10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Mark One)

 X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 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 96th Street N. St. Petersburg, Florida 33708
(Address of Principal Executive Offices)
(866) 766-4367
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to 12(b) of the Act:
Title of each class None		Name of each exchange on which registered
Securities registered pursuant to 12(g) of the Act:
Common Stock, $0.01 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes . No  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  X .   No .

Indicate by check mark if disclosure of delinquent files pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  Yes .    No  X .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, 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 .	Accelerated filer .
Non-accelerated filer .	Smaller reporting company  X .

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing sale price of the registrant’s common stock as reported on the OTCBB on December 31, 2008, was N/A.

The number of shares outstanding of each of the issuer’s classes of common equity as of February 17, 2008, is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.01 par value	1,200,000

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TABLE OF CONTENTS

Part I
Item 1—Business	4
Item 1A—Risk Factors	7
Item 2—Properties	11
Item 3—Legal Proceedings	11
Item 4—Submission Of Matters to a Vote of Security Holders	11
Part II
Item 5—Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	11
Item 6—Selected Financial Data	12
Item 7—Management’s Discussion And Analysis Or Plan Of Operation	12
Item 7A—Quantitative and Qualitative Disclosures About Market Risk	17
Item 8—Financial Statements and Supplementary Data	17
Item 9—Changes and Disagreements With Accountants on Accounting and Financial Disclosure	17
Item 9A(T) —Controls And Procedures	17
Item 9B—Other Information	18
Part III
Item 10—Directors, Executive Officers and Corporate Governance	18
Item 11—Executive compensation	20
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stock holder matters	21
Item 13—Certain Relationships and Related Transactions, and Director Independence	21
Item 14—Principal Accounting Fees and Services	22
Part IV
Item 15—Exhibits, Financial Statement Schedules	22
Signatures	24
Financial Statements	F-1
Exhibit Index	25

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ITEM 1—BUSINESS

WES Consulting, Inc. was incorporated on February 25, 1999 under the laws of the State of Florida. William E. Snell Jr. was majority owner and president of the organization at that time. With his thirty-five-plus years of experience in manufacturing and printing, he has provided management and consulting services for numerous companies and clients.

Since inception, WES Consulting, Inc. has 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.

WES is currently providing these services to NTT Quaris of Tokyo, Japan. Previous agreements with other entities have been executed and finalized, leaving one consulting contract with NTT Quaris of Tokyo. At the present time NTT Quaris is our only client. Our agreement with NTT is oral and may be terminated by either party at will. In fact, on December 22, 2008, NTT Quaris notified the Company that effective March 31, 2009 the Company’s services would no longer be required. A copy of the written termination notice from NTT Quaris is included as an exhibit to this Annual Report. The services we have been providing to NTT are those primarily related to consulting regarding current editions of their telephone directories.

We demonstrate to clients and potential clients how acquiring and utilizing state of the art commercial printing machinery and innovative software can enable a printing company to improve both output and profit. We demonstrate the cost effectiveness of investing in presses and software that are intended to improve quality and efficiencies thus supporting a major reduction in the use of traditional cost intensive operating practices. The investment in shaft-less presses, hybrid printing presses, web-offset machines, variable sleeve offset printing, online media and other high performance presses can position these companies to offer superior products at reduced costs. These improvements dramatically affect the printing company’s ability to compete in their marketplace.

In addition to our consulting services in the commercial printing industry, we provide property management services for one client. This client is directly related to one of our key shareholders. It is not our intention to remain in the property management business. As we expand our services in the commercial printing industry, we will divest ourselves of the property management services. Our property management services primarily consist of leasing space in the building(s), securing proper building maintenance, and, when necessary, arranging for repairs.

On January 4, 2006, WES initiated a plan of recapitalization. At that time the business plan was changed to include the intention to acquire existing commercial printing companies. To accomplish this, we brought in additional investors to the company. On January 4, 2006 Mr. Snell had forty-five (45) of his original shares reacquired by the company and returned to the authorized-but-unissued shares. Mr. Sanford H. Barber, the brother-in-law of William E. Snell Jr., then purchased forty-five (45) shares at $.10 per share, paid for with a $4.50 check. During the recapitalization of the company Amended and Restated Articles of Incorporation were filed changing the authorized capital stock and the par value from $.10 to $.01 per share. As a result of this change in par value, the number of shares held by William Snell increased to fifty (50) and the number of shares held by Mr. Sanford H. Barber increased to four hundred fifty (450).

With more than twenty-five years of accounting experience, Mr. Barber owned and operated his own public accounting firm for fifteen years, providing accounting, tax, and consulting services to various types of businesses. He also was very successful in assisting his clients in the analysis of business acquisitions, mergers and sales. The Board of Directors determined that his skills in these areas would provide the perfect complementary services to the company. Mr. Barber was brought in as an unpaid consultant and shareholder on January 4, 2006.

As discussed above, during the January recapitalization, Mr. Barber became majority shareholder by acquiring 90% (45 shares) of the authorized stock. William E. Snell Jr. retained 10% (5 shares) of the authorized stock. Sanford H. Barber was subsequently elected President, William E. Snell Jr. was elected Vice President, Allison Snell was elected Treasurer, and Carol B. Barber was elected Secretary.

Mr. Barber and Mr. Snell developed the new business plan for WES Consulting, Inc. capitalizing on their respective expertise, experience and success in their fields. The new business plan is geared to acquiring existing commercial printing companies strategically located in Latin America and Southeast Asia with the intention of becoming the leading provider of high-volume commercial printing in those markets. To support that intention, the plan includes upgrading the equipment and capabilities of the acquired printing facilities. This investment will enable us to capture an underserved market. It will position us to offer options that are not currently available in the commercial printing industry in these markets. Based on his experience in Japan and Central America, Mr. Snell believes that there is high potential for success in both Latin America and Southeast Asia.

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To finance the acquisition and upgrading of these commercial printing companies, we decided that we would need to become a public company in order to raise additional capital. We amended the Articles of Incorporation on August 22, 2006, changing the par value of the stock and increasing the total authorized capital stock to 175,000,000 shares. On September 28, 2006, Sanford H. Barber acquired 31,500 shares and William E. Snell Jr. acquired 14,900 shares. Shares acquired by Mr. Barber and Mr. Snell were paid for at par value of $0.10 per share.

On October 1, 2006, we initiated the sale of shares of stock to new investors. Prior to each investor purchasing their shares President Sanford H. Barber or Vice President William E. Snell Jr. advised each new purchaser that WES Consulting, Inc. currently owns no printing companies. They were advised of the new business plan, which includes expansion through the acquisition of existing commercial printing companies in Latin America and Southeast Asia. Each new investor knew the facts as explained to them and then chose to invest on the basis that prior success had been demonstrated by our President and Vice President. There were forty-two (42) new investors who purchased 12,600shares at $0.01 per share.

We currently have no employees other than William E. Snell, Jr., Vice President. There is currently one consulting project with NTT Quaris of Tokyo, Japan. This project was performed on a yearly basis with no written agreement. Work may be terminated by either party with notice to the other. In fact, this project was terminated by the client effective March 2009. Mr. Snell provides the necessary labor to perform the services required under this contract. Our business plan does not include additional employees at this time. Mr. Snell’s vast experience, knowledge, and industry recognition as an innovative expert will be relied on until experienced candidates are recruited. Our President, Sanford H. Barber, brings more than twenty five years of public accounting experience and expertise to the company. His success in helping his clients improve operations, reduce costs and maximize business value is a well known fact in the markets he serves. He will be responsible for a ll financial projections and services. The business plan will eventually be amended to include additional employees, recruited using industry networking and associations. Additionally, it is anticipated that key employees of companies targeted for acquisition will be retained or recruited.

Our Business

(1) Principal Products or Services and Their Markets

We currently have one consulting project with NTT Quaris of Tokyo, Japan. Our primary focus, however, 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.

(2) Distribution Methods of the Services

The primary delivery of our services will be through our office location in St. Petersburg, Florida. President Sanford H. Barber will have the primary responsibility of locating appropriate acquisition targets. It is his vast knowledge and resources in this area that will increase the company’s chances at success. Vice President William E. Snell Jr.’s primary responsibility will be to evaluate the target company’s facilities, equipment and potential using his many years of experience in the global printing environment. While we currently do not have an Internet presence, in the future, during and after expansion activities, we anticipate using the Internet for advertising to our foreign markets.

(3) Status of Any Publicly Announced New Product or Service.

We have not developed any new or unique products or services that would make us stand above our competition. Instead, we have chosen to refine and enhance the services that fall within our capability.

(4) Our Competition

In order to compete effectively in the high-volume commercial printing industry a company must understand and then respond to the needs of the customers. Many of our competitors have greater financial resources than we have, enabling them to finance acquisition and development opportunities or develop and support their own operations. In addition, many of these companies can offer bundled, value-added, or additional services not provided by us. Many may also have greater name recognition. Our competitors may have the luxury of sacrificing profitability in order to capture a greater portion of the market. They may also be in a position to pay higher prices than we would for the same acquisition opportunities. Consequently, we may encounter significant competition in our efforts to achieve our internal and external growth objectives. Our competitors have methods of operation that have been proven over time to be successful.

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While our methods of operation in the new business plan have not been proven successful, we are building upon our President and Vice President’s limited successes. In our President’s accounting and consulting practice, we believe he has had the opportunity, however limited, to analyze potential acquisitions and their potential for profit. We believe we will be able to capitalize on this limited experience for the benefit of the Company. As a result of Mr. Barber’s experience in business acquisitions and the fact that he has assisted many clients, we plan on taking advantage of this experience. Over his years of practice Mr. Barber has had to assist clients in the analysis of business acquisitions, merger and sales. It is his attention to detail in these transactions to maximize a client’s return on investment that we believe will serve our needs well. In our Vice President’s many years working in the printing industry, bot h as an operational manager and as a consultant to large commercial printing companies, we believe he has obtained the requisite knowledge to evaluate the equipment and facilities of targeted acquisitions and assess their growth potential. He has successfully guided companies in the determination of hardware deficiencies, operational opportunities, and cost challenges. He as provided consulting services from machinery purchase through installation and helped implement cost savings in both operational costs and human resources. His excellent reputation in the industry has allowed him to forge solid business relationships with leading companies that supply printing equipment and software. He has built a vast network of printing industry contacts and a reputation as a leader in innovation and success.

(5) Sources and Availability of Raw Materials

The proximity, availability and cost of paper in Latin America and Southeast Asia were a deciding factor in our decision to focus our acquisition plans in these geographic areas.

At this time we do not see a critical dependence on any supplier(s) that could adversely affect our operations.

(6) Dependence on Limited Customers

At the present time we have just one (1) client, NTT Quaris, and that client has provided notice of termination effective March 2009. 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.

(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts

At the present time we do not own or have any domain names, patents, trademarks, licenses (other than the usual business license), franchises, concessions, royalty agreements or labor contracts. However, in the future, our success may depend in part upon our ability to preserve our trade secrets, obtain and maintain patent protection for our technologies, products and processes, and operate without infringing upon the proprietary rights of other parties. However, we may rely on certain proprietary technologies, trade secrets, and know-how that are not patentable. Although we may take action to protect our unpatented trade secrets and our proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, we cannot guaranty that:

(a)

these agreements will not be breached;

(b)

we would have adequate remedies for any breach; or

(c)

our proprietary trade secrets and know-how will not otherwise become known or be independently developed or discovered by competitors.

We cannot guaranty that our actions will be sufficient to prevent imitation or duplication of our products and services by others or prevent others from claiming violations of their trade secrets and proprietary rights.

(8) Need for Government Approval of Principal Products or Services

None of the services we offer require specific government approval. Local government rules may dictate the usage of a specific building we may wish to acquire.

(9) Effect of Existing or Probable Government Regulations on the Business

As a company specializing in consulting services we are subject to a limited variety of local, state, and federal regulations.

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While we believe that our operations are in compliance with all applicable regulations, there can be no assurances that from time to time unintentional violations of such regulations will not occur. We are subject to federal, state and local laws and regulations applied to businesses, such as payroll taxes on the state and federal levels. In general, our services and activities are subject to local business licensing requirements.

Internet access and online services are not subject to direct regulation in the United States. Changes in the laws and regulations relating to the telecommunications and media industry as they pertain to the Internet, however, could impact our business. For example, the Federal Communications Commission could begin to regulate the Internet and online services industry, which could result in increased costs for us. While we currently do not have an Internet presence, in the future, during and after expansion activities, we may consider using the Internet for advertising to our foreign markets. Regulation of the Internet that would cause usage fees for revenue generated by a company in a different country could increase our tax liabilities by causing taxation in multiple countries where we will conduct business. The laws and regulations applicable to the Internet and to our services are evolving and unclear and, thus, there is potential that new laws could damage our busines s. There are currently few laws or regulations directly applicable to access to, or commerce on, the Internet. Due to the increasing popularity and use of the Internet, it is possible that laws and regulations may be adopted, covering issues such as user privacy, defamation, pricing, taxation, content regulation, quality of products and services, and intellectual property ownership and infringement. Such legislation could expose us to substantial liability as well as dampen the growth in use of the Internet, decrease the acceptance of the Internet as a communications and commercial medium, or require us to incur significant expenses in complying with any new regulations.

(10) Research and Development During Last Two Fiscal Years

During the last two fiscal years no money was spent on research and development. We have, however, spent minimal monies on Internet research and development. We have also conducted business travel that provided the opportunity to investigate the feasibility of initiating our new business plan.

(11) Cost and Effects of Compliance with Environmental Laws

As a consulting company, we are not subject to any federal, state or local environmental laws.

(12) Our Employees

As of December 31, 2008, we had one full time employee, William E. Snell, Jr. As our Vice-President, Mr. Snell currently provides the labor necessary to support the operation, and is paid on an irregular basis as cash flow permits. We currently have no key employees, other than Mr. Snell our Vice-President/Director. Mr. Snell is not receiving pay or other stock benefits for his performance. Beginning on April 1, 2007 Mr. Snell declined to take any further salary until the company generated more revenue and profits. There are no key consulting contracts with any individuals or companies at this time.

We do not believe that there is a critical need for a specific type of candidate we would use in our business.

Reports to Security Holders

Florida Revised Statutes requires us to provide annual reports to the Department of State but not to shareholders. We are, however, required to furnish shareholders with annual financial statements. See Fla. Stat. § 607.1620.

We file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). As a reporting company with the SEC, we file all necessary quarterly (Form 10-Q), annual (Form 10-K) and other reports as required.

You may read and copy any document that we file at the SEC's Public Reference Room at 100 F. Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. Please call the SEC at 1-800-732-0330 for more information on the operation of the Public Reference Room. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. Accordingly, our SEC filings are available to you free of charge at the SEC's web site at <http://www.sec.gov>.

ITEM 1A—RISK FACTORS

Below is a discussion of the most significant factors that make investing in our company speculative or risky.

Risks Associated with the Company

(1) We may not be able to achieve our expansion objectives since we do not have adequate capital for expansion and may have to suspend or cease expansion activity.

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Our current revenue is derived solely from our consulting business and property management. If we do not raise additional capital through private sales of our stock or debt financing, we believe we will be unable to conduct expansion activity to acquire commercial printers. In the event we are unable to raise additional capital we may have to cease expansion plans and anyone purchasing shares of our stock would be at risk of losing all or a part of their investment.

(2) We have an operating history that includes net income as well as losses. We expect this trend to continue into the future. As a result, we may have to suspend or cease operations should losses exceed our income and our ability to raise additional capital.

Since we incorporated in 1999, we have generated revenues; however, we have not generated any significant profits and we have generated losses. We have limited history upon which you can evaluate the likelihood of our future success or failure. Our ability to achieve profitability and positive cash flow in the future is dependent upon

·

our ability to generate revenues,

·

our ability to reduce costs,

·

our ability to raise capital through private stock sales or debt financing, and

·

our ability to acquire and successfully manage commercial print shops in Latin America and Southeast Asia.

Based upon current plans, we expect to incur operating losses in the near future. This will happen because there are expenses associated with the expansion of our business, including the acquisition of commercial print shops in Latin America and Southeast Asia. We cannot guarantee we will be successful in generating revenues necessary to be profitable in the future and pay a dividend to our shareholders.

(3) 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.

(4) We have generated revenue as a consulting business, but we may never generate substantial revenues or be profitable in the future once we move into the high-volume commercial printing business.

We have generated revenue as a commercial printing consulting company, while we developed our plan to change our method of operations. Our business plan is geared to acquiring existing commercial printing companies strategically located in Latin America and Southeast Asia with the intention of becoming the leading provider of high-volume commercial printing in those markets. However, we do not know if we will generate revenue as a commercial printing business. Accordingly, investors will be at risk of losing some or all of their investment.

(5) We are dependent on key persons with no assurance that they will remain with us: losing such key persons could mean losing revenue.

Our success will depend to a great extent on retaining the continued services of our President/Director, Sanford H. Barber and our Vice-President/Director, William E. Snell, Jr. Either Mr. Barber or Mr. Snell may not remain with the corporation due to the lack of an employment contract. If we lose our key persons, our business may suffer. We depend substantially on the continued services and performance of Messrs Barber and Snell to generate profits and investors will be at risk to lose some or all of their investment in the event either of them leaves our company.

(6) Our competitors have greater financial, marketing and distribution resources than we do, and, if we are unable to compete effectively with our competitors, we will not be able to increase revenues or generate profits.

The market for high-volume commercial printing services is intensely competitive. Our consulting experience to date has shown the difficulty of penetrating the global commercial printing market. Large commercial printers do not want to deal with small independent providers of printing services without a proven relationship. Developing these relationships is difficult without personal contacts to provide the necessary introductions to management. Our ability to increase revenues and generate profits is directly related to our ability to acquire commercial print shops in Latin America and Southeast Asia. We face competition from competing companies in this same market that have financial, marketing, and distribution resources greater than we have. These greater resources could permit our competitors to implement extensive advertising and promotional programs, which we may not be able to match. There is a high risk that we will not be able to compete successfully in the futur e.

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(7) There are relationships within the commercial printing industry that must be maintained, and any interruption in these relationships could have a significant effect on our ability to compete effectively.

Our Vice-President, William E. Snell, Jr., has operated our company since inception. His contacts in the printing industry are critical to our future success; we are targeting the same business segment of the market as we did previously but as a high-volume commercial printer rather than merely as a consultant. We are reliant upon his contacts as a source of future clients. Should he fail to maintain these relationships or if there is any disruption in these critical business relationships, we will have a difficult time generating new contacts and thereby, a difficult time competing effectively. It is his strong personal relationships with customers that must be maintained or the risk of loss of business is great. Presently we have not acquired any commercial printing contracts nor have we begun discussions to acquire a commercial printer.

(8) 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 expected in the third quarter of 2007 but no later than January 31, 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.

(9) 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.

(10) No matter how much money is spent on expansion, the risk is that we might never develop sufficient new clients to be profitable.

Over the coming years, we might expend considerable capital on expansion of Wes Consulting without developing sufficient new clients. It is very likely that such capital will probably be lost. No matter how much money is spent on the expansion, we might never be able to find a sufficient number of new clients to be profitable and investors will be at risk to lose all or a part of their investment.

(11) Small public companies are inherently risky and we may be exposed to market factors beyond our control. If such events were to occur it may result in a loss of your investment.

Managing a small public company involves a high degree of risk. Few small public companies ever reach market stability and we will be subject to oversight from governing bodies and regulations that will be costly to meet. Our present officers and directors do not have any experience in managing a fully reporting public company so we may be forced to obtain outside consultants to assist with our meeting these requirements. These outside consultants may be expensive and may directly influence our ability to be profitable. This will make an investment in our company a highly speculative and risky investment.

Risks Associated with our Stock

(12) There is no assurance that a public market for our shares will develop due to the limited demand for stocks in the business services we offer.

Purchasers of our shares are at risk of no liquidity for their investment. There has been no established trading market for our securities, and we do not know that a regular trading market for our securities will develop. We offer a very limited range of consulting services to the printing industry. Due to the limited consulting services we offer, we anticipate that demand for our shares will not be very high. If a trading market does develop for our securities, we do not know if it will be sustained. We are quoted on the OTCBB, however, we do not know if a market for our common stock will develop.

(13) Because it may be difficult to effect a change in control of Wes Consulting, Inc. without current management consent, management may be entrenched even though stockholders may believe other management may be better and a potential suitor who may be willing to pay a premium to acquire us may not attempt to do so.

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Sanford H. Barber, President and Director, currently holds approximately 54.0% of our outstanding voting stock. If Mr. Barber chooses to keep all or most of his stock, Mr. Barber could retain his status as controlling security holder. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control of us and entrenching current management even though stockholders may believe other management may be better. Potential suitors who otherwise might be willing to pay a premium to acquire us may decide not to acquire us because it may be difficult to effect a change in control of us without current management's consent. Mr. Barber has the ability to control the outcome on all matters requiring stockholder approval, including the election and removal of directors; any merger, consolidation or sale of all or substantially all of our assets; and the ability to control our management and affairs.

(14) The possible sales of shares of common stock by our selling security holders may have a significant adverse effect on the market price of our common stock should a market develop.

We registered 324,000 shares of common stock owned by the selling security holders with the U.S. Securities Exchange Commission. The security holders may sell some or all of their shares immediately during the offering period. In the event that the security holders sell some or all of their shares, the price of our common stock could decrease significantly.

Our ability to raise additional capital in the future through the sale of our stock in private transactions may be harmed by these competing re-sales of our common stock by the selling security holders. Potential investors may not be interested in purchasing shares of our common stock if the selling security holders are selling their shares of common stock. The selling of stock by the security holders could be interpreted by potential investors as a lack of confidence in us and our ability to develop a stable market for our stock. The price of our common stock could fall if the selling security holders sell substantial amounts of our common stock. These sales may make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate because the selling security holders may offer to sell their shares of common stock to potential investors for less than we do.

(15) Our lack of business diversification could result in the devaluation of our stock if our revenues from our primary products decrease.

We expect our business to consist of providing consulting services to companies that print telephone directories and operate high-volume commercial printing companies strategically located in Latin America and Southeast Asia. We do not have any other lines of business or other sources of revenue if we are unable to compete effectively in the marketplace. While our lack of diversification has not hurt our profitability in the past, our change in our method of operations may impact our lack of diversity. This lack of business diversification could cause you to lose all or some of your investment if we are unable to generate revenues since we do not expect to have any other lines of business or alternative revenue sources.

(16) Investors may never receive cash distributions which could result in an investor receiving little or no return on his or her investment.

Distributions are payable at the sole discretion of our board of directors. We do not know the amount of cash that we will generate, if any, once we have more productive operations. Cash distributions are not assured, and we may never be in a position to make distributions.

(17) If a market develops for our shares, our shares may be thinly traded with wide share price fluctuations, low share prices 7and minimal liquidity.

·

If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:

·

Potential investors’ anticipated feeling regarding our results of operations;

·

Increased competition;

·

Our ability or inability to generate future revenues; and

·

Market perception of the future of development of high-volume commercial printing.

In addition, since our shares are quoted on the OTCBB, our share price may be affected by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political, and market conditions, such as recessions, interest rates, or international currency fluctuations. In addition, stocks traded over the OTCBB are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

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(18) Since our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are "penny stocks" and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell Wes Consulting Inc.’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

ITEM 2—DESCRIPTION OF PROPERTY

Our principal business location is at 4801 96^th St. N, St. Petersburg, Florida, which we rent on a month-to-month basis. The monthly rent of $250.00 is considered by management to be at fair market value for the space being provided. We own our furniture, computers, ancillary equipment and office supplies.

ITEM 3—LEGAL PROCEEDINGS

There is no pending litigation by or against us.

ITEM 4—SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to our security holders during the year ending December 31, 2008 that were not reported in a current report on Form 8-K.

PART II

ITEM 5—MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is quoted on the Over the Counter Bulletin Board (“OTCBB”) under the symbol, WSCU. Although we are listed on the OTCBB, there can be no assurance that an active trading market for our stock will develop. Price quotations on the exchange will reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Should a market develop for our shares, the trading price of the common stock is likely to be highly volatile and could be subject to wide fluctuations in response to factors such as actual or anticipated variations in quarterly operating results, announcements of technological innovations, new sales formats, or new services by us or our competitors, changes in financial estimates by securities analysts, conditions or trends in Internet or traditional retail markets, changes in the market valuations of other equipment and furniture leasing service providers or accounting related business services, announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, additions or departures of key personnel, sales of common stock and other events or factors, many of which are beyond our control. In addition, the stock market in general, and the market for instant messaging business services in particular, has experi enced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. These broad market and industry factors may materially adversely affect the market price of the common stock, regardless of our operating performance.

Consequently, future announcements concerning us or our competitors, litigation, or public concerns as to the commercial value of one or more of our services may cause the market price of our common stock to fluctuate substantially for reasons which may be unrelated to operating results. These fluctuations, as well as general economic, political and market conditions, may have a material adverse effect on the market price of our common stock.

Cash dividends have not been paid during the last three (3) years. In the near future, we intend to retain any 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. The declaration and payment of cash dividends by us are subject to the discretion of our board of directors. Any future determination to pay cash dividends will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant at the time by the board of directors. We are not currently subject to any contractual arrangements that restrict our ability to pay cash dividends.

At the present time we have no outstanding options or warrants to purchase securities convertible into common stock. There are 324,000 shares of common stock that could be sold by the selling shareholders. We have forty-four (44) stockholders of record of our common stock as of December 31, 2007. The CUSIP number for our common stock is 950804 104.

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ITEM 6—SELECTED FINANCIAL DATA

The selected financial data set forth below should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included in this Annual Report on Form 10-K.

The selected financial data set forth below as of December 31, 2008 and 2007 and for the years then ended are derived from our audited financial statements included in this Annual Report on Form 10-K. All other selected financial data set forth below is derived from our audited financial statements not included in this Annual Report on Form 10-K. Our historical results are not necessarily indicative of our results of operations to be expected in the future.

			Years Ended December 31,
			2008		2007
Revenue:
	Consulting Income-NTT Quaris	$	60,000	$	65,000
	Property Management Fees-From
	Related Parties-Notes C & D		21,900		22,500
Total Revenue			81,900		87,500
Operating Expenses:
	Auto Expense		1,280		1,675
	Bank Service Charges		120		21
	Depreciation Expense		728		781
	Dues & Subscriptions		628		304
	Interest Expense		0		0
	Internet & Computer		685		605
	Meals & Entertainment		1,521		873
	Office Expense/Supplies		656		1,174
	Postage		10		485
	Professional Fees		6,250		25,980
	Rent-Notes C & D		3,000		3,000
	Salaries		72,000		69,500
	Taxes		372		5,545
	Travel Expenses		242		587
	Telephone		743		415
Total Operating Expenses			88,235		110,945
Net Income (Loss)		$	(6,335)	$	(23,445)
Earnings (loss) per common share:
	Net income (loss) per share-Note E	$	(0.01)	$	(0.02)
Weighted Average Shares Basic and Diluted			1,200,000		1,200,000

ITEM 7—MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Forward-Looking Statements

This annual 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 China's legal system and economic, political and social events in China, 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.

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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 revenue from these services increased by approximately eight percent (8%) from $60,000.00 to $65,000 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. While we saw an increase of approximately eight percent (8%) from 2006 to 2007 we did not see any increase for the year ended December 31, 2008.

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 years ended, 2008 and 2007.

Revenues, Expenditures and Net Income

YEAR	REVENUE	EXPENSES	NET INCOME (LOSS)
2008	$      81,900	$       88,235	$            (6,335)
2007	$      87,500	$     110,945	$          (23,445)

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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 just one (1) client, NTT Quaris, and that client has elected to not renew the consulting agreement. 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 expected in the first 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 Year Ended December 31, 2008 Compared To December 31, 2007

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.

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Statement of Operations for the Years Ended December 31, 2008 and 2007

			December 31, 2008		December 31, 2007		Change		% Change
Revenue:
	Consulting Income-NTT Quaris	$	60,000	$	65,000	$	-5,000	$	-8%
	Property Management Fees-From
	Related Parties-Notes C & D		21,900		22,500		-600		-3%
Total Revenue			81,900		87,500		-5,600		-6%
Operating Expenses:
	Auto Expense		1,280		1,675		-395		-24%
	Bank Service Charges		120		21		99		471%
	Depreciation Expense		728		781		-53		-7%
	Dues & Subscriptions		628		304		324		107%
	Interest Expense		0		0		0		0%
	Internet & Computer		685		605		80		13%
	Meals & Entertainment		1,521		873		648		74%
	Office Expense/Supplies		656		1,174		-518		-44%
	Postage		10		485		-475		-98%
	Professional Fees		6,250		25,980		-19,730		-76%
	Rent-Notes C & D		3,000		3,000		0		0%
	Salaries		72,000		69,500		2,500		4%
	Taxes		372		5,545		-5,173		-93%
	Travel Expenses		242		587		-345		-59%
	Telephone		743		415		328		79%
Total Operating Expenses			88,235		110,945		-22,710		-20%
Net Income (Loss)		$	(6,335)	$	(23,445)	$	17,110	$	-73%
Earnings (loss) per common share:
	Net income (loss) per share-Note E	$	(0.01)	$	(0.02)	$	$0.01	$	-50%

Revenues. For the year ended December 31, 2008, revenues were $81,900, compared to $87,500 for the year ended December 31, 2007. The decrease in revenues of $5,600 or six percent (6%) is not material and is largely due to the change in contract terms with NTT Quaris. Current management is still in the process of trying to raise additional capital and more time was spent on the completion of the registration statement and the listing of the company on the Over-the-Counter-Bulletin-Board ("OTCBB"). The company received is trading symbol of WSCU in August of 2007.

Cost of Revenues. Cost of Revenues decreased to $88,235 for the year ended December 31, 2008 from $110,945 for the year December 31, 2007. The decrease in cost of revenues of $22,710 is largely due to the decrease in professional fees associated with the filing of the registration statement with the SEC. As a percentage of revenues, our cost of revenue was 107% for the year ended December 31, 2008, an increase from 127% for the year ended December 31, 2007.

Gross Profit (Loss). For the year ended December 31, 2008 and 2007, we incurred losses of $6,335 and $23,445 respectively, a decrease of $17,110. The decrease in our losses is due primarily to the costs associated with becoming a fully reporting company with the SEC (i.e., legal fees).

Income before Taxes. Income before taxes for the year ended December 31, 2007 was ($23,445). Income before taxes as a percentage of revenues was (27%) for the year ended December 31, 2007.

Provision for Income Taxes. No provision for income taxes was made in the year ended December 31, 2007.

Net Income. As a result of the factors described above, net income decreased from ($9,794) for the year ended December 31, 2006 to ($23,445) for the same period in 2007.

Liquidity and Capital Resources

As of December 31, 2008, we had cash and cash equivalents of $2,613.

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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 December 31, 2008, we have been unsuccessful in our endeavors to obtain investors.

Cash Flow for Year ended December 31, 2008 compared to December 31, 2007

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

Statement of Cash Flows For the Year Ended December 31, 2008 and 2007

			December 31, 2008		December 31, 2007		Change	% Change
OPERATING ACTIVITIES:
	Net Income(Loss)		(6,335)	$	(23,445)	$	17,110	73%
	Adjustments to reconcile Net Income
	to net cash provided by operations:
		Depreciation Expense	728		781		(53)	-7%
	Increase (Decrease) in:
		Payroll Taxes Payable	(56)				(56)	100%
		Accounts Payable	(3,844)		3,994		(7,838)	-196%
Net cash provided (used) by Operating Activities			(9,507)		(18,670)		9,163	49%
INVESTING ACTIVITIES:
	Acquisition of Office Equipment		-		(246)		246	100%
Net cash provided (used) by Investing Activities			0		(246)		246	100%
FINANCING ACTIVITIES:
	Shareholder Loans		10,245		18,839		(8,594)	-46%
Net cash provided (used) by Financing Activities			10,245		18,839		(8,594)	-46%
Net increase (decrease)in cash & cash equivalents			738		(77)		815	1058%
Cash & cash equivalents at beginning of period			1,875		1,952		(77)	-4%
Cash & cash equivalents at end of period			2,613	$	1,875	$	738	39%

Operating Activities. For the year ended December 31, 2008 and 2007, our operating activities provided ($9,507) and ($18,670), respectively. The cash used in the years ended December 31, 2008 and December 31, 2007 was mainly for professional fees associated with filing the required reports with the SEC.

Investing Activities. For the year ended December 31, 2007, we had investing activities that used $246 in 2007 for the acquisition of office equipment. We had no expenditures for investing activities in the year ended December 31, 2008.

Financing Activities. Net cash provided by financing activities in the years ended December 31, 2008 and 2007 totaled $10,245 and $18,839, respectively. The increase in the cash provided by financing activities was entirely attributable to 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.

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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.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 7A—QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 8—FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See the index to our financial statements in Item 15 and the financial statements and notes that are filed as part of this Annual Report on Form 10-K following the signature page and incorporated herein by this reference.

ITEM 9—CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On December 19, 2006, we engaged Randall N. Drake, C.P.A., ("Drake ") as our independent auditor. He is our first auditor and we have had no disagreements with Drake on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, in connection with its reports.

ITEM 9A(T). CONTROLS AND PROCEDURES.  

(a) Evaluation of Disclosure Controls and Procedures.   Our management, with the participation of our President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our President concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective such that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.  We beli eve our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting.   Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

Our management, with the participation of the President, evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework.  Based on this evaluation, our management, with the participation of the President, concluded that, as of December 31, 2008, our internal control over financial reporting was effective.

This annual report does not include an attestation report of the Company’s independent 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 annual 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.

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ITEM 9B—OTHER INFORMATION

On January 15, 2008, the Company entered in to a finders-fee agreement with Ventana Capital Partners, Inc. to find alternative methods for increasing shareholder value. Alternative methods may include acquisitions, roll-ups, strategic alliances, joint ventures or mergers. The Company began considering alternative methods after efforts at seeking capital were unsuccessful. The Officers and Directors believe they are responsible for maintaining and increasing shareholder value, and voted unanimously to retain Ventana Capital Partners, Inc. This agreement expired with no action by Ventana and no compensation paid to Ventana.

PART III

ITEM 10.—DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The names and ages of our directors and executive officers are set forth below. Our By-Laws provide for not less than one and not more than fifteen directors. All directors are elected annually by the stockholders to serve until the next annual meeting of the stockholders and until their successors are duly elected and qualified.

Directors and Executive Officers

Name	Age	Position
Sanford H. Barber	58	President/CEO/CFO/Chairman of the Board of Directors1
William E. Snell, Jr.	67	Vice President/Director2
Carol B. Barber	60	Secretary/Director,3 wife of President
Allison B. Snell	64	Treasurer/Director,4 wife of Vice President
Thomas E. Burress	62	Director5
1 This is the first Directorship of a reporting company held by Mr. Barber. 2 This is the first Directorship of a reporting company held by Mr. Snell. 3 This is the first Directorship of a reporting company held by Ms. Barber. 4 This is the first Directorship of a reporting company held by Ms. Snell. 5This is the first Directorship of a reporting company held by Mr. Burress.

Background of Executive Officers and Directors

- Sanford H. Barber has served as our President/Chairman of the Board of Directors since January 4, 2006. He earned his BS degree in Business Administration and Accounting from University of Florida in 1975. With more than twenty-five years of accounting experience, Mr. Barber owned and operated his own public accounting firm for fifteen years, providing accounting, tax, and consulting services to various types of businesses. He also was very successful in assisting his clients in the analysis of business acquisitions, mergers and sales.

Since 1999, Mr. Barber has been the Managing Member of Barber Consulting, LLC, where he provides accounting, tax, and consulting services. From 1983 to 1999, Mr. Barber was president of Barber & Company, a public accounting firm, which he founded and which offered accounting, tax, and consulting services. He managed the staff and handled all human resource matters. Through his marketing skills, the practice increased annual revenues from $0 to $400,000.

Mr. Barber worked at Waltman & Associates, from 1978 to 1983, where he worked his way up the management ladder from a junior staff position to Vice President and Chief Operating Officer. Under his management, the practice grew from three to ten employees and from $125,000 to $700,000 in annual revenues. From 1976 to 1978, Mr. Barber worked as a junior accountant in New York, NY, at Person & Co., CPA’s.

- William E. Snell, Jr. has served as our Vice-President and as a Director since January 4, 2006. He graduated from the University of South Florida in 1968 with a BA in Industrial Management and attended the Advanced School of Business, a Harvard University Summer Program, in 1978. He is an accomplished executive with over 38 years experience across a number of Industries including, packaging, printing, and general manufacturing. With this background, Mr. Snell provided management and consulting services for numerous companies and clients requiring expert guidance and assistance in successfully upgrading and improving their high-volume commercial printing businesses.

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Prior to January 4, 2006 and since February 25, 1999, Mr. Snell was majority owner and president of Wes Consulting. He provides printing-technology and business-management consulting to clients in the telephone-directory publishing and printing industry. Contract clients include Verizon Information Services, NTT Quaris and NTT Directory Services of Japan. Project clients include Bell South; Stevens Graphics; Graphic Micro Systems; Koenig & Bauer; Trejos Hermanos Sucesores S.A, San Jose, Costa Rica; Ramallo Bros. Printing, Inc., San Juan, Puerto Rico; and others as directed by contract clients.

In 1990 to 1994 and again in 1996 to 1999, Mr. Snell worked for ITT World-Wide Directories and provided technology transfer and business management consulting to NTT Directory Services and the companies that printed telephone directories for NTT in Japan. As a result of the projects he proposed and guided through implementation, NTT directory manufacturing costs were reduced by $56.0 million per year. Projects included:

·

Introduction to Japan of wide web printing technology and the first non-Japanese press machine for directory.

·

Increasing speed and production on press from 32 pages at 450 revolutions per minute to 128 pages per revolution at 800 revolutions per minute.

·

Introduced Swiss binding technology to the NTT printing system that increased binding speeds from 85 books per minute to 210 per minute.

·

Introduced and implemented computer to plate technology to the NTT system.

·

Introduced and implemented panorama printing plates to Japan. Panorama plates increased pages per plate from 16 to 64.

·

Introduced and implemented long run plates to Japan. This increased run length of plates from less than 200,000 copies to over 1 million.

From 1994 to 1996 Mr. Snell was Vice President at Crown Cork & Seal, Inc. Here he was responsible for the operations through profit and loss of 47 Can Manufacturing Plants across the United States, Canada, and Mexico. These plants manufactured food, aerosol, and general line containers. I also was responsible for Lithography technology worldwide for the company.

From 1987 to 1990, Mr. Snell was President and Chief Operating Officer for North American Directories Corporation. As such, he was responsible for Sales, Marketing, and Operations for the company. NADCO printed telephone directories for the northeastern Untied States. During this time, his major accomplishments included building a new state of the art printing plant in Pennsylvania and turning around a chronic customer service problem with Bell Atlantic.

Mr. Snell was President of Stevens Graphics, Inc. Directory and Catalog Division from 1980 to 1987. He was responsible for the operations of a two-plant division that produced telephone directories and other printed products.

- Carol B. Barber has served as our Secretary and as a Director since January 4, 2006. Ms. Barber is a public relations and marketing consultant with Barber Consulting, Inc. She began doing consulting work after retiring from Allstate Insurance Company in 2006 following a thirty three (33) year career with that company. During her Allstate career she held numerous positions including Operations Manager, Training and Development Manager, Compliance Manager, and Corporate Relations Manager. She currently offers internal and external communication expertise to small and medium size companies, specializing in community focused initiatives and implementing and/or upgrading internal publications. She also consults on company Internet and intranet projects.

- Allison B. Snell has served as our Treasurer and as a Director since January 4, 2006. Ms. Snell came out of retirement to accept the Treasurer position at Wes Consulting. Prior to her retirement, she had her own home based secretarial business from 1985. From 1964 through 1985, Ms. Snell held various secretarial positions in several industries and companies including Castle Plumbing and Lipton Tea.

- Thomas E. Burress has served as a Director since January 4, 2006. Mr. Burress, a retired school teacher, is currently the owner/operator of Brooker Creek Nursery, a wholesale nursery specializing in tropical plants. He has been in operation for twenty-five years and is well known in the local nursery industry.

Legal Proceedings

We are not currently a party to any legal proceedings nor are any contemplated by us at this time.

19

ITEM 11.—EXECUTIVE COMPENSATION

The following table sets forth information concerning the annual and long-term compensation of our Chief Executive Officer, and the most highly compensated employees and/or executive officers who served at the end of the fiscal years December 31, 2008 and 2007, and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2008 and 2007, for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the "Named Executive Officers." Other than the $69,500 paid to our Vice President, there has been no compensation paid to any officer, director or other employee from January 1, 2007 through December 31, 2007.

Summary Compensation

Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Com-pensation ($)	Non-Qualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Sanford H. Barber,1 President and CEO, CFO, Director	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2007	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
William E. Snell, Jr.2, Vice-President an Director	2008	72,000	-0-	-0-	-0-	-0-	-0-	-0-	72,000
	2007	69,500	-0-	-0-	-0-	-0-	-0-	-0-	69,500
Carol B. Barber3, Secretary and Director	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2007	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Allison B. Snell4, Treasurer and Director	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2007	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Thomas E. Burress5, Director	2008	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
	2007	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-
1There is no employment contract with Mr. Barber at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. 2There is no employment contract with Mr. Snell at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. 3There is no employment contract with Ms. Barber at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. 4There is no employment contract with Ms. Snell at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future. 5There is no employment contract with Mr. Burress at this time. Nor are there any agreements for compensation in the future. A salary and stock options and/or warrants program may be developed in the future.

Additional Compensation of Directors

All of our directors are unpaid. William E. Snell, Jr., Director and Vice President, receives a salary as Vice President. Compensation for the future will be determined when and if additional funding is obtained.

Board of Directors and Committees

Currently, our Board of Directors consists of Sanford H. Barber, William E. Snell, Jr., Carol B. Barber, Allison B. Snell, and Thomas E. Burress. We are not actively seeking additional board members. At present, the Board of Directors has not established any committees.

Employment Agreements

Currently, we have no employment agreements with any of our Directors or Officers.

20

Outstanding Equity Awards At Fiscal Year-End.

There were no unexercised options; stock that had not vested; or equity incentive plan awards for any of our Directors or Officers in the last two years.

ITEM 12.—SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Securities authorized for issuance under equity compensation plans

We currently have no compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

Security Ownership Of Certain Beneficial Owners And Management

The following table sets forth information concerning the beneficial ownership of shares of our common stock with respect to stockholders who were known by us to be beneficial owners of more than 5% of our common stock as of December 31, 2008, and our officers and directors, individually and as a group. Unless otherwise indicated, the beneficial owner has sole voting and investment power with respect to such shares of common stock.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission ("SEC") and generally includes voting or investment power with respect to securities. In accordance with the SEC rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees, if applicable. Subject to community property laws, where applicable, the persons or entities named below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
Common Stock	Sanford H. Barber 3310 Stagecoach Trail Wimauma, FL 33598	648,000	54.00%
Common Stock	Carol B. Barber 3310 Stagecoach Trail Wimauma, FL 33598	6,000	0.50%
Common Stock	William E. Snell, Jr. 492 Harbor Dr. N. Indian Rocks Beach, FL 33785	300,000	25.00%
Common Stock	Allison B. Snell 492 Harbor Dr. N. Indian Rocks Beach, FL 33785	6,000	0.50%
Common Stock	Thomas E. Burress 18805 Brooker Creek Drive Odessa, FL 33556	6,000	0.50%
Common Stock	All Executive Officers and Directors as a Group (1)	966,000	80.50%

ITEM 13.—CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

To the best of our knowledge there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors other than the following:

·

The Company currently derives all of its property management fee revenue from commercial properties owned by William E. Snell Trust, Bette Snell Trustee. Bette Snell is the mother of key shareholder, William E. Snell, Vice President and Director. The Company leases its principal business location at 4801 96^th St. N, St. Petersburg, Florida on a month-to-month basis from the same related entity. The monthly rent of $250.00 is considered by management to be at fair market value for the space being provided.

·

The company has provided a loan to a shareholder of the Corporation. Shareholder loans total $2,224.34 and are interest-free and due and payable upon demand by the corporation. The loans are made to William E. Snell.

21

ITEM 14—PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees billed by Randall Drake, C.P.A. for fiscal 2008 and 2007:

Year	Audit Fees	Audit Related Fees	Tax Fees	All Other Fees	Total Fees
2008	$5,750.00	0	0	0	$5,750.00
2007	$5,750.00	0	0	0	$5,750.00

We do not have an audit committee that is comprised of any independent director. As a company with less than $100,000 in revenue we rely on our President Sanford H. Barber for our audit committee financial expert as defined in Item 401(e) of Regulation S-B promulgated under the Securities Act. Our Board of Directors acts as our audit committee. The Board has determined that the relationship of Mr. Barber as both our company President and our audit committee financial expert is not detrimental to the Company. Mr. Barber has a complete understanding of GAAP and financial statements; the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves in a fair and impartial manner; has experience analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to or exceed the breadth and complexity of issues that can reasonably be expected to be raised by the small business issuer’s financial statements; an understanding of internal control over financial reporting; and an understanding of audit committee functions. Mr. Barber has gained this expertise through his formal education and experience as our President for over twenty-five years. He has specific experience coordinating the financials of the company with public accountants with respect to the preparation, auditing or evaluation of the company’s financial statements.

PART IV

ITEM 15—EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1. Index to Financial Statements

The following financial statements of Wes Consulting, Inc. are included in this report immediately following the signature page:

·

Report of Independent Registered Public Accounting Firm

·

Balance Sheets at December 31, 2008 and December 31, 2007

·

Statements of Operations for the years ended December 31, 2008 and December 31, 2007

·

Statements of Stockholders’ Equity for the years ended December 31, 2008 and December 31, 2007

·

Statements of Cash Flows for the years ended December 31, 2008 and December 31, 2007

·

Notes to the Financial Statements

2. Index to Financial Statement Schedules

Financial statement schedules are omitted because they are either not required or the required information is provided in the consolidated financial statements or notes thereto.

22

3. Index to Exhibits

The exhibits filed herewith or incorporated by reference are set forth on the Exhibit Index below and attached hereto.

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation , Filed on March 2, 2007 as Exhibit 3.1 to the registrant's Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
3.2	By-Laws Filed on March 2, 2007 as Exhibit 3.2 to the registrant's Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
10.1	Letter of Intent between Wes Consulting, Inc. and Ventana Capital Partners Filed herewith
14	Code of Ethics Filed on March 2, 2007 as Exhibit 14 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 Filed herewith
31.2	Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith
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. Filed herewith
99.1	NTT Quaris Termination Letter Filed herewith

23

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: May 28, 2009	/s/ SANFORD H. BARBER
	Sanford H. Barber
	Chief Executive Officer
Dated: May 28, 2009	/s/ SANFORD H. BARBER
	Sanford H. Barber
	Chief Financial Officer

24

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets at December 31, 2008 and December 31, 2007	F-3
Statements of Operations for the years ended December 31, 2008 and December 31, 2007	F-4
Statements of Stockholders’ Equity for the years ended December 31, 2008 and December 31, 2007	F-5
Statements of Cash Flows for the years ended December 31, 2008 and December 31, 2007	F-6
Notes to the Financial Statements	F-7

F-1

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

Shareholders of WES Consulting, Inc.

We have audited the accompanying balance sheets of WES Consulting, Inc. as of December 31, 2008 and 2007 and the related statements of income, stockholders’ equity, and cash flows for each of the years in the two year period ended 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluati ng the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of WES Consulting, Inc. as of December 31, 2008 and 2007 and the results of its operations and its cash flows for each of the years in the two year period ended 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 footnote B to the financial statements, the Company has incurred operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Randall N. Drake, CPA, PA

Randall N. Drake, CPA, PA

Clearwater, Florida

February 5, 2009

F-2

WES CONSULTING, INC.

Balance Sheet

As of December 31, 2008 and 2007

						2008		2007
ASSETS
	Current Assets:
		Cash & Cash Equivalents			$	2,613	$	1,875
		Accounts Receivable				15,000		15,000
	Total Current Assets					17,613		16,875
	Fixed Assets:
		Computer & Office Equipment				4,044		4,044
		Accumulated Depreciation				(3,350)		(2,623)
	Total Fixed Assets					694		1,421
	TOTAL ASSETS				$	18,307	$	18,296
LIABILITIES & STOCKHOLDERS' EQUITY
	Liabilities
		Current Liabilities:
				Loan From Stockholder	$	26,860	$	16,614
				Accrued Expenses		100		3,500
				Due To American Express		50		494
				Payroll Taxes Payable		0		56
		Total Current Liabilities				27,010		20,664
	Total Liabilities					27,010		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
		Retained Earnings(Deficit)				(22,190)		(15,855)
	Total Stockholders' Equity					(8,703)		(2,368)
	TOTAL LIABILITIES & STOCKHOLDERS' EQUITY				$	18,307	$	18,296

See accompanying notes and accountant’s report

F-3

WES CONSULTING, INC.

Statement of Operations

For the Years Ended December 31, 2008 and 2007

			December 31, 2008			December 31, 2007
Revenue:
	Consulting Income-NTT Quaris	$	60,000	$	65,000
	Property Management Fees-From
	Related Parties-Notes C & D		21,900		22,500
Total Revenue			81,900		87,500
Operating Expenses:
	Auto Expense		1,280		1,675
	Bank Service Charges		120		21
	Depreciation Expense		728		781
	Dues & Subscriptions		628		304
	Interest Expense		0		0
	Internet & Computer		685		605
	Meals & Entertainment		1,521		873
	Office Expense/Supplies		656		1,174
	Postage		10		485
	Professional Fees		6,250		25,980
	Rent-Notes C & D		3,000		3,000
	Salaries		72,000		69,500
	Taxes		372		5,545
	Travel Expenses		242		587
	Telephone		743		415
Total Operating Expenses			88,235		110,945
Net Income (Loss)		$	(6,335)	$	(23,445)
Earnings (loss) per common share:
	Net income (loss) per share-Note E	$	(0.01)	$	(0.02)
Weighted Average Shares Basic and Diluted			1,200,000		1,200,000

See accompanying notes and accountant’s report

F-4

WES CONSULTING, INC.

Statement of Changes in Stockholder’s Equity

For the Years Ended December 31, 2008 and 2007

	Common Stock		Paid in	Retained
	Shares	Amount	Capital	Earnings	Total
Balances at January 1, 2007	1,200,000	12,000	1,487	7,590	21,077
Net Income (Loss) for the Year ended 12/31/07				(23,445)	(23,445)
Balances at December 31, 2007	1,200,000	12,000	1,487	(15,855)	(2,368)
Net Income (Loss) for the Year ended 12/31/08				(6,335)	(6,335)
Balances at December 31, 2008	1,200,000	12,000	1,487	(22,190)	(8,703)

See accompanying notes and accountant’s report

F-5

WES CONSULTING, INC.

Statement of Cash Flows

For the Years Ended December 31, 2008 and 2007

				2008		2007
OPERATING ACTIVITIES:
	Net Income(Loss)		$	(6,335)	$	(23,445)
	Adjustments to reconcile Net Income
	to net cash provided by operations:
		Depreciation Expense		728		781
	Increase (Decrease) in:
		Payroll Taxes Payable		(56)
		Accounts Payable		(3,844)		3,994
Net cash provided (used) by Operating Activities				(9,507)		(18,670)
INVESTING ACTIVITIES:
	Acquisition of Office Equipment			-		(246)
Net cash provided (used) by Investing Activities				0		(246)
FINANCING ACTIVITIES:
	Shareholder Loans			10,245		18,839
Net cash provided (used) by Financing Activities				10,245		18,839
Net increase (decrease)in cash & cash equivalents				738		(77)
Cash & cash equivalents at beginning of period				1,875		1,952
Cash & cash equivalents at end of period			$	2,613	$	1,875

See accompanying notes and accountant’s report

F-6

WES CONSULTING, INC.

Notes to Financial Statements

December 31, 2008 and 2007

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 twelve month periods ended December 31, 2008 and December 31, 2007; (b) the financial position at December 31, 2008 and (c) cash flows for the twelve month periods ended December 31, 2008 and December 31, 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-K. 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, 2007, 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 contin ue 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.

F-7

WES CONSULTING, INC.

Notes to Financial Statements

December 31, 2008 and 2007

(Continued)

Fixed Assets – continued

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 December 31, 2008

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, 2008.

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.

F-8

WES CONSULTING, INC.

Notes to Financial Statements

December 31, 2008 and 2007

(Continued)

NOTE E – EARNINGS(LOSS) PER COMMON SHARE

For the twelve months ended December 31, 2008 earnings (loss) per common share of ($.01) were calculated based on a net loss numerator of ($6,335) divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at December 31, 2008. For the twelve months ended December 31, 2007 earnings(loss) per common share of ($.02) were calculated based on a net loss numerator of ($23,445) divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at December 31, 2007. There are no share equivalents.

F-9

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amended and Restated Articles of Incorporation , Filed on March 2, 2007 as Exhibit 3.1 to the registrant's Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
3.2	By-Laws Filed on March 2, 2007 as Exhibit 3.2 to the registrant's Registration Statement on Form SB-2 (File No. 333-141022) and incorporated herein by reference.
10.1	Letter of Intent between Wes Consulting, Inc. and Ventana Capital Partners Filed herewith
14	Code of Ethics Filed on March 2, 2007 as Exhibit 14 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 Filed herewith
31.2	Certification of Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith
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. Filed herewith
99.1	NTT Quaris Termination Letter Filed herewith

25

EX-31

EXHIBIT 31.1

Certification of

Principal Executive Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sanford Barber, certify that:

1.

I have reviewed this annual report on Form 10-K/A of WES Consulting, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 28, 2009

/s/ Sanford Barber                     

Sanford Barber

Principal Executive Officer

EX-31

EXHIBIT 31.2

Certification of

Principal Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sanford Barber, certify that:

1.

I have reviewed this annual report on Form 10-K/A of WES Consulting, Inc.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 28, 2009

/s/ Sanford Barber                      

Sanford Barber

Principal Financial Officer

EX-32

EXHIBIT 32
Section 1350 Certifications

STATEMENT FURNISHED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned are the Principal Executive Officer and Principal Financial Officer of WES Consulting, Inc. This Certification is made pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. This Certification accompanies the Annual Report on Form 10-K/A of Wes Consulting, Inc. for the year ended December 31, 2008.

The undersigned certify that such 10-K/A Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such 10-K/A Report fairly presents, in all material respects, the financial condition and results of operations of Wes Consulting, Inc. as of December 31, 2008.

This Certification is executed as of May 28, 2009.

By: /s/ Sanford H. Barber
Sanford H. Barber
President and Chief Executive Officer
(Principal Executive Officer)

By: /s/ Sanford H. Barber
Sanford H. Barber
Chief Financial Officer
(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to WES Consulting, Inc. and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.