Luvu Brands, Inc. - Quarter Report: 2009 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 2009
£ 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
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WES CONSULTING, INC. |
(Exact name of small business issuer as specified in its charter) |
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 £ No S
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
£ Yes S No
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.
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Large accelerated filer. £ | Accelerated filer. £ |
Non-accelerated filer. £ (Do not check if a smaller reporting company) | Smaller reporting company. S |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes £ No S
The number of shares outstanding of each of the issuer’s classes of common stock as of March 31, 2009: 1,200,000
1
TABLE OF CONTENTS
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2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Wes Consulting, Inc.
Balance Sheet
As of
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| March 31, 2009 | December 31, 2008 | ||||
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| (Unaudited) | (Audited) | ||||
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| ASSETS |
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| Current Assets |
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| Cash & Cash Equivalents | 6,699 | 2,613 | |||||||
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| Accounts Receivable | 15,000 | 15,000 | |||||||
| Total Current Assets | 21,699 | 17,613 | ||||||||
| Fixed Assets |
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| Computer & Office Equipment | 4,044 | 4,044 | |||||||
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| Accumulated Depreciation | (3,459) | (3,350) | |||||||
| Total Fixed Assets | 585 | 694 | ||||||||
TOTAL ASSETS |
| 22,284 | 18,307 | ||||||||
LIABILITIES & STOCKHOLDERS' EQUITY | |||||||||||
| Liabilities |
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| Current Liabilities |
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| Due To American Express | 0 | 50 | |||||
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| Accrued Expenses | 850 | 100 | |||||
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| Loan From Stockholder | 27,100 | 26,860 | |||||
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| Total Current Liabilities | 27,951 | 27,010 | ||||||
| Total Liabilities | 27,951 | 27,010 | ||||||||
| Stockholders' Equity |
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| Common Stock, $.01 Par Value, 175,000,000 shares |
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| authorized, 1,200,000 issued & outstanding | 12,000 | 12,000 | ||||||
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| Paid in Capital | 1,487 | 1,487 | |||||||
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| Accumulated Deficit | (19,154) | (22,190) | |||||||
| Total Equity |
| (6,906) | (8,703) | |||||||
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | 22,284 | 18,307 | |||||||||
See accompanying notes and accountant's report.
3
Wes Consulting, Inc.
Statement of Operations
For the
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| 3 months ended |
| 3 months ended |
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| March 31, 2009 |
| March 31, 2008 |
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| (Unaudited) |
| (Unaudited) |
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Revenue: |
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| Consulting Income-NTT Quaris | 15,000 |
| 15,000 | |
| Property Management Fees-Note C | 6,450 |
| 5,250 | |
Total Income | 20,250 |
| 20,250 | ||
Operating Expenses: |
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| Automobile Expense | 0 |
| 200 | |
| Bank Service Charges | 45 |
| 0 | |
| Depreciation Expense | 109 |
| 190 | |
| Dues and Subscriptions | 75 |
| 75 | |
| Internet & Computer | 0 |
| 55 | |
| Meals and Entertainment | 260 |
| 149 | |
| Office Supplies | 282 |
| 439 | |
| Officer's Salary | 15,000 |
| 18,000 | |
| Licenses and Permits | 297 |
| 159 | |
| Meetings & Travel | 324 |
| 0 | |
| Payroll Tax Expense | 0 |
| 1,453 | |
| Postage and Delivery | 0 |
| 5 | |
| Professional Fees | 400 |
| 0 | |
| Professional Fees-Auditor | 750 |
| 700 | |
| Rent-Note D | 750 |
| 750 | |
| Telephone | 121 |
| 109 | |
Total Expense | 18,413 |
| 20,881 | ||
Net Income(Loss) | 3,037 |
| (631) | ||
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| Net income (loss) per share-Note E | $0.00 |
| $0.00 | |
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Weighted Average Shares Basic and Diluted | 1,200,000 |
| 1,200,000 | ||
See accompanying notes and accountant's report.
4
Wes Consulting, Inc.
Statement of Cash Flows
For the Three months Ended March 31,
(UNAUDITED)
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| 2009 |
| 2008 |
OPERATING ACTIVITIES: |
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| Net Income(Loss) | $3,037 |
| ($631) | |
| Adjustments to reconcile Net Income |
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| to net cash provided by operations: |
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| Depreciation Expense | 109 |
| 190 |
| Changes in Operating Assets and Liabilities: |
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| Payroll Taxes Payable |
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| (56) |
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| Accounts Payable | 700 |
| 5,846 |
Net cash provided (used) by Operating Activities | 3,846 |
| 5,349 | ||
FINANCING ACTIVITIES: |
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| Shareholder Loans | 240 |
| 3,922 | |
Net cash provided (used) by Financing Activities | 240 |
| 3,922 | ||
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INVESTING ACTIVITIES: |
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Net cash provided (used) by Investing Activities | 0 |
| (246) | ||
Net increase(decrease) in cash & cash equivalents | 4,086 |
| 3,922 | ||
Cash & cash equivalents at beginning of period | 2,613 |
| 1,875 | ||
Cash & cash equivalents at end of period | $6,699 |
| $11,146 | ||
See accompanying notes and accountant's report.
5
WES CONSULTING, INC.
Notes to Financial Statements
March 31, 2009 and March 31, 2008
(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 month periods ended March 31, 2009 and March 31, 2008; (b) the financial position at March 31, 2009 and (c) cash flows for the three month periods ended March 31, 2009 and March 31, 2008, 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 financial statements should be read in conjunction with the financial statements for the years ended December 31, 2008 and December 31, 2007 (presented in last audited filing) and notes thereto in the Company’s annual report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.
Going Concern and Management's Plans
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 satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. Additionally, on December 22, 2008, the Company was notified by NTT Quaris that effective March 31, 2009 the Company’s services would no longer be required. The Company's plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing. While the Company believes in the viability of its strategy to increase revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.
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.
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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.
Income Taxes
No Provision for income taxes has been made because the company has loss carryforwards from 2008. Any benefit that may be derived from the current and carryforward net operating losses have been reduced by a corresponding valuation allowance, since it is undeterminable if any future benefit will be received from the net operating losses. At such time that a benefit is realized, management will recognize the benefit.
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).
NOTE D – RENT
The Company leases its principal business location at 4801 96th 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 three months ended March 31, 2009 earnings(Loss) per common share of $.00 were calculated based on a net income numerator of $3,037 divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at March 31, 2009. For the three months ended March 31, 2008 earnings(Loss) per common share of ($.00) were calculated based on a net loss numerator of ($631) divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at March 31, 2008. There are no share equivalents.
7
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. However our consulting agreement with NTT Quaris was terminated effective March 31, 2009, which will reduce our consulting revenue to zero. 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 a substantive increase from the first quarter 2008 to 2009 and we do not expect any increase-per-year from 2008 to 2009 unless and until we are able to secure funding to begin expansion.
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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 March 31, 2009 and March 31, 2008.
Revenues, Expenditures and Net Income
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YEAR | REVENUE | EXPENSES | NET INCOME (LOSS) |
March 31, 2009 | $ 21,450 | 18,413 | $ 3,037 |
March 31, 2008 | $ 20,250 | $ 20,881 | $ (631) |
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.
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 no clients. 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.
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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.
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Operating Results for the three months Ended March 31, 2009 Compared To March 31, 2008 (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.
Wes Consulting, Inc.
Statement of Operations
For the:
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| 3 months ended |
| 3 months ended |
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| March 31, 2009 |
| March 31, 2008 |
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| (Unaudited) |
| (Unaudited) |
| Change |
| % Change |
Revenue: |
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| Consulting Income-NTT Quaris | 15,000 |
| 15,000 |
| 0 |
| 0% |
| Property Management Fees-Note C | 6,450 |
| 5,250 |
| 1,200 |
| 23% |
Total Income | 21,450 |
| 20,250 |
| 1,200 |
| 6% | |
Operating Expenses: |
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| Automobile Expense | 0 |
| 200 |
| -200 |
| -100% |
| Bank Service Charges | 45 |
| 0 |
| 45 |
| 100% |
| Depreciation Expense | 109 |
| 190 |
| -81 |
| -4% |
| Dues and Subscriptions | 75 |
| 75 |
| 0 |
| 0% |
| Internet & Computer | 0 |
| 55 |
| -55 |
| -100% |
| Meals and Entertainment | 260 |
| 149 |
| 111 |
| 74% |
| Office Supplies | 282 |
| 439 |
| -157 |
| -36% |
| Officer's Salary | 15,000 |
| 18,000 |
| -3000 |
| -17% |
| Licenses and Permits | 297 |
| 159 |
| 138 |
| 87% |
| Meetings & Travel | 324 |
| 0 |
| 324 |
| 100% |
| Postage and Delivery | 0 |
| 5 |
| -5 |
| -100% |
| Professional Fees | 400 |
| 0 |
| 400 |
| 100% |
| Professional Fees-Auditor | 750 |
| 750 |
| 0 |
| 0% |
| Rent-Note D | 750 |
| 750 |
| 0 |
| 0% |
| Telephone | 121 |
| 109 |
| 12 |
| 11% |
Total Expense | 18,413 |
| 20,881 |
| (2,468) |
| -12% | |
Net Income(Loss) | (3,037) |
| 631 |
| -2,406 |
| -381% | |
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| Net income (loss) per share-Note E | $0.00 |
| ($0.00) |
| 0 |
| 0% |
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Weighted Average Shares Basic and Diluted | 1,200,000 |
| 1,200,000 |
| 0 |
| 0% | |
Revenues. For the three months ended March 31, 2009, revenues were $21,450, compared to $20,250 for the three months ended March 31, 2008. The increase in revenues was due to an increase in our property management fees. Our consulting income will cease after this quarter due to the cancellation of our contract with NTT Quaris effective March 31, 2009.
Cost of Revenues. Cost of Revenues decreased by $2,468 to $18,413 for the three months ended March 31, 2009 from 20,881 for the three months March 31, 2008. The decrease in cost of revenues of $2,468 is largely due to the decrease in Officer’s Salary. As a percentage of revenues, our cost of revenue was 86% for the three months ended March 31, 2009, a decrease from 103% for the three months ended March 31, 2008.
Gross Profit (Loss). For the three months ended March 31, 2009 we had a profit of $3,037 and for the three months ended March 31, 2008 we incurred a loss of $631. The increase in profitability is due primarily to the reduced Officer’s Salary.
11
Income before Taxes. Income before taxes for the nine months ended March 31, 2009 was $3,037. Income before taxes as a percentage of revenues was (14%) for the three months ended March 31, 2009.
Provision for Income Taxes. No provision for income taxes was made in the three months ended March 31, 2009.
Net Income (Loss). As a result of the factors described above, net loss decreased from ($631) for the three months ended March 31, 2008 to a profit of $3,037 same period in 2009.
Liquidity and Capital Resources
As of March 31, 2009 we had cash and cash equivalents of $6,699.
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 March 31, 2009, we have been unsuccessful in our endeavors to obtain investors. We are exploring other options to raise capital. We have located a consultant 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 agreements with any company regarding a possible business combination, but we currently are considering a business combination which was brought to us by our consultant.
Cash Flow for three months ended March 31, 2009 compared to March 31, 2008 (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:
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| 3 months ended |
| 3 months ended |
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| March 31, 2009 |
| March 31, 2008 |
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| (Unaudited) |
| (Unaudited) |
| Change |
| % Change |
OPERATING ACTIVITIES: |
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| Net Income(Loss) | $3,037 |
| ($631) |
| $3,668 |
| 581% | |
| Adjustments to reconcile Net Income |
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| |
| to net cash provided by operations: |
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| Depreciation Expense | 109 |
| 190 |
| ($81) |
| -43% |
| Changes in Operating Assets and Liabilities: |
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| |
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| Accrued Expenses | 700 |
| 5,846 |
| ($5,146) |
| 88% |
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| Payroll Taxes Payable | 0 |
| (56) |
| $56 |
| 100% |
Net cash provided (used) by Operating Activities | 3,846 |
| 5,349 |
| ($1,503 | ) | -28% | ||
FINANCING ACTIVITIES: |
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| Shareholder Loans | 240 |
| 3,922 |
| ($3,682) |
| -94% | |
Net cash provided (used) by Financing Activities | 240 |
| 3,922 |
| ($3,682) |
| -94% | ||
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INVESTING ACTIVITIES: |
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Net cash provided (used) by Investing Activities | 0 |
| 0 |
| $0 |
| 0% | ||
Net increase(decrease) in cash & cash equivalents | 4,086 |
| 9,271 |
| ($5,185) |
| 56% | ||
Cash & cash equivalents at beginning of period | 2,613 |
| 1,875 |
| $738 |
| 39% | ||
Cash & cash equivalents at end of period | $6,699 |
| $11,146 |
| ($4,447) |
| -40% | ||
12
Operating Activities. For the three months ended March 31, 2009 and 2008, our operating activities provided $$3,846 and $5,349 respectively. This decrease in cash provided by operating activities was primarily due to a decrease in Officer’s Salary.
Investing Activities. As we had no investing activity for the three month period ended March 31, 2009 or the three month period ended March 31, 2008.
Financing Activities. Net cash provided by financing activities in the three month periods ended March 31, 2009 and 2008 totaled $240 and $3,922, respectively. The decrease in the cash provided by financing activities was entirely attributable to a reduction in cash provided by stockholder loans.
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.
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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 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 4T. CONTROLS AND PROCEDURES
(a)
Evaluation of Disclosure Controls and Procedures. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of March 31, 2009.
This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.
(b)
Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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.
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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.
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.
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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
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.
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| WES CONSULTING, INC. |
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Dated: May 14, 2009 | /s/Sanford H. Barber |
| Sanford H. Barber |
| Chief Executive Officer |
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Dated: May 14, 2009 | /s/Sanford H. Barber |
| Sanford H. Barber |
| Chief Financial Officer |
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EXHIBIT INDEX
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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. |
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. |
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