Luvu Brands, Inc. - Quarter Report: 2008 September (Form 10-Q)

Wes Consulting, Inc. -- Quarterly Report on Form 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2008

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________

Commission File No. 333-141022

WES CONSULTING, INC.

(Exact name of small business issuer as specified in its charter)


	FLORIDA	59-3581576
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Tax. I.D. No.)

4801 96^th Street N. St. Petersburg, Florida 33708
(Address of Principal Executive Offices)

(866) 766-4367
(Registrant’s Telephone Number, Including Area Code)

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

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.

Large accelerated filer.o

Accelerated filer. o

Non-accelerated filer. o

(Do not check if a smaller reporting company)

Smaller reporting company. þ

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

The number of shares outstanding of each of the issuer’s classes of common stock as of September 30, 2008: 1,200,000

Quick Link to Table of Contents

TABLE OF CONTENTS

Part I – Financial Information

Item 1. Financial Statements

Item 2. Management’s Discussion And Analysis Or Plan Of Operation

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls And Procedures

Part II – Other Information

Item 1. Legal Proceedings

Item 2. Unregistered Shares Of Equity Securities And Use Of Proceeds

Item 4. Submission Of Matters To A Vote Of Security Holders

Item 5. Other Information

Item 6. Exhibits

Signatures

Exhibit Index

Quick Link to Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Randall N. Drake, C.P.A., P.A.

1981 Promenade Way

Clearwater, Florida 33760

Phone: (727) 536-4863

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of WES Consulting, Inc.

We have reviewed the accompanying balance sheet of WES Consulting, Inc. as of September 30, 2008 and the related statements of operations and cash flows for the three-month and nine-month periods ended September 30, 2008 and 2007. These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

Randall N. Drake, CPA, PA

Clearwater, Florida

November 4, 2008

Quick Link to Table of Contents

Wes Consulting, Inc.

Balance Sheet

As of


						September 30, 2008	December 31, 2007
						(Unaudited)	(Audited)

					ASSETS
	Current Assets
		Cash & Cash Equivalents				2,631	1,875
		Accounts Receivable				15,000		15,000
	Total Current Assets					17,631		16,875
	Fixed Assets
		Computer & Office Equipment				4,044		4,044
		Accumulated Depreciation				(3,194)		(2,623)
	Total Fixed Assets					850		1,421
TOTAL ASSETS						18,481		18,296
LIABILITIES & STOCKHOLDERS' EQUITY
	Liabilities
		Current Liabilities
				Due To American Express		1,177		494
				Accrued Expenses		850		3,500
				Loan From Stockholder		23,360		16,614
				Payroll Taxes Payable		0		56
			Total Current Liabilities			25,387		20,664
	Total Liabilities					25,387		20,664
	Stockholders' Equity
		Common Stock, $.01 Par Value, 175,000,000 shares
			authorized, 1,200,000 issued & outstanding			12,000		12,000
		Paid in Capital				1,487		1,487
		Accumulated Deficit				(20,393)		(15,855)
	Total Equity					(6,906)		(2,368)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY						18,481		18,296

See accompanying notes and accountant's report.

Quick Link to Table of Contents

Wes Consulting, Inc.

Statement of Operations

For the


			3 months ended	3 months ended	9 months ended	9 months ended
			September 30, 2008	September 30, 2007	September 30, 2008	September 30, 2007
			(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

Revenue:
	Consulting Income-NTT Quaris	15,000		20,000	45,000	50,000
	Property Management Fees-Note C	5,250		5,250	15,750	15,750
Total Income		20,250		25,250	60,750	65,750
Operating Expenses:
	Automobile Expense	200		641	1,000	1,265
	Bank Service Charges	45		0	75	21
	Depreciation Expense	193		198	572	576
	Dues and Subscriptions	75		0	393	119
	Internet & Computer	246		165	466	440
	Meals and Entertainment	491		558	1,151	558
	Office Supplies	45		277	548	429
	Officer's Salary	18,500		19,000	53,000	51,000
	Licenses and Permits	189		0	347	150
	Meetings & Travel	2,551		586	2,551	586
	Payroll Tax Expense	0		1,453	0	3,980
	Postage and Delivery	0		132	10	420
	Professional Fees	200		75	200	16,530
	Professional Fees-Auditor	750		700	2,250	5,950
	Rent-Note D	750		750	2,250	2,250
	Telephone	179		99	476	317
Total Expense		24,414		24,634	65,289	84,591
Net Income(Loss)		(4,164)		616	(4,539)	(18,841)

	Net income (loss) per share-Note E	$0.00		$0.00	$0.00	($0.02)

Weighted Average Shares Basic and Diluted		1,200,000		1,200,000	1,200,000	1,200,000

See accompanying notes and accountant's report.

Quick Link to Table of Contents

Wes Consulting, Inc.

Statement of Cash Flows

For the Nine months Ended September 30,

(UNAUDITED)


			2008	2007
OPERATING ACTIVITIES:
	Net Income(Loss)		($4,539)	($18,841)
	Adjustments to reconcile Net Income
	to net cash provided by operations:
		Depreciation Expense	572	576
	Changes in Operating Assets and Liabilities:
		Accounts Receivable
		Accrued Expenses	(2,022)	1,432
Net cash provided (used) by Operating Activities			(5,989)	(16,833)
FINANCING ACTIVITIES:
	Shareholder Loans		6,745	19,488
Net cash provided (used) by Financing Activities			6,745	19,488

INVESTING ACTIVITIES:
	Office Equipment acquired			(246)
Net cash provided (used) by Investing Activities			0	(246)
Net increase(decrease) in cash & cash equivalents			756	2,409
Cash & cash equivalents at beginning of period			1,875	1,952
Cash & cash equivalents at end of period			$2,631	$4,361

See accompanying notes and accountant's report.

Quick Link to Table of Contents

WES CONSULTING, INC.

Notes to Financial Statements

September 30, 2008 and September 30, 2007

(UNAUDITED)

NOTE A – ORGANIZATION AND NATURE OF BUSINESS

The Company was incorporated February 25, 1999 in the State of Florida. The Company is in the business of consulting and commercial property management.

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Basis for Presentation

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and nine month periods ended September 30, 2008 and September 30, 2007; (b) the financial position at September 30, 2008 and (c) cash flows for the nine month periods ended September 30, 2008 and September 30, 2007, have been made.

The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.

The financial statement and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying unaudited financial statements should be read in conjunction with the financial statements for the years ended December 31, 2007 and December 31, 2006 (presented in last audited filing) and notes thereto in the Company’s annual report on Form 10-K for the year ended December 31, 2007, filed with the Securities and Exchange Commission. Operating results for the three and nine months ended September 30, 2008 and September 30, 2007 are not necessarily indicative of the results that may be expected for the entire year.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all short-term securities with a maturity of three months or less to be cash equivalents.

Fixed Assets

Property and equipment are stated at cost. Depreciation is computed using straight-line methods over the estimated useful lives of the assets. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

The carrying amount of all long-lived assets is evaluated periodically to determine if adjustment to the depreciation and amortization period or the unamortized balance is warranted. Based upon its most recent analysis, the Company believes that no impairment of equipment exists as of September 30, 2008.

Quick Link to Table of Contents

WES CONSULTING, INC.

Notes to Financial Statements

September 30, 2008 and September 30, 2007

(UNAUDITED)

(continued)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the corporation to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.

Revenue Recognition

The Company generates revenue through consulting services and commercial real estate management services. The Company provides these services and bills for them on a monthly or quarterly basis. The Company recognizes its revenue when its monthly or quarterly services are completed. The company receives all of its income from two clients.

Accounts Receivable

Based on management’s review of accounts receivable, no allowance for doubtful accounts was considered necessary. Receivables are determined to be past due, based on payment terms of original invoices. The Company does not typically charge interest on past due receivables.

Income Taxes

The company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the periods presented is offset by a valuation allowance established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such to be more likely than not. The Company has incurred net operating loss carry forwards through December 31, 2007.

Fair Values Of Financial Instruments

Statement of Financial Accounting Standards No. 107, “Disclosures About Fair Value of Financial Instruments”, requires the Corporation to disclose estimated fair value for its financial instruments. Fair Value estimates, methods, and assumptions are set forth as follows for the Corporation’s financial instruments. The carrying amounts of cash, receivables, other current assets, payables, accrued expenses and notes payable approximate fair value because of the short maturity of those instruments.

Recently Adopted or Issued Accounting Pronouncements

There are no recently issued accounting standards that will have an impact on the financial statements that have not been adopted.

NOTE C – RELATED PARTY TRANSACTIONS

The Company currently derives all of its property management fee revenue from commercial properties owned by the mother of a key shareholder. The company also leases its principal location from this same individual (see also Note D).

Quick Link to Table of Contents

WES CONSULTING, INC.

Notes to Financial Statements

September 30, 2008 and September 30, 2007

(UNAUDITED)

(continued)

NOTE D – RENT

The Company leases its principal business location at 4801 96^th St. N, St. Petersburg, Florida on a month-to-month basis from the mother of a major stockholder. The monthly rent of $250.00 is considered by management to be at fair market value for the space being provided.

NOTE E – EARNINGS (LOSS) PER COMMON SHARE

For the nine months ended September 30, 2008 earnings per common share of ($.00) were calculated based on a net loss numerator of ($4,539) divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at September 30, 2008. For the nine months ended September 30, 2007 earnings (Loss) per common share of ($.01) were calculated based on a net loss numerator of ($18,841) divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at September 30, 2007.There are no share equivalents.

Quick Link to Table of Contents

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion should be read in conjunction with our unaudited financial statements and the notes thereto.

Forward-Looking Statements

This quarterly report contains forward-looking statements relating to us that are based on the beliefs of our management as well as assumptions made by, and information currently available to, our management. When used in this Report, the words "anticipate", "believe", "estimate", "expect", "intend", "plan" and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management's current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our potential inability to raise additional capital, the possibility that third parties hold proprietary rights that preclude us from marketing our products, the emergence of additional competing technologies, changes in domestic and foreign laws, regulations and taxes, changes in economic conditions, uncertainties related to Japan's legal system and economic, political and social events in Japan, a general economic downturn, a downturn in the securities markets, Securities and Exchange Commission regulations which affect trading in the securities of "penny stocks," and other risks and uncertainties. Should any of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Report as anticipated, estimated or expected.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to "Wes" "we," "us," or "our" and the "Company" are references to the business of Wes Consulting, Inc.

Use of GAAP Financial Measures

We use GAAP financial measures in the section of this quarterly report captioned "Management’s Discussion and Analysis or Plan of Operation." All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.

Overview

This subsection of MD&A is an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings for the periods covered.

General

WES Consulting, Inc. was incorporated on February 25, 1999 under the laws of the State of Florida. Since inception, we have engaged in providing consulting services to companies requiring expert guidance and assistance in successfully upgrading and improving their high-volume commercial printing businesses. The primary emphasis has been on global companies involved in printing telephone directories.

Sources of Revenue

Our Company currently has two (2) different revenue streams. Our primary source of revenue is from our commercial printing consulting services. Our revenues from these services have remained relatively constant at approximately $60,000.00 per year. Our secondary revenue source is our property management services. These services are provided to a Trust, the Trustee of which is related to our Vice President. These fees are more subject to change at any time in the future due to the nature of the relationship between our company and the related party. We have not seen an increase

Quick Link to Table of Contents

from the third quarter 2007 to 2008 and we do not expect any increase-per-year from 2007 to 2008 unless and until we are able to secure funding to begin expansion.

We are an operating company that is seeking to expand its operations. We have an operating history and have generated revenues from our activities that have produced both net incomes and losses. We have yet to undertake any expansion activity. As our company is considered to be in the early stages of business and there is no reasonable likelihood that increased revenues can be derived from our expansion in the foreseeable future, we consider that our operations will require us to retain management personnel that can lead the company in its expansion.

Our Board of Directors believes there is substantial doubt that we can expand our operations as well as continue as an on-going business for the next twelve months unless we obtain additional capital to pay for our expansion of operations. This is because we have not generated sufficient profits to cover our expansion. Accordingly, we must raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company. We must raise cash to implement our planned expansion of acquiring existing commercial printing companies in Latin America and Southeast Asia.

Our future financial success will be dependent on the success of our expansion. Such expansion may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any expansion is largely dependent on factors beyond our control such as the market for our high-volume commercial printing services.

Results of Operations

General

The following table shows our revenues, expenditures and net income for the period ended September 30, 2008 and September 30, 2007.

Table 4.0 Revenues, Expenditures and Net Income


YEAR	REVENUE	EXPENSES	NET INCOME (LOSS)
September 30, 2008	$ 60,750	$ 65,289	$ (4,539)
September 30, 2007	$ 65,750	$ 84,591	$ (18,841)

Economic and Industry Wide Factors Relevant to our Company

We do not foresee any particular economic or industry factors that may have an immediate economic impact on our business.

Opportunity for Growth

Our primary focus is the acquisition and upgrading of commercial printing companies in Latin America and Southeast Asia. The companies we seek are those located in underserved markets. Targeted companies will include those with clients who require high-volume and high-quality specialty printing. Companies who would benefit tremendously by utilizing a printing company that offers shaft-less presses, hybrid printing presses, web-offset machines, variable sleeve offset printing, online media and other high performance presses. While the physical plant will be located in these geographical areas, customers can be solicited in the global marketplace. Today’s technology supports global and off-shore business relationships.

Quick Link to Table of Contents

Material Risks, Trends and Uncertainties Affecting our Business

The revenue growth and profitability of our business depend on the overall market demand for high-volume commercial printing. At the present time we have just one (1) client, NTT Quaris. After expansion, we anticipate that we will not have to rely on any one or a limited number of customers for our business. We expect to increase our customer base once our business plan is implemented. While our target markets are limited, we may rely on just a few printing company acquisitions due to the underserved nature of those markets.

Because we are planning to expand into the Latin America and Southeast Asia print markets, our revenue will be subject to the fluctuations in the exchange rates. Fluctuations in the currency markets will affect our revenues and earnings. The difference in currency rates may also affect the cost of our products to manufacture our final product. Failure to generate revenues may cause us to stop our expansion, and purchasers of our shares may not have any liquidity for their investment.

We may not be able to acquire the high-volume commercial print shops and the personnel, supplies and materials we need to begin expansion, which could cause us to delay or suspend activity. We have made no attempt to locate or negotiate with any high-volume commercial print shops or suppliers of personnel, products, equipment or raw materials. We will attempt to locate high-volume commercial print shops and personnel, products, equipment and raw materials if and when we begin to undertake the expansion activity, which is now expected in the fourth quarter of 2008. Competition and unforeseen limited availability of high-volume commercial print shops available for acquisition could have material adverse affects on our profitability. If we cannot acquire the commercial print shops suitable for high-volume printing that we need, or the requisite personnel, products, equipment, and raw materials, we will have to suspend our expansion plans until we can accomplish such acquisitions, which suspension could cause investors to lose all or a part of their investment.

Although we may acquire the requisite high-volume commercial print shops and operate successfully, we are targeting a market that may be susceptible to political unrest which could cause us to suspend or discontinue operations. Our business plan is to acquire high-volume commercial print shops and personnel, products, equipment and raw materials in Latin America and Southeast Asia. The governments in these areas are not as stable as the United States and may be susceptible to political uprising or conflict. Under these circumstances, we might be forced to suspend or discontinue our operations until stability returns to the region. Such suspension or discontinuance would likely cause investors to lose all or part of their investment.

We rely on non-disclosure agreements and other confidentiality procedures and contractual provisions to protect our business model. It may be possible for unauthorized third parties to copy our business model or otherwise obtain and use information that we regard as proprietary. Further, third parties could challenge the scope or enforceability of our proprietary claim to our business model.

Operating Results for the nine months Ended September 30, 2008 Compared To September 30, 2007 (Unaudited)

The following tables set forth key components of our results of operations for the periods indicated, in dollars and key components of our revenue for the periods indicated in dollars.

Quick Link to Table of Contents

Wes Consulting, Inc.

Statement of Operations

For the:


		9 months ended	9 months ended
		September 30, 2008	September 30, 2007
		(Unaudited)	(Unaudited)	Change	% Change
Revenue:
	Consulting Income-NTT Quaris	45,000	50,000	(5000)		-10%
	Property Management Fees-Note C	15,750	15,750	0		0%
Total Income		60,750	65,750	(5000)		-8%
Operating Expenses:
	Automobile Expense	1,000	1,265	(265)		-21%
	Bank Service Charges	75	21	54		257%
	Depreciation Expense	572	576	(4)		-1%
	Dues and Subscriptions	393	119	274		230%
	Internet & Computer	466	440	26		6%
	Meals and Entertainment	1,151	558	593		106%
	Office Supplies	548	429	119		28%
	Officer's Salary	53,000	51,000	2,000		4%
	Licenses and Permits	347	150	197		131%
	Meetings & Travel	2,551	586	1,965		335%
	Payroll Tax Expense	0	3,980	(3,980)		-100%
	Postage and Delivery	10	420	(410)		-98%
	Professional Fees	200	16,530	(16,330)		-99%
	Professional Fees-Auditor	2,250	5,950	(3,700)		-62%
	Rent-Note D	2,250	2,250	0		0%
	Telephone	476	317	159		50%
Total Expense		65,289	84,591	(19,302)		-23%
Net Income(Loss)		(4,539)	(18,841)	14,302		-76%

	Net income (loss) per share-Note E	$0.00	($0.02)	0		-100%

Weighted Average Shares Basic and Diluted		1,200,000	1,200,000	0		0%

Revenues. For the nine months ended September 30, 2008, revenues were $60,750, compared to $65,750 for the nine months ended September 30, 2007. In the third quarter of 2007, the Company provided additional services, over and above the terms of the agreement with NTT Quaris, for which NTT Quaris paid the Company a one-time additional $5,000 fee. Notwithstanding this payment, there was no increase or decrease in revenues which is largely due to the fact that there has been no change in contract terms with NTT Quaris or our property management fees.

Cost of Revenues. Cost of Revenues decreased by $19,302 to $65,289 for the nine months ended September 30, 2008 from $84,591 for the nine months September 30, 2007. The decrease in cost of revenues of $19,302 is largely due to the

Quick Link to Table of Contents

decrease in professional fees associated with our registration with the SEC which was completed on July 5, 2007. As a percentage of revenues, our cost of revenue was 107% for the nine months ended September 30, 2008, a decrease from 129% for the nine months ended September 30, 2007.

Gross Profit (Loss). For the nine months ended September 30, 2008 and 2007, we incurred losses of $4,539 and $18,841 respectively, a decrease of $14,302. The decrease in our losses is due primarily to the reduced costs associated with our registration fees (i.e., audit and attorney fees).

Income before Taxes. Income before taxes for the nine months ended September 30, 2008 was ($4,539). Income before taxes as a percentage of revenues was (7%) for the nine months ended September 30, 2008.

Provision for Income Taxes. No provision for income taxes was made in the nine months ended September 30, 2008.

Net Income (Loss). As a result of the factors described above, net loss decreased from ($18,841) for the nine months ended September 30, 2007 to ($4,539) for the same period in 2008.

Liquidity and Capital Resources

As of September 30, 2008, we had cash and cash equivalents of $2,631.

We have not generated sufficient profits to cover our expansion. Accordingly, we must raise cash from sources other than our operations. Our only other source for cash at this time is investment by others in the Company. As of September 30, 2008, we have been unsuccessful in our endeavors to obtain investors. We are exploring other options to raise capital. We are attempting to locate a broker to assist the company in raising additional capital or completing a business combination to increase shareholder value. As of the date of this report we have not entered into any discussions with any company regarding a possible business combination.

** remainder of this page intentionally left blank **

Quick Link to Table of Contents

Cash Flow for nine months ended September 30, 2008 compared to September 30, 2007 (Unaudited)

The following table provides the statements of net cash flows for the periods presented in this filing:

Wes Consulting, Inc.

Statement of Cash Flows

For the:


			9 months ended	9 months ended
			September 30, 2008	September 30, 2007
			(Unaudited)	(Unaudited)	Change	% Change
OPERATING ACTIVITIES:
	Net Income(Loss)		($4,539)	($18,841)	$14,302	-76%
	Adjustments to reconcile Net Income
	to net cash provided by operations:
		Depreciation Expense	572	576	($4)	-1%
	Changes in Operating Assets and Liabilities:
		Accounts Receivable
		Accrued Expenses	(2,022)	1,432	($3,454)	-241%
		Income Taxes Payable	0	0	$0	0%
		Sales Tax Payable	0	0	$0	0%
Net cash provided (used) by Operating Activities			(5,989)	(16,833)	$10,844	-64%
FINANCING ACTIVITIES:
	Issuance of Common Stock		0	0	$0	0%
	Decrease in amounts Due to Afiliates		0	0	$0	0%
	Shareholder Loans		6,745	19,488	($12,743)	-65%
Net cash provided (used) by Financing Activities			6,745	19,488	($12,743)	-65%

INVESTING ACTIVITIES:
	Office Equipment acquired			(246)	$246	-100%
Net cash provided (used) by Investing Activities			0	(246)	$246	-100%
Net increase(decrease) in cash & cash equivalents			756	2,409	($1,653)	-69%
Cash & cash equivalents at beginning of period			1,875	1,952	($77)	-4%
Cash & cash equivalents at end of period			$2,631	$4,361	($1,730)	-40%

Operating Activities. For the nine months ended September 30, 2008 and 2007, our operating activities used $5,989 and $16,833, respectively. This decrease in cash used was mainly due to the decrease in professional fees associated with our SEC reporting requirements versus the much higher fees associated with the SEC registration process.

Investing Activities. As we had no investing activity for the nine month period ended September 30, 2008, we show a small decrease in investing of $246 compared to the same period in 2007. The 2007 investing activity reflected the purchase of office equipment.

Financing Activities. Net cash provided by financing activities in the nine month periods ended September 30, 2008 and 2007 totaled $6,745 and $19,488, respectively. The decrease in the cash provided by financing activities was entirely attributable to a reduction in cash provided by stockholder loans.

Quick Link to Table of Contents

Seasonality of our Sales

Our operating results and operating cash flows historically have not been subject to seasonal variations. We do not anticipate a change in the patterns due to seasonality at this time.

Inflation

Inflation does not materially affect our business or the results of our operations.

Recent Accounting Pronouncements

The Company adopted the provisions of Financial Standards Accounting Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109 ("FIN 48"), on January 1, 2007. There were no unrecognized tax benefits and there was no effect on the Company's financial condition or results of operations as a result of implementing FIN 48.

The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. As of the date of adoption of FIN 48, there was no accrued interest or penalty associated with any unrecognized tax benefits nor was any interest expense recognized during the period.

In December 2007, the Financial Accounting Standards Board issued Statement of SFAS No. 141(revised 2007), Business Combinations, which replaces SFAS No. 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141(R) is effective for the Company beginning January 1, 2009 and will apply prospectively to business combinations completed on or after that date.

In December 2007, the Financial Accounting Standards Board issued SFAS No. 160; Noncontrolling Interest in Consolidated Financial Statements, and amendment of ARB 51, which changes the accounting and reporting for minority interest. Minority interest will be recharacterized as non-controlling interest and will be reported as component of equity separate from the parent's equity, and purchases or sales of equity interests that do not result in change in control will be accounted for as equity transactions. In addition, net income attributable to the non-controlling interest will be included in consolidated net income on the dace of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is effective for the Company beginning January 1, 2009 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retrospectively.

In March 2008, the Financial Accounting Standards Board issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. SFAS No. 161 requires additional disclosures related to the use of derivative instruments, the accounting for derivatives and the financial statement impact of derivatives. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008. The adoption of SFAS No. 161 will not impact the Company's financial statements.

In May 2008, the Financial Accounting Standards Board issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in

Quick Link to Table of Contents

Conformity With Generally Accepted Accounting Principles.” We do not expect its adoption will have a material impact on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not have exposure to many market risks, such as potential loss arising from adverse change in market rates and prices, such as foreign currency exchange and interest rates. We do not hold any derivatives or other financial instruments for trading or speculative purposes.

ITEM 4.

CONTROLS AND PROCEDURES

An evaluation was carried out, under the supervision and with the participation of our management, including Sanford H. Barber, our President, Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report on Form 10-Q. Disclosure controls and procedures are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Form 10-Q, is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Based on that evaluation, Mr. Barber concluded that, as of September 30, 2008, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

There were no changes in our internal control over financial reporting identified in connection with the evaluation performed that occurred during the six-month period covered by this report that has materially affected or is reasonably likely to materially affect, our internal control over financial reporting.

** remainder of this page intentionally left blank **

Quick Link to Table of Contents

PART II – OTHER INFORMATION

ITEM 1

LEGAL PROCEEDINGS

There is no pending litigation by or against us.

ITEM 2

UNREGISTERED SHARES OF EQUITY SECURITIES AND USE OF PROCEEDS

Except as specified below, we have not sold any of our securities in a private placement transaction or otherwise during the past three years.

Set forth below is information regarding the issuance and sales of Wes Consulting, Inc.'s common stock without registration under the Securities Act of 1933during the last three years. No sales involved the use of an underwriter and no underwriter discounts or commissions were paid in connection with the sale of any securities.

During the third quarter of 2006 the following forty-two (42) individuals were issued from authorized stock for additional paid-in capital. These shares were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 as the shares were not a part of a public offering and Rule 504 of the Rules and Regulations of the Securities Act of 1933. There was no distribution of a prospectus, private placement memorandum, or business plan to the public. Shares were sold to personal business acquaintances of the Officers and Directors of the Company. Each individual is considered educated and informed concerning small investments, such as the $3.00 investment in our Company.

All of the shares listed below have been registered in the registration statement filed by the company and declared effective by the Securities and Exchange Commission.

** remainder of this page intentionally left blank **

Quick Link to Table of Contents


Name of Stockholder	Shares Received	Consideration	Date Shares Were Acquired
Carol B. Barber	6,000	$3.00 Check	November 2, 2006
Darcy Fox	6,000	$3.00 Check	November 2, 2006
Andrea Johnson	6,000	$3.00 Check	November 2, 2006
Leah Barber-Heinz	6,000	$3.00 Check	November 2, 2006
Eric Heinz	6,000	$3.00 Check	November 2, 2006
Amy Person	6,000	$3.00 Check	November 2, 2006
Thomas Burress	6,000	$3.00 Check	November 2, 2006
Kathryn Burress	6,000	$3.00 Check	November 2, 2006
Phil Tirado	6,000	$3.00 Check	November 2, 2006
Tabitha Tirado	6,000	$3.00 Check	November 2, 2006
Robert Heinz	6,000	$3.00 Check	November 2, 2006
Sandy Reigel	6,000	$3.00 Check	November 2, 2006
Adriano Alcoz	6,000	$3.00 Check	November 2, 2006
Kim Turner	6,000	$3.00 Check	November 2, 2006
Audra Latham	6,000	$3.00 Check	November 2, 2006
Max Wilson	6,000	$3.00 Check	November 2, 2006
John J. Piazza	6,000	$3.00 Check	November 2, 2006
Scott R. Bills	6,000	$3.00 Check	November 2, 2006
Ted Thompson	6,000	$3.00 Check	November 2, 2006
Sherrie J. Long	6,000	$3.00 Check	November 2, 2006
Allison Snell	6,000	$3.00 Check	November 2, 2006
Mildred E. Snell	6,000	$3.00 Check	November 2, 2006
Susan Mauro	6,000	$3.00 Check	November 2, 2006
John Mauro	6,000	$3.00 Check	November 2, 2006
Julie O’Loughlin	6,000	$3.00 Check	November 2, 2006
John O’Loughlin	6,000	$3.00 Check	November 2, 2006
William Snell, III	6,000	$3.00 Check	November 2, 2006
Paula Snell	6,000	$3.00 Check	November 2, 2006
Brenda Nelson Horn	6,000	$3.00 Check	November 2, 2006
Keith Brown	6,000	$3.00 Check	November 2, 2006
Barbara Brown	6,000	$3.00 Check	November 2, 2006
David Lee Wilkerson	6,000	$3.00 Check	November 2, 2006
Mary B. Wilkerson	6,000	$3.00 Check	November 2, 2006
Terry Burns	6,000	$3.00 Check	November 2, 2006
Jack Cash	6,000	$3.00 Check	November 2, 2006
Robert D. Brinley	6,000	$3.00 Check	November 2, 2006
Richard Leach	6,000	$3.00 Check	November 2, 2006
Rebecca Lazo	6,000	$3.00 Check	November 2, 2006
Anthony J. Morrison	6,000	$3.00 Check	November 2, 2006
Tina M. Morrison	6,000	$3.00 Check	November 2, 2006
Theresa Mary Gaud.	6,000	$3.00 Check	November 2, 2006
Vincent LaFrazia	6,000	$3.00 Check	November 2, 2006

Quick Link to Table of Contents

ITEM 4

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to our security holders during the nine month period ending September 30, 2008 that were not reported in a current report on Form 8-K.

ITEM 5

OTHER INFORMATION

Committees

We currently do not have standing audit, nominating or compensation committees. Currently, our entire Board of Directors is responsible for the functions that would otherwise be handled by these committees. We intend, however, to establish an audit committee, a nominating committee and a compensation committee of the Board of Directors. We envision that the audit committee will be primarily responsible for reviewing the services performed by our independent auditors, evaluating our accounting policies and our system of internal controls. The nominating committee would be responsible for nomination of new director candidates and will be responsible for implementing our corporate governance policies and procedures. The compensation committee will be primarily responsible for reviewing and approving our salary and benefits policies (including stock options) and other compensation of our executive officers.

Our Board of Directors has not made a determination as to whether any member of our board is an audit committee financial expert. Upon the establishment of an audit committee, the board will determine whether any of the directors qualify as an audit committee financial expert.

ITEM 6

EXHIBITS


Exhibit No.	Description
3(i)	Amended and Restated Articles of Incorporation Filed on March 2, 2007 as Exhibit 3(i) to the registrant’s Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
3(ii)	Bylaws Filed on March 2, 2007 as Exhibit 3(ii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
15	Letter re Unaudited Interim Financial Information
23.1	Auditor Consent Filed on May 4, 2007 as Exhibit 23.1 to the registrant’s Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
31.1	Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Quick Link to Table of Contents

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	WES CONSULTING, INC.


Dated: November 10, 2008	/s/Sanford H. Barber.
	Sanford H. Barber
	Chief Executive Officer


Dated: November 10, 2008	/s/Sanford H. Barber.
	Sanford H. Barber
	Chief Financial Officer

EXHIBIT INDEX


Exhibit No.	Description
3(i)	Amended and Restated Articles of Incorporation Filed on March 2, 2007 as Exhibit 3(i) to the registrant’s Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
3(ii)	Bylaws Filed on March 2, 2007 as Exhibit 3(ii) to the registrant’s Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
15	Letter re Unaudited Interim Financial Information
23.1	Auditor Consent Filed on May 4, 2007 as Exhibit 23.1 to the registrant’s Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
31.1	Certification of Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.