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10-Q 1 wesconsultingin10q06_300933.htm 10-Q FOR PERIOD ENDING 06/30/2009 Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2009

£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File No. 333-141022

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.)

360 Main Street Washington, VA 22747
(Address of Principal Executive Offices)

(540) 675-3149
(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

£ Yes S No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer. £	Accelerated filer. £
Non-accelerated filer. £ (Do not check if a smaller reporting company)	Smaller reporting company. S

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

The number of shares outstanding of each of the issuer’s classes of common stock as of June 30, 2009: 1,205,000

TABLE OF CONTENTS



Part I – Financial Information	3
Item 1. Financial Statements (Unaudited)	3
Item 2. Management’s Discussion And Analysis Or Plan Of Operation	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	14
Item 4. Controls And Procedures	14
Part II – Other Information	14
Item 1. Legal Proceedings	14
Item 2. Unregistered Shares Of Equity Securities And Use Of Proceeds	14
Item 4. Submission Of Matters To A Vote Of Security Holders	15
Item 5. Other Information	16
Item 6. Exhibits	16
Signatures	16

** remainder of this page intentionally left blank **

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Wes Consulting, Inc.

Balance Sheet

As of



							June 30, 2009		December 31, 2008
							(Unaudited)		(Audited)

						ASSETS
	Current Assets
		Cash & Cash Equivalents						4,213		2,613
		Accounts Receivable						0		15,000
	Total Current Assets							4,213		17,613
	Fixed Assets
		Computer & Office Equipment						4,044		4,044
		Accumulated Depreciation						(3,569)		(3,350)
	Total Fixed Assets							475		694
TOTAL ASSETS								4,688		18,307
					LIABILITIES & STOCKHOLDERS' EQUITY
	Liabilities
		Current Liabilities
				Due To American Express				0		50
				Accrued Expenses				0		100
				Loan From Stockholder				31,382		26,860

			Total Current Liabilities					31,382		27,010
	Total Liabilities							31,382		27,010
	Stockholders' Equity
		Common Stock, $.01 Par Value, 175,000,000 shares
				authorized, 1,205,000 issued & outstanding				12,050		12,000
		Paid in Capital						1,487		1,487
		Retained Earnings						(40,231)		(22,190)
	Total Equity							(26,694)		(8,703)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY								4,688		18,307

See accompanying notes and accountant's report.

Wes Consulting, Inc.

Statement of Operations

For the:


		3 months ended	3 months ended	6 months ended	6 months ended
		June 30, 2009	June 30, 2008	June 30, 2009	June 30, 2008
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)

Revenue:
	Consulting Income-NTT Quaris	0	15,000	15,000	30,000
	Property Management Fees-Note C	6,450	5,250	12,900	10,500
Total Income		6,450	20,250	27,900	40,500
Operating Expenses:
	Automobile Expense	500	600	500	800
	Bank Service Charges	45	30	90	30
	Depreciation Expense	110	188	219	378
	Dues and Subscriptions	273	243	348	318
	Internet & Computer	275	165	275	220
	Meals and Entertainment	165	512	424	660
	Office Supplies	19	63	302	502
	Officer's Salary	22,000	16,500	37,000	34,500
	Licenses and Permits	0	0	297	159
	Travel Expense	0	0	324	0
	Postage and Delivery	0	5	0	10
	Professional Fees	2,582	0	2,982	0
	Professional Fees-Auditor	750	750	1,500	1,500
	Rent-Note D	750	750	1,500	1,500
	Telephone	60	189	180	298
Total Expense		27,529	19,995	45,941	40,875
Net Income(Loss)		(21,079)	255	(18,041)	(375)


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

Weighted Average Shares Basic and Diluted		1,201,667	1,200,000	1,200,833	1,200,000

See accompanying notes and accountant's report.

Wes Consulting, Inc.

Statement of Cash Flows

For the Six Months Ended June 30,

(UNAUDITED)




			2009	2008
OPERATING ACTIVITIES:
	Net Income(Loss)		($18,041)	($375)
	Adjustments to reconcile Net Income
	to net cash provided by operations:
		Depreciation Expense	219	378
	Increase (Decrease) in:
		Accounts Receivable	15,000	(1500)
		Accrued Expenses	(150)	(3,300)
Net cash provided (used) by Operating Activities			(2,972)	(4,797)
INVESTING ACTIVITIES:
	Net cash provided (used) by Investing Activities		0	0
FINANCING ACTIVITIES:
	Issuance of common stock		50
	Shareholder Loans		4,522	4,246
	Net cash provided (used) by Financing Activities		4,572	4,246
Net increase(decrease) in cash & cash equivalents			1,600	(551)
Cash & cash equivalents at beginning of period			2,613	1,875
Cash & cash equivalents at end of period			$4,213	$1,234

See accompanying notes and accountant's report.

WES CONSULTING, INC.

Notes to Financial Statements

June 30, 2009 and June 30, 2008

(UNAUDITED)

NOTE A – ORGANIZATION AND NATURE OF BUSINESS

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

NOTE B – SIGNIFICANT ACCOUNTING POLICIES

Basis for Presentation

In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair statement of (a) the result of operations for the three and six month periods ended June 30, 2009 and June 30, 2008; (b) the financial position at June 30, 2009 and (c) cash flows for the six month periods ended June 30, 2009 and June 30, 2008, have been made.

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

The financial statement and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements should be read in conjunction with the financial statements for the years ended December 31, 2008 and December 31, 2007 (presented in last audited filing) and notes thereto in the Company’s annual report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission.

Going Concern and Management's Plans

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. Additionally, on December 22, 2008, the Company was notified by NTT Quaris that effective March 31, 2009 the Company’s services would no longer be required. The Company's plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business. These factors raise substantial doubt about the Company's ability to continue as a going concern. Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management's plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company's profitability and cash flow and securing additional financing. While the Company believes in the viability of its strategy to increase revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern, there can be no assurances to that effect. These financial statements do not include any adjustments related to the recoverability and classification of asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Cash and Cash Equivalents

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

Fixed Assets

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

Use of Estimates

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

Revenue Recognition

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

Income Taxes

No Provision for income taxes has been made because the company has loss carryforwards from 2008.

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

NOTE E – EARNINGS(LOSS) PER COMMON SHARE

For the six months ended June 30, 2009 earnings (Loss) per common share of ($.02) were calculated based on a net loss numerator of ($18,041) divided by a denominator of 1,200,833 weighted-average shares of outstanding common stock outstanding at June 30, 2009. For the six months ended June 30, 2008 earnings (Loss) per common share of $.00 were calculated based on a net income numerator of ($375) divided by a denominator of 1,200,000 weighted-average shares of outstanding common stock outstanding at June 30, 2008. There are no share equivalents.

NOTE F- SUBSEQUENT EVENTS

On July 24, 2009, the Company entered into a material definitive agreement with Belmont Partners, LLC by which Belmont acquired nine hundred seventy-two thousand (972,000) shares of the Company’s common stock. The transaction closed on August 11, 2009. Following the transaction, Belmont Partners, LLC controls approximately 80.66% of the Company’s outstanding capital stock. In addition, as part of this transaction, the Company’s majority shareholder agreed to cancel a debt in the amount of $ 31,382 and release the company from further liability pursuant to the loan.

On July 23, 2009, Joseph Meuse was appointed to the Board of Directors as well as President and Secretary of the Company. On the same date, Sanford Barber and Carol Barber resigned from all positions held in the Company. On August 5, 2009, Thomas Burress resigned from all positions held in the Company.

Set forth below is certain biographical information regarding the New Director and Officer:

Appointment of Joseph Meuse: Director, President and Secretary of the Company.

Joseph Meuse, age 39, resides in Warrenton, VA. Mr. Meuse has been involved with corporate restructuring since 1995. He is the Managing Member of Belmont Partners, LLC and was previously a Managing Partner of Castle Capital Partners. Additionally, Mr. Meuse maintains a position as a Board Member of numerous public companies. Mr. Meuse attended the College of William and Mary.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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

Forward-Looking Statements

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

Use of Certain Defined Terms

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

Use of GAAP Financial Measures

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

Overview

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

General

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

Sources of Revenue

Our Company currently has two (2) different revenue streams. Our primary source of revenue is from our commercial printing consulting services. Our revenues from these services have remained relatively constant at approximately $60,000.00 per year. However our consulting agreement with NTT Quaris was terminated effective March 31, 2009, which will reduce our consulting revenue to zero. Our secondary revenue source is our property management services. These services are provided to a Trust, the Trustee of which is related to our Vice President. These fees are more subject to change at any time in the future due to the nature of the relationship between our company and the related party. We have not seen a substantive increase from the first quarter 2008 to 2009 and we do not expect any increase-per-year from 2008 to 2009 unless and until we are able to secure funding to begin expansion.

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

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

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

Results of Operations

General

The following table shows our revenues, expenditures and net income for the period ended June 30, 2009 and June 30, 2008.

Revenues, Expenditures and Net Income




YEAR	REVENUE	EXPENSES	NET INCOME (LOSS)
June 30, 2009	$ 27,900	$ 45,941	$ (18,041)
June 30, 2008	$ 40,500	$ 40,875	$ (375)

Economic and Industry Wide Factors Relevant to our Company

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

Opportunity for Growth

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

Material Risks, Trends and Uncertainties Affecting our Business

The revenue growth and profitability of our business depend on the overall market demand for high-volume commercial printing. At the present time we have no clients. After expansion, we anticipate that we will not have to rely on any one or a limited number of customers for our business. We expect to increase our customer base once our business plan is implemented. While our target markets are limited, we may rely on just a few printing company acquisitions due to the underserved nature of those markets.

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

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

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

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

Operating Results for the three months Ended June 30, 2009 Compared To June 30, 2008 (Unaudited)

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

Wes Consulting, Inc.

Statement of Operations

For the:




		3 months ended	3 months ended
		June 30, 2009	June 30, 2008
		(Unaudited)	(Unaudited)	Change	% Change
Revenue:
	Consulting Income-NTT Quaris	0	15,000	-15,000	-100%
	Property Management Fees-Note C	6,450	5,250	1,200	18%
Total Income		6,450	20,250	-13,800	-68%
Operating Expenses:
	Automobile Expense	500	600	-100	-16%
	Bank Service Charges	45	30	15	33%
	Depreciation Expense	110	188	-78	-41%
	Dues and Subscriptions	273	243	30	11%
	Internet & Computer	273	165	108	39%
	Meals and Entertainment	165	512	-347	-68%
	Office Supplies	19	63	-44	-70%
	Officer's Salary	22,000	16,500	5,500	25%
	Licenses and Permits	0	0	138	87%
	Meetings & Travel	324	0	0	0%
	Postage and Delivery	0	5	-5	-100%
	Professional Fees	2,582	0	2,582	100%
	Professional Fees-Auditor	750	750	0	0%
	Rent-Note D	750	750	0	0%
	Telephone	60	189	-129	-68%
Total Expense		27,529	19,995	7,534	27%
Net Income(Loss)		(21,079)	255	-21,334	-100%

	Net income (loss) per share-Note E	($0.02)	($0.00)	-.02	(100%)

Weighted Average Shares Basic and Diluted		1,205,000	1,200,000	5,000	.004%

Revenues. For the three months ended June 30, 2009, revenues were $6,450, compared to $20,250 for the three months ended June 30, 2008. The decrease in revenues was due to the loss of our consulting income due to the cancellation of our contract with NTT Quaris effective March 31, 2009.

Total Expenses. Total Expenses increased by $7,534 to $27,529 for the three months ended June 30, 2009 from $ 19,995 for the three months ended June 30, 2008. The increase in expenses of $7,534 is largely due to the increase in officer’s salary and professional fees.

Net Income (Loss). For the three months ended June 30, 2009 , we had a loss of ($21,079) and for the three months ended June 30, 2008, we had profits of $255. The decrease in profitability is due primarily to the loss of our consulting income and increase in the Officer’s Salary and professional fees.

Provision for Income Taxes. No provision for income taxes was made in the three or six months ended June 30, 2009.

Liquidity and Capital Resources

As of June 30, 2009 we had cash and cash equivalents of $4,213.

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 June 30, 2009, we have been unsuccessful in our endeavors to obtain investors. We are exploring other options to raise capital. We have located a consultant to assist the company in raising additional capital or completing a business combination to increase shareholder value. As of the date of this report we have not entered into any agreements with any company regarding a possible business combination, but we currently are considering a business combination which was brought to us by our consultant.

Cash Flow for six months ended June 30, 2009 compared to June 30, 2008 (Unaudited)

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

Wes Consulting, Inc.

Statement of Cash Flows

For the:



			6 months ended	6 months ended
			June 30, 2009	June 30, 2008
			(Unaudited)	(Unaudited)
OPERATING ACTIVITIES:
	Net Income(Loss)		($18,041)	($375)
	Adjustments to reconcile Net Income
	to net cash provided by operations:
		Depreciation Expense	219	378
	Changes in Operating Assets and Liabilities:
		Accounts Receivable	15,000	(15,000)
		Accrued Expenses	(150)	(3,300)
Net cash provided (used) by Operating Activities			(2,972)	(4,797)
FINANCING ACTIVITIES:
	Shareholder Loans		4,522	4,246
	Issuance of common stock		50
	Net cash provided (used) by Financing Activities		4,572	4,246
INVESTING ACTIVITIES:
Net cash provided (used) by Investing Activities			0	0
Net increase(decrease) in cash & cash equivalents			1,600	(551)
Cash & cash equivalents at beginning of period			2,613	1,875
Cash & cash equivalents at end of period			$4,213	$1,324

Operating Activities. For the six months ended June 30, 2009 and 2008, our operating activities used ($2,972) and ($4,797) respectively. This decrease in cash used by operating activities was primarily due to a decrease in Accrued Expenses.

Investing Activities. As we had no investing activity for the six month period ended June 30, 2009 or the six month period ended June 30, 2008.

Financing Activities. Net cash provided by financing activities in the six month periods ended June 30, 2009 and 2008 totaled $4,572 and $4,246, respectively. The increase in the cash provided by financing activities was due to an increased in cash provided by stockholder loans.

Seasonality of our Sales

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

Inflation

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

Recent Accounting Pronouncements

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

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

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

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

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

In May 2008, the Financial Accounting Standards Board issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles. This statement shall be effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” We do not expect its adoption will have a material impact on our financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4T. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management has concluded that the Company’s internal control over financial reporting was effective as of June 30, 2009.

This quarterly report does not include an attestation report of the company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this quarterly report.

(b)

Changes in Internal Control over Financial Reporting. There were no changes in the Company's internal controls over financial reporting, known to the chief executive officer or the chief financial officer, that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no pending litigation by or against us.

ITEM 2. UNREGISTERED SHARES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

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

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

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




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

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

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

ITEM 5. OTHER INFORMATION

Committees

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

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

ITEM 6. EXHIBITS




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

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: August 12, 2009	/s/Joseph J. Meuse
	Joseph J. Meuse
	Chief Executive Officer


Dated: August 12, 2009	/s/Joseph J. Meuse
	Joseph J. Meuse
	Chief Financial Officer

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, Joseph Meuse, President and Chief Executive Officer of WES Consulting, Inc., a Florida corporation (the "Registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Registrant;

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 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)) 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) 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

c) 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 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: August 12, 2009

/s/ Joseph J. Meuse

Joseph J. Meuse

Principal Executive Officer

EXHIBIT 31.2

Certification of

Principal Financial Officer

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph J. Meuse, President and Chief Financial Officer of WES Consulting, Inc., a Florida corporation (the "Registrant"), certify that:

1. I have reviewed this quarterly report on Form 10-Q of the Registrant;

4. The Registrant’s other certifying officer 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)) for the Registrant and have:

5. The Registrant’s other certifying officer 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):

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: August 12, 2009

/s/ Joseph J. Meuse

Joseph J. Meuse

Principal Financial Officer

EXHIBIT 32

Section 1350 Certifications

STATEMENT FURNISHED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned are the Chief 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 Quarterly Report on Form 10-Q of Wes Consulting, Inc. for the six months ended June 30, 2009.

The undersigned certify that such 10-Q 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-Q Report fairly presents, in all material respects, the financial condition and results of operations of Wes Consulting, Inc. as of June 30, 2009.

This Certification is executed as of August 12, 2009.

By: /s/ Joseph J. Meuse

Joseph J. Meuse

President and Chief Executive Officer

(Principal Executive Officer)

By: /s/ Joseph J. Meuse

Joseph J. Meuse

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.

_______________________________________________

Created by 10KWizard www.10KWizard.comSource: WES Consulting, Inc., 10-Q, August 12, 2009