements since
the potential tax benefit is offset by a valuation allowance of the same
amount.





Due to
the change in ownership provisions of the Tax Reform Act of 1986, net operating
loss carry forwards for Federal income tax reporting purposes are subject to
annual limitations.  Should a change in ownership occur, net operating
loss carry forwards may be limited as to use in future years.


WPS,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2009 and 2008





NOTE 2
–RECENT ACCOUNTING
PRONOUNCEMENTS


In May
2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent
Events”.  Companies are now required to disclose the date through
which subsequent events have been evaluated by management. Public entities (as
defined) must conduct the evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for this evaluation. SFAS
165 (ASC 855-10) provides that financial statements are considered “issued” when
they are widely distributed for general use and reliance in a form and format
that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and
annual periods ending after June 15, 2009 and must be applied prospectively. The
adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009
did not have a significant effect on the Company’s financial statements as of
that date or for the quarter or year-to-date period then ended. In connection
with preparing the accompanying unaudited financial statements as of September
30, 2009 and for the quarter and nine month period ended September 30, 2009,
management evaluated subsequent events through the date that such financial
statements were issued (filed with the SEC).





In June
2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and
the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC
105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of
authoritative accounting principles recognized by the FASB to be applied by all
nongovernmental entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for
financial statements issued for fiscal years ending on or after September 15,
2009 and interim periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations
or financial condition. The Codification did not change GAAP, however, it did
change the way GAAP is organized and presented. As a result, these changes
impact how companies reference GAAP in their financial statements and in their
significant accounting policies. The Company implemented the Codification in
this Report by providing references to the Codification topics alongside
references to the corresponding standards.





With the
exception of the pronouncements noted above, no other accounting standards or
interpretations issued or recently adopted are expected to have a material
impact on the Company’s financial position, operations or cash
flows.







NOTE
      3 -
            GOING
      CONCERN





The
Company's financial statements are prepared using generally accepted accounting
principles in the United States of America applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business.  The Company has not yet established an
ongoing source of revenues sufficient to cover its operating costs and allow it
to continue as a going concern.  The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease
operations.





In order
to continue as a going concern, the Company will need, among other things,
additional capital resources. Management's plan is to obtain such resources for
the Company by obtaining capital from management and significant shareholders
sufficient to meet its minimal operating expenses and seeking equity and/or debt
financing. However management cannot provide any assurances that the Company
will be successful in accomplishing any of its plans.





The
ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going
concern.







NOTE 4
-                            NOTES PAYABLE RELATED
PARTY





The
principal shareholder of the company has advanced the corporation
$4,806.  The note is non-interest bearing and due and payable upon
demand.













WPS,
INC.


(A
Development Stage Company)


NOTES
TO FINANCIAL STATEMENTS


December
31, 2009 and 2008








NOTE 5 –
PREFERRED
STOCK





The
Company is authorized to issue 5,000,000 shares of preferred
stock.  At December 31, 2009, the Company had no preferred stock
issued and outstanding.







NOTE 6 –
COMMON
STOCK





The
Company is authorized to issue 70,000,000 shares of common stock.  At
December 31, 2009 and 2008, the total number of shares issued and outstanding
was 2,150,000 shares, respectively.




During
December 2008, the Company issued 150,000 shares of its common stock in exchange
for some services valued at $150. The shares were valued at par
value.  In addition, the Company issued 2,000,000 shares of its common
stock to its founder for services valued at $2,000.







NOTE 7 –
SUBSEQUENT
EVENTS




In
accordance with SFAS 165 (ASC 855-10) Company management reviewed all material
events through March 26, 2009, and there are no material subsequent events to
report.










































































































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





Dismissal of the Offices of
Arsahd M. Farooq





On March
9, 2010 WPS, Inc. dismissed the Offices of Arshad M. Farooq as the Company’s
independent public accountants. The decision to terminate the Offices of Arshad
M. Farooq was determined by the Board of Director of the Company on March 5,
2010.  The Company does not have an audit committee due to the limited
size of our Board of Directors. The Offices of Arshad M. Farooq had been the
Company’s independent public accountants since inception on November 17, 2008
until dismissal.





Subsequent
to the dismissal of the Offices of Arshad M. Farooq, the Company engaged Sadler,
Gibb & Associates, LLC to perform the audit for the December 31, 2009 fiscal
year end and further retained Sadler, Gibb & Associates, LLC as the
Company’s independent auditor going forward.





Engagement of Sadler, Gibb
& Associates, LLC





On March
10, 2010, the Company engaged Sadler, Gibb & Associates, LLC as the
Company’s independent public accounts.  Sadler, Gibb & Associates,
LLC has been engaged to perform an audit of the Company’s financial statements
for the fiscal year ended December 31, 20009.





Neither
the Company nor anyone on its behalf has consulted Sadler, Gibb &
Associates, LLC regarding either (1) the application of accounting principles to
a specific completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Company’s financial statements and, as such, no
written or oral advice was provided and none was an important factor considered
by the Company in reaching a decision as to the accounting, auditing or
financial reporting issues; or (2) any matter that was a subject of a
disagreement or reportable event, as there were none.





The
decision to change accountants was approved by the Board of Directors on March
5, 2010.





Item 9A(T). Controls and
Procedures





Evaluation of Disclosure
Controls and Procedures





In
connection with the preparation of this annual report, an evaluation was carried
out by the Company’s management, with the participation of the principal
executive officer and the principal financial officer, of the effectiveness of
the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of
December 31, 2009. Disclosure controls and procedures are designed to ensure
that information required to be disclosed in reports filed or submitted under
the Exchange Act is recorded, processed, summarized, and reported within the
time periods specified in the Commission’s rules and forms, and that such
information is accumulated and communicated to management, including the chief
executive officer and the chief financial officer, to allow timely decisions
regarding required disclosures.





Based on
that evaluation, the Company’s management concluded, as of the end of the period
covered by this report, that the Company’s disclosure controls and procedures
were not
effective in recording, processing, summarizing, and reporting information
required to be disclosed, within the time periods specified in the Commission’s
rules and forms, and that such information was not accumulated and communicated
to management, including the principal executive officer and the principal
financial officer, to allow timely decisions regarding required
disclosures.





Management’s Report on
Internal Control over Financial Reporting





The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company’s internal
control over financial reporting is a process, under the supervision of the
principal executive officer and the principal financial officer, designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of the Company’s financial statements for external purposes
in accordance with United States generally accepted accounting principles
(GAAP). Internal control over financial reporting includes those policies and
procedures that:





●
            Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the Company’s
      assets;





●
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of the financial statements in accordance with generally
      accepted accounting principles, and that receipts and expenditures are
      being made only in accordance with authorizations of management and the
      board of directors; and





●
            Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use, or disposition of the Company’s assets that
      could have a material effect on the financial
  statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.





The
Company’s management conducted an assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2009, based on
criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, which
assessment identified material weaknesses in internal control over financial
reporting. A material weakness is a control deficiency, or a combination of
deficiencies in internal control over financial reporting that creates a
reasonable possibility that a material misstatement in annual or interim
financial statements will not be prevented or detected on a timely basis. Since
the assessment of the effectiveness of our internal control over financial
reporting did identify a material weakness, management considers its internal
control over financial reporting to be ineffective.





Management
has concluded that our internal control over financial reporting had the
following deficiency:





●
            We
      were unable to maintain any segregation of duties within our business
      operations due to our reliance on a single individual fulfilling the role
      of sole officer and director. While this control deficiency did not result
      in any audit adjustments to our financial statements, it could have
      resulted in a material misstatement that might have been prevented or
      detected by a segregation of duties. Accordingly we have determined that
      this control deficiency constitutes a material
  weakness.





To the
extent reasonably possible, given our limited resources, our goal is, upon
consummation of a merger with a private operating company, to separate the
responsibilities of principal executive officer and principal financial officer,
intending to rely on two or more individuals. We will also seek to expand our
current board of directors to include additional individuals willing to perform
directorial functions. Since the recited remedial actions will require that we
hire or engage additional personnel, this material weakness may not be overcome
in the near term due to our limited financial resources. Until such remedial
actions can be realized, we will continue to rely on the advice of outside
professionals and consultants.





This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. We were not required to have, nor have we, engaged our independent
registered public accounting firm to perform an audit of internal control over
financial reporting pursuant to the rules of the Commission that permit us to
provide only management’s report in this annual report.





Changes
in Internal Controls over Financial Reporting





During
the quarter ended December 31, 2009, there has been no change in internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect our internal control over financial
reporting.





Item 9B.Other
Information





None


PART
III





Item 10.Directors, Executive
Officers and Corporate Governance





Identification
of Directors and Executive Officers





The
following table sets forth certain information concerning our officers and
directors.





Name and
Address                                Age           Position                                                      Period of
Service





Guillermo
Pina                                           56          President,
Secretary,
Treasurer                November
17, 2008 (inception) to the present


Chief Executive
Officer


Chief Accounting
Officer


Director





Our
directors hold office until the next annual meeting of the stockholders,
typically held on or near the anniversary date of inception, and until
successors have been elected and qualified. Our officers are appointed by our
directors and hold office until resignation or removal from office.




Identification
of Significant Employees




The
Company does not presently have any full or part-time employees. The sole
officer and director of the Company is providing time and services as necessary
for the development of the Company. We do not anticipate hiring any employees in
the future until we further develop our business plan.





Family
Relationships




There are
no family relationships between any director, executive officer, or person
nominated or chosen by the registrant to become a director or executive
officer.




Business
Experience of Each Director and Executive Officer




Guillermo Pina, President,
Treasurer, Chief Executive Officer, Chief Accounting Officer, and
Director – Guillermo Pina has been in all facets of the fastener industry
for over 30 years.  Mr. Pina has been engaged in a variety of
positions within the industry including, but not limited to, the order desk,
purchasing, sales, warehousing, delivery, packaging of fasteners and hardware
related items and extensive handling of customer service.  In his
variety of duties over the years, Mr. Pina has also overseen the accounts
receivables and payables.  Mr. Pina is currently the President of a
fastener company that has been in business for over 20 years.




Legal
Proceedings




Guillermo
Pina, the sole officer and director of the Company, has never filed for
bankruptcy nor had a receiver, fiscal agent or similar officer appointed by a
court for any business or property of his, has never been convicted in a
criminal proceeding and is not a named subject of any pending criminal
proceeding.  Nor has Guillermo Pina ever been the subject of any order
enjoining him from any type of business, securities or banking activities, or
ever been found to have violated any federal or state securities
law.




Promoters
and Control Persons




At the
time of this filing, we are not engaged in any transactions, either directly or
indirectly, with any persons or organizations considered promoters.





Board
Committees




Our board
of directors has not established any committees, including an audit committee, a
compensation committee, a nominating committee or any committee or committees
performing similar functions. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our board of directors believes that the establishment of
committees of the board would not provide any benefits to our company, could be
considered more form than substance and would distract from our present goals of
implementing our strategic production and marketing plans and becoming an
economically viable company.




Compliance
with Section 16(A) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
executive officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (hereinafter referred to as the "Commission") initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of Common Stock and other equity securities
of the Company on Forms 3, 4, and 5, respectively. Executive officers, directors
and greater than 10% shareholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, all of the Company's executive officers, directors and
greater than 10% beneficial owners of its Common Stock have complied with
Section 16(a) filing requirements applicable to them during the Company's most
recent fiscal year.






































Item 11. Executive
Compensation





DIRECTOR
AND OFFICER COMPENSATION





Summary
      Compensation TableAnnual
      Compensation
            
            Long-Term
      CompensationName
      and
              Principal
      Position
            Year
            Salary
      ($)
            Bonus
      ($)
            Other
      Annual Compensation ($)
            Restricted
      Stock Awards ($)
            Securities
      Underlying Options (#)
            LTIP
      Payouts ($)
            All
      Other Compensation ($)Guillermo
      Pina
            2008
            -
            -
            -
            -
            -
            -
            -Officer
      and Director
            2009
            -
            -
            -
            -
            -
            -
            -





We have
not formulated plans as to the amounts of future cash compensation. Any
additional personnel required would have salaries negotiated.





No past
officer or director of the Company has received any compensation and none is due
or payable. Our sole current officer and director, Guillermo Pina, does not
receive any compensation for the services he renders to the Company, has not
received compensation in the past, and is not accruing any compensation pursuant
to any agreement with the Company. We currently have no formal written salary
arrangement with our sole officer. Mr. Pina may receive a salary or other
compensation for services that he provides to the Company in the future. No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of the
Company’s employees.





Significant
Employees





We have
no significant employees other than our executive officers and directors named
in this Annual Report.





Committees
of the Board of Directors





Our board
of directors has not established any committees, including an audit committee, a
compensation committee, a nominating committee or any committee or committees
performing similar functions. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our board of directors believes that the establishment of
committees of the board would not provide any benefits to our company, could be
considered more form than substance and would distract from our present goals of
implementing our strategic production and marketing plans and becoming an
economically viable company.




Compliance
with Section 16(A) of the Securities Exchange Act of 1934





Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's
executive officers and directors and persons who own more than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission (hereinafter referred to as the "Commission") initial
statements of beneficial ownership, reports of changes in ownership and annual
reports concerning their ownership, of Common Stock and other equity securities
of the Company on Forms 3, 4, and 5, respectively. Executive officers, directors
and greater than 10% shareholders are required by Commission regulations to
furnish the Company with copies of all Section 16(a) reports they file. To the
Company's knowledge, all of the Company's executive officers, directors and
greater than 10% beneficial owners of its Common Stock have complied with
Section 16(a) filing requirements applicable to them during the Company's most
recent fiscal year.





Code
of Business Conduct and Code of Ethics





Our Board
of Directors has not adopted a Code of Business Conduct and Ethics.





Item 12. Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder
Matters





Securities
Authorized for Issuance under Equity Compensation Plans





This
section is not applicable.





Security
Ownership of Certain Beneficial Owners and Management





The
following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of the date of this Annual Report by (i) each
Named Executive Officer, (ii) each member of our Board of Directors, (iii) each
person deemed to be the beneficial owner of more than five percent (5%) of any
class of our common stock, and (iv) all of our executive officers and directors
as a group. Unless otherwise indicated, each person named in the following table
is assumed to have sole voting power and investment power with respect to all
shares of our common stock listed as owned by such person. The address of each
person is deemed to be the address of the issuer unless otherwise
noted.








Title of Class
            Name of
              Beneficial Owner
            
            Amount and Nature
              of Beneficial Owner
            
            
            Percent of Class(1)Common
      Stock
            Guillermo
      Pina
            
            
            2,000,000
            
            
            
            93.02%Common
      Stock
            President,
      CEO and Director
              
              Nevada
      Business Development Corporation
            
            
            150,000
            
            
            
            6.98%





(1)
            The
      percentage of common stock held by each listed person is based on
      2,150,000 shares of common stock issued and outstanding as of the
      date of this Annual Report. Pursuant to Rule 13d-3 promulgated under the
      Exchange Act, any securities not outstanding which are subject to
      warrants, rights or conversion privileges exercisable within 60 days are
      deemed to be outstanding for purposes of computing the percentage of
      outstanding securities of the class owned by such person but are not
      deemed to be outstanding for the purposes of computing the percentage of
      any other person.








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





Transactions
with Related Persons





There
have been no transactions or any currently proposed transaction, in which the
registrant was or is to be a participant and in which any related person had or
will have a direct or indirect material interest.





Promoters
and Certain Control Persons





The
Company has not utilized the services of a promoter at any time. The only
control person is the founder and sole officer and director, Guillermo
Pina.





Director
Independence





The OTCBB
to which we are attempting to have our shares of common stock quoted does not
have any director independence requirements. In determining whether our
directors are independent, we refer to NASDAQ Stock Market Rule 4200(a)(15).
Based on those widely-accepted criteria, we have determined that our Directors
are not independent at this time.





No member
of management is or will be required by us to work on a full time basis,
although our president currently devotes fulltime to us. Accordingly, certain
conflicts of interest may arise between us and our officer(s) and director(s) in
that they may have other business interests in the future to which they devote
their attention, and they may be expected to continue to do so although
management time must also be devoted to our business. As a result, conflicts of
interest may arise that can be resolved only through their exercise of such
judgment as is consistent with each officer's understanding of his/her fiduciary
duties to us.





The
Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the
SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a
result of Sarbanes-Oxley, require the implementation of various measures
relating to corporate governance. These measures are designed to enhance the
integrity of corporate management and the securities markets and apply to
securities that are listed on those exchanges or the Nasdaq Stock Market.
Because we are not presently required to comply with many of the corporate
governance provisions and because we chose to avoid incurring the substantial
additional costs associated with such compliance any sooner than legally
required, we have not yet adopted these measures.


Because
none of our directors are independent directors, we do not currently have
independent audit or compensation committees. As a result, these directors have
the ability, among other things, to determine their own level of compensation.
Until we comply with such corporate governance measures, regardless of whether
such compliance is required, the absence of such standards of corporate
governance may leave our stockholders without protections against interested
director transactions, conflicts of interest, if any, and similar matters and
investors may be reluctant to provide us with funds necessary to expand our
operations.





We intend
to comply with all corporate governance measures relating to director
independence as and when required. However, we may find it very difficult or be
unable to attract and retain qualified officers, directors and members of board
committees required to provide for our effective management as a result of
Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has
resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may make
it more costly or deter qualified individuals from accepting these
roles.





Item 14. Principal Accountant Fees
and Services





(1)
Audit Fees





The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our quarterly
reports or services that are normally provided by the accountant in
connection with statutory and regulatory filings or engagements for those fiscal
years were:





2009
            $
            3,500
            Offices
      of Arshad M. Farooq2008
            $
            0





(2)
Audit-Related Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph:





2009
            $
            02008
            $
            0





(3)
Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning were:





2009
            $
            02008
            $
            0





(4)
All Other Fees





The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2009
            $
            02008
            $
            0





The
percentage of hours expended on the principal accountant’s engagement to audit
our financial statements for the most recent fiscal year ended December 31, 2009
that were attributed to work performed by persons other than the principal
accountant’s full time permanent employees was 0%.





PART
IV





Item 15.Exhibits and Financial
Statement Schedules





(a)(1)  Financial
Statements





The
following is a list of the Financial Statements required to be filed and
included in Item 8 of Part II of this report:





Financial Statements and
      Schedules
            PageReport
      of Independent Registered Public Accounting Firm
            15Consolidated
      Balance Sheets as of December 31, 2009 and 2008
            16Statements
      of Operations for the Years Ended December 31, 2009 and December 31,
      2008
            17Statements
      of Stockholders' Equity for the Years Ended December 31, 2009 and December
      31, 2008
            18Statements
      of Cash Flows for the Year Ended December 31, 2009 and December 31,
      2008
            19Notes
      to Financial Statements
            20


(a)(2)  Financial
Statement Schedules





Schedules
not included herein are omitted because they are inapplicable, not required or
because the required information is provided in the financial statements and
notes thereto.





(a)(3)  Exhibits





Exhibit
            Description31.1
            Certification
      of the Principal Executive Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200231.2
            Certification
      of the Principal Financial Officer pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Principal Executive Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 200232.2
            Certification
      of Principal Financial Officer pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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.





WPS,
      INC.Dated:
      March 29, 2010
            By:
            /s/ Guillermo PinaGuillermo
      PinaPresident,
      CEO and Director
              (Principal
      Executive Officer
              and
      Principal Financial Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





/s/ Guillermo Pina
            
            March
      29, 2010Guillermo
      PinaPrincipal
      Executive Officer/s/ Guillermo Pina
            
            March
      29, 2010Guillermo
      PinaPrincipal
      Financial Officer/s/ Guillermo Pina
            
            March
      29, 2010Guillermo
      PinaPrincipal
      Accounting Officer/s/ Guillermo Pina
            
            March
      29, 2010Guillermo
      PinaDirector