S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Wise Sales, Inc.
(Name of small business issuer in its charter)
Nevada	7938	26-3386352
(State or jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

4701 Washington Ave., Suite 210

Racine, Wisconsin 53406

(262) 886- 6328

(Address and telephone number of registrant’s principal offices)

Brandon G. O’Bryon

N95 W16075 Richfield Way, Suite 3

Menomonee Falls, Wisconsin 53501

Telephone (262) 293-2128

 (Name, address and telephone number of registrant’s agent for service)

Copies To:

Joseph Lambert Pittera, Esq.

Law Office of Joseph Lambert Pittera, Esq.

2214 Torrance Boulevard, Suite 101

Torrance, California 90501

Telephone: (310) 328-3588

Facsimile Number: (310) 328-3063

(Name, address and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company x

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CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
		Maximum	Maximum
	Amount to	Offering	Aggregate	Amount of
Title of Each Class of Security	be registered	Price per	Offering Price	Registration
to be Registered	(1)	Share ($)	($)(2)	Fee ($)

Common stock, par value $.001 3,000,000 $ 0.01 $ 30,000 $ 1.67

1) 3,000,000 shares are being offered by a direct offering at a price of $.01 per share.

2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457 of the Securities Act, based upon the fixed price of the direct offering.

The Registrant herby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

2

 PROSPECTUS

WISE SALES, INC.

3,000,000 Shares of Common Stock

$.01 per share

$30,000 Maximum Offering

Wise Sales, Inc. (“Company”) is offering on a best-efforts basis a maximum of 3,000,000 shares of its common stock at a price of $.01 per share. This is the initial offering of Wise Sales, Inc and no public market exists for the securities being offered. The Company is offering the shares on a self-underwritten, “best efforts,” all or none basis directly through our officer and director. The shares will be offered at a fixed price of $.01 per share for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of shares that are required to be purchased. Kurt Wise, the sole officer and director of Wise Sales, Inc., intends to sell the shares directly. No commissions or other compensation related to the sale of the shares will be paid to our officer and director. The intended methods of communication include, without limitation, telephone, and personal contact. For more information, see the section titled “Plan of Distribution” and “Use of Proceeds’ herein.

The proceeds from the sale of the shares in this offering will be payable to Law Offices of Joseph L. Pittera, Esq., Ltd., Escrow Agent f/b/o Wise Sales, Inc. A Trust Account will hold all of the subscription funds pending placement of the entire offering. This offering is on a best effort, all-or-none basis, meaning if all shares are not sold and the total offering amount is not deposited by the expiration of the offering, all monies will be returned to investors, without interest or deduction.

The officer and director of the issuer and any affiliated party thereof will not participate in this offering.

The offering shall terminate on the earlier of (i) the date when the sale of all 3,000,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus. Wise Sales, Inc. will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.

Wise Sales, Inc. is a development stage start-up, and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a complete loss of your investment.

BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY, THE RISK FACTORS SECTION, BEGINNING ON PAGE 8.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES DIVISION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Prior to this offering, there has been no public market for Wise Sales, Inc.’s common stock.

					Underwriting Discounts		Proceeds to
	Number of Shares		Offering Price		and Commissions		the Company
Minimum		1	$	0.01	$	-	$	0.01
Maximum		3,000,000	$	0.01	$	-	$	30,000

The information in this prospectus is not complete and may be changed. Wise Sales, Inc. may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Wise Sales, Inc. does not plan to use this offering prospectus before the effective date.

Subject to Completion, Dated __________, 2009

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TABLE OF CONTENTS

PAGE

SUMMARY OF PROSPECTUS	6
General Information about Our Company	6
The Offering	6
RISK FACTORS	8
RISKS ASSOCIATED WITH OUR COMPANY	8
RISKS ASSOCIATED WITH THIS OFFERING	11
USE OF PROCEEDS	14
DETERMINATION OF OFFERING PRICE	14
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES	15
PLAN OF DISTRIBUTION	15
Offering will be Sold by Our Officer and Director	15
Terms of the Offering	16
Deposit of Offering Proceeds	16
Procedures for and Requirements for Subscribing	16
DESCRIPTION OF SECURITIES	17
INTEREST OF NAMED EXPERT AND COUNSEL	17
DESCRIPTION OF OUR BUSINESS	17
General Information	17
Industry Background	18
Principal Products and their Markets	18
Distribution Methods	20
Status of Any Publicly Announced Products	20
Competition	20
Sources and Availability of Products	20
Dependence on One of a Few Major Customers	20
Patents and Trademarks	21
Need for Any Government Approval of Principal Products	21
Government and Industry Regulation	21
Research and Development Activities	21
Environmental Laws	21
Employees and Employment Agreements	21
DESCRIPTION OF PROPERTY	22
LEGAL PROCEEDINGS	22
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION	24
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	25
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON	26
EXECUTIVE COMPENSATION	27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	29
INDEMNIFICATION	29
AVAILABLE INFORMATION	30

4

WISE SALES, INC.

4701 WASHINGTON AVE, SUITE 210

RACINE, WISCONSIN 53406

Telephone (262) 886-6328

SUMMARY OF PROSPECTUS

You should read the following summary together with the more detailed business information, financial statements and related notes that appear elsewhere in this prospectus. In this prospectus, unless the context otherwise denotes, references to “we,” “us,” “our” and “Company” refer to Wise Sales, Inc.

General Information About the Company

Wise Sales, Inc. was incorporated on September 10, 2008 pursuant to the laws of the State Nevada. The Company will recruit experienced sales personnel for the purpose of developing an independent sales representation organization to sell Internet-based revenue generating promotional programs and merchant processing services to small and medium sized businesses on behalf of clients that may include Wise Savings, LLC (“Wise Savings”) and Wise Exchange, LLC (“Wise Exchange”). Wise Savings and Wise Exchange (collectively, the “Affiliates”) are affiliated with the Company through common ownership and management. See ‘’Relationship with Wise Savings, LLC and Wise Exchange, LLC.”

The Company will generate revenue from three primary sources. It will receive a fixed commission for each business and individual consumer that it recruits for the programs administered by its clients. It will also receive a percentage of the revenues generated by its clients from the transactions executed with the businesses and consumers that were recruited by the Company. It will receive a fixed commission for each business that converts its merchant processing services to the services offered by Wise Savings.

Wise Sales, Inc. is a development stage company that has not yet significantly commenced its planned operations. The operations of the Company to date have been devoted primarily to start-up and development activities, which include the following:

1) Formation of the Company;

2) Development of the Wise Sales, Inc. business plan;

3) Entered into a non-exclusive sales representation agreements with Wise Savings; and

4) Begun the process of identifying sales personnel for recruitment by the Company.

Wise Sales, Inc. is attempting to become operational and anticipates that it will begin generating revenue in approximately six months following the placement of our offering. In order to generate revenues, Wise Sales, Inc. must address the following areas:

1) Finalize and implement our marketing plan. The Company must recruit clients to represent and develop marketing plans to promote and support the sale of its client’s programs and services.

2) Develop an independent sales representation organization. The Company must recruit and train qualified sales personnel for its organization. It must develop a supervisory staff to manage its sales organization.

3) Develop an administrative infrastructure to support the Company’s sales activities. The Company must recruit qualified administrative personnel to support its sales organization.

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SUMMARY OF PROSPECTUS - continued

General Information About the Company - continued

The Company believes that raising $30,000 through the sale of common equity is sufficient for the Company to become operational and sustain operations for the next twelve (12) months. The capital to be raised has been budgeted to establish our infrastructure and become a fully reporting company. We believe that the recurring revenue generated from commissions will be sufficient to support ongoing operations. Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed our estimates or that the cash flow from our revenue sources will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

Wise Sales, Inc. currently has one officer and director. This individual allocates time and personal resources to Wise Sales, Inc. on a part-time basis and devotes approximately 10 hours per week to the Company.

As of the date of this prospectus,, Wise Sales, Inc. has 6,000,000 shares of $.001 par value common stock issued and outstanding.

Our principal and executive offices are located at 4701 Washington Avenue, Suite 210, Racine, Wisconsin 53406. The office space has been provided rent fee by Wise Savings, one of our Affiliates.

Wise Sales, Inc.’s fiscal year end is December 31.

THE OFFERING

Following is a brief summary of this offering.  Please see the “Plan of Distribution” section for a more detailed description of the terms of the offering.

Securities Being Offered:	3,000,000 shares of common stock, par value $0.01.
Offering Price per Share:	$.01

Offering Period: The shares are being offered for a period not to exceed 180 days. In the event we do not sell all of the shares before the expiration date of the offering, all funds raised will be promptly returned to the investors, without interest or deduction.

Escrow Period:

The proceeds from the sale of the shares in the offering will be payable to “Law Offices of Joseph L. Pittera, Esq., Escrow Agent f/b/o Wise Sales, Inc.” and will be deposited in a non-interest/minimal interest bearing bank account until all offering proceeds are raised. All subscription agreements and checks are irrevocable and should be delivered to Law Offices of Joseph L. Pittera, Esq. Failure to do so will result in checks being returned to the investor who submitted the check. Wise Sales, Inc. trust agent Joseph L. Pittera, Esq. Acts as legal counsel of Wise Sales, Inc. and is therefore not an independent third party.

Net Proceeds to Our Company:

$30,000 maximum.

6

SUMMARY OF PROSPECTUS - continued

THE OFFERING - continued

Use of Proceeds:	We intend to use the proceeds to expand our business operations.
Number of Shares Outstanding Before the Offering:	6,000,000
Number of Shares Outstanding After the Offering:	9,000,000

The offering price of the common stock bears no relationship to any objective criterion of value and has been arbitrarily determined. The price does not bear any relationship to Wise Sales, Inc. assets, book value, historical earnings, or net worth.

Wise Sales, Inc. will apply the proceeds from the offering to pay for accounting fees, legal and professional fees, salaries/contractors, sales and marketing, and general working capital.

The Company has not presently secured an independent stock transfer agent. Wise Sales, Inc. has identified an agent to retain that will facilitate the processing of the certificates upon closing of the offering. Such transfer agent identified is Island Stock Transfer, 100 Second Avenue S., Suite 104N, St. Petersburg, Florida 33701, having a telephone number of (727) 289-0010.

The purchase of the common stock in this offering involves a high degree of risk. The common stock offered in this prospectus is for investment purposes only and currently no market for Wise Sales, Inc. common stock exists. Please refer to the sections herein titled “Risk Factors” and “Dilution” before making an investment in this stock.

SUMMARY FINANCIAL INFORMATION

The following table sets forth summary financial data derived from Wise Sales, Inc. financial statements.

Statements of operations data

For the period from inception (September 10, 2008) to December 31, 2008

	Inception
	(September 10, 2008)
	Through
	December 31, 2008
Revenues	$	-
Operating expenses
Administrative expenses		15,952
Total operating expenses		15,952
Operating loss		(15,952	)
Income tax expense		123
Net operating loss	$	(16,075	)
Basic earnings (loss) per share	$	(0.01	)
Weighted average number of common shares outstanding		1,345,679

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RISK FACTORS

This offering and an investment in our securities involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus, including our financial statements and the notes to those statements, before you purchase any Common Stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, could negatively impact our business, results of operations or financial condition in the future. If any of the following risks and uncertainties develops into actual events, our business, results of operations or financial condition could be adversely affected. In those cases, the trading price of our securities could decline, and you may lose all or part of your investment.

RISKS ASSOCIATED WITH OUR COMPANY

We have a limited operating history that you can use to evaluate us

We were incorporated in Nevada on September 10, 2008. We have no operating history upon which an evaluation of our future success or failure can be made. We have no significant financial resources and we have not generated any revenues. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that are frequently encountered by a small development stage company starting a new business enterprise and the highly competitive environment in which we will operate. We are a start-up company that is attempting to develop an independent sales representation organization for the purpose of selling Internet-based revenue generating promotional programs and services and merchant processing services to small and medium sized businesses on behalf of clients that may include Wise Savings, LLC and Wise Exchange, LLC.

Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to raise the capital necessary to fund our operations, to successfully market our products and to generate revenue.

Our auditor has expressed substantial doubt as to our ability to continue as a going concern

Our independent certified public accountants have included a going concern paragraph in their opinion that expresses substantial doubt about our ability to continue as a going concern, and notes that we have generated no revenues, have an accumulated deficit of $16,075 and have a working capital deficit of $10,075. Our ability to continue as a going concern is dependent upon obtaining additional capital to finance our business plan.

We will require financing to implement our current business strategy, and our inability to obtain such financing could prohibit us form executing our business plan

We will require financing through public or private debt or the sale of equity to implement our current business strategy. Such financing may not be available when needed. Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our capital requirements to implement our business strategy will be significant. Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to execute our plan of operations. No assurance can be given that such funds will be available or, if available, will be on commercially reasonable terms satisfactory to us. There can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.

If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

The loss of key personnel could adversely affect our business; we could face potential labor shortages

The Company’s success will depend largely on the abilities of its senior management, particularly Kurt Wise, the founder, sole director and Chief Executive Officer of the Company. The loss of the services of Mr. Wise or the services of other skilled personnel could have a material adverse effect on the Company’s results of operations and financial condition.

Our success depends, in part, upon our ability to attract, train, motivate and retain a sufficient number of skilled managers, administrative staff, independent sales representatives and customer service personnel necessary for the daily operation of our business. Qualified individuals needed to fill these positions are often in short supply. Additionally, competition for qualified employees and independent contractors could require us to pay higher compensation to attract sufficient personnel, which could result in higher labor costs.  There can be no assurance that the Company will be able to identify, recruit, train, integrate and retain sufficient personnel, and the inability to do so would have a material adverse effect on the Company’s results of operations and financial condition.

8

RISKS ASSOCIATED WITH OUR COMPANY - continued

Control by principal shareholder

Kurt Wise, the founder, sole director and Chief Executive Officer of the Company, currently owns 100% of the outstanding common stock of the Company. Upon completion of the Offering, and assuming that the Company sells the maximum number of common shares being offered, Mr. Wise will own approximately 66.67% of the Company’s voting shares. As a result, Mr. Wise will be able to control the vote on all matters requiring approval by a simple majority of the shareholders of the Company, to elect the entire Board of Directors and, effectively, to control the Company. Mr. Wise’s voting control may discourage transactions involving a change of control of the Company, including transactions in which the shareholders might otherwise receive a premium for their common shares over their purchase price.

Reliance on affiliates

The Company has entered into a non-exclusive sales representation agreement with Wise Savings, LLC and is in the process of negotiating a similar agreement with Wise Exchange, LLC. Both Wise Savings, LLC and Wise Exchange, LLC are affiliated with the Company through common ownership and management. Kurt Wise, the founder, controlling shareholder, sole director and Chief Executive Officer of the Company, is also the founder, controlling shareholder sole director and Chief Executive Officer of Wise Savings, LLC and Wise Exchange, LLC. Additionally, the Company may outsource certain service from, and share personnel with, its affiliates. Although we anticipate that our dealings with our affiliates will be no different than if we were dealing with unaffiliated third parties, Mr. Wise is in a position to direct the affairs of the three companies in a manner that may favor our affiliates and adversely affect the operating results and financial condition of the Company.

We will be substantially dependent on our independent sales representative network

Our success will be dependent upon our ability to create, expand, retain and enhance our independent sales representative network. We will rely on this network to market our services, enroll new businesses and consumer organizations and train those businesses and consumer organization in the use of our client’s programs and services. We cannot assure you that the market for the products and services of our clients will develop as expected. If our industry does not grow, becomes saturated with competitors, if our products and services do not achieve market acceptance, or if our independent sales representatives are unsuccessful in enrolling new businesses and consumers to equalize the attrition of businesses and consumers who cease using our client’s programs and services, the overall share of the markets serviced by our clients could be reduced, and consequently our operating results and financial condition may be materially and adversely affected.

Competition

The market for interactive marketing services and advertising is very fragmented, rapidly evolving and intensely competitive. The technological barriers to entry in the market are low and current and potential competitors can launch new web sites and services at a relatively low cost. The Company’s ability to compete depends on many factors, both within and beyond the control of the Company. These factors include brand recognition and credibility, customer retention, the pricing of our services, the breath of our product offerings, the frequency of use and consumer response rates, the performance of our clients, the technological experience of our customers and consumers and the general demand for online marketing services. The Company will compete with national, regional and local entities that have greater financial strength and resources than the Company.

Interruptions to our systems, or the systems of our clients, that impair customer access to our websites, would damage our reputations and brands and substantially harm our business and results of operations

The satisfactory performance, reliability and availability of our website, and the websites of our clients, transaction processing systems and network infrastructure are critical to our reputation and our ability to attract and retain customers, and to maintain adequate customer service levels. Any systems interruptions or downtime or technical difficulties that result in the unavailability of our websites or reduce order fulfillment performance could result in negative publicity, damage our reputation and brands and cause our business and results of operations to suffer. We may be susceptible to such disruptions. We may also experience temporary system interruptions for a variety of other reasons, including power failures, failures of Internet service and telecommunication providers, software or human errors or an overwhelming number of visitors trying to reach our websites during periods of strong seasonal demand or promotions. Because we will be dependent in part on third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all.

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RISKS ASSOCIATED WITH OUR COMPANY - continued

Our business depends on continued and unimpeded access to the Internet

Our customers will rely on the Internet to access the products and services provided by the Company and its clients. Incumbent telephone companies, cable companies, mobile communications companies, and large Internet service providers provide that access. Some of these providers could degrade, disrupt, or increase the cost of member’s access to our services by restricting or prohibiting the use of their lines for our offerings, by filtering, blocking or delaying the packets containing the data associated with our services, or by charging increased fees to us or our members for use of their lines to provide our offerings. These activities are technically feasible and may be permitted in the U.S. after recent regulatory changes, including recent decisions by the U.S. Supreme Court and Federal Communications Commission.

In addition, Internet service providers could attempt to charge us each time our members use our offerings, or could charge us for delivery of email to our members. Worldwide, a number of companies have announced plans to take such actions or are selling products designed to facilitate such actions. Interference with our offerings or higher charges for access to our offerings, whether paid by us or by our members, could cause us to lose future members, impair our ability to attract new members, and harm our revenue and growth.

Our failure to address risks associated with payment methods, credit card fraud and other consumer fraud could damage our reputation and brands and may cause our business and results of operations to suffer

Under current credit card practices, we are liable for fraudulent credit card transactions because we do not obtain a cardholder’s signature. We do not currently carry insurance against this risk and may face the risk of significant losses from this type as we expand. Our failure to adequately control fraudulent credit card transactions could damage our reputation and brand and substantially harm our business and results of operations. Additionally, for certain payment transactions, including credit and debit cards, we pay interchange and other fees, which may increase over time and raise our operating costs and lower our operating margins.

Government regulation of the Internet and e-commerce is evolving and unfavorable changes could substantially harm our business and results of operations.

We are not currently subject to direct federal, state or local regulation, other than regulations applicable to businesses generally, that are directly applicable to retailing and online commerce. However, as the Internet becomes increasingly popular, it is possible that laws and regulations may be adopted with respect to the Internet, which may impede the growth of the Internet or other online services. These regulations and laws may cover issues such as taxation, advertising, intellectual property rights, freedom of expression, pricing, restrictions on imports and exports, customs, tariffs, information security, privacy, data protection, content, distribution, electronic contracts and other communications, the provision of online payment services, broadband residential Internet access and the characteristics and quality of products and services. Further, the growth of online commerce may prompt calls for more stringent consumer protection laws. Several states have proposed legislation to limit the uses of personal user information gathered online or require online companies to establish privacy policies. The Federal Trade Commission has also initiated action against at least one online company regarding the manner in which personal information is collected from users and provided to third parties. The adoption of additional privacy or consumer protection laws could create uncertainty in Internet usage and reduce the demand for our products and services.

We are not certain how our business may be affected by the application of existing laws governing issues such as property ownership, copyrights, personal property, encryption and other intellectual property issues, taxation, libel, obscenity, qualification to do business and export or import matters. The vast majority of these laws were adopted prior to the advent of the Internet. As a result, they do not contemplate or address the unique issues of the Internet and related technologies. Changes in laws intended to address these issues could create uncertainty for those conducting online commerce. This uncertainty could reduce demand for our products and services or increase the cost of doing business as a result of litigation costs and may substantially harm our business and results of operations.

Our failure to protect the confidential information of our customers and our network against security breaches could damage our reputation and substantially harm our business and results of operations 

A significant barrier to online commerce and communications is the secure transmission of confidential information over public networks. Our failure to prevent these security breaches could damage our reputation and brand and substantially harm our business and results of operations. We anticipate that a majority of the transactions executed by our customers will be billed to their credit card accounts directly. We will rely on encryption and authentication technology that is licensed by our clients from third parties to effect secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, human errors, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the technology used by us to protect customer transaction data. In addition, any party who is able to illicitly obtain a user’s password could access the customer’s transaction data. An increasing number of websites and Internet companies have reported breaches of their security. Any such compromise of our security could damage our reputation, business and brand and expose us to a risk of loss or litigation and possible liability, which would substantially harm our business, and results of operations. In addition, anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations, damage our computers or those of our users, or otherwise damage our reputation and business. These issues are likely to become more difficult as we expand our operations. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

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RISKS ASSOCIATED WITH OUR COMPANY - continued

We will depend on the continued growth of online commerce and communications

The business of conducting transactions over the Internet is dynamic and relatively new. Concerns about fraud, privacy, and other problems may discourage additional consumers from adopting the Internet as a medium of commerce. In order to attract and expand our customer base, we must appeal to and acquire businesses and consumers who historically may have used more traditional means of commerce to utilize services similar to ours. If we are unable to attract a sufficient number of businesses and consumers that will allow us to gain efficiencies in our operating costs, our business could be adversely impacted.

We are subject to intellectual property and other litigation

Third parties may claim that we have infringed their intellectual property rights. We may also become more vulnerable to third-party claims when laws such as the Digital Millennium Copyright Act, the Lanham Act and the Communications Decency Act are interpreted by the courts, and as we expand \geographically into jurisdictions where the underlying laws with respect to the potential liability of online intermediaries like ourselves are either unclear or less favorable. These claims, whether meritorious or not, could be time consuming and costly to resolve, cause service upgrade delays, require expensive changes in our methods of doing business, or could require us to enter into costly royalty or licensing agreements.

From time to time, we may become involved in other disputes or regulatory inquiries that arise in the ordinary course of business. The number and significance of these disputes and inquiries will increase as our business expands and our company grows larger. Any claims or regulatory actions against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time, and result in the diversion of significant operational resources. A judgment significantly in excess of our insurance coverage for any claims could have a material and negative impact upon our financial condition and results of operations.

If the Company was found to be subject to or in violation of any U.S. laws or regulations governing banking, money transmission, or electronic funds transfers, it could be subject to liability and forced to change their business practices

A number of U.S. states have enacted legislation regulating money transmitters. The status of the Company as a money transmitter, and its potential regulatory obligations, are uncertain, and to date the Company has not obtained any licenses in the states in which it will have operations. If in the future it is determined that the Company must obtain licenses as a licensed money transmitter, it would be subject to bonding requirements, restrictions on its investment of customer funds, reporting requirements, and inspection by state regulatory agencies. If the Company was found to be in violation of money services laws or regulations, it could be subject to liability, forced to cease doing business with residents of certain states, or forced to change its business practices. Any change to the business practices of the Company that makes the service less attractive to customers or prohibits its use by residents of a particular jurisdiction could harm its business. Even if the Company is not forced to change its business practices, it could be required to obtain additional licenses or regulatory approvals that could impose a substantial cost on the Company.

RISKS ASSOCIATED WITH THIS OFFERING

There is no current trading market for our securities and if a trading market does not develop, purchasers of our securities may have difficulty selling their shares

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to apply for admission to quotation of our securities on the NASD OTC Bulletin Board after this prospectus is declared effective by the SEC. If for any reason our common stock is not quoted on the OTC Bulletin Board or a public trading market does not otherwise develop, purchasers of the shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

State securities laws may limit secondary trading, which may restrict the states in which, and conditions under which you can, sell the Common shares offered by this prospectus

Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.

11

RISKS ASSOCIATED WITH THIS OFFERING - continued

Our common shares are subject to the "Penny Stock" rules of the SEC and the trading market in our securities may be limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

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 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 shares 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.

We may, in the future, issue additional common shares, which would reduce investors' percent of ownership and may dilute our share value

Our corporate charter authorizes us to issuance 1,000,000,000 shares of common stock. The future issuance of all or part of our remaining authorized but currently unissued common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might cause the price of our common stock to decline.

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

12

RISKS ASSOCIATED WITH THIS OFFERING - continued

There is limited liquidity on the OTC Bulletin Board, which may impact your ability to sell your shares

We plan to apply for listing of our shares on the OTC Bulletin Board. However, merely because a security is listed on the OTC Bulletin Board does not guaranty that there will be any trading volume in our shares. When fewer shares of a security are traded on the OTC Bulletin Board, price volatility may increase and price movement may outpace the ability of the OTC Bulletin Board to deliver accurate quote information. If there is low trading volume in our common stock, there may be a lower likelihood of orders for shares of our common stock being executed, and current prices may differ significantly from prices quoted by the OTC Bulletin Board at the time of order entry.

There may be a greater risk of fraud on the OTC Bulletin Board

OTC Bulletin Board securities are frequently targets for fraud or market manipulation because they are not regulated as closely as securities listed on exchanges. Dealers may dominate the market and set prices that are not based on competitive forces. Individuals or groups may create fraudulent markets and control the sudden, sharp increase of price and trading volume and the equally sudden collapse of market prices. While there is regulation of the OTC Bulletin Board, it is not as comprehensive as the regulation of the listed exchange or NASDAQ. If our shares are listed on the OTC Bulletin Board and this should occur, the value of an investment in our common stock could decline significantly.

It can be difficult to edit or cancel orders on the OTC Bulletin Board, which may impair your ability to sell our common stock at a favorable price

Orders for OTC Bulletin Board securities may be canceled or edited like orders for other securities. All requests to change or cancel an order must be submitted to, received and processed by the OTC Bulletin Board. Due to the manual order processing involved in handling OTC Bulletin Board trades, order processing and reporting may be delayed. As a result, it may not be possible to edit orders. Consequently, it may not be possible to sell our common stock at a favorable price.

Increased dealer compensation could adversely affect the price of our common stock

If our shares are listed on the OTC Bulletin Board, the dealer's spread (the difference between the bid and ask prices) may be larger than that for shares traded on an exchange, and may result in substantial losses to the seller of shares of our common stock on the OTC Bulletin Board if such stock must be sold immediately. Further, purchasers of our shares of common stock may incur an immediate "paper" loss due to the price spread. Moreover, dealers trading on the OTC Bulletin Board may not have a bid price for shares of our common stock on the OTC Bulletin Board due to the foregoing demand for the shares of our common stock on the OTC Bulletin Board may be decreased or eliminated.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for historical facts, the statements in this prospectus are forward-looking statements. Forward-looking statements are merely our current predictions of future events. These statements are inherently uncertain, and actual events could differ materially from our predictions. Important factors that could cause actual events to vary from our predictions include those discussed under the headings "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Business." We assume no obligation to update our forward-looking statements to reflect new information or developments. We urge readers to review carefully the risk factors described in this prospectus and the other documents that we file with the Securities and Exchange Commission. You can read these documents at www.sec.gov.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to reflect any events or circumstances after the date of this prospectus or the date of any applicable prospectus supplement. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements made are reasonable, ultimately we may not achieve such plans, fulfill such intentions or meet such expectations.

We have not authorized any dealer, salesperson or other person to give you any information or to make any representations to you, other than those contained or incorporated by reference in this prospectus, in connection with the offer contained in this prospectus and, if given or made, you should not rely on such information or representations as having been authorized by us.

This prospectus has been prepared based on information provided by us and by other sources that we believe are reliable. In addition, this prospectus summarizes certain documents and other information in a manner we believe to be accurate, but we refer you to the actual documents, if any, for a more complete understanding of the documents that we discuss in this prospectus. In making a decision to invest in our common stock, you must rely on your own examination of our company and the terms of the offering and the common stock, including the merits and risks involved.

We are not making any representation to you regarding the legality of an investment in our common stock by you under any legal investment or similar laws or regulations. You should not consider any information in this prospectus to be legal, business, tax or other advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding an investment in the common stock.

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USE OF PROCEEDS

When all of the shares are sold the gross proceeds from this Offering will be $30,000. We expect to disburse the proceeds from this offering in the priority set forth below, within the first 12 months after successful completion of this Offering.

The Company intends to use the proceeds from this offering a follows:

			Percentage
Application of Proceeds	Amount ($)		of Total
Total Offering Proceeds		30,000		100.00	%
Offering Expenses
Legal and professional fees		6,000		20.00	%
Accounting fees		3,500		11.67	%
Blue-sky fees		1,000		3.33	%
Total Offering Expenses		10,500		35.00	%
Net Proceeds from Offering		19,500		65.00	%
Use of Net Proceeds
Sales and marketing		3,000		10.00	%
Furniture and equipment		2,000		6.67	%
Contractor compensation		2,000		6.67	%
Legal and professional fees		2,000		6.67	%
Salaries		8,000		26.67	%
Working Capital (1)		2,500		8.33	%
Total Use of Net Proceeds		19,500		65.00	%
Total Use of Proceeds		30,000		100.00	%

Note:

(1) The category of Working Capital may include, but is not limited to, postage, telephone services, overnight delivery services and other general operating expenses.  Any line item amounts not expended completely shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations

DETERMINATION OF OFFERING PRICE

The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the Over The Counter Bulletin Board (OTCBB) concurrently with the filing of this prospectus. In order to be quoted on the Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.

In addition, there is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity.

14

DILUTION

The difference between the public offering price per share of common stock and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to investors in this offering. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less our total liabilities, divided by the number of outstanding shares of our common stock.

The level of dilution in this Offering has been increased by the relatively low book value of the Company’s issued and outstanding common stock. This is due in part due to the 6,000,000 shares of common stock that have been issued to the Company’s sole officer and director at $.001 per share. Please refer to the section titled “Certain Transactions”, herein, for more information. As of December 31, 2008, our net tangible book value deficiency was $(10,075), or approximately $(.0017) per share of common stock. After giving effect to the sale of 3,000,000 shares of common stock included in the Offering by this prospectus, our pro forma net tangible book value at December 31, 2008 would have been $19,925 or $.0022 per share, representing an immediate increase in net tangible book value of $.0039 per share to our initial stockholders and an immediate dilution of $.0078 per share or 77.86% to the new investors.

The following table illustrates the dilution to the purchaser of the common stock in this offering:

	Maximum
	Offering
Book value per share before the Offering	$	(0.0017	)
Book value per share after the Offering	$	0.0022
Net increase per share to original shareholder	$	0.0039
Net decrease per share to new shareholders	$	0.0078
Dilution to new shareholders (percentage)		77.86	%

PLAN OF DISTRIBUTION

Offering will be sold by our officer and director

This is a self-underwritten offering. This Registration Statement is part of a Prospectus that permits our officer and director to sell the Common Shares directly to the public, with no commission or other remuneration payable to him for any Common Shares that are sold by him. There are no plans or arrangements to enter into any contracts or agreements to sell the Common Shares with a broker or dealer. Mr. Kurt Wise, our officer and director, intends to offer the Common Shares to friends, family members and business acquaintances. In offering the securities on our behalf, Mr. Wise will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Mr. Wise does not intend to use any mass-advertising methods such as the Internet or print media.

Mr. Wise will register not as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer.

a) Mr. Wise is an officer and director and is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of their participation; and

b) Mr. Wise is an officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

c) Mr. Wise is an officer and director and is not, nor will not be at the time of their participation in the offering, an associated person of a broker-dealer; and

d) Mr. Wise is an officer and director and meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he will (A) primarily perform, or intends primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in connection with transactions in securities; and (B) is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and (C) has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i)  and (a)(4)(iii).

Our officer, director, control person and affiliates of same do not intend to purchase shares in this offering.

15

PLAN OF DISTRIBUTION - continued

Terms of the Offering

The Company is offering on a best-efforts basis a maximum of 3,000,000 shares of its common stock at a price of $0.01 per share. This is the initial offering of Common Stock of Wise Sales, Inc. and no public market exists for the securities being offered. The Company is offering the shares on a “self-underwritten”, best-efforts all or none basis directly through our officer and director. The shares will be offered at a fixed price of $.01 per share for a period not to exceed 180 days from the date of this prospectus. There is no minimum number of shares required to be purchased. This offering is on a best effort, all-or-none basis, meaning if all shares are not sold and the total offering amount is not deposited by the expiration of the offering, all monies will be returned to investors, without interest or deduction. Kurt Wise, the sole officer and director of Wise Sales, Inc., intends to sell the shares directly. No commission or other compensation related to the sale of the shares will be paid to our officer and director. The intended methods of communication include, without limitations, telephone, and personal contact. For more information, see the section titled “Plan of Distribution” and “Use of Proceeds” herein.

The officer and director of the issuer and any affiliated parties thereof will not participate in this offering.

The offering shall terminate on the earlier of (i) the date when the sale of all 3,000,000 shares is completed or (ii) one hundred and eighty (180) days from the date of this prospectus.  Wise Sales, Inc. will not extend the offering period beyond one hundred and eighty (180) days from the effective date of this prospectus.

There can be no assurance that all, or any, of the shares will be sold. As of the date of this Prospectus, The Company has not entered into any agreements or arrangements for the sale of the shares with any broker/dealer or sales agent. However, if the Company were to enter into such arrangements, the Company will file a post effective amendment to disclose those arrangements because any broker/dealer participating in the offering would be acting as an underwriter and would have to be so named in the prospectus.

In order to comply with the applicable securities laws of certain states, the securities may not be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which Wise Sales, Inc. has complied. The purchasers in this offering and in any subsequent trading market must be residents of such states where the shares have been registered or qualified for sale or an exemption from such registration or qualification requirement is available. As of the date of this Prospectus, Wise Sales, Inc. has not identified the specific states where the offering will be sold. Wise Sales, Inc. will file a pre-effective amendment indicating which state(s) the securities are to be sold pursuant to this registration statement.

Deposit of Offering Proceeds

The proceeds from the sale of the shares in this offering will be payable to Law Offices of Joseph L. Pittera, Esq., Escrow Agent f/b/o Spartan Business Services Corporation (“Trust Account”) and will be deposited in a non-interest/minimal interest bearing bank account. All subscription agreements and checks are irrevocable and should be delivered to Law Offices of Joseph L. Pittera, Esq., 2214 Torrance Boulevard, Torrance, California 90501.  Failure to do so will result in checks being returned to the investor, who submitted the check. All subscription funds will be held in the Trust Account pending and no funds shall be released to Wise Sales, Inc. until such a time as the entire offering is sold. If the entire offering is not sold, and proceeds received within one hundred and eighty (180) days of the date of this prospectus, all subscription funds will be returned to investors promptly without interest or deduction of fees. The fee of the Trust Agent is $2,000. (See Exhibit 99(b)).

Procedures and Requirements for Subscription

Prior to the effectiveness of the Registration Statement, the Issuer has not provided potential purchasers of the securities being registered herein with a copy of this prospectus.  Investors can purchase common stock in this offering by completing a Subscription Agreement (attached hereto as Exhibit 99(a)) and sending it together with payment in full to Law Offices of Joseph L. Pittera, Esq., Escrow Agent f/b/o Wise Sales, Inc., 2214 Torrance Boulevard, Torrance, California 90501.  All payments are required in the form of United States currency either by personal check, bank draft, or by cashier’s check. There is no minimum subscription requirement. All subscription agreements and checks are irrevocable. Wise Sales, Inc. reserves the right to either accept or reject any subscription. Any subscription rejected within this 30-day period will be returned to the subscriber within five business days of the rejection date. Furthermore, once a subscription agreement is accepted, it will be executed without reconfirmation to or from the subscriber. Once Wise Sales, Inc. accepts a subscription, the subscriber cannot withdraw it.

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DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock consists of 1,000,000,000 shares of common stock with a par value of $.001 per share. The holders of our common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid and non-assessable and all shares of common stock which re the subject of this offering, when issued, will be fully paid and for assessable. There are presently 6,000,000 common shares issued and outstanding with only one shareholder.

Non-cumulative Voting

The holders of shares of our 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 of our directors. After this offering is completed, the present stockholder will own 66.67% of our outstanding shares and the purchasers in this offering will own 33.33%.

Preemptive Rights

No holder of any shares of Wise Sales, Inc. stock has preemptive or preferential rights to acquire or subscribe for any shares not issued 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.

Dividends

Holders of the common stock our entitled to dividends when, as and if declared by our Board of Directors out of funds legally available therefore. We have never declared or paid any cash dividends and currently do not intend to pay cash dividends in the foreseeable future on our shares of common stock. We intend to retain earnings, if any, to finance the development and expansion of our business. Payment of future dividends on our common stock will be subject to the discretion of our Board of Directors and will be contingent on future earnings, if any, our financial condition, capital requirements, general business conditions and other factors. Therefore, there can be no assurance that any dividends on our common stock will ever be paid.

Reports

After this offering, Wise Sales, Inc. will furnish its shareholders with annul financial reports certified by independent accountants, and may, at its discretion, furnish unaudited quarterly financial reports.

Interest of Named Experts and Counsel

None of the below described experts or counsel have been hired on a contingent basis and none of them will receive a direct or indirect interest in the Company.

The accounting firm of Moore & Associates, Chartered has audited the financial statements for the period from our inception to December 31, 2008 that have been included in this prospectus. We include the financial statements in reliance on their report, given upon their authority as experts in accounting and auditing.

The Law Offices of Joseph L. Pittera, 2214 Torrance Boulevard, Suite 101, Torrance, California 90501, has passed upon the validity of the shares being offered and certain other legal matters and is representing us in connection with this offering.

DESCRIPTION OF BUSINESS

General Information

Wise Sales, Inc. was incorporated on September 10, 2008 pursuant to the laws of the State Nevada. The Company will develop a network of independent sales representatives to sell Internet-based revenue generating promotional programs, advertising and merchant processing services to small and medium sized businesses on behalf of clients that may include Wise Savings, LLC (“Wise Savings”) and Wise Exchange, LLC (“Wise Exchange”). Both Wise Savings and Wise Exchange (collectively, the “Affiliates”) are affiliated with the Company. See ‘’Relationship with Wise Savings, LLC and Wise Exchange, LLC.”

The Company will generate revenue from four primary sources. It will generate commissions through the sale of advertising on behalf on Internet based entities. It will receive a fixed commission for each business and individual consumer it recruits for the Affiliate programs. It will receive a percentage of the revenues generated by its Affiliates from the transactions that are executed on the Affiliate software platforms by the businesses and consumers that were recruited by the Company. It will receive a fixed commission for each business that converts its merchant processing services to the services offered by Wise Savings.

17

DESCRIPTION OF BUSINESS - continued

Industry Background

The Internet has become one of the primary mediums through which people communicate, search, shop, socialize, stay informed on current events and become connected to their local communities. The shift in consumer usage from traditional media sources to the Internet has led advertisers to spend an increasing percentage of their advertising expenditures online. In the December 2008 edition of “Insider’s Report,” Robert Coen estimated that U.S. online advertising revenue will reach $51 billion by 2013, representing 17% of the total advertising expenditures in the U.S., up from the estimated 14% of total advertising expenditures that were spent online in 2008.

One of the key catalysts driving online advertising revenue growth has been the increasing frequency at which consumers are turning to the Internet to find information about local products and services. Every day, millions of consumers search online to find relevant local information about a new restaurant, to compare hotel prices, to look-up a plumber’s phone number or to search for a reputable doctor. The same desire for localized business information that propelled the growth of the multibillion dollar Yellow Pages industry during the twentieth century, is now propelling the growth of the Internet advertising industry.

A recent survey by Piper Jaffray showed that local search was the second-most popular service on the Internet, behind only email and ahead of well-known activities such as downloading music and social networking. In 2008 more than 86% of search engine users searched for local products and services, up from 70% a year earlier. According to “Nielson-Net Ratings 2007” and “Yahoo! The Next Wave of Advertising 2007.” more than 90% of the transactions resulting from these searches are completed offline in local stores. According to Robert Coen, advertisers in local markets were projected to spend more than $85 billion on newspaper, television, radio, Yellow Pages, and other forms of local marketing exposure in 2008. According to forecast issued by Borrell Associates in November 2008 locally targeted online advertising was projected to reach $12.9 billion for 2008, which represents 15% of the total local advertising dollars projected by Coen.

Other trends in Internet based marketing programs include performance-based pricing ad formats, real-time reporting and the targeting capabilities of Internet advertising that provide advertisers with greater control, and an understanding of the return on investment that they receive from their advertising dollars. The Company believes that in the future these trends will command greater budget allocations by advertisers versus the less targeted traditional media.

The Company believes that another key catalyst driving online local advertiser growth is the fact that small and medium sized businesses are increasingly turning to online advertising to reach consumers, and that these businesses are specifically targeting those consumers who are using the Internet to find local products and services, rather than traditional offline informational sources such as the Yellow Pages. The Company believes that there are more than 15 million small businesses in the U.S., but that less than 1 million of these businesses are currently advertising online (SMI, 2008). We believe that those companies that specifically focus on fulfilling the needs of local advertisers, particularly those that can provide full search marketing services and performance based programs that are scaleable, will be well positioned to capture a significant share of the local advertising opportunity.

Principal Products and Their Markets

Wise Savings was incorporated in Wisconsin in 2007 for the purpose of acquiring the assets and technology of Wise Companies, Inc. and Wise Savings, Inc. (the “Predecessors”). Over a four-year period, Wise Savings and its Predecessors have developed a proprietary patent-pending e-commerce software platform that provides a suite of programs for merchants, consumers, manufacturers of retail products, media companies, business associations and trade and barter companies. To date, Wise Savings has focused most of its marketing efforts on recruiting business associations and merchants.

The Wise Savings programs provide small and medium sized merchants with an opportunity to generate incremental revenues, both through their participation in loyalty and rewards programs, and by allowing them to sell credit items, including gift certificates, through their own websites or through websites that are under contract either to the merchants or to Wise Savings. These programs mimic the programs offered by much larger companies, but without the costs associated with developing those programs internally. The Wise Savings platform provides full accountability and real-time tracking capabilities to its customers. Wise Savings also markets its services to consumers independently of its customers, encouraging them to patronize the businesses that the company has under contract by offering rewards for all purchases that are made from each of its contracted businesses. The Wise Savings software platform makes it easy for a consumer to register and use credit cards, debit cards or the Wise Savings Universal Gift Card. Consumers may also purchase gift certificates directly online through the Company’s E-commerce website.

Business Builder Program - Media solutions. Businesses that participate in the Wise Savings Business Builder programs will be able to use their credit items to purchase advertising in traditional media outlets, primarily radio stations and newspapers. The use of credit items to purchase traditional media advertising is similar to purchasing goods and services through barter. In each instance, the business is buying goods and services with a non-cash currency that is valued at retail but redeemed for the value of the cost of goods or services that are represented by the non-cash currency.

18

DESCRIPTION OF BUSINESS - continued

Principal Products and Their Markets - continued

For the media properties, the programs allow a media property to generate incremental revenues from non-traditional sources by promoting a participating merchant without utilizing an advertising spot that would normally be used to generate cash revenue. The media properties direct their listeners or readers to their websites where they are offered an opportunity to purchase gift certificates at discounts up to 50%. The actual purchase is made on the Wise Savings platform, which completes the processing of the transaction and delivers the gift certificate electronically to the purchaser. The subsequent usage of the certificate is tracked by Wise Savings, which will also calculate the revenue split and distribute the appropriate revenue to the merchant, the media property and to Wise Savings. The gift certificates drive business to the merchant, who does not pay cash for the promotional services rendered on its behalf. Instead, the merchant incurs an expense equal to its cost of goods for the face value of each certificate, but only after a customer has redeemed a certificate.

Merchant processing services. The Company will market the merchant processing services offered by Wise Savings. As an incentive to convert to the Wise Savings platform, the services will be offered to businesses at the processor’s cost. Merchant processing contracts generally run for three years and include penalties for early termination. The savings to an individual business from the conversion will more than offset any penalties (which are rarely enforced) associated with the early termination of a contract.

The Wise Savings websites can be found at www.wisesavings.com and www.wisecos.com/

Wise Exchange, LLC

Wise Exchange, a subsidiary of Wise Savings, was incorporated in Wisconsin in 2008 for the purpose of creating an international trade and barter exchange. Barter is the exchange of goods and services without the involvement of cash. Trade exchanges are financial service firms that permit companies and individuals to barter goods and services utilizing an electronic currency known as “trade dollars.” Barter provides a business with an effective means to minimize losses from perishable goods, extend geographic distribution, generate incremental sales, obtain new customers, reduce corporate purchasing costs, enter new markets, decrease U.S. dollar expenditures, reduce surplus inventory levels, take advantage of underutilized capacity, gain trial usage by potential customers, or increase sales and market share.

The trade and barter industry is very fragmented and characterized by small private companies servicing local markets, often without competition. There are approximately 500 trade exchanges in the U.S., servicing the 450,000 companies that in 2007 completed transactions with an estimated value of $6.5 billion.

The trade and barter industry has been very stagnant in recent years, partially because the range of products and services offered within the exchange communities is often narrow and the availability of those products and services may be limited. As a result, many businesses are concerned that they will build up credit balances in their trade account that cannot be readily converted into other products and services. Wise Exchange offers program solutions that can overcome these concerns by marketing a company’s unused credits to individual consumers, thereby extending the trade exchange model down to the consumer level. Wise Exchanged believes that this approached will revolutionize the trade and barter industry by stimulating the dollar amount of transactions being conducted by the member businesses.

While Wise Exchange will encourage businesses to trade exclusively on the company’s trade exchange, the company is also willing to extend its programs to trade exchanges that choose to affiliate with the Wise Exchange. Trade exchanges that sign on as affiliates will be compensated with a percentage of the transaction fees that are generated by the members that they recruit in the Wise Exchange programs. They will also be compensated if they convert their members to the merchant processing services offered by Wise Savings.

The Wise Exchange website can be found at http://www.wiseexchange.com/.

Strategy

The Company’s operations will be focused exclusively on selling the advertising, promotional programs and merchant processing services offered by its clients. It will have no responsibility for maintaining and enhancing the software platforms on which its clients will execute transactions of behalf of their customers.

The Company will recruit and train an internal sales force. To supplement its internal personnel, the Company will develop national and local networks of independent sales organizations that will be responsible for the recruitment, training and management of the individual sales representatives who will market the services and programs of the Company and its clients. The independent sales representatives will be responsible for signing up and enrolling new businesses, independent trade and barter groups and consumer organizations, selling advertising to these groups and organizations on behalf of its clients and, if possible, converting the businesses and trade and barter groups to the Wise Savings merchant processing platform. The sales representatives will also be responsible for updating the businesses with information about new products and services that are made available both locally and nationally by its clients.

19

DESCRIPTION OF BUSINESS - continued

Strategy - continued

The Company views it’s prospective network of independent sales organizations and sales representatives as vital to its long-term success and will work hard to support and empower them. Our success will be dependent upon the number of businesses and organizations recruited by the independent sales organization and the rate of repeat business that is conducted by the consumers of our clients. The Company views the quality and frequency of our sales representative interactions with our clients as an important element of our business strategy. We will work on establishing a strong cooperative relationship with our sales representative organizations and will strengthen that relationship by investing significant resources to provide training, marketing materials and programs, Internet and computer-related support and incentive programs.

The independent sales organizations will be paid commissions for selling advertising on behalf of our clients, for recruiting new businesses and consumer organizations for the Affiliate programs, and on the individual transactions that are executed by these businesses and consumers. The sales representatives may receive a monthly draw against their commissions.

The Company’s Affiliates will use an on-demand business model to deliver their software applications to their customers. On-demand software applications enable businesses to subscribe to services that have been specifically for, and are delivered over, the Internet on an as-needed basis without the traditional difficulty of software deployment and the high cost of ownership.

Distribution Methods

The Company’s marketing strategy will focus on promoting the brands of its clients and will rely heavily on educational programs that are specifically targeted at small and medium sized businesses. The Company will provide customizable tools for its independent sales representatives to use in their consultative efforts, including pre-designed advertisements, brochures and sales presentations to give the Company a consistent look and message in all of its markets. The Company will coordinate all of it marketing efforts with its clients.

Status of any Publicly Announced Products

The Company has not announced any new products.

Competition

The market for interactive marketing services is very fragmented, rapidly evolving and intensely competitive. The technological barriers to entry in the market are low and current and potential competitors can launch new web sites and services at a relatively low cost.

The Company’s ability to compete depends on many factors, both within and beyond the control of the Company. These factors include brand recognition and credibility, customer retention, the pricing of our services, the breath of our product offerings, the frequency of use and consumer response rates, the performance of our clients, the technological experience of our customers and consumers and the general demand for online marketing services.

The Company will compete with national, regional and local entities that sell advertising and distribute gift cards, gift certificates and coupons over the Internet. It will also face competition from direct marketers, including the distributors of traditional coupons by mail, by newspaper inserts or over the Internet. The Company will also compete with companies offering affinity rewards programs that are tied to responses to advertisements, and from other websites, portals and advertising networks, as well as traditional media such as television, radio and print, for a share of advertiser’s expenditures and the attention of consumers. Many of these competitors may have greater financial strength and resources than the Company.

Sources and Availability of Products

The Company is primarily an internet based company offering its products over the internet.

Dependence on One or a Few Major Customers

The Company will not depend on one or a few major customers.  The objective of the Company is to attract many customers who typically use the internet.

20

DESCRIPTION OF BUSINESS - continued

Technology

The Company will internally develop or purchase its own administrative and sales management software programs. When marketing the programs and services of its Affiliates, it will rely on the technology developed by its Affiliates.

The Wise Savings proprietary software is a scalable, automated, transactional database that tracks debits and credits in real-time with full transparency and accountability. The software can be used to administer rewards programs and to issue and track gift certificates that are purchased either in person or over the Internet. The software can also be used to support and administer a broad variety of other programs and applications that include purchasing, inventory control and data mining.

Wise Exchange is developing a proprietary trading platform that will include modules that incorporate the Wise Savings programs. The trading platform will feature the Wise Barter Card, which allows members to record their transactions automatically with the swipe of a card on any credit card terminal. This provides an instant approval of the transaction and eliminates any manual processes for the barter transactions.

Patents and Trademarks

The Company and its Affiliates will rely on a combination of trademark, copyright, trade secret and patent laws as well as non-disclosure procedures and contractual provisions to protect their proprietary technologies and brands. The Company and its Affiliates also enter into confidentiality and proprietary rights agreements with their employees, consultants and other third parties and controls access to software, documentation and other proprietary information.

Wise Savings has filed two patent applications with the U.S. Patent Office, where they are currently under review and hold the status of “Patent Pending.”

In the future, the Company and its Affiliates may receive communications from third parties claiming that they have infringed on the intellectual property rights of others. Any intellectual property claims, regardless of merit, may require the Company and its Affiliates to seek licenses to that technology. In addition, the Company’s Affiliates license third-party technologies that are incorporated into some elements of their services. Licenses from third-party technologies may not continue to be available to the Company’s Affiliates at a reasonable cost, or at all. Additionally, the steps the Company and its Affiliates have taken to protect their intellectual property rights may not be adequate. Third parties may infringe or misappropriate the proprietary rights of the Company and its Affiliates. Competitors may also independently develop technologies that are substantially equivalent or superior to the technologies that the Company and its Affiliates employ in their services. If the Company and its Affiliates fail to protect their proprietary rights adequately, their competitors could offer similar services, potentially significantly harming their competitive position and decreasing their revenues.

Relationship with Wise Savings, LLC and Wise Exchange, LLC

The Company has entered into non-exclusive sales representation agreement with Wise Savings, LLC and is currently negotiating s a similar contract with Wise Exchange, LLC. Both of these companies are affiliated with Wise Sales, Inc. Kurt Wise, the founder, controlling shareholder and Chief Executive Officer of the Company, is also the founder, controlling shareholder and Chief Executive Officer of Wise Savings, LLC and Wise Exchange, LLC. The Company may outsource certain serviced from, and share personnel with, its Affiliates.

Need for Any Government Approval of Principal Products

There is no need for government approval of the Company’s principal products.

Government and Industry Regulation

The Company will be subject to various federal, state and local laws, regulations and administrative practices that will affect our businesses, including, among others, the requirement to obtain business licenses, withhold taxes, remit matching contributions for our employees’ social security accounts, and other such legal requirements, regulations and administrative practices that are required of businesses in general.

With respect to our online technologies, there are currently few laws or regulations directly applicable to access to or commerce on the Internet.  However, it is possible that a number of laws and regulations may be adopted with respect to the Internet, covering issues such as taxes, user privacy, information security, pricing, and quality of products and services.  The Company cannot predict the impact, if any, that future Internet-related regulation or regulatory changes might have on our business.

Research and Development Activities

The Company is not engaged in any extensive research and development activities.  The Company is focused on developing its websites which will be the principal means by which the Company will derive its revenue.

21

DESCRIPTION OF BUSINESS - continued

Environmental Laws

The Company’s activities will not be affected by environmental laws.

Employees and Employment Agreements

The Company currently only has one employee, Mr. Kurt Wise, but does not have any employment agreements.

Seasonality

The Company does not expect its business to be seasonal in nature.

Description of Property

Our business office is located at 4701 Washington Avenue, Suite 210, Racine, Wisconsin 53406. The office space has been provided rent fee by Wise Savings, LLC, an entity affiliated with Mr. Wise, the Company’s founder and Chief Executive Officer.

Legal Proceedings

There are no legal proceedings pending or threatened against us.

Market for common equity and related stockholder matters

No public market currently exists for shares of our common stock.  Following completion of this offering, we intend to apply to have our common stock listed for quotation on the Over-the-Counter Bulletin Board.

Penny Stock Considerations

The Securities and Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally 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 or system).

A purchaser is purchasing penny stock, which limits the ability to sell the stock. The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document, which:

· Contains a description of the nature and level of risk in the market for penny stock in both Public offerings and secondary trading;

· Contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended;

22

Penny Stock Considerations - continued

· Contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price;

· Contains a toll-free number for inquiries on disciplinary actions;

· Defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

· Contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

· The bid and offer quotations for the penny stock;

· The compensation of the broker-dealer and its salesperson in the transaction;

· The number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

· Monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling their securities.

Regulation M

Our officer and director, who will offer and sell the common shares in this Offering, is required to comply with the provisions of Regulation M as promulgated under the Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation M precludes the officers and directors, sales agents, any broker-dealer or other person who participate in the distribution of shares in this offering from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.

Reports

We are subject to certain reporting requirements and will furnish annual financial reports to our stockholders, certified by our independent accountants We will also furnish the annual financial report and un-audited quarterly financial reports in our quarterly reports that will be filed electronically with the SEC. All reports and information filed by us can be found at the SEC website, www.sec.gov.

Stock transfer agent

We currently do not have a stock transfer agent.  Spartan Business Services Corporation has identified an agent to retain that will facilitate the processing of the certificates upon closing of the offering. Such transfer agent identified is Island Stock Transfer, 100 Second Avenue S., Suite 104N, St. Petersburg, Florida 33701, having a telephone number of (727) 289-0010.

23

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The Company was incorporated on September 10 2008. The following discussion should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus. This discussion may contain certain forward-looking statements that reflect our views with respect to future events and financial performance. Forward-looking statements are often identified with words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause results to differ materially from our predictions.

The following table provides selected financial data about the Company for the period from September 10, 2008 through December 31, 2008. For detailed financial information, see the financial statements included in this prospectus.

Balance Sheet Data

Cash: $4,948

Total assets: $4,948

Total liabilities: $15,023

Shareholders’ equity: $(10,075)

Other than the shares offered by this prospectus, no other source of capital has been identified or sought. If we experience a shortfall in operating capital prior to funding from the proceeds of this offering, our director has verbally agreed to advance the Company funds to complete the registration process.

PLAN OF OPERATIONS

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred an accumulated deficit of $16,075 for the period from inception, September 10, 2008, to December 31, 2008. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

Proposed Milestones to Implement Business Operations

The following milestones are based on the estimates made by management. The working capital requirements and the projected milestones are approximations and subject to adjustments. Our 12-month budget is based on minimum operations, which will be completely funded by the $30,000 raised through this offering. If we begin to generate profits, we will increase our marketing and sales activity accordingly. We estimate sales to begin approximately three to six months following closing of the offering. The costs associated with operating as a public company are included in our budget. Management will be responsible for the preparation of the required documents to keep the costs to a minimum. We plan to complete our milestones as follows:

0 to 3 Months

The management of the Company will continue its efforts to identify potential clients and it will seek to negotiate and sign nonexclusive contracts with these potential clients pursuant to which the Company will receive commissions for selling advertising and promotional programs of behalf of those clients. The Company has already executed a nonexclusive sales agreement with Wise Savings, LLC and will attempt to sign a similar agreement with Wise Exchange, LLC. The Company will also continue its efforts to recruit a network of local and national independent sales representatives. These independent sales representatives are not expected to work exclusively on behalf of the Company and will only be compensated by the Company if they generate revenue for the Company. The Company expects to be focusing most of its initial efforts on signing clients and independent sales representatives located on the West Coast of the U.S.

The Company plans to purchase a computer, a printer and some accounting software with the $2,000 that is specified in the “Use of Proceeds” line item for Furniture and Equipment. The Company has budgeted expenditures for legal fees, salaries, outside contractors and sales and marketing in the amounts of $500, $2,000, $500, $750 and $750, respectively.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - continued

PLAN OF OPERATIONS - continued

4 to 6 Months

The Company expects to have recruited a local network of independent sales representatives on the West Coast and it will begin to aggressively target as potential clients local small and medium sized businesses. Personnel from Wise Savings, LLC and Wise Exchange, LLC will provide training to the Company’s network of sales representatives to aid them in their efforts to sell the programs and services offered by the two companies. The Company has budgeted expenditures for legal fees, salaries, outside contractors and sales and marketing in the amounts of $500, $2,000, $500, $750 and $750, respectively.

7 to 9 Months

The Company will continue to expand their recruitment and sales efforts on the West Coast. The Company has budgeted expenditures for legal fees, salaries, outside contractors and sales and marketing in the amounts of $500, $2,000, $500, $750 and $750, respectively.

10 to 12 Months

The Company will continue to expand their recruitment and sales efforts on the West Coast and begin preparations for the beginning of operations in the Midwest. The Company has budgeted expenditures for legal fees, salaries, outside contractors and sales and marketing in the amounts of $500, $2,000, $500, $750 and $750, respectively.

Note: The Company planned milestones are based on quarters following the closing of the offering. Any line item amounts not expended completely, as detailed in the “Use of Proceeds,” shall be held in reserve as working capital and subject to reallocation to other line item expenditures as required for ongoing operations.

CRITICAL ACCOUNTING POLICIES

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The critical accounting policies that affect our more significant estimates and assumptions used in the preparation of our financial statements are reviewed and any required adjustments are recorded on a monthly basis.

Please refer to our financial statements, beginning on Page F-1 of this prospectus, for specific accounting policies pertaining to our operations.

LIQUIDITY AND CAPITAL RESOURCES

The Company is in a development stage and has no operating history. To date, the Company has financed its developmental activities with a $15,000 loan from its sole director and shareholder. We are currently operating with insufficient working capital, which, among other things has constrained our ability to market our services. As a result, there can be no assurance that we will be successful in our business model.

IMPACT OF INFLATION

To date inflationary factors have not had a significant effect on our operations. We are not aware of any material trend, event or capital commitment, which would potentially adversely affect liquidity.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS

There have been no changes in or disagreements with accountants or financial disclosure matters.

25

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE MATTERS - continued

FINANCIAL DISCLOSURE

Our fiscal year end is December 31. We intend to provide financial statements audited by an Independent Registered Accounting Firm to our shareholders in our annual reports. The audited financial statements for the period from the date of incorporation, September 10, 2008, to December 31, 2008 are located in the section titled “Financial Statements”.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors of the corporation are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the corporation are appointed by the Board of Directors to a term of one year and serves until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

The name, address, age and position of our officer and director is set forth below:

Name	Age	Position
Kurt Wise	44	President, Secretary, Treasurer and Director

The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. No date for the next annual meeting of stockholders is specified in the Company's bylaws or has been fixed by the Board of Directors. The term of office of each officer of the Company ends at the next annual meeting of the Company's Board of Directors, expected to take place immediately after the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.

Directors are entitled to reimbursement for expenses in attending meetings but receive no other compensation for services as directors. Directors who are employees may receive compensation for services other than as director. No compensation has been paid to directors for services.

The following information sets forth the backgrounds and business experience of the directors and executive officers.

Kurt Wise – President and Director. Mr. Wise, the President and sole Director of the Company, is also the Chief Executive Officer of Wise Savings, LLC, a Company that has developed a proprietary patent-pending e-commerce software platform that provides a suite of programs for merchants, consumers, manufacturers of retail products, media companies, business associations and trade and barter companies and Wise Exchange, LLC, a Company formed for the purpose of creating an international trade and barter exchange. Wise Savings, LLC and Wise Exchange, LLC are affiliates of the Company. Mr. Wise has been employed as the Chief Executive Officer of Wise Savings, LLC since 2002 and as the Chief Executive Officer of Wise Exchange, LLC since January 2008,

Mr. Wise has had a long career as a successful entrepreneur, both as an individual who has built companies from the ground up, and as a turnaround consultant. After working in the insurance and retail industries, in the late 1980’s Mr. Wise became one of the first direct marketing executives to aggressively utilize mailers, advertising leaflets distributed in the form of a magazine.

Mr. Wise also founded a travel and tour business that exclusively serviced the gaming industry. At its peak, the business was one of the largest tour operators serving the gaming industry. Mr. Wise has also founded and operated a successful domestic and international trade business, where he has coordinated trade and barter arrangements amongst hundreds of companies. He has also developed innovative and highly profitable ground-floor direct marketing and advertising opportunities for number local and national companies.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS - continued

None of our directors, executive officers, promoters or control persons have been involved in any of the following events during the past five years:

· any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

· any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

· being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

· being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock.  Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent beneficial owners are complied within a timely fashion.

EXECUTIVE COMPENSATION

Currently, our sole director and officer has received no compensation for the services that he has provided during the development stage of our business operations, though he is reimbursed for any out-of-pocket expenses that he incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved.  We also do not currently have any benefits, such as health or life insurance, available to our employees.

SUMMARY COMPENSATION TABLE
	Annual Compensation				Long-Term Compensation
Name and	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awards ($)	Securities Underlying Options (#)	LTIP Payouts ($)	All Other Compensation ($)
Principal Position
Kurt Wise	2008	-	-	-	6,000(1)	-	-	-
President, Secretary, Treasurer, and Director

(1) Officer and Director compensation of 6,000,000 restricted shares at $0.001 par value for total consideration of $6,000.00.

27

EXECUTIVE COMPENSATION - continued

Option Grants

There have been no individual grants of stock options to purchase our common stock made to the executive officer named in the Summary Compensation Table.

Aggregated Option Exercises and Fiscal Year-end Option Value

There have been no stock options exercised by the executive officer named in the Summary Compensation Table.

Long-term Incentive Plan (“LTIP”) Awards

There have been no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, our director in such capacity.

Employment Agreements and Officers’ Compensation

Since the date of its inception, the Company has not paid any cash compensation to any officer, director, or employee. The Board of Directors will determine future compensation and may execute employment agreements.  We do not have any employment agreements in place with our sole officer and director.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares.  The table also reflects what the percentage of ownership will be assuming completion of the sale of all shares in this offering, which we cannot guarantee.  The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

		Amount of	Percent of Class
Title of	Name, Title ad Address of	Beneficial	Before	After
Class	Beneficial Owner of Shares (1)	Ownership (2)	Offering	Offering (3)
Common	Kurt Wise, President, Director,	6,000,000	100.00%	66.67%
	Secretary and Treasurer
Common	All Officers and Directors as
	a Group	6,000,000	100.00%	66.67%

1. The address of each executive officer and director is c/o Wise Sales, Inc., 4701 Washington Ave, Suite 210, Racine, Wisconsin 53406.

2. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

3. Assumes the sale of the maximum amount of this offering (30,000,000 shares of common stock) by Wise Sales, Inc. The aggregate amount of shares to be issued and outstanding after the offering is 30,200,000.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - continued

FUTURE SALES BY EXISTING SHAREHOLDERS

A total of 6,000,000 shares have been issued to the existing stockholder, all of which are held by our sole officer and director and are restricted securities as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act.  Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition.  Any sale of shares held by the existing stockholder (after applicable restrictions expire) and/or the sale of shares purchased in this Offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.

Our principal shareholder does not have any plans to sell his shares at any time after this Offering is complete.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Kurt Wise is our sole officer and director. Mr. Wise has leant the Company $15,000. The one-year note bears an annual interest rate of 8.0%. We are currently operating out of the premises of Wise Savings, LLC, an affiliate of the Company, on a rent-free basis for administrative purposes.  There is no written agreement or other material terms or arrangements relating to said arrangement.

We do not currently have any conflicts of interest by or among our current officer, director, key employee or advisors.  We have not yet formulated a policy for handling conflicts of interest, however, we intend to do so upon completion of this offering and, in any event, prior to hiring any additional employees.

On September 19, 2008, the Company issued a total of 200,000 shares of common stock to Mr. Wise for services valued at $200, or at $0.001 par value. On December 15, 2008, the Company issued a total of 5,800,000 shares of common stock to Mr. Wise for services valued at $5,800, or at $0.001 par value.

CODE OF ETHICS

As we presently have only one employee, we have not yet found the need to adopt a code of ethics. However, it is our intent to adopt such a code with respect to our executive officers once we have a minimum of 10 full-time employees.

INDEMNIFICATION

Pursuant to the Articles of Incorporation and By-Laws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest.  In certain cases, we may advance expenses incurred in defending any such proceeding.  To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, we must indemnify him against all expenses incurred, including attorney’s fees.  With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.  The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

29

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the common stock offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our company, please review the registration statement, including exhibits, schedules and reports filed as a part thereof. Statements in this prospectus as to the contents of any contract or other document filed as an exhibit to the registration statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

The effectiveness of this registration statement will render us subject to the informational requirements of the Exchange Act which requires us to file reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information along with the registration statement, including the exhibits and schedules thereto, may be inspected at public reference facilities of the SEC at 100 F Street N.E., Washington D.C. 20549. Copies of such material can be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronically with the SEC, you may also obtain this information by visiting the SEC’s Internet website at  http://www.sec.gov.

30

Wise Sales, Inc.

(A Development State Company)

INDEX TO FINANCIAL STATEMENTS

	PAGE
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of December 31, 2008	F-3
Statement of Operations from Inception (September 10, 2008) through December 31, 2008	F-4
Statement of Equity from Inception (September 10, 2008) through December 31, 2008	F-5
Statement of Cash Flows from Inception (September 10, 2008) through December 31, 2008	F-6
Notes to Financial Statements	F-7 to F-10

F-1

MOORE & ASSOCIATES, CHARTERED

           ACCOUNTANTS AND ADVISORS

PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Wise Sales, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Wise Sales, Inc. (A Development Stage Company) as of December 31, 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2008 and since inception on September 10, 2008 through December 31, 2008. 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 audits.

We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide 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 Wise Sales, Inc. (A Development Stage Company) as of December 31, 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2008 and since inception on September 10, 2008 through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the financial statements, the Company has an accumulated deficit of $16,075, which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 4.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Moore & Associates, Chartered

Las Vegas, Nevada

April 3, 2009

2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501

F-2

Wise Sales, Inc.
(A Development Stage Company)
Balance Sheet
	December 31, 2008
ASSETS
Current assets
Cash	$	4,948
Accounts receivable		-
Other current assets		-
Total current assets		4,948
Property and equipment		-
Other assets		-
Total assets	$	4,948
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts payable	$	4,900
Note payable - related party		10,000
Accrued interest		123
Total current liabilities		15,023
Long-term debt		-
Total liabilities		15,023
Stockholder's equity
Common stock – 1,000,000,000 common shares authorized
with a par value of $.001; 6,000,000 issued and outstanding
at December 31, 2008		6,000
Additional paid-in-capital		-
Accumulated deficit during development stage		(16,075	)
Total stockholder's equity		(10,075	)
Total liabilities and stockholder's equity	$	4,948
The accompanying notes are an integral part of the financial statements

F-3

Wise Sales, Inc.
(A Development Stage Company)
Statement of Operations
	Inception
	(September 10, 2008)
	Through
	December 31, 2008
Revenues	$	-
Operating expenses
Administrative expenses		15,952
Total operating expenses		15,952
Operating loss		(15,952	)
Interest expense		123
Loss before income taxes		(16,075	)
Provision for income taxes		-
Net operating loss	$	(16,075	)
Basic earnings (loss) per share	$	(0.01	)
Weighted average number of common shares outstanding		1,345,679
The accompanying notes are an integral part of the financial statements

F-4

Wise Sales, Inc.
(A Development Stage Company)
Statement of Equity
							Deficit
							Accumulated
					Additional		During
	Common Stock				Paid-in		Development
	Shares		Amount		Capital		Stage			Total
Stock issued for services on
September 10, 2008 at $.001
per share		200,000	$	200	$	-				$	200
Stock issued for services on
December 15, 2008 at $.001
per share		5,800,000		5,800							5,800
Net loss								(16,075	)		(16,075	)
Balance at December 31, 2008		6,000,000	$	6,000	$	-	$	(16,075	)	$	(10,075	)
The accompanying notes are an integral part of the financial statements

F-5

Wise Sales, Inc.
(A Development Stage Company)
Statement of Cash Flows
	Inception
	(September 10, 2008)
	Through
	December 31, 2008
Operating Activities
Net income (loss)	$	(16,075	)
Stock compensation		6,000
Accounts payable		4,900
Note payable - related party		10,000
Accrued liabilities		123
Net cash provided by (used in) operating activities		4,948
Investing Activities
Purchase of property and equipment		-
Net cash provided by (used in) investing activities		-
Financing Activities
Sale of common stock		-
Net cash provided by (used in) financing activities		-
Net increase (decrease) in cash		4,948
Cash at beginning of period		-
Cash at end of period	$	4,948
Supplemental information
Cash paid for
Interest	$	-
Taxes	$	-
Non-cash activities
Common stock issued for services	$	6,000
The accompanying notes are an integral part of the financial statements

F-6

WISE SALES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CONSIDERATION

Wise Sales, Inc. (the "Company") was incorporated in the State of Nevada on September 10, 2008. It was formed for the purpose of developing an independent sales representation organization to sell selling Internet-based revenue generating advertising, promotional programs and merchant processing services to small and medium sized businesses on behalf of clients that may include Wise Savings, LLC (“Wise Savings”) and Wise Exchange, LLC (“Wise Exchange”). Both Wise Savings and Wise Exchange (collectively, the “Affiliates”) are affiliated with the Company through common ownership and management.

The Company is a development stage company and is subject to the risks associated with development stage companies. As of the date of this report, the Company has not yet commenced operations. The Company's primary activities since incorporation have been organizational in nature and related to the Company’s formation and pending registration statement. The Company has not generated any revenues from these activities and, accordingly, it is in the development stage.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to development stage enterprises.

Fiscal year

The Company has selected December 31 as its fiscal year-end.

Use of 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 expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

Cash and cash equivalents include cash in banks, money market funds and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

Start-up Costs

In accordance with the American Institute of Certified Public Accounts Statement of Position 98-5, “Reporting on the Costs of Start-up Activities,” the Company has expensed all costs incurred in connection with the start-up and organization of the Company.

Fair value of financial instruments and derivative financial instruments

The Company has adopted Statement of Financial Accounting Standards (“SFAS”) Number 119, “Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments.”  The carrying amount of accrued liabilities approximates its fair value because of the short maturity of this item.  Certain fair value estimates may be subject to and involve, uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect these estimates.  The Company does not hold or issue financial instruments for trading purposes, nor does it utilize derivative instruments in the management of its foreign exchange, commodity price or interest rate market risks.

F-7

 WISE SALES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

Federal income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with SFAS Number 109, “Accounting for Income Taxes,” which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Earnings (loss) per share

The Company has adopted Financial Accounting Standards Board (“FASB”) Statement Number 128, “Earnings per Share” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.  There are no dilutive shares outstanding.

No significant realized exchange gains or losses were recorded from inception (September 8, 2008) to December 31, 2008.

Comprehensive income (loss)

SFAS No. 130, “Reporting Comprehensive Income” establishes standards for reporting and display of comprehensive income and its components in a full set of general-purpose financial statements. For the period ended December 31, 2008, the Company had no items of other comprehensive income. Therefore, net loss equals comprehensive loss for the period ending December 31, 2008.

New accounting pronouncements

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our financial positionand results of operations if adopted.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

F-8

 WISE SALES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its  financial position, results of operations or cash flows.

 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting non-controlling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’.  This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Non-controlling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt SFAS No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s financial position, results of operations or cash flows.

F-9

 WISE SALES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE 3 – CAPITAL STOCK

Authorized Stock

The Company has authorized 1,000,000,000 common shares with a par value of $0.001 per share.  Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholder of the corporation is sought.

Share Issuance

On September 10, 2008, the Company issued 200,000 common shares at $.001 to its Chief Executive Officer as compensation for services rendered to the Company. On December 15, 2008, the Company issued 5,800,000 common shares at $.001 to its Chief Executive Officer as compensation for services rendered to the Company.

On December 15, 2008, the company directed the preparation of a form S-1 to register 3,000,000 common shares of the Company at a price of $.01 per share to raise $30,000 for the Company.

NOTE 4 – GOING CONCERN AND LIQUIDITY ISSUES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. As at December 31, 2008, the Company has an accumulated deficit of $16,075, working capital deficit of $10,075 and has earned no revenues since inception. The Company intends to fund its operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, and the implementation of its business plan. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 – RELATED PARTY TRANSACTIONS

Kurt Wise, the Company’s sole officer and director, has leant the Company $10,000. The one-year note bears an annual interest rate of 8.0%. Wise Exchange, Inc., an affiliate of the Company, has advanced the Company $3,200 that was used to pay professional fees associated with the formation of the Company. The Company utilizes the office space and equipment of Wise Savings, LLC, an affiliate of the Company, at no cost. The Company’s management estimates such amounts to be immaterial.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

None.

F-10

NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN GIVEN ANY INFORMATION OR HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OTHER THAN THE INFORMATION CONTAINED OR INCORPORATED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US, BY THE SELLING STOCKHOLDER OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN OUR AFFAIRS SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SHARES DESCRIBED IN THIS PROSPECTUS OR AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SUCH SHARES IN ANY CIRCUMSTANCES IN, WHICH SUCH OFFER, OR SOLICITATION IS UNLAWFUL.

PART II – INFORMATION NOT REQUIRED IN THE PROSPECTUS

Other Expense of Issuance and Distribution

The following table sets forth the costs and expenses payable by Wise Sales, Inc. in connection with registering the sale of the common stock. Wise Sales, Inc. has agreed to pay all costs and expenses in connection with this offering of common stock. Set for the below is the estimated expenses of issuance and distribution, assuming the maximum proceeds are raised.

Legal and professional fees	$	6,000
Accounting fees		3,500
Blue Sky Qualification fees		1,000
	$	10,500

Indemnification of Directors and Officers

Wise Sales, Inc.'s Certificate of Incorporation permits indemnification to the fullest extent permitted by Nevada law. Wise Sales, Inc.’s by-laws require Wise Sales to indemnify any person who was or is an authorized representative of Wise Sales, and who was or is a party or is threatened to be made a party to any corporate proceeding, by reason of the fact that such person was or is an authorized representative of Wise Sales, against expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such third party proceeding if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of Wise Sales and, with respect to any criminal third party proceeding (including any action or investigation which could or does lead to a criminal third party proceeding) had no reasonable cause to believe such conduct was unlawful. Wise Sales shall also indemnify any person who was or is an authorized representative of Wise Sales and who was or is a party or is threatened to be made a party to any corporate proceeding by reason of the fact that such person was or is an authorized representative of Wise Sales, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such corporate action if such person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of Wise Sales, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to Wise Sales unless and only to the extent that the court in which such corporate proceeding was pending shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such authorized representative is fairly and reasonably entitled to indemnity for such expenses which any court shall deem proper. Such indemnification is mandatory under Wise Sale’s by-laws as to expenses actually and reasonably incurred to the extent that an authorized representative of Wise Sales has been successful on the merits or otherwise in defense of any third party or corporate proceeding or in defense of any claim, issue or matter therein. The determination of whether an individual is entitled to indemnification may be made by a majority of disinterested directors, independent legal counsel in a written legal opinion or the shareholders. Wise Sales currently does not maintain a directors and officers liability insurance policy.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court’s decision.

31

Indemnification of Directors and Officers - continued

NEVADA LAW

Pursuant to the provisions of Nevada Revised Statutes 78.751, Wise Sales, Inc. shall indemnify any director, officer and employee as follows: Every director, officer, or employee of Wise Sales, Inc. shall be indemnified by us against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/his in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of Wise Sales, Inc. or is or was serving at the request of Wise Sales, Inc. as a director, officer, employee or agent of Wise Sales, Inc., partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of Wise Sales, Inc.. Wise Sales, Inc. shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of Wise Sales, Inc. as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

Item 15. Recent Sale of Unregistered Securities

Set forth below is information regarding the issuance and sales of securities without registration since inception. No such sales involved the use of an underwriter; no advertising or public solicitation was involved; the securities bear a restrictive legend; and no commissions were paid in connection with the sale of any securities.

The Issuer has not since inception raised any funds through sales of its common stock.

These securities were issued in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933.

Item 16. Exhibits

The following exhibits are included with this registration statement:

Exhibit Number	Name/Identification of Exhibit
3.1	Articles of Incorporation
3.2	Bylaws
5	Opinion of Joseph L. Pittera, Esq.
23.1	Consent of Independent Auditor
23.2	Consent of Counsel (See Exhibit 5)
99	Additional Exhibits
	(a) Subscription Agreement
	(b) Escrow Agreement

Item 17. Undertakings

Under Rule 415 of the Securities Act, we are registering securities for an offering to be made on a continuous or delayed basis in the future. The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.

Based on the above-referenced facts and in compliance with the above-referenced rules, Lucas Publications includes the following undertakings in this Registration Statement:

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

32

Item 17. Undertakings - continued

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of the Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the  Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable ground to believe that it meets all of the requirements of filing this Registration Statement and authorized this Registration Statement to be signed on its behalf by the undersigned, in the city of Racine, Wisconsin, on April 30, 2009.

WISE SALES, INC.

(Registrant)

By:	/s/  Kurt Wise
	Director, Secretary, Treasurer and
	Principal Accounting Officer

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:

SIGNATURE	TITLE	DATE
/s/  Kurt Wise	Director, President, Secretary, Treasurer, and Principal Accounting Officer	April 30, 2009

33

EX-3.1

Exhibit 3.1

1

2

EX-3.3

Exhibit 3.3 Bylaws

BYLAWS OF

WISE SALES, INC.

(a Nevada corporation)

ARTICLE I

OFFICES

Section 1.01

Principal Offices. The principal offices of Wise Sales, Inc. (the “Corporation”) shall be in a location as directed by the Board of Directors, who may from time to time, by resolution, change the location of the principal office.

ARTICLE II

STOCKHOLDERS

Section 2.01

Place of Meetings. All meetings of the stockholders shall be held at such time and place, either within or without the State of Nevada, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.02

Annual Meetings. The annual meeting of stockholders shall be held on such date and at such time as may be fixed by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of only such other business as is properly brought before the meeting in accordance with these Bylaws (the “Bylaws”). Written notice of an annual meeting stating the place, date and hour of the meeting, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the annual meeting. To be properly brought before the annual meeting, business must be either (i) specified in the notice of annual meeting (or any supplement or amendment thereto) given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors, or (iii) otherwise properly brought before the annual meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the annual meeting is given or made to stockholders, notice by a stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder’s notice to the Secretary shall set forth (a) as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, and (ii) any material interest of the stockholder in such business, and (b) as to the stockholder giving the notice (i) the name and record address of the stockholder and (ii) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at the annual meeting except in accordance with the procedures set forth in this Article II, Section 2.02. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the annual meeting that business was not properly brought before the annual meeting in accordance with the provisions of this Article II, Section 2.02, and if such officer should so determine, such officer shall so declare to the annual meeting and any such business not properly brought before the meeting shall not be transacted.

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Section 2.03

Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation of the Corporation (the “Articles of Incorporation”), may only be called by a majority of the entire Board of Directors, or the Chief Executive Officer or the Chairman, and shall be called by the Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Unless otherwise provided by law, written notice of a special meeting of stockholders, stating the time, place and purpose or purposes thereof, shall be given to each stockholder entitled to vote at such meeting, not less than ten (10) or more than sixty (60) days before the date fixed for the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 2.04

Quorum. The holders of a majority of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the holders of a majority of the votes entitled to be cast by the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 2.05

Organization. The Chairman of the Board of Directors shall act as chairman of meetings of the stockholders. The Board of Directors may designate any other officer or director of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board of Directors, and the Board of Directors may further provide for determining who shall act as chairman of any stockholders meeting in the absence of the Chairman of the Board of Directors and such designee. The Secretary of the Corporation shall act as secretary of all meetings of the stockholders, but in the absence of the Secretary the presiding officer may appoint any other person to act as secretary of any meeting.

Section 2.06

Voting. Unless otherwise required by law, the Articles of Incorporation or these Bylaws, any question (other than the election of directors) brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and entitled to vote thereat. At all meetings of stockholders for the election of directors, a plurality of the votes cast shall be sufficient to elect. Each stockholder represented at a meeting of stockholders shall be entitled to cast one vote for each share of the capital stock entitled to vote thereat held by such stockholder, unless otherwise provided by the Articles of Incorporation. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize any person or persons to act for him by proxy. All proxies shall be executed in writing and shall be filed with the Secretary of the Corporation not later than the day on which exercised. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

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Section 2.07

Action of Shareholders Without Meeting. Unless otherwise provided by the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.08

Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the election, either at a place within the city, town or village where the election is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where said meeting is to be held. The list shall be produced and kept at the time and place of election during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 2.09

Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.08 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 2.10

Adjournment. Any meeting of the stockholders, including one at which directors are to be elected, may be adjourned for such periods as the presiding officer of the meeting or the stockholders present in person or by proxy and entitled to vote shall direct.

Section 2.11

Ratification. Any transaction questioned in any stockholders’ derivative suit, or any other suit to enforce alleged rights of the Corporation or any of its stockholders, on the ground of lack of authority, defective or irregular execution, adverse interest of any director, officer or stockholder, nondisclosure, miscomputation or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the holders of Common Stock and, if so approved, ratified or confirmed, shall have the same force and effect as if the questioned transaction had been originally duly authorized, and said approval, ratification or confirmation shall be binding upon the Corporation and all of its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

Section 2.12

Judges. All votes by ballot at any meeting of stockholders shall be conducted by two judges appointed for the purpose either by the directors or by the shareholders at the meeting. The judges shall decide upon the qualifications of voters, count the votes and declare the result.

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ARTICLE III

DIRECTORS

Section 3.01

Powers; Number; Qualifications. The Board of Directors shall constitute the policy- making or legislative authority of the Corporation. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Stockholders. Subject to the laws of the State of Nevada and the Corporation’s Articles of Incorporation, the number of directors, which shall constitute the whole Board of Directors, will be such number as determined by resolution of the Board of Directors from time to time; provided that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. As of the date of the initial adoption of these Bylaws, the number of directors constituting the Board of Directors shall be one. Directors need not be stockholders of the Corporation.

Section 3.02

Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until the next annual meeting of stockholders or until such director’s successor is elected and qualified, or until such director’s earlier resignation, removal from office, death or incapacity. Unless otherwise provided in the Articles of Incorporation, vacancies and newly created directorships resulting from any increase in the authorized number of directors or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director and each director so chosen shall hold office until the next annual meeting and until such director’s successor shall be duly elected and shall qualify, or until such director’s earlier resignation, removal from office, death or incapacity.

Section 3.03

Nominations. Nominations of persons for election to the Board of Directors of the Corporation at a meeting of stockholders of the Corporation may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board of Directors or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Article III, Section 3.03. Such nominations by any stockholder shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder, to be timely, must be received no later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder’s notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended, and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The officer of the Corporation presiding at an annual meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

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Section 3.04

Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Nevada. The first meeting of each newly elected Board of Directors shall be held immediately after and at the same place as the meeting of the stockholders at which it is elected and no notice of such meeting shall be necessary to the newly elected directors in order to legally constitute the meeting, provided a quorum shall be present; or the Board of Directors may meet at such place and time as is fixed by the consent in writing of all the directors. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer or by a majority of the entire Board of Directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight (48) hours before the date of the meeting, by telephone, facsimile, telegram or e-mail, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.05

Quorum. Except as may be otherwise specifically provided by law, the Articles of Incorporation or these Bylaws, at all meetings of the Board of Directors or any committee thereof, a majority of the entire Board of Directors or such committee, as the case may be, shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors or of any committee thereof, a majority of the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.06

Organization of Meetings. The Board of Directors shall elect one of its members to be Chairman of the Board of Directors. The Chairman of the Board of Directors shall lead the Board of Directors in fulfilling its responsibilities as set forth in these Bylaws, including its responsibility to oversee the performance of the Corporation, and shall determine the agenda and perform all other duties and exercise all other powers which are or from time to time may be delegated to him or her by the Board of Directors. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer by such other person as the Board of Directors may designate or the members present may select.

Section 3.07

Actions of Board of Directors Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.08

Removal of Directors by Stockholders. The entire Board of Directors or any individual Director may be removed from office with or without cause by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors. In case the Board of Directors or any one or more Directors be so removed, new Directors may be elected at the same time for the unexpired portion of the full term of the Director or Directors so removed.

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Section 3.09

Resignations. Any Director may resign at any time by submitting his written resignation to the Board of Directors or Secretary of the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation unless another time is fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

Section 3.10

Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided by law and in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution or amending the Bylaws of the Corporation; and, unless the resolution expressly so provides, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 3.11

Compensation. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed amount (in cash or other form of consideration) for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.12

Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee that authorizes the contract or transaction.

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Section 3.13

Meetings by Means of Conference Telephone. Members of the Board of Directors or any committee designed by the Board of Directors may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at such meeting.

ARTICLE IV

OFFICERS

Section 4.01

General. The officers of the Corporation shall be elected by the Board of Directors and may consist of: a Chairman of the Board, Vice Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer. The Board of Directors, in its discretion, may also elect one or more Vice Presidents (including Executive Vice Presidents and Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, a Controller and such other officers as in the judgment of the Board of Directors may be necessary or desirable. Any number of offices may be held by the same person and more than one person may hold the same office, unless otherwise prohibited by law, the Articles of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation, nor need such officers be directors of the Corporation.   The Board of Directors of the Corporation may require any officer, agent, or employee to give security for the faithful performance of his/her duties.

Section 4.02

Election. The Board of Directors at its first meeting held after each annual meeting of stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation, removal, death, or incapacity. Except as otherwise provided in this Article IV, any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. The Board of Directors shall fill any vacancy that occurs in any office of the Corporation. The Board of Directors shall fix the salaries of all officers.

Section 4.03

Chief Executive Officer. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, the Chief Executive Officer shall have ultimate authority for decisions relating to the general management and control of the affairs and business of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors.

Section 4.04

Chief Financial Officer. The Chief Financial Officer shall have general supervision, direction and control of the financial affairs of the Corporation and shall perform such other duties and exercise such other powers which are or from time to time may be delegated to him or her by the Board of Directors or these Bylaws, all in accordance with basic policies as established by and subject to the oversight of the Board of Directors. In the absence of a named Treasurer, the Chief Financial Officer shall also have the powers and duties of the Treasurer as hereinafter set forth and shall be authorized and empowered to sign as Treasurer in any case where such officer’s signature is required.

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Section 4.05

Vice Presidents. At the request of the Chief Executive Officer or in the absence of the Chief Executive Officer, or in the event of his or her inability or refusal to act, the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the Chief Executive Officer, and when so acting, shall have all the powers of and be subject to all the restrictions imposed upon such office. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there be no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the Chief Executive Officer or in the event of the inability or refusal of such officer to act, shall perform the duties of such office, and when so acting, shall have all the powers of and be subject to all the restrictions upon such office.

Section 4.06

Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose, and shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the Chief Executive Officer, under whose supervision the Secretary shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, then any Assistant Secretary shall perform such actions. If there be no Assistant Secretary, then the Board of Directors or the Chief Executive Officer may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there be one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

Section 4.07

Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

Section 4.08

Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there be one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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Section 4.09

Assistant Treasurers. Assistant Treasurers, if there be any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, any Vice President, if there be one, or the Treasurer, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer.

Section 4.10

Controller. The Controller shall establish and maintain the accounting records of the Corporation in accordance with generally accepted accounting principles applied on a consistent basis, maintain proper internal control of the assets of the Corporation and shall perform such other duties as the Board of Directors, the Chief Executive Officer or any Vice President of the Corporation may prescribe.

Section 4.11

Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

Section 4.12

Vacancies. The Board of Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

Section 4.13

Resignations. Any officer may resign at any time by submitting his or her written resignation to the Corporation. Such resignation shall take effect at the time of its receipt by the Corporation, unless another time os fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective.

Section 4.14

Removal. Subject to the provisions of any employment agreement approved by the Board of Directors, the Board of Directors may remove at any time, with or without cause, any officer of the Corporation.

ARTICLE V

CAPITAL STOCK

Section 5.01

Form of Certificate. Every holder of stock in the Corporation shall be entitled to have a certificate signed, in the name of the Corporation (i) by the Chief Executive Officer or a Vice President and (ii) by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation and setting forth any additional statements that may be required by the Nevada Business Corporation Act.

Section 5.02

Signatures. Any or all of the signatures on the certificate may be a facsimile, including, but not limited to, the signatures of officers of the Corporation and countersignatures of a transfer agent or registrar. In case an officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.03

Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.04

Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transactions upon its books, unless the Corporation or the transfer agent has a duty to inquire as to adverse claims with respect to such transfer that have not been discharged. The Corporation shall have no duty to inquire into adverse claims with respect to such transfer unless (a) the Corporation has received a written notification of an adverse claim at a time and in a manner which affords the Corporation a reasonable opportunity to act on it prior to the issuance of a new, reissued or re-registered share certificate and the notification identifies the claimant, the registered owner and the issue of which the share or shares is a part and provides an address for communications directed to the claimant; or (b) the Corporation has required and obtained, with respect to a fiduciary, a copy of a will, trust, indenture, articles of co-partnership, bylaws or other controlling instruments, for a purpose other than to obtain appropriate evidence of the appointment or incumbency of the fiduciary, and such documents indicate, upon reasonable inspection, the existence of an adverse claim. The Corporation may discharge any duty of inquiry by any reasonable means, including notifying an adverse claimant by registered or certified mail at the address furnished by him or, if there be no such address, at his residence or regular place of business that the security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notification, either (a) an appropriate restraining order, injunction or other process issues from a court of competent jurisdiction; or (b) an indemnity bond, sufficient in the Corporation’s judgment to protect the Corporation and any transfer agent, registrar or other agent of the Corporation involved from any loss which it or they may suffer by complying with the adverse claim, is filed with the Corporation.

Section 5.05

Fixing Record Date. In order that the Corporation may determine the stockholders entitled to notice or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than ten (10) days after the date upon which the resolution fixing the record date of action with a meeting is adopted by the Board of Directors, nor more than sixty (60) days prior to any other action. If no record date is fixed:

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(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the first date on which a signed written consent is delivered to the Corporation.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.06

Registered Stockholders. Prior to due presentment for transfer of any share or shares, the Corporation shall treat the registered owner thereof as the person exclusively entitled to vote, to receive notifications and to all other benefits of ownership with respect to such share or shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State Nevada.

ARTICLE VI

NOTICES

Section 6.01

Form of Notice. Notices to directors and stockholders (other than notices to directors of Special Meetings of the Board of Directors which may be given by any means stated in Article III, Section 3.04), shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to have been given at the time when the same shall have been mailed. Notice to directors may also be given by facsimile or electronic mail.

Section 6.02

Waiver of Notice. Whenever any notice is required to be given under the provisions of law or the Articles of Incorporation or by these Bylaws of the Corporation, a written waiver, signed by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular, or special meeting of the stockholders, Directors, or members of a committee of Directors need be specified in any written waiver of notice unless so required by the Articles of Incorporation.

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ARTICLE VII

INDEMNIFICATION

Section 7.01

In General. Subject to Section 7.02, the Corporation shall indemnify any director, officer, employee or agent of the Corporation, or any person serving in any such capacity of any other entity or enterprise at the request of the Corporation, against any and all legal expenses (including attorneys' fees), claims and/or liabilities arising out of any action, suit or proceeding, except an action by or in the right of the corporation.

Section 7.02

Lack of Good Faith; Criminal Conduct.  The Corporation may, by shall not be required to, indemnify any person where such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, where there was not reasonable cause to believe the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order or settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and that, with respect to any criminal action or proceeding, there was reasonable cause to believe that the conduct was unlawful.

Section 7.03

Successful Defense of Actions. The Corporation shall reimburse or otherwise indemnify any director, officer, employee, or agent against legal expenses (including attorneys' fees) actually and reasonably incurred in connection with defense of any action, suit, or proceeding herein above referred to, to the extent such person is successful on the merits or otherwise.

Section 7.04

Authorization.  Indemnification shall be made by the Corporation only when authorized in the specific case and upon a determination that indemnification is proper by:

1) The stockholders;

2) A majority vote of a quorum of the Board of Directors, consisting of directors who were not parties to the action, suit, or proceeding; or

3) Independent legal counsel in a written opinion, if a quorum of disinterested directors so orders or if a quorum of disinterested directors so orders or if a quorum of disinterested directors cannot be obtained.

Section 7.05

Advancing Expenses. Expenses incurred in defending any action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

Section 7.06

Continuing Indemnification. The indemnification provided by these Bylaws shall continue as to a person who has ceased to be director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

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Section 7.07

Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation in any capacity against any liability asserted.

ARTICLE VIII

GENERAL PROVISIONS

Section 8.01

Records. The stock transfer books and a certified copy of the Bylaws, Articles of Incorporation, any amendment thereto, and the minutes of the proceedings of stockholders, the Board of Directors, and Committees of the Board of Directors shall be kept at the principal office of the Corporation for inspection of all who have the right to see the same and for the transfer of stock. All other books of the Corporation shall be kept at such places as may be prescribed by the Board of Directors.

Section 8.02

Financial Statements. The Corporation shall distribute to the stockholders financial statement prepared in conformity with generally accepted accounting principles within ninety (90) days of the Corporation’s fiscal year end.

Section 8.03

Amendments. The original or other Bylaws may be adopted, amended or repealed by the stockholders entitled to vote thereon at any regular or special meeting or, if the Articles of Incorporation so provides, by the Board of Directors. The fact that such power has been so conferred upon the Board of Directors shall not divest the stockholders of the power nor limit their power to adopt, amend or repeal Bylaws.

Section 8.04

Dividends. Subject to the provisions of the Articles of Incorporation and the laws of the State of Nevada, the Board of Directors, in their absolute discretion, at any regular or special meeting, may declare dividends upon the capital stock of the Corporation. Subject to the Articles of Incorporation, the dividends may be paid in cash, in property or in shares of the capital stock.

Section 8.05

Fiscal Year. The fiscal year of the Corporation shall be as determined by the Board of Directors. If the Board of Directors shall fail to do so, the Chief Executive Officer shall fix the fiscal year.

Section 8.06

Checks. The checks of the Corporation shall be signed by the officers and other persons as the Board of Directors may from time to time designate.

Section 8.07

Interpretation of Bylaws. All words, terms and provisions of these Bylaws shall be interpreted and defined by and in accordance with the General Corporation Law of the State of Nevada, as amended, and as amended from time to time hereafter.

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EX-5

Exhibit 5

THE LAW OFFICES OF

JOSEPH L. PITTERA

ATTORNEY AND COUNSELOR AT LAW

2214 TORRANCE BLVD., SUITE 101

TORRANCE, CALIFORNIA 90501

(310) 328-3588

FAX (310) 328-3063

April 30, 2009

Kurt Wise, CEO

Wise Sales, Inc.

4701 Washington Ave., Suite 210

Racine, Wisconsin 53406

Re:  Wise Sales, Inc. Opinion of Counsel for Registration Statement on Form S-1

Dear Mr. Wise:

We have acted as special counsel for Wise Sales, Inc. (the “Company”) for the limited purpose of rendering this opinion in connection with the registration on Form S-1 of 3,000,000 shares (the “Shares”) of the Company’s common stock at the price of $0.01 per share.

In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents: (1) Articles of Incorporation of the Company, as amended; (2) Bylaws of the Company, as amended; (3) the records of corporate proceedings relating to the issuance of the Shares; (4) the Registration Statement on Form S-1; and (5) such other instruments and documents, if any, as we believe to be necessary for the purpose of rendering the following opinion.

We confirm and are of the opinion that:

1. The Company was duly incorporated pursuant to the laws of the State of Nevada and is a subsisting company in good standing.  The common stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, and when such stock was issued it was fully paid and non-assessable.  The common stock to be registered under this Form S-1 Registration Statement is likewise legal under the laws of the State of Nevada.

2.  To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the Registration Statement.  We know of no disputes involving the Company and the Company has no claim, actions or inquiries from any federal, state or other governmental agency, other than as set forth in the Registration Statement.  We know of no claims against the Company o any reputed claims against it at this time, other than as set forth in the Registration Statement.

             3.  The Company’s outstanding shares are all common shares.  There is no liquidation preference right held by the present Shareholders upon voluntary or involuntary liquidation of the Company.

Based upon the foregoing, we are of the opinion that the shares being registered by the Company on behalf of its Shareholders pursuant to this Registration Statement have been duly authorized, validly issued, fully paid for and non-assessable as contemplated by the Registration Statement.

We do not express any opinion as to the laws of any other jurisdiction other than the General Corporation Law of the State of Nevada, all applicable provisions of Nevada State Constitution and all reported judicial decisions interpreting those laws as well as U.S. federal securities law.  No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.  This opinion is limited to the laws, including the rules and regulations thereunder, as in effect on the date hereof.

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This firm has made no independent attempt to verify the facts set forth in this opinion.  Any subsequent information regarding the facts may affect the opinions and conclusions stated herein.  The opinions expressed herein are limited to and conditioned upon the facts as stated and as deemed to be in existence based upon the information provided to this firm by the Company.  These facts are deemed to be accurate as of the date of this letter and this letter and the opinions do not take into consideration any events that may occur subsequent hereto.  Therefore, this firm reserves the right to modify or rescind its opinion if new facts are brought to its attention but has no obligation to expressly inform any holder of this opinion, except the Company.

Sincerely,

/s/  Joseph L. Pittera

Joseph L. Pittera, Esq.

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EX-23.1

Exhibit 23.1

MOORE & ASSOCIATES, CHARTERED

      ACCOUNTANTS AND ADVISORS

        PCAOB REGISTERED

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use, in the registration statement on Form S-1, of Wise Sales, Inc., of our report dated April 3, 2009 on our audit of the financial statements of Wise Sales, Inc. as of December 31, 2008, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the year ended December 31, 2008 and since inception on September 10, 2008 through December 31, 2008, and the reference to us under the caption “Experts.”

/s/ Moore & Associates, Chartered

Moore & Associates Chartered

Las Vegas, Nevada

May 1, 2009

6490 West Desert Inn Rd, Las Vegas, NV 89146 (702)253-7499 Fax (702)253-7501

EX-99.(A)

EXHIBIT 99(a):  Subscription Agreement

WISE SALES, INC.

Subscription Agreement

1. Investment:

The undersigned (“Buyer”) subscribes for ______ Shares of Common Stock of Lucas Publications, Inc. at $0.01 per share.

Total subscription price ($0.01 times number of Shares): = $________________.

PLEASE MAKE CHECKS PAYABLE TO:        Law Offices of Joseph L. Pittera, f/b/o Wise Sales, Inc.

2. Investor information:

Name (type or print)	SSN/EIN/Taxpayer I.D.
E-Mail address:
		Address
Joint Name (type or print)	SSN/EIN/Taxpayer I.D
E-Mail address:
		Address (If different from above)

Mailing Address (if different from above):
	Street	City/State	Zip

Business Phone: (       ) Home Phone: (       )

3. Type of ownership: (You must check one box)

o Individual o Custodian for

o Tenants in Common o Uniform Gifts to Minors Act of the State of:

o	Joint Tenants with rights of Survivorship	o	Corporation (Inc., LLC, LP) – Please List all officers, directors, partners, managers, etc.:
o	Partnership (Limited Partnerships use “Corporation”)
o	Trust
o	Community Property	o	Other (please explain)

4. Further Representations, Warrants and Covenants.  Buyer hereby represents warrants, covenants and agrees as follows:

(a) Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

(b) Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering.  In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

(c) Buyer is under no legal disability nor is Buyer subject to any order, which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares.  The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part.  Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

5. Acceptance of Subscription.

(a) It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion.  If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder.  In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription.

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6. Governing Law.

(a) This Subscription Agreement shall be governed and construed in all respects in accordance with the laws of the State of Nevada without giving effect to any conflict of laws or choice of law rules.

IN WITNESS WHEREOF, this Subscription Agreement has been executed and delivered by the Buyer and by the Company on the respective dates set forth below.

	INVESTOR SUBSCRIPTION ACCEPTED AS OF
		day of	,
Signature of Buyer
	Wise Sales, Inc.
Printed Name
Date	By:
	President

Deliver completed subscription agreements and checks to:

Law Offices of Joseph L. Pittera, Esq.

2214 Torrance Boulevard, Suite 101

Torrance, California 90501

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EX-99.(B)

Exhibit 99(b): Escrow Agreement

ESCROW AGREEMENT

AGREEMENT made as of the 30th day of April 2009 by and between Wise Sales, Inc. (“Issuer”), and the Law Offices of Joseph L. Pittera, 2214 Torrance Boulevard, Suite 101, Torrance, California 90501 (the “Escrow Agent”)

WITNESSETH

WHEREAS, the Issuer proposes to establish with the Escrow Agent an escrow account (the “Escrow Account”), to which subscription monies which are received by the Escrow Agent from the Issuer in connection with such public offering are to be credited, and the Escrow Agent is willing to establish the Escrow Account on the terms and subject to the conditions hereinafter set forth; and

WHEREAS, the Escrow Agent has an agreement with Washington Mutual Bank or such other bank as selected by the Escrow Agent and reasonably acceptable to the Issuer to establish a special bank account (the “Bank Account”) into which the subscription monies, which are received by the Escrow Agent from the Issuer and credited to the Escrow Account, are to be deposited;

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1.           Information Sheet.  Each capitalized term not otherwise defined in this Agreement shall have the meaning set forth for such term on the information sheet which is attached to this Agreement and is incorporated by reference herein and made a part hereof (the “Information Sheet”).

2.           Establishment of the Bank Account.

2.1           The Escrow Agent shall establish a non-interest bearing bank account at the branch of Chase Bank or such other bank as selected by the Escrow Agent and reasonably acceptable to the Issuer, and bearing the title set forth on the Information Sheet (heretofore defined as the “Bank Account”).  The purpose of the Bank Account is for (a) the deposit of all subscription monies (checks, cash or wire transfers) which are received by the Issuer from prospective purchasers of the Securities and are delivered by the Issuer to the Escrow Agent, (b) the holding of amounts of subscription monies which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.

2.2           The Offering Period, which shall be deemed to commence on the date set forth in the Issuer’s Prospectus to be supplied to the Escrow Agent and to terminate on the date set forth on the Information Sheet.  The last day of the Offering Period, or the last day of the Extension Period (if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the “Termination Date.”  Except as provided in Section 4.3 hereof, after the Termination Date, the Issuer shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.

3.           Deposits to the Bank Account.

3.1           The Issuer shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks, cash, or wire transfers.  Upon the Escrow Agent’s receipt of such monies, they shall be credited to the Escrow Account.  All checks delivered to the Escrow Agent shall be made payable to “Law Offices of Joseph L. Pittera, f/b/o Wise Sales, Inc.”  Any check payable other than to the Escrow Agent as required hereby shall be returned to the Issuer, by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement.

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3.2           Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account.  Amounts of monies so deposited are hereinafter referred to as “Escrow Amounts.”  The Escrow Agent shall cause Chase Bank to process all Escrow Amounts for collection through the banking system.  Simultaneously with each deposit to the Escrow Account, the Issuer shall inform the Escrow Agent in writing of the name and address of the prospective purchaser, the amount of Securities subscribed for by such purchaser, and the aggregate dollar amount of such subscription (collectively the “Subscription Information”).

3.3           The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information.  Wire transfers and cash representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments.

3.4           The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check, cash or wire, except during the Escrow Agent’s regular business hours.

3.5           Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the “Fund.”

3.6           If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by the Issuer.

4.           Disbursement from the Bank Account.

4.1           Subject to 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the Minimum Dollar Amount or the Minimum Securities Amount, as indicated by the Subscription Information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Bank Account for the amounts of such payments and transmitting them to the purchasers.  In such event, the Escrow Agent shall promptly notify the Issuer of its distribution of the Fund.

4.2           Subject to 4.3 below, if at any time up to the close of regular banking hours on the Termination Date, the Escrow Agent determines that the amount in the Fund is at least equal to the Minimum Dollar Amount and represents the sale of not less than the Minimum Securities Amount, the Escrow Agent shall promptly notify the Issuer of such fact in writing.   The Escrow Agent shall promptly disburse the Fund, by drawing checks on the Bank Account in accordance with instruction in writing signed by the Issuer as to the disbursement of the Fund, promptly after it receives such instructions.  In the event that cleared funds exceed the Minimum Dollar Amount, the Issuer may close on such excess funds when it closes on the Minimum Dollar Amount or opt to close on such excess funds at a later date or dates.  Such closing(s) may take place by mutual agreement of the Issuer any time during or after the Offering Period, as, and if, extended.

4.3           If the Escrow Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount, and result in the Fund representing the sale of the Minimum Securities Amount, the Collection Period (consisting of the number of business days set forth on the Information Sheet) shall be utilized to allow such uncollected amounts to clear the banking system.  During the Collection Period, the Escrow Agent shall not deposit or accept, any additional amounts; provided, however, that such amounts as were received by the Issuer by the close of business on the Termination Date may be deposited with the Escrow Agent by noon of the next business day following the Termination Date.  If at the close of business on the last day of the Collection Period an amount sufficient to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum Securities Amount shall not have cleared the banking system, the Escrow Agent shall promptly notify the Issuer in writing of such fact and shall promptly return all amounts then in the Fund, and any amounts which thereafter clear the banking system, to the prospective purchasers as provided in Section 4.1 hereof.

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4.4           Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and relieved from all liability under this Agreement.  It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

5.           Rights, Duties and Responsibilities of Escrow Agent.  It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

5.1           The Escrow Agent shall notify the Issuer, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent.

5.2           The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of any agreement between the Issuer and third parties nor shall the Escrow Agent be responsible for the performance by the Issuer of its respective obligations under this Agreement.

5.3           The Escrow Agent shall not be required to accept from the Issuer any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, cash, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited except as to the names, addresses and amounts of such payments; however, the Escrow Agent shall notify the Issuer promptly of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith.  Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved.

5.4           The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder.  The Escrow Agent, within a reasonable time, shall return to the Issuer any check received which is dishonored, together with Subscription Information, if any, which accompanied such check.

5.5           The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof.  The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity of any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document.

5.6           If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent’s sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined.  Upon the deposit by the Escrow Agent of the Fund with the Clerk of any such court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder.

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5.7           The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence.  The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.

5.8           The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any financing statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

6.           Amendment; Resignation.  This Agreement may be altered or amended only with the written consent of the parties hereto.  The Escrow Agent (and any successor escrow agent) at any time may be discharged from its duties and obligations hereunder by the delivery to it of a notice of termination signed by the Company, or at any time the Escrow Agent may resign by giving written notice to such effect to the Issuer.  Upon any such termination or resignation, the Escrow Agent shall deliver the Escrowed Amounts or the Fund to any successor escrow agent jointly designated by the other parties hereto in writing, or to any court of competent jurisdiction if no such successor escrow agent is agreed upon, whereupon the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with this Escrow Agreement.  The termination of services or resignation of the Escrow Agent shall take effect on the earlier of (i) the appointment of a successor (including a court of competent jurisdiction) or (ii) the day that is 30 days after the date of delivery: (A) to the Escrow Agent of the other parties’ notice of termination or (B) to the other parties hereto of the Escrow Agent’s written notice of resignation.  If at that time the Escrow Agent has not received a designation of successor escrow agent, the Escrow Agent’s sole responsibility after that time shall be to keep the Escrowed Amounts or the Fund safe until receipt of a designation of a successor escrow agent or a joint written disposition instruction by the other parties hereto or an enforceable order of a court of competent jurisdiction.  Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

7.           Representations and Warranties.  The Issuer hereby represents and warrants to the Escrow Agent that:

7.1           No party other than the parties hereto and the prospective purchasers have, or shall have, any lien, claim or security interest in the Escrow Amounts or the Fund or any part thereof.

7.2           No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Amounts or the Fund or any part thereof.

7.3           The Subscription Information submitted with each deposit shall, at the time of submission and at the time of the disbursement of the Fund, be deemed a representation and warranty that such deposit represents a bona fide payment by the purchaser described therein for the amount of Securities set forth in such Subscription Information.

7.4           All of the information contained in the Information Sheet is, as of the date hereof, and will be, at the time of any disbursement of the Fund, true and correct.

8.           Fees and Expenses.  The Escrow Agent shall be entitled to the Escrow Agent Fees set forth on the Information Sheet, payable as and when stated therein.  In addition, the Issuer agrees to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement, including but not limited to, reasonable counsel fees.  Upon receipt of the Minimum Dollar Amount, the Escrow Agent shall have a lien upon the Fund to the extent of its fees for services as Escrow Agent.

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9.           Indemnification and Contribution.

9.1           The Issuer (referred to as the “Indemnitor”) agrees to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the “Indemnitees”) against and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.

9.2           If the indemnification provided for in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitor shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any such amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitor.

9.3           The provisions of the Article 9 shall survive any termination of this Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent or otherwise.

10.           Participating Broker/Dealers.

The Issuer will notify the Escrow Agent of the names of any participating broker/dealers other than the Issuer and the Escrow Agent is authorized to accept subscription payments from such broker/dealers and/or their customers.

11.           Governing Law and Assignment.  This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Amounts or the Fund shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer, which consent shall not be unreasonably withheld or delayed.

12.           Notices.  All notices required to be given in connection with this Agreement shall be (a) delivered by hand or by facsimile (with confirmation of receipt), or (b) sent by registered or certified mail, or by the Express Mail service offered by the United States Post Office with proper postage prepaid, and addressed as follows:

If to the Issuer, to:

Wise Sales, Inc.

4701 WASHINGTON AVE, SUITE 210

RACINE, WISCONSIN 53406

Telephone (262) 886- 6328

If to the Escrow Agent:

Law Offices of Joseph L. Pittera

2214 Torrance Boulevard

Suite 101

Torrance, California 90501

Telephone (310) 328-3588

Facsimile (310) 328-3063

or to such other address as the person to whom notice is to be given may have previously furnished to the others in the above-referenced manner.  All such notices and communications, if mailed, shall be effective, if to the Issuer, five days after deposited in the mails, and if to the Escrow Agent shall not be effective until received.  Notices of changes of address shall not be effective until received.

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13.           Severability.  If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

14.           Execution in Several Counterparts.  This Agreement may be executed in several counterparts or by separate instruments, and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

15.           Entire Agreement.  This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

Wise Sales, Inc.

By: /s/  Kurt Wise

     Kurt Wise

     President

Law Offices of Joseph L. Pittera

By: /s/  Joseph L. Pittera, Esq.

     Joseph L. Pittera, Esq.

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ESCROW AGREEMENT INFORMATION SHEET

ESCROW AGREEMENT INFORMATION SHEET

1.  The Issuer Name: Wise Sales, Inc. Address: 4701 Washington Ave., Suite 210                  Racine, Wisconsin 53406   State of Incorporation: Delaware

2.  The Escrow Agent Name: Law Offices of Joseph L. Pittera Address: 2214 Torrance Boulevard                  Suite 101                  Torrance, California 90501

3.  The Securities   Description of the Securities to be offered:  3,000,000 Shares of Common Stock   Offering Price per Share: $0.01 per Share.

4.  Aggregate dollar amount which must be collected before the Escrow Account maybe disbursed to the Issuer (“Aggregate Dollar Amount”): $30,000.00.   Total amount of securities which must be subscribed for before the Escrow Account may be disbursed to the Issuer (“Aggregate Securities Amount”): 3,000,000 Shares of Common Stock.   Maximum Amount – The maximum number of Shares to be sold is 3,000,000 Shares and the maximum dollar amount is $30,000.00.

5.  Plan of Distribution of the Securities Offering Period: From the date of the Prospectus until _________________, 2009. Extension Period, if any:_____________, 2009 through_______________, 2009. Collection Period, if any: 10 business days.

6.  Title of Bank Account: Law Offices of Joseph L. Pittera Client Trust Account f/b/o Wise Sales, Inc.

7.  Escrow Agent Fees $2,000.00 upon the distribution of funds based upon reaching the Minimum Dollar Amount.  All other fees will be mutually agreed upon by the Issuer and the Escrow Agent.

8.  Federal I.D. No. 26-3386352

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