8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): December 31, 2011

U.S. Wireless Online, Inc.

(Exact name of registrant as specified in its charter)

Wyoming	333-61424	82-0505220
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

1621 Central Ave., Cheyenne, WY, 82001

(Address of Principal Executive Officers) (Zip Code)

Registrant's telephone number, including area code: 647-426-1640

________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 - Financial Information

2.02     Results of Operations and Financial Condition

U.S. Wireless Online, Inc., (The “Company”) has voluntarily disclosed unaudited financials for the following:

Year End December 31, 2011

Year End December 31, 2012

The limited financial statements are strictly for informational purposes and should be viewed in conjunction with other available information about the Company. The Company has not consulted with any Public Company Accounting Oversight Board approved auditors, nor with any accountants regarding either the application of accounting principles to any to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and neither a written report or oral advice was provided to the Company by any auditors or accountants that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue.

 The Company filed Form 15 on March 3, 2010, in accordance with Rule 12g-4(a)(2) of the Securities Exchange Act of 1934. Under Rule 12g-4(a)(2), the Company is not required to file quarterly or annual reports.

Section 9 - Financial Statements and Exhibits

9.01     Financial Statements and Exhibits

No. Exhibit

99.1	December 31, 2011 Year End Financial Statement
99.2	December 31, 2012 Year End Financial Statement

2

SIGNATURES

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

Dated: September 17, 2013	By: /s/
		Rajesh Babaria, CEO

3

EX-99.1

Exhibit 99.1

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED BALANCE SHEET

Year End December 31, 2011

(Unaudited)

BALANCE SHEET

ASSETS

CURRENT ASSETS
Cash	$	–
Accounts Receivable		–
Other Receivable		–
Inventory		–
Prepaid Accounts		–
		–
LONG TERM EQUITY INVESTMENT		–
FIXED ASSETS – NBV		155,200.00
INTANGIBLE ASSETS – NBV		19,998.00
	$	175,198.00
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities	$	11,500.00
Other Payables		396,500.00
Taxes Payable		–
	$	408,000
LONG TERM LIABILITIES -		–
		408,000.00
SHAREHOLDERS' EQUITY
CAPITAL STOCK
Common Stock, authorized shares 100,000,000
Issued and outstanding - 5,06,5205 @ PV $.001		5,065
Preferred Stock-25,000 @ PV .001
Issued and outstanding - 1,000,000 @ PV $.001		1,000
Additional Paid In Capital		2,049,756
Deficit		(2,288,623.00	)
		(232,802.00	)
	$	(175,198.00	)

1

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

 Year End December 31, 2011

(Unaudited)

CASH FLOWS
Cash flows from operating activities
Profit/Loss from operations	$	(241,527.00	)
Adjustments to cash flows from operating activites:
Amortization of goodwill
Depreciation of fixed assets		–
Cash flows from operating activities	$	(241,527.00	)
Cash flows from investing activities:
Capital expenditures		175,198
Investment in inventory
Increase in accounts receivable		–
Decrease in prepaid expenses		–
Cash used in investing activities	$	175,198.00
Cash flows from financing activities:
Increase in accounts payable and accrued liabilities		11,500.00
Increase in paid-in-capital		8,725.00
Increase in loans payable		396,500.00
Issuance of capital stock		–
Cash Used For financing activities	$	416,725.00
Net increase (decrease) in cash		–
Cash at beginning of period		–
Cash at end of period	$	–

2

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED STATEMENT OF EARNINGS AND RETAINED EARNINGS

 Year End December 31, 2011

(Unaudited)

EARNINGS
REVENUE
Sales	$	–
		–
TOTAL SALES		–
COST OF SALES
Cost of Sales		–
TOTAL COST OF SALES		–
GROSS PROFIT		–
OPERATING EXPENSES
Administrative Expense		235,027.00
Selling Expense		6,400.00
		(241,527.00	)
OTHER INCOME & EXPENSES		–
PROFIT (LOSS)		(241,527	)
NET PROFIT (LOSS)		0
		-241527
Deficit - Beginning of period		-2047906
Deficit - End of period		-2288623

3

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY

Year End December 31, 2011

(Unaudited)

	Preferred		Stock		Common		Stock & PUC
	Shares		Amount		Shares		Amount		R/E			Total
Openning Bal		1,000,000	$	1,000		1,862,096,640	$	1,861,997	$	(2,047,896.00	)	$	(185,099	)
Issuance of stk						1,857,031,435		192,824					192,824
Capital Paid In								–
								–		–			–
Net Profit/Loss									$	(241,527	)	$	(241,527	)
Bal June 2010		1,000,000	$	1,000		5,065,205		2,054,821	$	–2,288,623		$	(232,802	)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS ISSUES

The company was administratively abandoned and reinstated in March 2010 through a court appointed guardian - custodian.

On May 14, 2010, the company announced that it had completed its merger with Go Green Electronic Recycling, a US based recycling company.

In September 2011, Go Green Electronics, in agreement with U.S. Wireless Online, Inc. rescinded its merger agreement and returned to private company status.

The company is reviewing its current merger candidates.

Signed

Rajesh Babaria, CEO

4

EX-99.2

Exhibit 99.2

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED BALANCE SHEET

Year End December 31, 2012

(Unaudited)

BALANCE SHEET

ASSETS

CURRENT ASSETS
Cash	$	–
Accounts Receivable		–
Other Receivable		–
Inventory		–
Prepaid Accounts		–
		–
LONG TERM EQUITY INVESTMENT		–
FIXED ASSETS – NBV		155,200.00
INTANGIBLE ASSETS – NBV		19,998.00
	$	175,198.00
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities	$	11,500.00
Other Payables		396,500.00
Taxes Payable		–
	$	408,000
LONG TERM LIABILITIES -		–
		408,000.00
SHAREHOLDERS' EQUITY
CAPITAL STOCK
Common Stock, authorized shares 100,000,000
Issued and outstanding - 5,06,5205 @ PV $.001		5,065
Preferred Stock-25,000 @ PV .001
Issued and outstanding - 1,000,000 @ PV $.001		1,000
Additional Paid In Capital		2,049,756
Deficit		(2,288,623.00	)
		(232,802.00	)
	$	(175,198.00	)

1

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED STATEMENT OF EARNINGS AND RETAINED EARNINGS

 Year End December 31, 2012

(Unaudited)

EARNINGS
REVENUE
Sales	$	–
		–
TOTAL SALES		–
COST OF SALES
Cost of Sales		–
TOTAL COST OF SALES		–
GROSS PROFIT		–
OPERATING EXPENSES
Administrative Expense		148,125.00
Selling Expense		2,000.00
		(150,125.00	)
OTHER INCOME & EXPENSES		–
PROFIT (LOSS)		(150,125	)
NET PROFIT (LOSS)		0
		150125
Deficit - Beginning of period		2288623
Deficit - End of period		2438728

2

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

 Year End December 31, 2012

(Unaudited)

CASH FLOWS
Cash flows from operating activities
Profit/Loss from operations	$	(150,125.00	)
Adjustments to cash flows from operating activites:
Amortization of goodwill
Depreciation of fixed assets		–
Cash flows from operating activities	$	(150,125.00	)
Cash flows from investing activities:
Capital expenditures		53,527
Investment in inventory
Increase in accounts receivable		–
Decrease in prepaid expenses		–
Cash used in investing activities	$	53,527.00
Cash flows from financing activities:
Increase in accounts payable and accrued liabilities		2,250.00
Increase in paid-in-capital		11,252.00
Increase in loans payable		190,150.00
Issuance of capital stock		–
Cash Used For financing activities	$	203,652.00
Net increase (decrease) in cash		–
Cash at beginning of period		–
Cash at end of period	$	–

3

U.S. WIRELESS ONLINE, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY

Year End December 31, 2012

(Unaudited)

	Preferred		Stock		Common		Stock & PUC
	Shares		Amount		Shares		Amount		R/E			Total
Openning Bal		1,000,000	$	1,000		5,065,205	$	2,054,821	$	(2,288,623.00	)	$	(202,832	)
Issuance of stk						94,000,000		11,725					11,725
Capital Paid In								–
								–		–			–
Net Profit/Loss									$	(150,125	)	$	(150,125	)
Bal June 2010		1,000,000	$	1,000		99,065,205		2,066,546	$	–2,438,748		$	(341,232	)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS ISSUES

The company was administratively abandoned and reinstated in March 2010 through a court appointed guardian - custodian.

On May 14, 2010, the company announced that it had completed its merger with Go Green Electronic Recycling, a US based recycling company.

In September 2011, Go Green Electronics, in agreement with U.S. Wireless Online, Inc. rescinded its merger agreement and returned to private company status.

The company is reviewing its current merger candidates.

Signed

Rajesh Babaria, CEO

4