As Filed with the Securities and Exchange Commission on March 2, 2007 File No.333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WES CONSULTING, INC. |
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(Name of small business issuer in its charter) |
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Florida |
2752 |
59-3581576 |
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(State or jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
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4801 96 th Street N. St. Petersburg, Florida 33708 (866) 766-4367 (Address and telephone number of principal executive offices and principal place of business)
Sanford H. Barber 3310 Stagecoach Trail Wimauma, FL 33598 (813) 642-8212 (Name, address and telephone number of agent for service)
Copies to: Harrison Law, P.A. Diane J. Harrison, Esq. 6860 Gulfport Blvd. South No. 162, S. Pasadena, FL 33707 Telephone: 941-723-7564 Facsimile: 941.531.4935 |
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
Link to WES Consulting, Inc. SB-2 T able of Contents
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
Amount To Be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price 1 |
Amount of Registration Fee |
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Common Stock par value $0.01 2 |
324,000 |
$1.00 |
$324,000.00 |
$34.67 |
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Total |
324,000 |
$1.00 |
$324,000.00 |
$100.00 3 |
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1 Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. 2 324,000 shares of common stock relate to the Resale Offering by forty-four (44) selling security holders. This includes 168,000 shares beneficially owned by our current officers, directors and affiliated persons. 3 Minimum fee pursuant to Securities and Exchange Commission is $100.00 |
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Link to WES Consulting, Inc. SB-2 T able of Contents
The information in this prospectus is not complete and may be changed. The securities offered by this prospectus may not be sold until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any state where an offer or sale is not permitted.
PRELIMINARY PROSPECTUS
Dated February 28, 2007
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WES CONSULTING, INC. |
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The Securities Being Offered by WES Consulting, Inc. Are Shares of Common Stock |
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Shares offered by Security Holders: |
No Minimum - 324,000 Maximum |
The selling security holders named in this prospectus are offering to sell 324,000 shares of WES Consulting, Inc.’s (“WCI”) common stock through this prospectus and are considered “underwriters” as that term is defined in Section 2(a)(11) of the Securities Act of 1933.
WCI’s common stock is presently not traded on any market or securities exchange. Accordingly, the sales price to the public is fixed at $1.00 per share until our offering period ends.
WCI is not selling any shares of its common stock in this offering and therefore will not receive any proceeds from this offering. The shares of WCI common stock being offered through this prospectus will be offered by the selling security holders from time to time for a period ending nine months after the date the registration statement has been declared effective by the SEC, or until the date on which we otherwise terminate the offering prior to the expiration of nine months. The actual number of shares sold will vary depending upon the individual, future decisions of the selling security holders. None of the proceeds from the sale of stock by the selling security holders will be placed in escrow, trust or similar account.
Our common stock is not currently listed or quoted on any quotation medium and involves a high degree of risk. You should read the "RISK FACTORS" section beginning on page 3 before you decide to purchase any of our common stock.
Neither the Securities and Exchange Commission nor any state commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Nor have they made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense.
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Per Share |
Total |
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Price to Public, Resale Offering |
$1.00 |
$324,000.00 |
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Underwriting Discounts and Commissions, Primary and Resale |
-0- |
-0- |
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Proceeds to WES Consulting, Inc. |
-0- |
-0- |
The date of this prospectus is February 28, 2007
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TABLE OF CONTENTS
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Impact Of The "Penny Stock" Rules On Buying Or Selling Our Common Stock |
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Directors, Executive Officers, Promoters and Control Persons |
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Security Ownership of Certain Beneficial Owners and Management |
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Disclosure of Commission Position on Indemnification for Securities Act Liabilities |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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Dealer Prospectus Delivery Instructions
Until , 2007 all dealers that effect transactions in these shares of common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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PART I – Information Required In Prospectus
PROSPECTUS SUMMARY
This summary highlights certain information contained elsewhere in this prospectus. You should read the following summary together with the more detailed information regarding WES Consulting, Inc. (“Us,” “We,” “Our,” "WCI,” the “Company,” or "the Corporation") and our financial statements and the related notes appearing elsewhere in this prospectus.
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The Corporation |
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Our Business |
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 Consulting, Inc., capitalizing on its expertise, experience and success in the telephone directory printing business, has developed a business plan 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 expansion will enable us to capture an underserved market. To finance the acquisition and upgrading of these commercial printing companies, management decided that WES would need to become a public company in order to raise additional capital through private sales of its stock or through debt financing. |
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Our State of Organization |
We were incorporated in Florida on February 25, 1999. Our principal executive offices are located 4801 96 th St. N, St. Petersburg, Florida 33708. Our phone number is (866) 766-4367. |
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The Offering |
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Number of Shares Being Offered |
The selling security holders want to sell up to 324,000 shares of common stock at $1.00 per share. Issuance of these shares to the selling security holders was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended. The selling security holders will sell their shares at the fixed price of $1.00 per share for the duration of this offering. Selling shareholders are underwriters under the Securities Act of 1933. |
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Number of Shares Outstanding After the Offering |
1,200,000 shares of our common stock are issued and outstanding. We have no other securities issued. |
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Use of proceeds |
We will not receive any proceeds from the sale of shares of common stock by the selling security holders. |
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Plan of Distribution |
The Resale Offering is made by the selling security holders named in this Prospectus to the extent they sell shares. We intend to seek quotation of our common stock on the Over-the-Counter-Bulletin-Board (“OTCBB”). However, no assurance can be given that our common stock will be approved for quotation on the OTCBB. Selling security holders must sell at $1.00 for the duration of this offering. |
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Risk Factors |
You should carefully consider all the information in this Prospectus. In particular, you should evaluate the information set forth in the section of the Prospectus entitled “Risk Factors” beginning on page 3 before deciding whether to invest in our common stock. |
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Lack of Liquidity in our common stock |
Our common stock is not presently quoted on or traded on any securities exchange or automatic quotation system and we have not yet applied for listing or quotation on any public market. We can provide no assurance that there will ever be an established pubic trading market for our common stock. |
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Link to WES Consulting, Inc. SB-2 T able of Contents
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RISK FACTORS
Before you invest in our common stock, you should be aware that there are risks, as described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock. Any of the following risks could adversely affect our business, financial condition and results of operations. We have incurred substantial losses from inception while realizing limited revenues and we may never generate substantial revenues or be profitable in the future.
Risks Associated with the Company
(1) Although our officers and directors have agreed to loan money to us, 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.
Despite the fact our officers and directors are willing to commit to loan or advance capital to us, their resources are limited. With their assistance, absent any other source of capital, we could manage at least 12 months of funds required for minimal expansion expenses. 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. 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. 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
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our ability to generate revenues,
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our ability to reduce costs,
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our ability to raise capital through private stock sales or debt financing, and
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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. Failure to generate revenues may cause us to stop our expansion, and purchasers of our shares may not have any liquidity for their investment.
(3) We have generated profits 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 profits 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 our commercial printing business will generate substantial revenues or be profitable in the future.
(4) 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.
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Link to WES Consulting, Inc. SB-2 T able of Contents
(5) 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 illuminated the difficulty of penetrating the global commercial printing market. 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, possibly more 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 future.
(6) 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.
(7) 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.
(8) 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.
(9) 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.
(10) 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 events in the public markets that will make an investment in our company a highly risky investment.
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Link to WES Consulting, Inc. SB-2 T able of Contents
Risks Associated with this Offering
(11) There is no public market for our shares, and there is no assurance that one will develop due to the limited demand for stocks in the business services we offer.
Purchasers of these shares are at risk of no liquidity for their investment. Prior to this registration, 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 after completion of this resale offering. Our shareholders are offering shares for sale in a company that has very limited offering of printing services. Due to the limited printing services we offer, we anticipate that demand for our shares will not be very high. If a trading market does develop for the securities offered hereby, we do not know if it will be sustained. We plan to list the common stock for trading on the over-the-counter (“OTC”) Electronic Bulletin Board. Such application will be filed with the National Association of Securities Dealers (“NASD”). We do not know if such listing will be obtained or if an established market for our common stock will be developed.
(12) 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.
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 during this offering, 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.
(13) 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 are registering 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 after they are registered. 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.
(14) 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.
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Link to WES Consulting, Inc. SB-2 T able of Contents
(15) There has been no independent valuation of the stock, which means that the stock may be worth less than the purchase price.
The per share purchase price has been determined by us without independent valuation of the shares. We established the offering price based on our estimate of capital and expense requirements, not based on perceived market value, book value, or other established criteria. We did not obtain an independent appraisal opinion on the valuation of the shares. The shares may have a value significantly less than the offering price and the shares may never obtain a value equal to or greater than the offering price.
(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) Without a public market there is no liquidity for our share, and our shareholders may never be able to sell their shares, which may result in a total loss of their investment.
Our common shares are not listed on any exchange or quotation system. There is no market for our shares. Consequently, our shareholders will not be able to sell their shares in an organized market place unless they sell their shares privately. If this happens, our shareholders might not receive a price per share which they might have received had there been a public market for our shares. Once this registration statement becomes effective, it is our intention to apply for a quotation on the Over-the-Counter-Bulletin-Board (“OTCBB”) whereby:
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We will have to be sponsored by a participating market maker who will file a Form 211 on our behalf since we will not have direct access to the NASD personnel; and
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We will not be quoted on the OTCBB unless we are current in our periodic reports filed with the SEC.
From the date of this prospectus, we estimate that it will take us between nine to twelve months to be approved for a quotation on the OTCBB. However, we cannot be sure we will be able to obtain a participating market maker or be approved for a quotation on the OTCBB, in which case, there will be no liquidity for the shares of our shareholders.
(18) Even if a market develops for our shares, our shares may be thinly traded with wide share price fluctuations, low share prices and minimal liquidity.
If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:
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Potential investors’ anticipated feeling regarding our results of operations;
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Increased competition;
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Our ability or inability to generate future revenues; and
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Market perception of the future of development of high-volume commercial printing.
In addition, if 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, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system 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.
(19) We anticipate the need to sell additional authorized shares in the future. This will result in a dilution to our existing shareholders and a corresponding reduction in their percentage ownership in Wes Consulting.
We may seek additional funds through the sale of our common stock. This will result in a dilution effect to our shareholders whereby their percentage ownership interest in Wes Consulting is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required. The sale of additional stock to new shareholders will
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Link to WES Consulting, Inc. SB-2 T able of Contents
reduce the ownership position of the current shareholders. The price of each share outstanding common share may decrease in the event we sell additional shares.
(20) 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.
A NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipates," "believes," "plans," "expects," "future," "intends," and similar expressions to identify these forward-looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by WES Consulting, Inc. described in "Risk Factors" and elsewhere in this prospectus. For example, a few of the uncertainties that could affect the accuracy of forward-looking statements include:
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an abrupt economic change resulting in an unexpected downturn in demand;
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governmental restrictions or excessive taxes on our products;
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over-abundance of companies supplying commercial printing products and high-volume printing services;
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economic resources to support the retail promotion of new products and services;
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expansion plans, access to potential clients, and advances in technology; and
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lack of working capital that could hinder the promotion and distribution of products and services to a broader based business and retail population.
USE OF PROCEEDS
Upon registration with the U.S. Securities Exchange Commission, 324,000 of our outstanding shares of common stock will be eligible for resale under the Securities Act. We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling stockholders. We will however incur all costs associated with this registration statement and prospectus.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined. The resale offering price bears no relationship whatsoever to our assets or earnings. Among factors considered were:
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Our lack of operating history,
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Our relative cash requirements, and
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Our management expertise.
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DILUTION
The common stock to be sold by the selling security holders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution of equity interests to our existing stockholders.
IMPACT OF THE "PENNY STOCK" RULES ON BUYING OR SELLING OUR COMMON STOCK
The SEC has adopted penny stock regulations which apply to securities traded over-the- counter. These regulations generally define penny stock to be any equity security that has a market price of less than $5.00 per share or an equity security of an issuer with net tangible assets of less than $5,000,000 as indicated in audited financial statements, if the corporation has been in continuous operations for less than three years. Subject to certain limited exceptions, the rules for any transaction involving a penny stock require the delivery, prior to the transaction, of a risk disclosure document prepared by the SEC that contains certain information describing the nature and level of risk associated with investments in the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Monthly account statements must be sent by the broker-dealer disclosing the estimated market value of each penny stock held in the account or indicating that the estimated market value cannot be determined because of the unavailability of firm quotes. In addition, the rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and institutional accredited investors (generally institutions with assets in excess of $5,000,000). These practices require that, prior to the purchase, the broker-dealer determined that transactions in penny stocks were suitable for the purchaser and obtained the purchaser's written consent to the transaction. If a market for our common stock does develop and our shares trade below $5.00 per share, it will be a penny stock. Consequently, the penny stock rules will likely restrict the ability of broker-dealers to sell our shares and will likely affect the ability of purchasers in the offering to sell our shares in the secondary market.
Trading in our common stock will be subject to the "penny stock" rules.
SELLING SECURITY HOLDERS
This prospectus will be used for the offering of shares of our common stock owned by selling security holders. The selling security holders may offer for sale up to 324,000 of the 1,200,000 shares of our common stock issued to them. Selling security holders, both non-affiliates and affiliates, may sell their shares at the fixed price of $1.00 per share during the duration of this offering. We will not receive any proceeds from such sales. The resale of the securities by the selling security holder is subject to the prospectus delivery and other requirements of the Securities Act. All selling security holders have been advised to notify any purchaser of their shares that none of the proceeds from the sale of their stock will go to the company. All expenses of this offering are being paid for by us on behalf of selling security holders. The following table sets forth information on our selling security shareholders.
Table 1.0 Selling Security Holders
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Name of security holder |
Shares beneficially owned as of the date of this prospectus 1 |
Percent owned as of the date of this prospectus |
Maximum number of shares to be sold pursuant to this prospectus |
Percent owned after offering is complete 2 |
Position, office or other material relationship to the company within last three years |
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Sanford H. Barber |
648,000 |
54.00% |
36,000 |
51.00% |
President, Director |
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Carol B. Barber |
6,000 |
0.50% |
6,000 |
0.00% |
Secretary, Director and Wife of Sanford H. Barber |
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Darcy Fox |
6,000 |
0.50% |
6,000 |
0.00% |
Stepdaughter of President |
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Andrea Johnson |
6,000 |
0.50% |
6,000 |
0.00% |
Daughter of President |
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Leah Barber-Heinz |
6,000 |
0.50% |
6,000 |
0.00% |
Daughter of President |
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Eric Heinz |
6,000 |
0.50% |
6,000 |
0.00% |
Son-in-law of President and Husband of Leah Barber-Heinz |
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Link to WES Consulting, Inc. SB-2 T able of Contents
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Link to WES Consulting, Inc. SB-2 T able of Contents
All of the shares offered by this prospectus may be offered for resale, from time to time, by the selling shareholders, pursuant to this prospectus, in one or more private or negotiated transactions, in open market transactions in the over-the-counter market, or otherwise, or by a combination of these methods, at fixed prices for the duration of this offering. The selling shareholders may effect these transactions by selling their shares directly to one or more purchasers or to or through broker-dealers or agents. The compensation to a particular broker-dealer or agent may be in excess of customary commissions. Each of the selling shareholders is an "underwriter" within the meaning of the Securities Act in connection with each sale of shares. The selling shareholders will pay all commissions, transfer taxes and other expenses associated with their sales. In the event the selling security holders sell all of their shares in the secondary offering they will own no shares in the company upon completion of the secondary offering.
PLAN OF DISTRIBUTION
This prospectus is part of a registration statement that enables the selling security holders to sell their shares on a continuous basis for a period of nine months after this registration statement is declared effective. The selling security holders may sell some or all of their common stock in one or more transactions, including block transactions:
·
On such public markets as the common stock may from time to time be trading,
·
In privately negotiated transactions,
·
Through the writing of options on the common stock,
·
In short sales, or
·
In any combination of these methods of distribution.
The sales price to the public is fixed at $1.00 per share for nine months after our registration statement is declared effective. In the event the shares of our common stock are traded on the OTCBB or other such exchange prior to the nine-month period, the shares will continue to be sold at the fixed price of $1.00 per share. Although we intend to apply to have our common stock traded on the OTCBB, a public market for our common stock may never materialize.
Upon effectiveness of this registration statement, the selling security holders named in this prospectus may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as agent may receive a commission from either the selling security holder or, if they act as agent for the purchaser of such common stock, from the purchaser. The selling security holders will likely pay the usual and customary brokerage fees for such services.
We can provide no assurance that all or any of the common stock offered will be sold by the selling security holders named in this prospectus.
As of December 31, 2006, we have expended approximately $10,975 of the estimated $46,100 cost of this offering. We are bearing all costs relating to the registration of the common stock. The selling security holders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling security holders named in this prospectus must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of shares of our common stock. The selling security holders and any broker-dealers who execute sales for the selling security holders are "underwriters" within the meaning of the Securities Act in connection with such sales. In particular, during such times as the selling security holders are deemed to be engaged in a distribution of the common stock, and therefore are considered to be an underwriter, they must comply with applicable law and may, among other things, be required:
·
Not to engage in any stabilization activities in connection with our common stock;
·
Furnish each broker or dealer through which shares of our common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
·
Not to bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
The selling security holders should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of shares of common stock by the selling security holders, and that there are restrictions on market-making activities by persons engaged in the distribution of shares. Under Regulation M, the selling security holders or their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our common stock while such selling security holder is
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Link to WES Consulting, Inc. SB-2 T able of Contents
distributing shares covered by this prospectus. Accordingly, the selling security holders are not permitted to cover short sales by purchasing shares while the distribution is taking place. The selling security holders are advised that if a particular offer of common stock is to be made on terms constituting a material change from the information set forth above with respect to the Plan of Distribution, then, to the extent required, a post-effective amendment to the accompanying registration statement must be filed with the SEC.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings nor are any contemplated by us at this time.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
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.
Table 2.0 Directors and Executive Officers
|
Name |
Age |
Position |
|
Sanford H. Barber |
57 |
President/CEO/CFO/Chairman of the Board of Directors 1 |
|
William E. Snell, Jr. |
66 |
Vice President/Director 2 |
|
Carol B. Barber |
58 |
Secretary/Director 3 |
|
Allison B. Snell |
63 |
Treasurer/Director 4 |
|
Thomas E. Burress |
60 |
Director 5 |
|
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. 5 This 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.
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- 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.
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.
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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 January 15, 2005, 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 in Table 1.0 (See "Selling Security Holders") have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.
Table 3.0 Beneficial Ownership
DESCRIPTION OF SECURITIES
General
We are authorized to issue up to 175,000,000 shares of common stock, $0.01 par value per share, of which 1,200,000 shares are issued and outstanding.
Common Stock
Subject to the rights of holders of preferred stock, if any, holders of shares of our common stock are entitled to share equally on a per share basis in such dividends as may be declared by our Board of Directors out of funds legally available therefore. There are presently no plans to pay dividends with respect to the shares of our common stock. Upon our liquidation, dissolution or winding up,
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after payment of creditors and the holders of any of our senior securities, including preferred stock, if any, our assets will be divided pro rata on a per share basis among the holders of the shares of our common stock. The common stock is not subject to any liability for further assessments. There are no conversion or redemption privileges or any sinking fund provisions with respect to the common stock and the common stock is not subject to call. The holders of common stock do not have any pre-emptive or other subscription rights.
Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders' meetings for all purposes, including the election of directors. The common stock does not have cumulative voting rights.
All of the issued and outstanding shares of common stock are fully paid, validly issued and non-assessable as determined by our legal counsel, Diane J. Harrison, Esq. whose opinion appears elsewhere as an exhibit to this prospectus.
Preferred Stock
We currently have no provisions to issue preferred stock.
Debt Securities
We currently have no provisions to issue debt securities.
Warrants
We currently have no provisions to issue warrants.
Dividend
We have paid no cash dividends on our common stock in the years 2004, 2005 and 2006 respectively. We anticipate that any earnings, in the foreseeable future, will be retained for development and expansion of our business and we do not anticipate paying any further cash dividends in the near future. Our Board of Directors has sole discretion to pay cash dividends with respect to our common stock based on our financial condition, results of operations, capital requirements, contractual obligations, and other relevant factors.
Shares Eligible for Future Resale
Upon the effectiveness of the registration statement, of which this prospectus forms a part, we will have 324,000 outstanding common shares registered for resale by the selling shareholders in accordance with the Securities Act of 1933.
Prior to this registration, no public trading market has existed for shares of our common stock. The sale or availability for sale of substantial amounts of common stock in the public trading market could adversely affect the market prices for our common stock.
T ransfer Agent and Registrar
We have engaged the services of Island Stock Transfer Inc., 100 2 nd Avenue South, Suite 300N, St. Petersburg, Florida, 33701, to act as transfer agent and registrar.
INTEREST OF NAMED EXPERTS AND COUNSEL
Randall N. Drake, C.P.A., independent certified public accountant, whose reports appear elsewhere in this registration statement, was paid in cash for services rendered. Therefore, he has no direct or indirect interest in us. Mr. Drake's report is given based on his authority as an expert in accounting and auditing. Randall N. Drake, C.P.A. has provided audited financials for WES Consulting, Inc. for December 31, 2005 and December 31, 2006.
Diane J. Harrison, Esq., of Harrison Law, P.A., is the counsel who has given an opinion on the validity of the securities being registered which appears elsewhere in this registration statement has no direct or indirect interest in us.
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation do not include a provision automatically indemnifying a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such.
Our By-Laws, Article X, Section 3, do permit us to indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate and to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of WES Consulting, Inc. pursuant to the foregoing provisions, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is unenforceable.
ORGANIZATION WITHIN LAST FIVE YEARS
The Company was incorporated under the laws of the State of Florida on February 25, 1999 under the name WES Consulting, Inc. The Company does not have any subsidiaries or related companies.
We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business. We do not foresee any circumstances that would cause us to alter our current business plan within the next twelve months. In the event we do not raise additional capital through the primary offering we will seek funds from private sources.
The Company has had no related transactions with any related persons, promoters or control persons that have had an interest in our business.
DESCRIPTION OF BUSINESS
Business Development
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.
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.
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.
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One of the additional investors was Sanford H. Barber, the brother-in-law of William E. Snell Jr. 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.
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.
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 150,000 shares. On September 28, 2006, Sanford H. Barber acquired 121,650 shares and William E. Snell Jr. acquired 14,950 shares.
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 12,600 shares at $0 . 01 per share.
We currently have no employees other than William E. Snell, Jr., Vice President. There is currently one consulting contract with NTT Quaris of Tokyo, Japan. 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 all 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
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.
(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
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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.
(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.
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, both 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 effect our operations.
(6) Dependence on Limited Customers
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:
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(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) Government Regulation
As a company specializing in consulting services we are subject to a limited variety of local, state, and federal regulations.
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, 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. The laws and regulations applicable to the Internet and to our services are evolving and unclear and could damage our business. 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 January 1, 2006, we have 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. 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.
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Reports to Security Holders
We will file reports and other information with the U.S. Securities and Exchange Commission (“SEC”). You may read and copy any document that we file at the SEC's public reference facilities at 100 F. Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for more information about its public reference facilities. Our SEC filings will be available to you free of charge at the SEC's web site at <www.sec.gov>.
We are not required by the Florida Revised Statutes to provide annual reports. At the request of a shareholder, we will send a copy of an annual report to include audited financial statements. In the event we become a reporting company with the SEC, we will file all necessary quarterly and annual reports.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
The following management's discussion, analysis of financial condition, and results of operations should be read in conjunction with our financial statements and notes thereto contained elsewhere in this prospectus. This section of our prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
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 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 from 2005-2006. \
Table 4.0 Revenues, Expenditures and Net Income
|
YEAR |
REVENUE |
EXPENSES |
NET INCOME (LOSS) |
|
2006 |
$ 83,190.36 |
$ 92,984.53 |
$ (9,794.17) |
|
2005 |
$ 86,166.58 |
$ 73,226.34 |
$ 12,940.24 |
Results of Operations for the Year Ended December 31, 2006
For the year ended December 31, 2006 our revenues of $83,190.36 were a decrease of $2,976.22 from 2005. We attribute this decrease to our President devoting more time to our registration statement and the continued development of our business plan. Expenses during the year ended December 31, 2006 compared to 2005 reflect an increase of $19758.19. This change can be directly related to the legal and accounting expenses associated with the filing of our registration statement. We anticipate that once our registration is complete and Mr. Barber is able to concentrate more on business development, our revenues will increase and, although
19
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we will have the SEC reporting requirements, we believe our legal and accounting expenditures will decrease. Since we have paid the costs of this registration statement as they came due, our expenses should stabilize and we believe they will track closely our expenses from the fiscal year ended December 31, 2005. Our cash flow showed an increase in cash and cash equivalents of $1,951.97. This increase relates directly to the private sales of our common stock to friends and family. The Company believes that our cash and cash equivalents will remain stable and we will increase our cash and cash equivalents as we begin to develop more business.
Results of Operations for the Year Ended December 31, 2005
During the year ended December 31, 2005, we had revenues of approximately $86,166.58. While we had a net income of $12,940.24, we had $15,331.89 in distributions. We also had $612.00 depreciation expense. When the noncash depreciation expense of $612.00 is added back to the net income of $12,940.24, along with the increase in payables of $67.99, the result is the $1,711.66 total cash used by operating activities.
We did not have any cash flows from investing activities for the year ended December 31, 2005
The result of the above activities was a total decrease in cash and cash equivalents of $1,711.66 for the year ended December 31, 2005. When this decrease was subtracted from the company’s cash and cash equivalents of $3,324.39 at the beginning of the year, the result was a total of $1,612.73 of cash and equivalents as of the company’s December 31, 2005 year-end. We do not foresee any circumstances or events that will have an adverse impact on our operations. We do anticipate an increase in our business based on our current method of operation and the activities of our officers and directors. Thus, we expect to satisfy our current cash requirements indefinitely. However, we will need additional cash to implement the expansion strategy contained in our plan to change our method of operations, which includes expanding the business development/consulting services both statewide and then nationwide.
Liquidity & Capital Resources
Since February of 1999 the company has concentrated its efforts in providing consulting services to a niche market in Latin America and Southeast Asia. Management believes it can capitalize on the current status of high volume printers in these underserved markets
Our internal liquidity is provided by our operations. Our current cash and cash equivalents along with our accounts receivable exceed our current liabilities. Management believes that in the fiscal year 2007 the Company will be able to show a profit and operations should be sustainable in the long-term of at least twelve months. In the event the company needs additional funds prior to our raising capital through private sales of our stock or debt financing, our President Sanford H. Barber will provide any necessary capital.
While the capital resources of the company are limited from a cash perspective, the credit of the officers and directors for debt financing if necessary is extremely strong. The company has not established any lines of credit with any banks. In the event a supplier or lender requires additional credit to obtain equipment or other business supplies, our officers and directors are willing to extend their credit to accomplish the purchase.
In the event we are unable to raise additional funds, we will analyze all avenues of business opportunities. Only under this circumstance would we consider a merger, acquisition, joint venture, strategic alliance, a roll-up, or other business combination to increase business and potentially increase the liquidity of the Company. Management believes its responsibility to increase shareholder value is of utmost importance, which means the Company should consider the aforementioned alternatives in the event funding is not available on favorable terms to the Company when needed.
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.
20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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.
AUDIT COMMITTEE
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.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is not quoted or traded on any quotation medium at this time. We intend to apply to have our common stock included for quotation on the NASD OTC Bulletin Board. There can be no assurance that an active trading market for our stock will develop. If our stock is included for quotation on the NASD OTC Bulletin Board, price quotations 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 experienced 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 products or 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.
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 according to Rule 144 that we have agreed to register. A brief description of Rule 144 follows:
The common stock sold in this offering will be freely transferable without restrictions or further registration under the Securities Act, except for any shares purchased by an “affiliate.” An “Affiliate” is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control of the issuer. The definition of an "Affiliate" is critical to the operation of Rule 144, promulgated under the Securities Act. Rule 144 provides for restrictions on the amount of securities that can be sold by an affiliate during a given period of
21
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time. In general, pursuant to Rule 144, a shareholder who has satisfied a one year holding period may, under certain circumstances, sell within any three month period a number of securities which does not exceed the great of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Further, Rule 144 permits, under certain circumstances, the sale of securities, without any quantity limitation, by our shareholders who are not affiliates and who have satisfied a one year holding period.
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.
We have forty-four (44) stockholders of record of our common stock as of December 31, 2006. The CUSIP number for our common stock is 950804 104.
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, 2000 and 2001, and whose salary and bonus exceeded $100,000 for the fiscal years ended December 31, 2000 and 2001, for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the "Named Executive Officers."
Table 5.0 Summary Compensation
|
Name and principal position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compen-sation ($) |
Non-Qualified Deferred Compen-sation Earnings ($) |
All Other Compen-sation ($) |
Total ($) |
|
Sanford H. Barber, 1 President and CEO, CFO, Director |
2005 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
2006 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
|
William E. Snell, Jr. 2 , Vice-President an Director |
2005 |
49,000 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
49,000 |
|
2006 |
66,500 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
66,500 |
|
|
Carol B. Barber 3 , Secretary and Director |
2005 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
2006 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
|
Allison B. Snell 4 , Treasurer and Director |
2005 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
2006 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
|
Thomas E. Burress 5 , Director |
2005 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
2006 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
|
|
1 There 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. 2 There 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. 3 There 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. 4 There 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. 5 There 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. |
|||||||||
22
Additional Compensation of Directors
All of our directors are unpaid. 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.
DISCLOSURE CONTROLS AND PROCEDURES
Our Board of Directors believes that our Chairman/President, Sanford H. Barber, has developed disclosure controls and procedures that are in keeping with the intent of the regulations. As our President with over twenty (20) years experience in coordinating financial information for statements with company accountants, Mr. Barber and the full Board of Directors find the Company’s disclosure controls and procedures to meet or exceed those required. Management has the responsibility for establishing and maintaining adequate controls over the financial reporting of our company. Our controls and procedures include, without limitation, those designed to ensure that information to be disclosed is recorded, processed, summarized and reported within the appropriate time periods and that the information is communicated to management, including its principal executive officer and principal financial officer, as appropriate, regarding timely disclosure.
INTERNAL CONTROL OVER FINANCIAL REPORTING
Our Chairman/President, Sanford H. Barber, will be providing a full financial reporting and accounting of the Company according to the Generally Accepted Accounting Principles and guidelines established by the American Institute of Certified Public Accountants. The Board of Directors has found no weakness in the controls that have been established and believes that the semi-annual monitoring by the full Board of Directors will keep those who invest in our Company fully informed of the true financial status of the Company at all times. Should there be a change in our internal control over financial reporting, this change or changes will be made available in our reports filed with the Securities and Exchange Commission.
CODE OF ETHICS
We have adopted a code of ethics as of September 30, 2006 that applies to our principal executive officer, principal financial officer, and principal accounting officer as well as our employees. Our standards are in writing and will be posted on our website once our site is operational. Our complete Code of Ethics has been attached to this registration statement as an exhibit. Our annual report filed with the Securities Exchange Commission will set forth the manner in which a copy of our code may be requested at no charge. The following is a summation of the key points of the Code of Ethics we adopted:
·
Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
·
Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our company;
·
Full compliance with applicable government laws, rules and regulations;
23
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·
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
·
Accountability for adherence to the code.
CORPORATE GOVERNANCE
As a small business issuer we are not listed on a national securities exchange or in an inter-dealer quotation system that has requirements that a majority of the board of directors be independent. Further, we have not applied for a listing with a national exchange or in an inter-dealer quotation system which has requirements that a majority of the board of directors be independent. We are not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. We have conducted regular monthly Board of Director meetings on the last business Friday of each month for the last calendar year. Each of our directors has attended all meetings. We have no standing committees regarding compensation, audit or other nominating committees. At our annual shareholders meetings, each shareholder is given specific information on how he/she can direct communications to the officers and directors of the corporation. All communications from shareholders are relayed to the members of the Board of Directors.
EXPERTS
Certain of the financial statements of WES Consulting, Inc. included in this prospectus and elsewhere in the registration statement, to the extent and for the periods indicated in their reports, have been audited by Randall N. Drake, C.P.A., independent certified public accountant, whose reports thereon appear elsewhere herein and in the registration statement.
CHANGES IN 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.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon for WES Consulting, Inc. by Harrison Law, P.A., 6860 Gulfport Blvd. South, No. 162, South Pasadena, Florida 33707
WHERE YOU CAN FIND FURTHER INFORMATION
WES Consulting, Inc. will be subject to the informational requirements of the Securities Exchange Act of 1934, and in accordance therewith files reports, or information statements and other information with the Securities and Exchange Commission. Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street N. E., Washington, D.C. 20549, at prescribed rates. In addition, the Commission maintains a web site that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the Commission. The address of the Commission’s web site is http://www.sec.gov .
WES Consulting, Inc. has filed with the Commission a registration statement on Form SB-2 under the Securities Act of 1933 with respect to the common stock being offered hereby. As permitted by the rules and regulations of the Commission, this prospectus does not contain all the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to WES Consulting, Inc. and the common stock offered hereby, reference is made to the registration statement, and such exhibits and schedules. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge
24
Link to WES Consulting, Inc. SB-2 T able of Contents
at the public reference facilities maintained by the Commission at the addresses set forth above, and copies of all or any part of the registration statement may be obtained from such offices upon payment of the fees prescribed by the Commission. In addition, the registration statement may be accessed at the Commission’s web site. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete and, in each instance, reference is made to the copy of such contract or document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.
25
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Link to Financial Statements Contents
FINANCIAL STATEMENTS
CONTENTS
F-1
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
Randall N. Drake, C.P.A., P.A.
1981 Promenade Way
Clearwater, Florida 33760
Phone: (727) 536-4863
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of WES Consulting, Inc.
We have audited the accompanying balance sheet of WES Consulting, Inc. as of December 31, 2006 and the related statements of operations, stockholders’ equity, and cash flows for the period ended December 31, 2006. 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 evaluating 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, 2006 and the results of its operations and its cash flows for the year ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America.
|
Randall N. Drake, CPA, PA Randall N. Drake, CPA, PA |
|
|
|
|
|
Clearwater, Florida |
|
|
|
|
|
February 19, 2007 |
|
|
|
|
F-2
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Link to Financial Statements Contents
|
WES CONSULTING, INC. |
|
Balance Sheet |
|
As of December 31, 2006 |
|
|
|
ASSETS |
|||||
|
|
Current Assets: |
|
|||
|
|
|
Cash & Cash Equivalents |
$1,951.97 |
||
|
|
|
Accounts Receivable |
15,000.00 |
||
|
|
|
Loans to Shareholder |
2,224.34 |
||
|
|
Total Current Assets |
19,176.31 |
|||
|
|
Fixed Assets: |
|
|||
|
|
|
Computer & Office Equipment |
3,798.28 |
||
|
|
|
Accumulated Depreciation |
(1,841.76) |
||
|
|
Total Fixed Assets |
1,956.52 |
|||
|
|
TOTAL ASSETS |
$21,132.83 |
|||
|
LIABILITIES & STOCKHOLDERS' EQUITY |
|||||
|
|
Liabilities |
|
|||
|
|
|
Current Liabilities: |
|
||
|
|
|
|
Other Current Liabilities |
|
|
|
|
|
|
|
Payroll Taxes Payable |
56.00 |
|
|
|
Total Current Liabilities |
56.00 |
||
|
|
Total Liabilities |
56.00 |
|||
|
|
Stockholders' Equity: |
|
|||
|
|
|
Common Stock, $.01 par value, 175,000,000 shares |
|
||
|
|
|
|
authorized, 1,200,000 issued & outstanding - Note F |
12,000.00 |
|
|
|
|
Paid in Capital |
1,487.00 |
||
|
|
|
Retained Earnings |
$7,589.83 |
||
|
|
Total Stockholders' Equity |
21,076.83 |
|||
|
|
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
$21,132.83 |
|||
See accompanying notes and accountant’s report.
F-3
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Link to Financial Statements Contents
|
WES CONSULTING, INC. |
|
Statement of Operations |
|
For the Year Ended December 31, 2006 |
|
|
|
Revenue: |
|
|
|
|
Consulting Income-NTT Quaris |
$60,000.00 |
|
|
Consulting Income-Other |
2,490.36 |
|
|
Property Management Fees-Notes C & D |
20,700.00 |
|
Total Revenue |
83,190.36 |
|
|
Operating Expenses: |
|
|
|
|
Auto Expense |
1,979.27 |
|
|
Bank Service Charges |
141.18 |
|
|
Depreciation Expense |
685.83 |
|
|
Dues, Journals & Publications |
234.95 |
|
|
Interest Expense |
9.64 |
|
|
Internet & Computer |
779.67 |
|
|
Legal Fees-Note |
10,000.00 |
|
|
Office Expense |
825.27 |
|
|
Postage |
85.43 |
|
|
Professional Fees |
1,268.00 |
|
|
Rent-Notes C & D |
3,000.00 |
|
|
Salaries |
66,500.00 |
|
|
Taxes |
5,442.65 |
|
|
Telephone |
638.36 |
|
|
Travel |
1,394.28 |
|
Total Operating Expenses |
92,984.53 |
|
|
|
|
|
|
Net Income (Loss) |
($9,794.17) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share: |
|
|
|
|
Net income (loss) per share-Note E |
($0.01) |
See accompanying notes and accountant’s report.
F-4
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Link to Financial Statements Contents
|
WES CONSULTING, INC. |
|
Statement of Changes in Stockholder’s Equity |
|
For the Year Ended December 31, 2005 |
|
|
|
Common Stock |
Paid in |
Retained |
|
|
|
|
|
Shares |
Amount |
Capital |
Earnings |
Total |
|
Balances at January 1, 2006 |
10,000 |
$100.00 |
$900.00 |
$17,384.00 |
18,384.00 |
|
|
Reacquisition & return of shares to authorized but |
|
|
|
|
|
|
|
|
unissued status |
(9,500) |
(95.00) |
|
|
(95.00) |
|
|
|
|
|
|
|
|
|
Issuance of New Shares |
1,199,500 |
11,995.00 |
(10,413.00) |
|
$1,582.00 |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) |
|
|
|
(9,794.17) |
($9,794.17) |
|
|
|
|
|
|
|
|
|
|
Contributed Capital |
|
|
11,000.00 |
|
$11,000.00 |
|
|
|
|
|
|
|
|
|
|
Balances at December 31, 2006 |
1,200,000 |
$12,000.00 |
$1,487.00 |
$7,589.83 |
$21,076.83 |
|
See accompanying notes and accountant’s report.
F-5
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Link to Financial Statements Contents
|
WES CONSULTING, INC. |
|
Statement of Cash Flows |
|
For the Year Ended December 31, 2006 |
|
OPERATING ACTIVITIES: |
|
||
|
|
Net Income(Loss) |
($9,794.17) |
|
|
|
Adjustments to reconcile Net Income |
|
|
|
|
to net cash provided by operations: |
|
|
|
|
|
Depreciation Expense |
685.83 |
|
|
Equipment Acquisition |
(738.28) |
|
|
|
Increase (Decrease) in: |
|
|
|
|
|
Accounts Payable |
(76.80) |
|
Net cash provided (used) by Operating Activities |
(9,923.42) |
||
|
FINANCING ACTIVITIES: |
|
||
|
|
Shareholder Loans |
(2,224.34) |
|
|
|
Reacquisition of Common Stock |
(9.50) |
|
|
|
Net Issuance of Common Stock |
11,897.00 |
|
|
|
Paid in Capital |
599.50 |
|
|
Net cash provided (used) by Financing Activities |
10,262.66 |
||
|
Net increase in cash & cash equivalents |
339.24 |
||
|
Cash & cash equivalents at beginning of period |
1,612.73 |
||
|
Cash & cash equivalents at end of period |
$1,951.97 |
||
|
|
|
|
|
|
|
|
|
|
|
NONCASH INVESTING & FINANCING ACTIVITIES: |
|
||
|
|
|
Effect of 20:1 Forward Stock |
|
|
|
|
Split on Common Stock |
$10,413.00 |
|
|
|
Effect of 20:1 Forward Stock |
|
|
|
|
Split on Paid in Capital |
($10,413.00) |
See accompanying notes and accountant’s report.
F-6
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Notes to Financial Statements |
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December 31, 2006 |
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
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.
Income Taxes
The company terminated its S-Corporation election effective January 1, 2006. No Provision for income taxes has been made because the company incurred a loss for 2006.
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 it’s principal location from this same individual (see also Note D).
F-7
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Notes to Financial Statements |
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December 31, 2006 (continued) |
NOTE D – RENT
The Company leases its principal business location at 4801 96 th St. N, St. Petersburg, Florida on a month-to-month basis from the mother of a major stockholder. The monthly rent of $250.00 is considered by management to be at fair market value for the space being provided.
NOTE E – EARNINGS (LOSS) PER COMMON SHARE
Earnings (Loss) per common share of ($.03) were calculated based on a net loss numerator of ($9,794.17) divided by a denominator of 369,219 weighted-average shares of outstanding common stock outstanding at December 31, 2006. See Note F.
NOTE F – RECAPITALIZATION
On January 4, 2006, the Company’s Board voted to acquire 95 shares of its outstanding common stock, cancel them and return them to authorized but unissued shares and then to issue 45 shares of its common stock. On August 22, 2006 the Company’s Board filed amended and restated articles changing the par value of its stock to $0.01 per share resulting in 10 shares for each share previously owned. On September 28, 2006 the Board issued an additional 46,900 shares of common stock. On November 2, 2006 the Company’s board issued an additional 12,600 shares of its stock at $.01 per share for 42 executed stock subscription agreements it received. After these stock sales there were a total of 60,000 shares issued and outstanding. The company on November 30, 2006 further ratified and authorized a 20:1 forward stock split that resulted in 1,200,000 issued and outstanding shares as of that date. All share amounts in these financial statements and notes reflect the retroactive effects of this 20:1 forward stock split.
F-8
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
Randall N. Drake, C.P.A., P.A.
1981 Promenade Way
Clearwater, Florida 33760
Phone: (727) 536-4863
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of WES Consulting, Inc.
We have audited the accompanying balance sheet of WES Consulting, Inc. as of December 31, 2005 and the related statements of operations, stockholders’ equity, and cash flows for the period ended December 31, 2005. 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 evaluating 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, 2005 and the results of its operations and its cash flows for the year ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.
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Randall N. Drake, CPA, PA Randall N. Drake, CPA, PA |
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Clearwater, Florida |
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February 19, 2007 |
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F-9
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Balance Sheet |
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As of December 31, 2005 |
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ASSETS |
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Current Assets: |
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Cash & Cash Equivalents |
$1,612.73 |
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Accounts Receivable |
15,000.00 |
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Total Current Assets |
16,612.73 |
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Fixed Assets: |
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Computer & Office Equipment |
3,060.00 |
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Accumulated Depreciation |
(1,155.93) |
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Total Fixed Assets |
1,904.07 |
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TOTAL ASSETS |
$18,516.80 |
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LIABILITIES & STOCKHOLDERS' EQUITY |
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Liabilities |
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Current Liabilities: |
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Other Current Liabilities |
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Accounts Payable |
$76.80 |
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Payroll Taxes Payable |
56.00 |
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Total Current Liabilities |
132.80 |
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Total Liabilities |
132.80 |
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Stockholders' Equity: |
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Common Stock, $.01 par value, 175,000,000 shares |
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authorized, 10000 shares issued & outstanding - |
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NOTE F |
100.00 |
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Paid in Capital-Note F |
900.00 |
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Retained Earnings |
17,384.00 |
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Total Stockholders' Equity |
18,384.00 |
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY |
$18,516.80 |
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See accompanying notes and accountant’s report.
F-10
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Statement of Operations |
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For the Year Ended December 31, 2005 |
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Revenue: |
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Consulting Income-NTT Quaris |
$60,000.00 |
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Consulting Income-Other |
7,966.58 |
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Property Management Fees-Notes C & D |
18,200.00 |
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Total Revenue |
86,166.58 |
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Operating Expenses: |
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Auto Expense |
1,515.81 |
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Bank Service Charges |
131.40 |
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Computer Expenses |
114.94 |
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Depreciation Expense |
612.00 |
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Dues, Journals & Publications |
2,209.90 |
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Insurance |
3,536.00 |
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Interest Expense |
394.66 |
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Internet |
656.43 |
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Office Expense |
552.35 |
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Penalties |
50.00 |
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Postage |
102.98 |
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Professional Fees |
1,182.37 |
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Rent-Notes C & D |
3,000.00 |
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Salaries |
49,000.00 |
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Seminars |
1,295.00 |
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Taxes |
3,829.70 |
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Telephone |
930.73 |
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Travel |
4,112.07 |
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Total Operating Expenses |
73,226.34 |
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Net Income (Loss) |
$12,940.24 |
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Earnings (loss) per common share: |
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Net income (loss) per share |
$1.29 |
See accompanying notes and accountant’s report.
F-11
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Statement of Changes in Stockholder’s Equity |
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For the Year Ended December 31, 2005 |
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Common Stock |
Paid in |
Retained |
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Shares |
Amount |
Capital |
Earnings |
Total |
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Balances at January 1, 2005 |
10,000 |
$100.00 |
$900.00 |
$19,775.65 |
$20,775.65 |
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Net Income (Loss) |
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12,940.24 |
$12,940.24 |
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AAA Distributions |
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(15,331.89) |
($15,331.89) |
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Balances at December 31, 2005 |
10,000 |
$100.00 |
$900.00 |
$17,384.00 |
$18,384.00 |
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See accompanying notes and accountant’s report.
F-12
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Statement of Cash Flows |
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For the Year Ended December 31, 2005 |
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OPERATING ACTIVITIES: |
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Net Income(Loss) |
$12,940.24 |
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AAA Distributions |
($15,331.89) |
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Adjustments to reconcile Net Income |
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to net cash provided by operations: |
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Depreciation Expense |
612.00 |
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Increase (Decrease) in: |
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Payroll Taxes Payable |
56.00 |
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Accounts Payable |
11.99 |
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Net cash provided (used) by Operating Activities |
(1,711.66) |
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FINANCING ACTIVITIES: |
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Shareholder Loans |
0.00 |
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Common Stock Issued |
0.00 |
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Paid in Capital |
0.00 |
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Net cash provided (used) by Financing Activities |
0.00 |
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Net increase in cash & cash equivalents |
(1,711.66) |
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Cash & cash equivalents at beginning of period |
3,324.39 |
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Cash & cash equivalents at end of period |
$1,612.73 |
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See accompanying notes and accountant’s report.
F-13
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Notes to Financial Statements |
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December 31, 2005 |
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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
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.
Income Taxes
The company is an S-Corporation as of December 31, 2005, therefore no provision for income taxes has been made.
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.
F-14
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
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WES CONSULTING, INC. |
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Notes to Financial Statements |
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December 31, 2005 |
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(continued) |
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
Earnings (Loss) per common share of $1.29 were calculated based on a net income numerator of $12,940.24 divided by a denominator of 10,000 weighted-average shares of common stock outstanding at December 31, 2005. See also Note F.
NOTE F – SUBSEQUENT EVENTS
On January 4, 2006 the Company’s Board voted to acquire 95 shares of its outstanding common stock, cancel them and return them to authorized but unissued shares and then to issue 45 shares of its common stock. On August 22, 2006 the Company’s Board filed amended and restated articles changing the par value of its stock to $0.01 per share resulting in 10 shares for each share previously owned. On September 28, 2006 the Board issued an additional 46,900 shares of common stock. On November 2, 2006 the Company’s board issued an additional 12,600 shares of its stock at $.01 per share for 42 executed stock subscription agreements it received. After these stock sales there were a total of 60,000 shares issued and outstanding. The company on November 30, 2006 further ratified and authorized a 20:1 forward stock split that will result in result in 1,200,000 issued and outstanding shares as of that date. All share amounts in these financial statements and notes reflect the Using the retroactive effects of this 20:1 forward stock split results in earnings per share of $.01 ($12,940.24/1,200,000 shares).
F-15
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Indemnification of Directors and Officers
Title XXXVI, Chapter 607 of the Florida Statutes permits corporations to indemnify a director, officer or control person of the corporation for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expense. Our Articles of Incorporation do not include such a provision automatically indemnifying a director, officer or control person of the corporation or its stockholders for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such.
Article XV, Paragraph 3 of our By-Laws permits us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in such capacity, regardless of whether or not Florida law would permit indemnification. We have not obtained any such insurance at this time.
We have been advised that it is the position of the Securities and Exchange Commission that insofar as the foregoing provisions may be invoked to disclaim liability for damages arising under the Securities Act of 1933, as amended, that such provisions are against public policy as expressed in the Securities Act and are therefore unenforceable.
Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by WES Consulting, Inc. in connection with the sale of the securities being registered. All amounts are estimates except the Securities and Exchange Commission registration fee and the Accounting Fees and Expenses:
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Registration Fee |
$100.00 |
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Federal taxes, state taxes and fees |
$0.00 |
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Printing and Engraving Expenses |
$2,000.00 |
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Accounting Fees and Expenses |
$10,000.00 |
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Legal Fees and Expenses |
$30,000.00 |
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Transfer Agent's Fees and Expenses |
$2,000.00 |
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Miscellaneous |
$2,000.00 |
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Total |
$46,100 |
We will bear all the costs and expenses associated with the preparation and filing of this registration statement including the registration fees of the selling security holders.
Recent Sales of Unregistered Securities
Set forth below is information regarding the issuance and sales of WES Consulting, Inc.'s common stock without registration during the last three years. No sales involved the use of an underwriter and no commissions were paid in connection with the sale of any securities. The following securities of WES Consulting, Inc. were issued by WCI within the past three (3) years and were not registered under the Securities Act of 1933:
(a) On July 28, 2006 the Board of Directors authorized the sale of up to 30,000 additional shares of stock. The company sold 12,600 of the authorized 30,000 shares and then closed the sale of additional shares. The sales to the individuals listed below were for shares issued from the authorized capital 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 pursuant to 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 friends, family and personal business acquaintances of the President, Sanford H. Barber and Vice
35
Link to WES Consulting, Inc. SB-2 T able of Contents
Link to Financial Statements Contents
President, William E. Snell, Jr. Each individual had specific knowledge of the Company’s operation that was given to them personally by the President and Vice President. Each individual is considered educated and informed concerning small investments, such as the $3.00 investment in our company. The sale of the shares occurred between August 1, 2006 and November 30, 2006 to the individuals below. Upon receipt of the executed subscription agreements, the sale of any additional shares was closed by the Board of Directors. The following table gives effect to the forward stock split of 20:1 that occurred on November 30, 2006.
36
Index of Exhibits
The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-B. All Exhibits are attached hereto unless otherwise noted.
Undertakings
(1)
The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a twenty percent change in the maximum aggregate offering price set forth in the "calculation of registration fee" table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2)
The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned Registrant according to the foregoing provisions, or otherwise, the undersigned Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
37
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of St. Petersburg, State of Florida, on February 28, 2007.
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(Registrant) WES CONSULTING, INC. |
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By: /s/ Sanford H. Barber |
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Sanford H. Barber |
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President |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
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Name |
Title |
Date |
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/s/Sanford H. Barber Sanford H. Barber |
Principal Executive Officer, Principal Accounting Officer, Chief Financial Officer, Chairman of the Board of Directors |
February 28, 2007 |
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/s/ William E. Snell, Jr. William E. Snell, Jr. |
Vice-President, Director |
February 28, 2007 |
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/s/ Carol B. Barber Carol B. Barber |
Secretary, Director |
February 28, 2007 |
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/s/ Allison B. Snell Allison B. Snell |
Treasurer, Director |
February 28, 2007 |
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38
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AMENDED AND RESTATED ARTICLES OF INCORPORATION OF WES CONSULTING, INC. A Florida Corporation |
FILED SECRETARY OF STATE DIVISION OF CORPORATIONS
2006 SEP-6 PM 12:43 |
Sanford H. Barber certifies that:
1. Sanford H. Barber is the duly elected and acting President and Carol Barber as the duly elected and acting Secretary of the corporation herein above named.
2. The Articles of Incorporation of the corporation shall be amended and restated to read in full as follows:
ARTICLE I.
The name of the corporation shall be WES Consulting, Inc. and shall be governed by Title XXXVI Chapter 607 of the Florida Statutes.
ARTICLE II.
The nature of the business of the corporation shall be to engage in any lawful activity permitted by the laws of the State of Florida, and desirable to support the continued existence of the corporation.
ARTICLE III.
The total authorized capital stock of the corporation shall be One Hundred Seventy-Five million (175,000,000) shares of $.01 par value common stock, all or any part of which capital stock may be paid for in cash, in property or in labor and services at a fair valuation to be fixed by the Board of Directors. Such stock may be issued from time to time without any action by the stockholders for such consideration as may be fixed from time to time by the Board of Directors, and shares so issued, the full consideration for which has been paid or delivered shall be deemed the fully paid up stock, and the holder of such shares shall not be liable for any further payment thereof. Each share of stock shall have voting privileges and will be eligible for dividends.
ARTICLE IV.
The initial principal office of the corporation shall be: 4801 96 th Street, N, St. Petersburg, FL 33708 located in Pinellas County, Florida. The corporation shall have the power to establish other offices both within and without the State of Florida.
Page 1 of 7
ARTICLE V.
The corporation shall have perpetual existence.
ARTICLE VI.
The registered agent and the office of the resident agent shall be as follows:
Sanford H. Barber: 492 Harbor Drive N, Indian Rocks Beach, Florida 33785.
ARTICLE VII.
The governing board of this corporation shall be known as Directors, which shall consist of not less than one (1) Director and not more than fifteen (15) directors and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, provided that the number of directors shall not be reduced to less than one (1) Director. The election of directors shall be on an annual basis. Each of the said Directors shall be of full and legal age. A quorum for the transaction of business shall be a simple majority of the Directors so qualified and present at a meeting. Meetings of the Board of Directors may be held within or without the State of Florida and members of the Board of Directors need not be stockholders.
ARTICLE VIII.
The names and post office addresses of the Board of Directors of the corporation are:
Sanford H. Barber: 492 Harbor Drive N, Indian Rocks Beach, Florida 33785.
Carol Barber: 492 Harbor Drive N, Indian Rocks Beach, Florida 33785.
ARTICLE IX.
The names and post office addresses of the Officers, subject to this Charter and the By- Laws of the corporation and the laws of the State of Florida, shall hold office for the first year of business or until removal, resignation or an election is held by the Board of Directors for the election of the officers and or the successors have been duly elected and qualified are:
Sanford H. Barber: 492 Harbor Drive N, Indian Rocks Beach, Florida 33785.
Carol Barber: 492 Harbor Drive N, Indian Rocks Beach, Florida 33785.
Page 2 of 7
ARTICLE X.
The names and post office addresses of the subscribers to these Articles of Incorporation are:
Sanford H. Barber: 492 Harbor Drive N, Indian Rocks Beach, Florida 33785.
ARTICLE XI.
It is specified that the date when the corporate existence of the corporation shall commence is the date of filing by the Secretary of State of these Articles of Incorporation.
ARTICLE X.
The corporation shall have the power to indemnify any officer, director, or former officer or director, to the fullest extent permitted by law.
ARTICLE XI.
If all of the directors severally and collectively consent in writing to any action taken or to be taken by the Corporation, and the writings evidencing their consent are filed with the Secretary of the Corporation, the action shall be as valid as though it had been authorized at a meeting of the Board of Directors.
The undersigned, being the original incorporator hereinbefore named, for the purpose of forming a corporation to do business both within and without the State of Florida, and in pursuance of the general corporation law of the State of Florida, do make and file this certificate, hereby declaring and certifying the facts hereinabove stated are true, and accordingly has hereunto set their hands this 22 nd day of August, 2006.
I further declare under penalty of perjury under the laws of the State of Florida that the matters set forth in this Amended and Restated Articles of Incorporation are true and correct to the best of my knowledge.
/s/ SANFORD H. BARBER
Sanford H. Barber
DONE and DATED this 22 nd day of August, 2006.
STATE OF FLORIDA
)
)
SS
COUNTY OF PINELLAS
)
On this 22 nd day of August, 2006, personally appeared before me, a Notary Public in and for said County and State, Sanford H. Barber, President of WES Consulting, Inc., who proved to be the above named officer and acknowledged that he executed the above instrument freely and voluntarily for the uses and purposes therein mentioned for, and on behalf of said corporation and under its corporate seal.
Page 3 of 7
SUBSCRIBED and SWORN to before me
this 22 nd day of August, 2006.
/s/ LAURA L. LARSEN
NOTARY PUBLIC, in and for said
SEAL
County and State.
/s/ CAROL BARBER
Carol Barber
DONE and DATED this 22 nd day of August, 2006.
STATE OF FLORIDA
)
)
SS
COUNTY OF PINELLAS
)
On this 22 nd day of August, 2006, personally appeared before me, a Notary Public in and for said County and State, Carol Barber, Secretary of WES Consulting, Inc., who proved to be the above named officer and acknowledged that she executed the above instrument freely and voluntarily for the uses and purposes therein mentioned for, and on behalf of said corporation and under its corporate seal.
SUBSCRIBED and SWORN to before me
this 22 nd day of August, 2006.
/s/ LAURA L. LARSEN
NOTARY PUBLIC, in and for said
SEAL
County and State.
Page 4 of 7
CERTIFICATE OF RESTATED ARTICLES OF INCORPORATION
In accordance with Title XXXVI, Chapter 607, Section 607.1007 of the Florida Statutes, the Board of Directors of WES Consulting, Inc. has approved the filing of Amended and Restated Articles of Incorporation and that this Restatement does contain amendment(s) that required shareholder approval and that the Board of Directors adopted the Restatement after submission of the same to the shareholders and a majority approval by the shareholders.
The Shareholders at a meeting duly held on the 3rd day of August, 2006, adopted the Restated Articles of Incorporation and any and all amendments, to the original Articles of Incorporation of WES Consulting, Inc. and that the number of votes cast for the amendment(s) by the shareholders was sufficient for approval in accordance with Title XXXVI, Chapter 607, Section 607.1006.
The undersigned, being the President and Secretary, for the purpose of filing this Certificate with the State of Florida, and in pursuance of the general corporation law of the State of Florida does make and file this certificate, hereby declaring and certifying the facts hereinabove stated are true, and accordingly has hereunto set his hand this 22 nd day of August, 2006.
/s/ SANFORD H. BARBER
Sanford H. Barber
DONE and DATED this 22 nd day of August, 2006.
STATE OF FLORIDA
)
)
SS
COUNTY OF PINELLAS
)
On this 22 nd day of August, 2006, personally appeared before me, a Notary Public in and for said County and State, Sanford H. Barber, President and Secretary of WES Consulting, Inc., who proved to be the above named officer and acknowledged that he executed the above instrument freely and voluntarily for the uses and purposes therein mentioned for, and on behalf of said corporation and under its corporate seal.
SUBSCRIBED and SWORN to before me
this 22 nd day of August, 2006.
/s/ LAURA L. LARSEN
NOTARY PUBLIC, in and for said
County and State.
/s/ CAROL BARBER
Carol Barber
Page 5 of 7
DONE and DATED this 22 nd day of August, 2006.
STATE OF FLORIDA
)
)
SS
COUNTY OF PINELLAS
)
On this 22 nd day of August, 2006, personally appeared before me, a Notary Public in and for said County and State, Carol Barber, Secretary of WES Consulting, Inc., who proved to be the above named officer and acknowledged that she executed the above instrument freely and voluntarily for the uses and purposes therein mentioned for, and on behalf of said corporation and under its corporate seal.
SUBSCRIBED and SWORN to before me
this 22 nd day of August, 2006.
/s/LAURA L. LARSEN
NOTARY PUBLIC, in and for said
SEAL
County and State.
Page 6 of 7
WRITTEN ACCEPTANCE BY REGISTERED AGENT
I, Sanford H. Barber, the undersigned, being the registered agent for WES CONSULTING, INC., do hereby state that I am familiar with and accept the duties and responsibilities as registered agent for the said corporation. I hereby declare and certify the facts hereinabove stated are true, and accordingly hereunto set my hand this 22 nd day of August, 2006.
/s/ SANFORD H. BARBER
Sanford H. Barber
STATE OF FLORIDA
)
)
SS
COUNTY OF PINELLAS
)
On this 22 nd day of August, 2006, personally appeared before me, a Notary Public in and for said County and State, Sanford H. Barber, registered agent of WES CONSULTING, INC., who proved to be the above named registered agent and acknowledged that he executed the above instrument freely and voluntarily for the uses and purposes therein mentioned for, and on behalf of said corporation and under its corporate seal.
SUBSCRIBED and SWORN to before me
this 22 nd day of August, 2006.
/s/ LAURA L. LARSEN
NOTARY PUBLIC, in and for said
SEAL
County and State.
Page 7 of 7
EXHBIT 3(ii)
By Laws
of
Wes Consulting, Inc.
ARTICLE I - OFFICES
The principal office of the corporation shall be established and maintained as designated in the Articles of Incorporation. The corporation may also have offices at such places within or without the State of Florida as the Board of Directors (hereinafter, "Board") may from time to time establish.
ARTICLE II - STOCKHOLDERS
1.
PLACE OF MEETINGS . Meetings of the Stockholders shall be held at the principal office of the corporation or at such place within or without the State of Florida as the Board shall authorize.
2.
ANNUAL MEETING . The annual meeting of Stockholders shall be held on the first Monday of each year in the month which this Corporation's initial Articles of Incorporation were first filed with the Secretary of State; however, if such day falls on a legal holiday, then on the next business day following at the same time, the Stockholders shall elect a Board and transact such other business as may properly come before the meeting.
3.
SPECIAL MEETINGS . Special meetings of the Stockholders may be called by the Board or by the President or at the written request of Stockholders owning a majority of the stock entitled to vote at such meeting. A meeting requested by the Stockholders shall be called for a date not less than ten nor more than sixty days after a request is made. The Secretary shall issue the call for the meeting unless the President, the Board or the Stockholders shall designate another to make said call.
4.
NOTICE OF MEETINGS . Written Notice of each meeting of Stockholders shall state the purpose of the meeting and the time and place of the meeting. Notice shall be mailed to each Stockholder, having the right and entitled to vote at such meetings, at his last address as it appears on the records of the corporation, not less than ten nor more than sixty days before the date set for such meeting. Such notice shall be sufficient for the meeting and any adjournment thereof. If any Stockholder shall transfer h is stock after notice, it shall not be necessary to notify the transferee. Any Stockholder may waive notice of any meeting either before, during or after the meeting.
5.
RECORD DATE . The Board may fix a record date not more than forty days prior to the date set for a meeting of Stockholders as the date of which the Stockholders of record who have the right to and are entitled to notice of and to vote at such meeting and any adjournment thereof shall be determined. Notice that such date has been fixed may be published in the city, town or county where the principal office of the corporation is located and in each city or town where a transfer agent of the stock of the corporation is located.
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6.
VOTING . Every Stockholder shall be entitled at each meeting and upon each proposal presented at each meeting to one vote for each share of voting stock recorded in his name on the books of the corporation on the record date as fixed by the Board. If no record date was fixed, on the date of the meeting the book of records of Stockholders shall be produced at the meeting upon the request of any Stockholder. Upon demand of any Stockholder, the vote for Directors and the vote upon any question before the meeting shall be by ballot. All elections for Directors shall be decided by plurality vote; all other questions shall be decided by majority vote.
7.
QUORUM . The presence, in person or by proxy, of Stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the Stockholders. In case quorum shall not be present at any meeting, a majority in interest of the Stockholders entitled to vote thereat present in person or by proxy, shall have power to adjourn the meeting from time to time, out notice other than announcement at the meeting, until the requisite amount of stock entitled to shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those Stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.
8.
PROXIES . At any Stockholders' meeting or any adjournment thereof, any Stockholder of record having the right and entitled to vote thereat may be represented and vote by proxy appointed in an instrument. No such proxy shall be voted after three years from the date of the instrument unless the instrument provides for a longer period. In the event that any such instrument provides for or more persons to act as proxies, a majority of such persons present at the meeting, or if only one 'resent, that one, shall have all the powers conferred by the instrument upon all persons so designated unless the instrument shall otherwise provide.
9.
STOCKHOLDER LIST . After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its Stockholders who are entitled to notice of a Stockholders' ting. Such list shall be arranged by voting group with the names and addresses of, and the number class and series if any, of shares held by each. This list shall be available for inspection by any Stockholder for a period of ten days prior to the meeting.
ARTICLE III - DIRECTORS
1.
BOARD OF DIRECTORS . The business of the corporation shall be managed and its corporate powers exercised by a Board each of whom shall be of full age. It shall not be necessary for Directors to be Stockholders. The number of Director(s) shall be determined by the Stockholders at their annual meeting.
2.
ELECTION AND TERM OF DIRECTORS . Directors shall be elected at the annual meeting of stockholders and each Director elected shall hold office until his successor has been elected and qualified, or until the Director's prior resignation or removal.
3.
VACANCIES . If the office of any Director, member of a committee or other office becomes vacant the remaining Directors in office, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until a successor shall be duly chosen.
4.
REMOVAL OF DIRECTORS . Any or all of the Directors may be removed with or without cause by a vote of a majority of all the stock outstanding and entitled to vote at a special meeting of Stockholders called for that purpose.
5.
NEWLY CREATED DIRECTORSHIPS . The number of Directors may be increased by amendment of these By-laws by the affirmative vote of a majority of the Directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the Stockholders, at the
WES Consulting, Inc. -- By-laws
Page 2 of 8
annual meeting or at a special meeting called for that purpose, and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.
6.
RESIGNATION . A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
7.
QUORUM OF D1RECTORS . A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting until a quorum is obtained and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.
8.
PLACE AND TIME OF BOARD MEETINGS . The Board may hold its meetings at the office of the corporation or at such other places either within or without the State of Florida as it may from time to time determine.
9.
REGULAR ANNUAL MEETING . A regular meeting of the Board shall be held immediately following the annual meeting of the Stockholders at the place of such annual meeting of Stockholders.
10.
NOTICE OF MEETINGS OF THE BOARD . Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days notice to each Director either personally or by mail or by wire or by facsimile; special meetings shall be called by the President or by the Secretary in a like manner on written request by two Directors. Notice of a meeting need not be given to any Director who submits a Waiver of Notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.
11.
EXECUTIVE AND OTHER COMMITTEES . The Board, by resolution, may designate two or more of their number to one or more committees, which, to the extent provided in said resolution or these By-laws may exercise the powers of the Board in the management of the business of the corporation.
12.
COMPENSATION . No compensation shall be paid to Directors, as such for their services, but by resolution of the Board a fixed sum and expenses for actual attendance, at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.
ARTICLE IV - OFFICERS
1.
OFFICERS. ELECTION AND TERM .
A.
The Board may elect or appoint a Chairman, a President, one or more Vice-Presidents, a Secretary, an Assistant Secretary, a Treasurer and an Assistant Treasurer and such other officers as it may determine who shall have duties and powers as hereinafter provided.
B.
All officers shall be elected or appointed to hold office until the meeting of the Board following the next annual meeting of Stockholders and until their successors have been elected or appointed and qualified.
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2.
REMOVAL. RESIGNATION. SALARY. ETC .
A.
Any officer elected or appointed by the Board may be removed by the Board with or without cause.
B.
In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.
C.
Any two or more offices may be held by the same person.
D.
The salaries of all officers shall be fixed by the Board.
E.
The Directors may require any officer to give security for the faithful performance of his duties.
3.
CHAIRMAN . The Chairman of the Board, if one be elected, shall preside at all meetings of the Board and shall have and perform such other duties from time to time as may be assigned to him by the Board or the executive committee.
4.
PRESIDENT . The President may be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of the President of the corporation. The President shall preside at all meetings of the Stockholders if present thereat, and in the absence or non-election of the Chairman of the Board, at all meetings of the Board, and shall have general supervision direction and control of the business of the corporation. Except as the Board shall authorize the execution thereof in some other manner, the President shall execute bonds, mortgages and other contracts in behalf of the corporation and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
5.
VICE PRESIDENTS . During the absence or disability of the President, the Vice-President, or if there be more than one, the executive Vice-President, shall have all the powers and functions of the President. Each Vice-President shall perform such other duties as the Board shall prescribe.
6.
SECRETARY . The Secretary shall attend all meetings of the Board and of the Stockholders, record all votes and minutes of all proceedings in a book to kept for that purpose, give or cause to be given notice of all meetings of Stockholders and of meetings and special meetings of the Board, keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the Board. or the President, when required, prepare or cause to be prepared and available at each meeting of Stockholders a certified list in alphabetical order of the names of Stockholders entitled to vote thereat, indicating the number of shares of each respective class held by each, keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner, and perform such other duties as may be prescribed by the Board or assigned by the President.
7.
ASSISTANT SECRETARIES . During the absence or disability of the Secretary, the Assistant-Secretary, or if there are more than one, the one so designated by the Secretary or by the Board, shall have all the powers and functions of the Secretary.
8.
TREASURER . The Treasurer shall have the custody of the corporate funds and securities, keep full and accurate accounts of receipts and disbursements in the corporate books, deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board, disburse the funds of the corporation as may be ordered or authorized by the Board and preserve proper vouchers for such disbursements, render to the President and Board at the regular meetings of the Board, or whenever they require it, an account of all the transactions
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made as Treasurer and of the financial condition of the corporation. The Treasurer shall also render a full financial report at the annual meeting of the Stockholders if so requested. The Treasurer may request and shall be furnished by all corporate officers and agents with such reports and statements as he may require as to all financial transactions of the corporation, and perform such other duties as are designated by these By-laws or as from time to time are assigned by the Board.
9.
ASSISTANT TREASURERS . During the absence or disability of the Treasurer, the Assistant Treasurer, or if there be more than one, the one so designated by the Treasurer or the Board, shall have all the powers and functions of the Treasurer.
10.
SURETIES AND BONDS . In case the Board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of duties to the corporation and including responsibility for negligence and for the accounting of all property, funds or securities of the corporation which the officer or agent may be responsible for.
ARTICLE V - CERTIFICATES FOR SHARES
1.
CERTIFICATES . The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder's name, the number of shares and shall be signed by the President and Secretary and shall bear the corporate seal. When such certificates are signed by the transfer agent or an assistant transfer agent or by a transfer clerk acting on behalf of the corporation and a registrar, the signatures of such officers may be facsimiles.
2.
LOST OR DESTROYED CERTIFICATES . The Board may direct a new certificate or certificates to be issued in place of any certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board may, in its discretion as a condition preceding the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or the owner's legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
3.
TRANSFER OF SHARES . Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at its principal office. Whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer ledger. No transfer shall be made within ten days next preceding the annual meeting of the Stockholders.
4.
CLOSING TRANSFER BOOKS . The Board shall have the power to close the share transfer books of the corporation for a period of not more than ten days during the thirty day period immediately preceding
A.
any Stockholder's meeting, or
B.
any date upon which Stockholders shall be called upon to Of have a right to take action without a meeting, or
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C.
any date fixed for the payment of a dividend or any other form of distribution, and only those Stockholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of
i.
receiving notice of or voting at such meeting or
ii.
allowing them to take appropriate action, or
iii.
entitling them to receive any dividend or other form of distribution.
ARTICLE VI - DIVIDENDS
The Board may, out of funds legally available, at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when it deems expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the Board from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends for such other purposes as the Board shall deem conducive to the interest of the corporation.
ARTICLE VII - CORPORATE SEAL
The seal of the corporation shall bear the name of the corporation, the year of its organization and the words "CORPORATE SEAL, Florida" or "OFFICIAL CORPORATE SEAL, Florida". The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall be determined from time to time by resolution of the Board.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin on the first day of each year.
ARTICLE X - NOTICE AND WAIVER OF NOTICE
1.
SUFFICIENCY OF NOTICE . Whenever any notice is required by these By-laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in a United States Postal Service post office mail collecting container in a sealed postage-paid wrapper, addressed to the person entitled thereto at the last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.
2.
WAIVERS . Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Articles of Incorporation of the corporation or these By-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.
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ARTICLE XI - CONSTRUCTION
Whenever a conflict arises between the language of these By-laws and the Articles of Incorporation, the Articles of Incorporation shall govern.
ARTICLE XII - CLOSE CORPORATION
1.
CONDUCT OF BUSINESS WITHOUT MEETINGS . Any action of the Stockholders, Directors or committee may be taken without a meeting of consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the Secretary of the corporation as part of the proceedings of the Stockholders, Director or committees as the case may be.
2.
MANAGEMENT BY STOCKHOLDERS . In the event the Stockholders are named in the Articles of Incorporation and are empowered therein to manage the affairs of the corporation in lieu of Directors, the Stockholders of the corporation shall be deemed Directors for the purposes of these By-laws and wherever the words "Directors", "Board of Directors" or "Board" appear in these Bylaws those words shall be taken to mean Stockholders.
3.
MANAGEMENT BY A BOARD . The Stockholders may, by majority vote, create a Board to manage the business of the corporation and exercise its corporate powers.
ARTICLE XIII - AMENDMENTS
These By-laws may be altered or repealed and By-laws may be made at any annual meeting of the Stockholders or at any special meeting thereof if notice of the proposed alteration or repeal to made contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board if notice of the proposed alteration or repeal to be made is contained in the notice of such special meeting.
ARTICLE XIV - EMERGENCY BY-LAWS
1.
CONDUCT OF BUSINESS WITHOUT MEETINGS . Pursuant to Florida Statues the corporation adopts the following By-laws, which shall be effective only if a quorum of the Directors of the corporation cannot be readily assembled because of some catastrophic event.
2.
CALLING A MEETING . In the event of such catastrophic event, any member of the Board shall be authorized to call a meeting of the Board. Such member calling an emergency meeting shall use any means of communication at their disposal to notify all other members of the Board of such meeting.
3.
QUORUM . Anyone member of the Board shall constitute a quorum of the Board. The members of the Board meeting during such an emergency may select any person or persons as additional Board members, officers or agents of the corporation.
4.
INDEMNIFICATION . The members of such emergency Board are authorized to utilize any means at their disposal to preserve and protect the assets of the corporation. Any action taken in good faith and acted upon in accordance with these By-laws shall bind the corporation; and the corporation shall hold harmless any Director, officer, employee or agent who undertakes an action pursuant to these By-laws.
5.
TERMINATION OF EMERGENCY BY-LAWS . These emergency By-laws shall not be effective at the end of the emergency period.
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ARTICLE XV - MISCELLANEOUS
1.
REPRESENTATION OF SHARES IN OTHER CORPORATIONS . Shares of other corporations standing in the name of this corporation may be voted or represented and all incidents thereto may be exercised on behalf of the corporation by the Chairman of the Board, the President or any Vice President and the Secretary or an Assistant Secretary.
2.
SUBSIDIARY CORPORATIONS . Shares of this corporation owned by a subsidiary shall not be entitled to vote on any matter. A subsidiary for these purposes is defined as a corporation, the shares of which possessing more than 25% of the total combined voting power of all classes of shares entitled to vote, are owned directly or indirectly through one (1) or more subsidiaries.
3.
INDEMNITY . Subject to applicable law, the corporation may indemnify any Director, Officer, agent or employee as to those liabilities and on those terms and conditions as appropriate. In any event, the corporation shall have the right to purchase and maintain insurance on behalf of any such persons whether or not the corporation would have the power to indemnify such person against the liability insured against.
4.
ACCOUNTING YEAR . The accounting year of the corporation shall be fixed by resolution of the Board of Directors.
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EXHIBIT 5
HARRISON LAW, P.A.
|
Diane J. Harrison Bar Admissions: Florida and Nevada |
|
6860 Gulfport Blvd. S. No. 162 South Pasadena, Florida 33707 Phone: (941) 723-7564 Fax: (941) 531-4935 HarrisonDJEsq@tampabay.rr.com |
March 2, 2007
Board of Directors
Wes Consulting, Inc.
4801 96 th Street N.
St. Petersburg, Florida 33708
Re: Registration Statement on Form SB-2 of Wes Consulting, Inc.
You have requested our opinion as counsel for Wes Consulting, Inc., (the “Company”), in connection with a Registration Statement on Form SB-2 (the “Registration Statement”) to be filed by the Corporation with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Act”), as to the legality of the 324,000 shares (the “Shares”) of Common Stock, par value $0.01 per share, of the Company which are being registered in the Registration Statement.
We have made such legal examination and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion and have examined originals or copies of the following documents and corporate records:
1. Articles of Incorporation, and amendments thereto;
2. Bylaws, and amendments thereto;
3. The Company's resolutions of the Board of Directors authorizing the issuance of shares; and
4. Such other documents and matters as we have deemed necessary to render the following opinion.
In rendering this opinion, we have relied upon, with the consent of the Company and its members: (i) the representations of the Company and its members and other representatives as set forth in the aforementioned documents as to factual matters; and (ii) assurances from public officials and from members and other representatives of the Company as we have deemed necessary for purposes of expressing the opinions expressed herein. We have not undertaken any independent investigation to determine or verify any information and representations made by the Company and its members and representatives in the foregoing documents and have relied upon such information and representations in expressing our opinion.
We have assumed in rendering these opinions that no person or party has taken any action inconsistent with the terms of the above-described documents or prohibited by law. This opinion letter is limited to the matters stated herein and no opinions are to be implied or inferred beyond the matters expressly stated herein.
Based upon the foregoing, it is our opinion that each outstanding share of Common Stock registered in this offering when distributed and sold in the manner referred to in the Registration Statement, will be legally issued, fully paid, and non-assessable under Florida law, including the statutory provisions, all applicable provisions of the Florida Constitution and all reported judicial decisions interpreting those laws.
We hereby consent to the use of this opinion in the registration statement filed with the Commission in connection with the registration of the Shares and to the reference to our firm under the heading “Legal Matters” in the registration statement and the prospectus included therein. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder, with respect to any part of the registration statement, including this opinion as an exhibit or otherwise.
Sincerely,
/s/ Diane J. Harrison
Diane J. Harrison, Esq.
EXHBIT 14
WES CONSULTING, INC.
Code of Business Conduct and Ethics
(Adopted by the Board of Directors on September 30, 2006)
INTRODUCTION
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all employees of Wes Consulting, Inc. and its subsidiaries, if any (the "Company"). All of our officers, directors and employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The code should also be provided to and followed by the Company's agents and representatives, including consultants.
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.
Those who violate standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines described in Section 14 of this Code.
1.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obey the law, both in letter and in spirit, is the foundation on which our ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough about them to determine when to seek advice from supervisors, managers or other appropriate personnel.
2.
CONFLICTS OF INTEREST
A "conflict of interest" exists when a person's private interests interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and efficiently. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult with the procedures described in Section 14 of this Code.
3.
INSIDER TRADING
Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for persona financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal.
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4.
CORPORATE OPPORTUNITIES
Employees, officer and directors are prohibited from taking for themselves personally, opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company, directly or indirectly.
5.
COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each officer, director and employee should respect the rights of and deal fairly with the Company's customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift, or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent, unless it (a) is not in cash, (b) is consistent with customary business practices, (c) is not excessive in value, (d) cannot be construed as a bribe or payoff and (e) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts that you are not certain are appropriate.
6.
DISCRIMINATION AND HARASSMENT
The diversity of the Company's employees is a tremendous asset. We are firmly committed to providing equal opportunity in all respects aspects of employment and will not tolerate illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.
7.
HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of alcohol and/or illegal drugs in the workplace will not be tolerated.
8.
RECORD-KEEPING
The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Company's controller or chief financial officer.
All of the Company's books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company's transactions and must conform to both applicable legal requirements and to the Company's systems of accounting and internal controls. Unrecorded or "off the books" funds or assets should not be maintained unless permitted by applicable laws or regulations.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company's record retention policies. In accordance with these policies, in the event of litigation or governmental investigation please consultant your supervisor. All e-mail communications are the property of the Company and employees, officers and directors should not expect that Company or personal e-mail communications are private. All e-mails are the property of the Company. No employee, officer or director shall use Company computers, including to access the internet, for personal or non-Company business.
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9.
CONFIDENTIALITY
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends. In connection with this obligation, employees, officers and directors may be required to execute confidentiality agreements confirming their agreement to be bound not to disclose confidential information. If you are uncertain whether particular information is confidential or non-public, please consult your supervisor.
10.
PROTECTION AND PROPER USE OF COMPANY ASSETS
All officers, directors and employees should endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business.
The obligation of officers, directors and employees to protect the Company's assets includes it proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.
11.
PAYMENTS TO GOVERNMENT PERSONNEL
The Unites States Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.
In addition, the U. S. government has a number of laws and regulations regarding business gratuities that may be accepted by U. S. government personnel. The promise, offer or delivery to an official or employee of the U. S. government of a gist, favor or other gratuity in violation of these rules would not only violate Company policy, but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules.
12.
WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS
Any waiver of the provisions of this Code may be made only by the Board of Directors and will be promptly disclosed as required by law or stock exchange rule or regulation.
13.
REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Employees are encouraged to talk with supervisors, managers or Company officials about observed illegal or unethical behavior, and when in doubt about the best course of action in a particular situation. It is the Company's policy not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct, and the failure to do so could serve as grounds for termination.
Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.
14.
COMPLIANCE PROCEDURES
We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations, it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that may arise, it is important that we have a way to approach a new question or problem. These are steps to keep in mind:
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Make sure you have all the facts. In order to reach the rights solutions, we must be as fully informed as possible.
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Ask yourself, what specifically am I being asked to do - does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
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Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
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Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Keep in mind that it is your supervisor's responsibility to help solve problems. If your supervisor does not or cannot remedy the situation, or you are uncomfortable binging the problem to the attention of your supervisor, bring the issue to the attention of the human resources supervisor, or to an officer of the Company.
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You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind for good faith reports of ethical violations.
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Always ask first - act later. If you are unsure of what to do in any situation, seek guidance before your act.
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WES CONSULTING, INC.
Code of Ethics for the President
and Senior Financial Officers
(Adopted by the Board of Directors on September 30, 2006)
Wes Consulting, Inc. (the "Company") has a Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company. The President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of Wes Consulting Inc. are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the President, Chief Executive Officer (CEO) and senior financial officers who are in place at any given time in the employ of Wes Consulting Inc. are also subject to the following specific policies:
1.
The President, CEO and senior financial officers in the employ of Wes Consulting Inc. are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports and other filings required to be made by the Company with the Securities and Exchange Commission. Accordingly, it is the responsibility of the President, CEO and senior financial officers in the employ of Wes Consulting to promptly to bring to the attention of the Board of Directors any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise impairs the ability of the Company to make full, fair, accurate, timely and understandable public disclosures.
2
The President, CEO and senior financial officers in the employ of Wes Consulting Inc. shall promptly bring to the attention of the Company's Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's financial reporting, disclosures or internal controls.
3.
The President, CEO and senior financial officers in the employ of Wes Consulting Inc. shall promptly bring to the attention of the Board of Directors and the Audit Committee any information he or she may have concerning any violation of the Company's Code of Business Conduct and Ethics, including any actual or apparent conflicts of interest between personal and processional relationships, involving management or other employees who have a significant rule in the Company's financial reporting, disclosures or internal controls.
4.
The President, CEO and senior financial officers in the employ of Wes Consulting Inc. shall promptly bring to the attention of the Board of Directors and Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or of these additional procedures.
5.
The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics of these additional procedures by the CEO and the Company's senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or reassignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual's employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.
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Randall N. Drake, C.P.A., P.A.
1981 Promenade Way
Clearwater, Florida 33760
Phone: (727) 536-4863
Consent of Independent Registered Public Accounting Firm
I consent to the inclusion in the Prospectus, of which this Registration Statement on Form SB-2 is a part, of the Reports dated February 19, 2007 relative to the financial statements of WES Consulting, Inc. as of December 31, 2005 and 2006 and for the years then ended.
I also consent to the reference to my firm under the caption "Experts" in such Registration Statement.
Randall N. Drake, CPA, PA
Randall N. Drake, CPA, PA
Clearwater, Florida
February 19, 2007