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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2008
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from: _____________ to _____________
Commission File Number 333-148855
WE SELL FOR U CORP.
(Exact name of Registrant as specified in its charter)
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Florida 26-1568357
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
Level 8, 580 St Kilda Road Melbourne, Victoria, 3004, Australia
(Address of principal executive offices) (Zip Code)
011 (613) 8532 2800
(Registrant's telephone number, including area code)
700 Shadow Bay Way, Osprey, Florida 34229
(Former name or former address, if changed since last report)
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act: None
Title of each class
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). [X] Yes [ ] No
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
The issuer's securities are listed on the OTCBB under the trading symbol WSFU;
however as at June 30, 2008 trading had not yet commenced.
There were 86,400,000 outstanding shares of Common Stock as of March 13, 2009
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
[ ] Yes [ ] No
DOCUMENTS INCORPORATED BY REFERENCE
Not Applicable
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INDEX
PART I
Item 1. Business 1
Item 1A. Risk Factors 2
Item 1B. Unresolved Staff Comments 4
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 5
Item 6. Selected Financial Data 6
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operation 7
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements With Accountants on Accounting
and Financial Disclosure 9
Item 9A. Controls and Procedures 10
Item 9B. Other Information 11
PART III
Item 10. Directors, Executive Officers and Corporate Governance 12
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 15
Item 13. Certain Relationships and Related Transactions, and Director
Independence 15
Item 14. Principal Accounting Fees and Services 16
PART IV
Item 15. Exhibits, Financial Statement Schedules 17
SIGNATURES
i
PART I
Item 1 Business
General
Our name is We Sell For U Corp. and we sometimes refer to ourselves in
this Annual Report as "We Sell For U", the "Company" or as "we," "our," or "us."
We were incorporated in the State of Florida on November 12, 2007.
Description Of Business
Introduction
We Sell For U Corp. was established with the intention to develop and
provide service offerings to facilitate auctions on eBay for individuals and
companies who lack the eBay expertise and/or time to list/sell and ship items
they wish to sell. Our intent was to partner with local/regional/nationally
known "Brick and Mortar "retail and service establishments. These establishments
would directly benefit from an additional profit center and with increased store
traffic and creation of customers.
In December 2008, Power Developments Pty Ltd, an Australian corporation
("Power") acquired an 96% interest in We Sell For U from Edward T. Farmer and
certain other stockholders. Mr. Farmer resigned as Sole Director and Officer of
We Sell For U, Joseph Gutnick was appointed President, Chief Executive Officer
and a Director and Peter Lee was appointed Chief Financial Officer and
Secretary. Commencing in fiscal 2009, We Sell For U has decided to focus its
business on energy and mining opportunities.
Recent Developments
On January 29, 2009 the Company's Board of Directors declared a 6-for-1
stock split in the form of a stock dividend that was payable in February, 2009
to stockholders of record as of February 14, 2009. An aggregate of 72,000,000
shares of common stock were issued in connection with this dividend.
The Company has accounted for this bonus issue as a stock split and
accordingly, all share and per share data has been retroactively restated.
Effective March 23, 2009 We Sell For U Corp.("WSFU) entered into an
agreement with the Indian Farmers Fertiliser Cooperative ("IFFCO") to explore
the commercial viability of generating and/or distributing alternate energy to
the Indian market.
Under the Agreement, WSFU and IFFCO, agree to work together in a
collaborative manner in relation to the assessment of alternate energy sources
to those in which IFFCO is otherwise engaged, that may be applicable for the
Indian market. WSFU shall fund the pilot studies, with IFFCO facilitating WSFU
with the relevant government and licensing authorities. The parties may by
mutual agreement extend the range of products covered by the Agreement. In the
event the parties elect to proceed to full commercialization, WSFU and IFFCO
shall be exclusive energy partners, with WSFU having access to IFFCO's
cooperative members and distribution network.
Employees
We use temporary employees in our activities. The services of our Chief
Executive Officer, Joseph Gutnick and Chief Financial Officer and Secretary,
Peter Lee, as well as clerical employees are provided to us on a part-time as
needed basis pursuant to a Service Agreement (the "Service Agreement") between
us and AXIS Consultants Pty Limited ("AXIS") effective from January 1, 2009.
AXIS also provides us with office facilities, equipment, administration and
clerical services in Melbourne Australia pursuant to the Service Agreement. The
Service Agreement may be terminated by written notice by either party.
1
Other than this, we rely primarily upon consultants to accomplish our
activities. We are not subject to a union labour contract or collective
bargaining agreement.
Item 1A Risk Factors
You should carefully consider each of the following risk factors and all
of the other information provided in this Annual Report before purchasing our
common stock. An investment in our common stock involves a high degree of risk,
and should be considered only by persons who can afford the loss of their entire
investment. The risks and uncertainties described below are not the only ones we
face. There may be additional risks and uncertainties that are not known to us
or that we do not consider to be material at this time. If the events described
in these risks occur, our business, financial condition and results of
operations would likely suffer. Additionally, this Annual Report contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements. This section discusses the risk factors that might
cause those differences.
Risk Factors
Risks of Our Business
We Lack an Operating History And Have Losses Which We Expect To Continue Into
the Future.
To date we have no source of revenue. We have no operating history as an
energy or mining company upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon:
- our ability to locate and obtain property with potential economically
viable mineral reserves.
- our ability to raise the capital necessary to conduct exploration and
preserve our interest in the mineral claims on identified properties,
increase our interest in the mineral claims and continue as an
exploration and mining company; and
- our ability to generate revenues and profitably operate a mine on the
property covered by our mineral claims.
- our ability to identify suitable energy opportunities and to raise
sufficient capital to turn such opportunities into economically viable
business units. Effective March 23, 2009 the Company entered into an
agreement with the Indian Farmers Fertiliser Cooperative to explore the
commercial viability of generating and/or distributing alternate energy
to the Indian market.
The Report Of Our Independent Registered Public Accounting Firm Contains An
Explanatory Paragraph Questioning Our Ability To Continue As A Going Concern.
The report of our independent registered public accounting firm on our
financial statements as of December 31, 2008 and 2007, and for the year ended
December 31, 2008 and for the period November 12, 2007 to December 31, 2007,
includes an explanatory paragraph questioning our ability to continue as a going
concern. This paragraph indicates that we have no assets, have not yet commenced
revenue producing operations and have accumulated losses of $30,000 which
conditions raise substantial doubt about our ability to continue as a going
concern. Our financial statements do not include any adjustment that might
result from the outcome of this uncertainty.
2
We Are A Small Operation And Do Not Have Significant Capital.
Because we will have limited working capital, we must limit our
activities. If we are unable to raise the capital required to undertake adequate
activities, including locating and obtaining suitable properties and/or finding
a suitable business, we may not find commercial minerals even though the
identified properties may contain commercial minerals or we may miss
opportunities to acquire suitable businesses. If we do not find commercial
minerals or cannot find suitable businesses we may be forced to cease operations
and you may lose your entire investment.
If Our Officers And Directors Stopped Working For Us, We Would Be Adversely
Impacted.
None of our other officers or directors works for us on a full-time
basis. There are no proposals or definitive arrangements to compensate our
officers and directors or to engage them on a full-time basis. They each rely on
other business activities to support themselves. They each have a conflict of
interest in that they are officers and directors of other companies. You must
rely on their skills and experience in order for us to reach our objective. We
have no employment agreements or key man life insurance policy on any of them.
The loss of some or all of these officers and directors could adversely affect
our ability to carry on business and could cause you to lose part or all of your
investment.
We are substantially dependent upon AXIS To Carry Out Our Activities
We are substantially dependent upon AXIS for our senior management,
financial and accounting, corporate legal and other corporate headquarters
functions. For example, each of our officers is employed by AXIS and, as such,
is required by AXIS to devote substantial amounts of time to the business and
affairs of the other shareholders of AXIS.
Pursuant to a services agreement, AXIS provides us with office
facilities, administrative personnel and services, management and geological
staff and services. No fixed fee is set in the agreement and we are required to
reimburse AXIS for any direct costs incurred by AXIS for us. In addition, we pay
a proportion of AXIS indirect costs based on a measure of our utilization of the
facilities and activities of AXIS plus a service fee of not more than 15% of the
direct and indirect costs. AXIS has not charged a service fee for this fiscal
year. This service agreement may be terminated by us or AXIS on 60 days' notice.
See "Certain Relationships and Related Party Transactions."
Future Sales of Common Stock Could Depress The Price Of Our Common Stock
Future sales of substantial amounts of common stock pursuant to Rule 144
under the Securities Act of 1933 or otherwise by certain stockholders could have
a material adverse impact on the market price for the common stock at the time.
As at March 13, 2009, there were 82,800,000 outstanding shares of common stock
which are deemed "restricted securities" as defined by Rule 144 under the
Securities Act or control securities. Under certain circumstances, these shares
may be sold without registration pursuant to the provisions of Rule 144
following the expiration of one year after the Company ceases to be a shell
company. In general, under rule 144, a person (or persons whose shares are
aggregated) who has satisfied a six-month holding period and who is not an
affiliate of the Company may sell restricted securities without limitation as
long as the Company is current in its SEC reports. A person who is an affiliate
of the Company may sell within any three-month period a number of restricted
securities and/or control securities which does not exceed the greater of one
(1%) percent of the shares outstanding or the average weekly trading volume
during the four calendar weeks preceding the notice of sale required by Rule
144. In addition, Rule 144 permits, under certain circumstances, the sale of
restricted securities by a non-affiliate without any limitations after a
one-year holding period. Any sales of shares by stockholders pursuant to Rule
144 may have a depressive effect on the price of our Common stock.
3
Our Common Stock Is Traded Over the Counter, Which May Deprive Stockholders Of
The Full Value Of Their Shares
Our common stock is quoted via the Over The Counter Bulletin Board
(OTCBB). As such, our common stock may have fewer market makers, lower trading
volumes and larger spreads between bid and asked prices than securities listed
on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market.
These factors may result in higher price volatility and less market liquidity
for the common stock.
A Low Market Price May Severely Limit The Potential Market For Our Common Stock
Our common stock is currently trading at a price substantially below
$5.00 per share, subjecting trading in the stock to certain SEC rules requiring
additional disclosures by broker-dealers. These rules generally apply to any
equity security that has a market price of less than $5.00 per share, subject to
certain exceptions (a "penny stock"). Such rules require the delivery, prior to
any penny stock transaction, of a disclosure schedule explaining the penny stock
market and the risks associated therewith and impose various sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and institutional or wealthy investors. For these types of
transactions, the broker-dealer must make a special suitability determination
for the purchaser and have received the purchaser's written consent to the
transaction prior to the sale. The broker-dealer also must disclose the
commissions payable to the broker-dealer, current bid and offer quotations for
the penny stock and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Such information must be provided to the customer orally or in
writing before or with the written confirmation of trade sent to the customer.
Monthly statements must be sent disclosing recent price information for the
penny stock held in the account and information on the limited market in penny
stock. The additional burdens imposed upon broker-dealers by such requirements
could discourage broker-dealers from effecting transactions in our common stock.
Item 1B Unresolved Staff Comments
As of December 31, 2008, we do not have any Securities and Exchange
Commission staff comments that have been unresolved for more than 180 days.
Item 2 Properties
The Company occupies certain executive and office facilities in
Melbourne, Victoria, Australia which are provided to it pursuant to the Service
Agreement with AXIS. See "Item 1- Business- Employees" and "Item 12- Certain
Relationships and Related Transactions". The Company believes that its
administrative space is adequate for its current needs.
Item 3 Legal Proceedings
There are no pending legal proceedings to which the Company is a party,
or to which any of its property is the subject, which the Company considers
material.
Item 4 Submission of Matters to a Vote of Security Holders
Not Applicable
4
PART II
Item 5 Market for Common Equity and Related Stockholder Matters
Market Information
Our common stock is traded in the over-the-counter market and quoted on
the OTC-Bulletin Board under the symbol "WSFU", however as at December 31, 2008
trading had not yet commenced. Therefore, no table of high/low bid prices is
presented in this report.
As of December 31, 2008 and as at March 13, 2009, there were 86,400,000
shares of common stock issued and outstanding.
Dividends
To date we have not paid any cash dividends on our common stock and we do
not expect to declare or pay any cash dividends on our common stock in the
foreseeable future. Payment of any dividends will depend upon our future
earnings, if any, our financial condition, and other factors deemed relevant by
the Board of Directors.
On January 29, 2009 the Company's Board of Directors declared a 6-for-1
stock split in the form of a stock dividend that was payable in February, 2009
to stockholders of record as of February 14, 2009. An aggregate of 72,000,000
shares of common stock were issued in connection with this dividend.
Shareholders
As of December 31, 2008 the Company had approximately 25 shareholders of
record.
Transfer Agent
Our United States Transfer Agent and Registrar is Continental Stock
Transfer & Trust Company.
5
Item 6 Selected Financial Data
Our selected financial data presented below for the year ended December
31, 2008 and the period ended December 31, 2007, and the balance sheet data at
December 31, 2008 and 2007 have been derived from financial statements, which
have been audited by PKF, Certified Public Accountants, a Professional
Corporation. The selected financial data should be read in conjunction with our
financial statements for the year ended December 31, 2008 and the period ended
December 31, 2007, and Notes thereto, which are included elsewhere in this
Annual Report.
(Statement of Operations Data)
2008 2007
Revenues $- $-
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- -
Costs and expenses 30,000 -
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Loss from operations (30,000) -
Other income (loss) (-) -
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Profit (loss) before income taxes (30,000) -
Provision for income taxes - -
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Net profit (loss) (30,000) -
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$
Net profit (loss) per share
on continuing operations (0.00) (0.00)
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Weighted average number
of shares outstanding (000's) 75,864 72,000
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Balance Sheet Data
$ $
Total assets - 6,000
Total liabilities - -
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Stockholders' equity - 6,000
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6
Item 7. Management's Discussion and Analysis of Financial Condition or
Plan of Operation
General
The following discussion and analysis of our financial condition and plan
of operation should be read in conjunction with the Financial Statements and
accompanying notes and the other financial information appearing elsewhere in
this report. This report contains numerous forward-looking statements relating
to our business. Such forward-looking statements are identified by the use of
words such as believes, intends, expects, hopes, may, should, plan, projected,
contemplates, anticipates or similar words. Actual operating schedules, results
of operations, ore grades and mineral deposit estimates and other projections
and estimates could differ materially from those projected in the
forward-looking statements.
Overview
We Sell For U Corp. was established with the intention to develop and
provide service offerings to facilitate auctions on eBay for individuals and
companies who lack the eBay expertise and/or time to list/sell and ship items
they wish to sell. Our intent was to partner with local/regional/nationally
known "Brick and Mortar "retail and service establishments. These establishments
would directly benefit from an additional profit center and with increased store
traffic and creation of customers.
In December 2008, Power Developments Pty Ltd, an Australian corporation
("Power") acquired an 96% interest in We Sell For U from Edward T. Farmer and
certain other stockholders. Mr. Farmer resigned as Sole Director and Officer of
We Sell For U, Joseph Gutnick was appointed President, Chief Executive Officer
and a Director and Peter Lee was appointed Chief Financial Officer and
Secretary. Commencing in fiscal 2009, We Sell For U has decided to focus its
business on energy and mining opportunities.
We have incurred net losses since our inception and may continue to incur
substantial and increasing losses for the next several years. Since inception we
have incurred accumulated losses of $30,000 which was funded by the sale of
equity securities.
Results of Operations
Year ended December 31, 2008
We are a start-up company and have not generated any revenues since
inception.
General and administrative and other expenses consists mainly of
consulting fees, legal and accounting fees, filing fees, stock transfer agent
fees and other miscellaneous expenses. General and administrative and other
expenses for the year ended December 31, 2008 were $30,000. There were no
expenses incurred during the period from November 12, 2007 (Inception) to
December 31, 2007.
Liquidity and Capital Resources
For the fiscal year 2008, net cash used in operating activities was
$30,000 primarily consisting of amounts spent on general and administrative and
other expenses.
Financing activities in 2008 consisted of the issuance of 2,400,000
shares for proceeds of $24,000 pursuant to a public offering of our securities,
filed with the SEC and made effective on March 7, 2008.
7
The Company's ability to continue operations through fiscal 2009 is
dependent upon future funding from affiliated entities, capital raisings, or its
ability to commence revenue producing operations and positive cash flows.
The Company continues to search for additional sources of capital, as and
when needed; however, there can be no assurance funding will; be successfully
obtained. Even if it is obtained, there is no assurance that it will not be
secured on terms that are highly dilutive to existing shareholders.
The accompanying financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of We Sell For U Corp. as a going concern.
However, We Sell For U Corp. has no assets, has not yet commenced revenue
producing operations and has sustained recurring losses since inception.
Cautionary "Safe Harbour" Statement under the United States Private Securities
Litigation Reform Act of 1995.
Certain information contained in this Form 10-K are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 ("the Act"), which became law in December 1995. In order to obtain the
benefits of the "safe harbor" provisions of the Act for any such forward-looking
statements, we wish to caution investors and prospective investors about
significant factors which, among others, have in some cases affected our actual
results and are in the future likely to affect our actual results and cause them
to differ materially from those expressed in any such forward-looking
statements. This Form 10-K contains forward-looking statements relating to
future financial results. Actual results may differ as a result of factors over
which we have no control, including, without limitation, the risks of
exploration and development stage projects, political risks of development in
foreign countries, risks associated with environmental and other regulatory
matters, mining risks and competitors, the volatility of commodity prices and
movements in foreign exchange rates.
Impact of Australian Tax Law
On December 28, 2008 the management and control of We Sell For U was
effectively transferred to Australia making the company an Australian resident
corporation under Australian law. Australian resident corporations are subject
to Australian income tax on their non-exempt worldwide assessable income (which
includes capital gains), less allowable deductions, at the rate of 30%. Foreign
tax credits are allowed where tax has been paid on foreign source income,
provided the tax credit does not exceed 30% of the foreign source income.
Under the U.S./Australia tax treaty, a U.S. resident corporation such as
us is subject to Australian income tax on net profits attributable to the
carrying on of a business in Australia through a "permanent establishment" in
Australia. A "permanent establishment" is a fixed place of business through
which the business of an enterprise is carried on. The treaty limits the
Australian tax on interest and royalties paid by an Australian business to a
U.S. resident to 10% of the gross interest or royalty income unless it relates
to a permanent establishment. Although we consider that we do not have a
permanent establishment in Australia, it may be deemed to have such an
establishment due to the location of its administrative offices in Melbourne. In
addition we may receive interest or dividends from time to time.
8
Impact of Australian Governmental, Economic, Monetary or Fiscal Policies
Although Australian taxpayers are subject to substantial regulation, we
believe that our operations are not materially impacted by such regulations nor
is it subject to any broader regulations or governmental policies than most
Australian taxpayers.
Impact of Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements on the
Company's financial statements, see Note 2 to the Company's Financial Statements
which are included elsewhere in this Annual Report.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
At December 31, 2008, the Company had no outstanding borrowings under
Loan Facilities.
Item 8. Financial Statements
See F Pages
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
a) Dismissal of Previous Independent Accountant.
i. By letter dated, January 27, 2009, We Sell For U Corp., a Florida
corporation (the "Company") informed Moore & Associates, Charted
("Moore"), that the client - auditor relationship between the Company and
Moore had ceased.
ii. The former accountant's report on our financial statements did not
contain any adverse opinions or disclaimers of opinions and was not
qualified or modified as to any uncertainty except that the report of
Moore, for the period of Inception on November 12, 2007 to December 31,
2007 indicated conditions which raised substantial doubt about the
Company's ability to continue as a going concern.
iii. The decision to change accountants was approved by the Board of Directors
of the Company.
iv. During the period from Inception on November 12, 2007 to December 31,
2007 and subsequent interim periods prior to the change in auditors there
were no (1) disagreements with Moore on any matter of accounting
principles or practices, financial statement disclosures or auditing
scope or procedure, which disagreements, if not resolved to the
satisfaction of Moore, would have caused them to make reference to the
subject matter of the disagreement in connection with their report on the
financial statements such period or (2) reportable events of the kind
described in Item 304(a)(1)(v) of Regulation S-K.
v. The Company provided Moore with a copy of the above disclosures on
January 27, 2009 and requested that Moore furnish a letter addressed to
the Securities and Exchange Commission stating whether it agrees with the
statements made by the Company, and if not, stating the respects in which
it does not agree.
9
A copy of such letter is filed as an exhibit to Form 8-K dated January
29, 2009.
b) Appointment of New Independent Accountant
i. Effective as of January 29, 2009, the Company engaged PKF, Certified
Public Accountants, a Professional Corporation (PKF) as the Company's new
independent registered public accounting firm to audit the Company's
financial statements as of December 31, 2008 and 2007 and for each of the
periods then ended. The decision to change accountants was approved by
the Board of Directors of the Company as of January 27, 2009.
ii. During the period of Inception on November 12, 2007 to December 31, 2007
and the subsequent interim period preceding such engagement, the Company
has not consulted PKF regarding either (a) the application of accounting
principles to any completed or contemplated transaction, or the type of
audit opinion that might be rendered on the Company's financial
statements; or (b) any matter that was either the subject of a
disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a
reportable event as described in Item 304(a)(1)(v) of Regulation S-K.
iii. The Company have provided a copy of the disclosures in this report to PKF
and offered them the opportunity to furnish a letter to the Commission
contemplated by Item 304(a)(2)(ii)(D) of Regulation S-K. PKF has advised
that it does not intend to furnish such a letter to the Commission.
Item 9A Controls and Procedures
(a) Evaluation of disclosure controls and procedures.
Our principal executive officer and our principal financial
officer evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934 as amended) as of the end of the period covered by
this report. Based on that evaluation, such principal executive officer
and principal financial officer concluded that, the Company's disclosure
control and procedures were effective as of the end of the period covered
by this report.
(b) Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f) and 15d - 15(f) under the
Securities Exchange Act of 1934, as amended. Under the supervision of
management and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted
an evaluation of the effectiveness of our internal control over financial
reporting based on the framework in Internal Control-Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on our evaluation of internal control over financial
reporting, our management concluded that our internal control over
financial reporting was effective as of December 31, 2008.
10
This annual report does not include an attestation report of the
registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation
by the registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit us to provide only
management's report in this annual report.
(c) Change in Internal Control over Financial Reporting.
No change in our internal control over financial reporting
occurred during our most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect our internal
control over financial reporting.
(d) Other.
We believe that a controls system, no matter how well designed and
operated, can not provide absolute assurance that the objectives of the
controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected.
Item 9B Other Information
None.
11
PART III
Item 10. Directors and Executive Officers and Corporate Governance
The following table sets forth our directors and officers, their ages and
all offices and positions with our company. Officers and other employees serve
at the will of the Board of Directors.
Name Age Position(s) Held
Joseph Gutnick 56 Chairman of the Board, President, Chief
Executive Officer and Director
Peter Lee 51 Secretary, Chief Financial Officer
and Principal Accounting Officer
Joseph Gutnick
Mr. Gutnick has been President and Chief Executive Officer since December
2008. He has been a Director of numerous public listed companies in Australia
specialising in the mining sector since 1980 and is currently President and CEO
of Legend International Holdings Inc and Golden River Resources Corporation, US
corporations listed on the OTC market and President CEO of Northern Capital
Resources Corporation, Yahalom International Resources Corporation, Calvert
River Resources, Inc., US corporations and Chairman and Managing Director of
Quantum Resources Limited. Mr. Gutnick was previously a Director of the World
Gold Council. He is a Fellow of the Australasian Institute of Mining &
Metallurgy and the Australian Institute of Management and a Member of the
Australian Institute of Company Directors.
Peter Lee
Mr. Lee has been Chief Financial Officer and Principal Accounting Officer
since December 2008. Mr Lee is a Member of the Institute of Chartered
Accountants in Australia, a Fellow of Chartered Secretaries Australia Ltd., a
Member of the Australian Institute of Company Directors and holds a Bachelor of
Business (Accounting) from Royal Melbourne Institute of Technology. He has over
25 years commercial experience and is currently CFO and Secretary of Legend
International Holdings Inc and Golden River Resources Corporation, US
corporations listed on the OTC market, Northern Capital Resources Corporation,
Yahalom International Resources Corporation, Calvert River Resources, Inc and
Company Secretary of a listed public company in Australia.
The Company's sole director has been appointed for a one-year term which
expires in December 2009.
Directors need not be stockholders of the company or residents of the
State of Florida. Directors are elected for an annual term and generally hold
office until the next Directors have been duly elected and qualified. Directors
may receive compensation for their services as determined by the Board of
Directors. A vacancy on the Board may be filled by the remaining Directors even
though less than a quorum remains. A Director appointed to fill a vacancy
remains a Director until his successor is elected by the Stockholders at the
next annual meeting of Shareholder or until a special meeting is called to elect
Directors.
12
Board, Audit Committee and Remuneration Committee Meetings
Our Board of Directors consists of one director. During fiscal 2008, our
Board of Directors met once. The Board of Directors also uses resolutions in
writing to deal with certain matters, and during fiscal 2008, four resolutions
in writing were signed by all Directors.
We do not have a nominating committee. Historically our entire Board has
selected nominees for election as directors. The Board believes this process has
worked well thus far particularly since it has been the Board's practice to
require unanimity of Board members with respect to the selection of director
nominees. In determining whether to elect a director or to nominate any person
for election by our stockholders, the Board assesses the appropriate size of the
Board of Directors, consistent with our bylaws, and whether any vacancies on the
Board are expected due to retirement or otherwise. If vacancies are anticipated,
or otherwise arise, the Board will consider various potential candidates to fill
each vacancy. Candidates may come to the attention of the Board through a
variety of sources, including from current members of the Board, stockholders,
or other persons. The Board of Directors has not yet had the occasion to, but
will, consider properly submitted proposed nominations by stockholders who are
not directors, officers, or employees of We Well For U on the same basis as
candidates proposed by any other person.
Audit Committee
At December 31, 2008, the Company had not formed an audit committee or
adopted an audit committee charter. In lieu of an audit committee, the Company's
board of directors assumes the responsibilities that would normally be those of
an audit committee. Given the limited scope of the Company's operations to date,
the Board of Directors does not at present have a director that would qualify as
an audit committee financial expert under the applicable federal securities law
regulations.
Remuneration Committee
At December 31, 2008, the Company had not formed a remuneration committee
or adopted a remuneration committee charter. In lieu of an remuneration
committee, the Company's board of directors assumes the responsibilities that
would normally be those of an remuneration committee.
Code of Ethics
We have adopted a Code of Conduct and Ethics and it applies to all
Directors, Officers and employees. A copy of the Code of Conduct and Ethics is
posted on our website at www.wsfucorp.com and we will provide a copy to any
person without charge. If you require a copy, you can download it from our
website or alternatively, contact us by facsimile or email and we will send you
a copy.
Stockholder Communications with the Board
Stockholders who wish to communicate with the Board of Directors should
send their communications to the Chairman of the Board at the address listed
below. The Chairman of the Board is responsible for forwarding communications to
the appropriate Board members.
Mr. Joseph Gutnick
We Sell For U Corp.
P.O. Box 6315 St. Kilda Road
Central Melbourne, Victoria 8008 Australia
13
Section 16(a) Beneficial Ownership Reporting Compliance
Not applicable.
Item 11. Executive Compensation.
The following table sets forth the annual salary, bonuses and all other
compensation awards and pay outs on account of our Chief Executive Officer for
services rendered to us during the fiscal years ended December 31, 2008. No
other executive officer received more than US$100,000 per annum during this
period.
Summary Compensation Table
- -------------- ------ ----------- -------- ---------- ----------- ------------ ------------- ------------ -----------
Name and Year Salary Bonus Stock Option Non-Equity Change in All Other Total
Principal Awards Awards Incentive Pension Compensation
Position Plan Value and
Compensation Nonqualified
Deferred
Compensation
Earnings
- -------------- ------ ----------- -------- ---------- ----------- ------------ ------------- ------------ -----------
Joseph 2008 $- - - - - - - $-
Gutnick,
Chairman of
the Board,
President
and CEO (1)
- -------------- ------ ----------- -------- ---------- ----------- ------------ ------------- ------------ -----------
Edward T 2008 $- - - - - - - $-
Famer, 2007 $- - - - - - - $-
Director and
CEO (2)
- -------------- ------ ----------- -------- ---------- ----------- ------------ ------------- ------------ -----------
1. Joseph Gutnick appointed December 28, 2008.
2. Edward Farmer appointed November 12, 2007 and resigned December 28, 2008.
We have a policy that we will not enter into any transaction with an
officer, Director or affiliate of the Company or any member of their families
unless the terms of the transaction are no less favourable to us than the terms
available from non-affiliated third parties or are otherwise deemed to be fair
to the Company at the time authorised.
Outstanding Equity Awards at Fiscal Year-End
It is our policy to reimburse Directors for reasonable travel and lodging
expenses incurred in attending Board of Directors meetings.
Principal Officers Contracts
The principal officers do not have any employment contracts.
Compensation of Directors
The Company's sole director did not receive any compensation during
fiscal 2008.
14
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets forth certain information regarding the
beneficial ownership of our common stock by each person or entity known by us to
be the beneficial owner of more than 5% of the outstanding shares of common
stock, each of our directors and named executive officers, and all of our
directors and executive officers as a group as of March 20, 2009.
- ----------------------------- --------------------------------- ------------------------- ---------------
Title of Name and Address Amount and nature of Percentage
Class of Beneficial Owner* Beneficial Owner of class (1)
- ----------------------------- --------------------------------- ------------------------- ---------------
Shares of common stock Joseph Gutnick 82,800,000 (2) 95.83
- ----------------------------- --------------------------------- ------------------------- ---------------
All officers and Directors
as a group 82,800,000 95.83
- ----------------------------- --------------------------------- ------------------------- ---------------
* Unless otherwise indicated, the address of each person is c/o We Sell For U
Corp., Level 8, 580 St. Kilda Road, Melbourne, Victoria 3004 Australia
Notes:
(1) Based on 86,400,000 shares outstanding as of March 20, 2009. Gives effect
to a 6 for 1 stock split in the form of a dividend that was effected as
of February 2009.
(2) Includes 82,800,000 shares owned by Power Developments Pty Ltd, of which
Mr Joseph Gutnick is the sole Director and stockholder.
Item 13. Certain Relationships and Related Transactions
We are one of eight affiliated companies under common management. Each of
the companies has some common Directors, officers and shareholders. In addition,
each of the companies is substantially dependent upon AXIS for its senior
management and administration staff. It is the intention of the affiliated
companies and respective Boards of Directors that any arrangements or
transactions between the companies should accommodate the respective interest of
the relevant affiliated companies in a manner which is fair to all parties and
equitable to the shareholders of each. Currently, there are no material
arrangements or planned transactions between the Company and any of the other
affiliated companies other than AXIS.
AXIS is paid by each company for the costs incurred by it in carrying out
the administration function for each such company. Pursuant to the Service
Agreement, AXIS performs such functions as payroll, maintaining employee records
required by law and by usual accounting procedures, providing insurance, legal,
human resources, company secretarial, land management, certain exploration and
mining support, financial, accounting advice and services. AXIS procures items
of equipment necessary in the conduct of the business of the Company. AXIS also
provides for the Company various services, including but not limited to the
making available of office supplies, office facilities and any other services as
may be required from time to time by the Company as and when requested by the
Company.
We are required to reimburse AXIS for any direct costs incurred by AXIS
for the Company. In addition, we are required to pay a proportion of AXIS's
overhead cost based on AXIS's management estimate of our utilisation of the
facilities and activities of AXIS plus a service fee of not more than 15% of the
direct and overhead costs. Amounts invoiced by AXIS are required to be paid by
us. We are also not permitted to obtain from sources other than AXIS, and we are
not permitted to perform or provide ourselves, the services contemplated by the
Service Agreement, unless we first requests AXIS to provide the service and AXIS
fails to provide the service within one month.
15
The Service Agreement may be terminated by AXIS or ourselves upon 60 days
prior notice. If the Service Agreement is terminated by AXIS, we would be
required to independently provide, or to seek an alternative source of
providing, the services currently provided by AXIS. There can be no assurance
that we could independently provide or find a third party to provide these
services on a cost-effective basis or that any transition from receiving
services under the Service Agreement will not have a material adverse effect on
us. Our inability to provide such services or to find a third party to provide
such services may have a material adverse effect on our operations.
In accordance with the Service Agreement, AXIS provides the Company with
the services of our Chief Executive Officer, Chief Financial Officer and
clerical employees, as well as office facilities, equipment, administrative and
clerical services. We pay AXIS for the actual costs of such facilities plus a
maximum service fee of 15%.
Transactions with Management
We have a policy that we will not enter into any transaction with an
Officer, Director or affiliate of us or any member of their families unless the
transaction is approved by a majority of our disinterested non-employee
Directors and the disinterested majority determines that the terms of the
transaction are no less favourable to us than the terms available from
non-affiliated third parties or are otherwise deemed to be fair to us at the
time authorised.
Item 14. Principal Accounting Fees and Services
The following table shows the audit fees that were billed or are expected
to be billed by PKF and Moore for fiscal 2008 and 2007.
PKF PKF Moore Moore
--- --- ----- -----
2008 2007 2008 2007
---- ---- ---- ----
Audit fees $15,000 $- $4,500 $3,000
Audit related fees - - - -
Tax fees - - - -
--------------------- ---------------------
Total $15,000 $- $4,500 $3,000
===================== =====================
Audit fees were for the audit of our annual financial statements, review
of financial statements included in our 10-Q quarterly reports, and services
that are normally provided by independent auditors in connection with our other
filings with the SEC. This category also includes advice on accounting matters
that arose during, or as a result of, the audit or review of our interim
financial statements.
16
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a) Financial Statements and Notes thereto.
The Financial Statements and Notes thereto listed on the Index at page 21
of this Annual Report on Form 10-K are filed as a part of this Annual
Report.
(b) Exhibits
The Exhibits to this Annual Report on Form 10-K are listed in the Exhibit
Index at page 20 of this Annual Report.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this Annual Report to be signed
on its behalf by the undersigned, thereunto duly authorised.
WE SELL FOR U CORP.
(Registrant)
By: /s/ Peter Lee
------------------------------
Peter J Lee
Secretary,
Chief Financial Officer
and Principal Financial
Accounting Officer
Dated: March 24, 2009
18
FORM 10-K Signature Page
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons in the capacities and on
the dates indicated.
Signature Title Date
1. /s/ Joseph I. Gutnick
----------------------- Chairman of the Board,
Joseph Gutnick President and Chief Executive
Officer (Principal Executive
Officer), and Director March 24, 2009
2. /s/ Peter Lee
----------------------- Secretary,
Peter Lee Chief Financial Officer and
Principal Financial and
Accounting Officer March 24, 2009
19
EXHIBIT INDEX
Incorporated by Exhibit
Reference to: No Exhibit
(1) Exhibit 3.1 3.1 Articles of Incorporation of WE SELL FOR
U Corp.
(1) Exhibit 3.2 3.2 Bylaws of WE SELL FOR U Corp.
(1) Exhibit 4.1 4.1 Specimen Stock Certificate of WE SELL FOR
U Corp.
(1) Exhibit 5.1 5.1 Opinion of Counsel
* 10.4 Service Agreement dated January 30, 2009,
by and between the Registrant and AXIS
Consultants Pty Ltd.
* 16.1 Letter from former independent accountant
* 31.1 Certification pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002 by Joseph Issac Gutnick
* 31.2 Certification pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002 by Peter James Lee
* 32.1 Certification pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002 by Joseph Issac Gutnick
* 32.2 Certification pursuant to 18 U.S.C.
Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002 by Peter James Lee
* Filed herewith
(1) Registrant's Registration Statement on Form S-1/A (File No. 333-148855).
20
Financial Statements as of December 31, 2008 and 2007 and for the year ended
December 31, 2008 and the period November 12, 2007 through December 31, 2007.
We Sell For U Corp.
Audited Financial Statements for the Company as of December 31, 2008 and 2007
and for the year ended December 31, 2008 and the period November 12, 2007
through December 31, 2007.
21
WE SELL FOR U CORP.
Financial Statements
December 31, 2008 and 2007
(with Report of Independent Registered Public Accounting Firm)
CONTENTS
Page
Report of Independent Registered Public Accounting Firm F-3
Balance Sheet F-4
Statements of Operations F-5
Statements of Stockholders' Equity F-6
Statements of Cash Flows F-7
Notes to Financial Statements F-8 - F-11
F-2
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Board of Directors and Stockholders of
We Sell For U Corp.
We have audited the accompanying balance sheet of We Sell For U Corp. as
of December 31, 2008 and 2007, and the related statements of operations,
stockholders' equity and cash flows for the year ended December 31, 2008 and the
period November 12, 2007 to December 31, 2007. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits 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. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide 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 We Sell For U Corp.
at December 31, 2008 and 2007, and the results of its operations and its cash
flows for the year ended December 31, 2008 and for the period November 12, 2007
to December 31, 2007, in conformity with accounting principles generally
accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As described in note 1, at December
31, 2008 the Company has no assets, has not yet commenced revenue producing
operations and has accumulated losses of $30,000. These conditions raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. Management's plans in regard to these matters
are also discussed in note 1.
PKF
Certified Public Accountants
A Professional Corporation
New York, NY
March 23, 2009
F-3
WE SELL FOR U CORP.
Balance Sheet
December 31, 2008 and 2007
$ $
2008 2007
---- ----
ASSETS
Current Assets:
Cash - 6,000
--------------------------
Total Current Assets - 6,000
--------------------------
Total Assets - 6,000
==========================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable and Accrued Expenses - -
--------------------------
Total Current Liabilities - -
--------------------------
Total Liabilities - -
--------------------------
Stockholders' Equity:
Common stock: $.0001 par value
100,000,000 shares authorised,
and 86,400,000 shares issued and outstanding
at December 31, 2008 and 72,000,000 shares
issued and outstanding at December 31, 2007 8,640 7,200
Additional Paid-in-Capital 22,560 -
Accumulated (Deficit) (31,200) (1,200)
--------------------------
Total Stockholders' Equity - 6,000
--------------------------
Total Liabilities and Stockholders' Equity - 6,000
==========================
See Notes to Financial Statements
F-4
WE SELL FOR U CORP.
Statements of Operations
Year November 12,
Ended 2007 to
December 31, December 31,
2008 2007
---- ----
Revenues $- $-
----------------------------
Cost and expenses
General & Administrative 29,192 -
Other 808 -
----------------------------
30,000 -
----------------------------
(Loss) before Income Tax (30,000) -
Provision for Income Tax - -
----------------------------
Net (Loss) (30,000) -
============================
Basic net (Loss) per Common Equivalent Shares (0.00) (0.00)
============================
Weighted Number of Common Equivalent
Shares Outstanding (000's) 75,864 72,000
============================
See Notes to Financial Statements
F-5
WE SELL FOR U CORP.
Statements of Stockholders' Equity
Common Additional
Stock Paid-in Accumulated
Shares Amount Capital (Deficit) Total
------ ------ ------- --------- -----
$ $ $ $
---------------------------------------------------------------
Inception, November 12, 2007 - - - - -
Issuance of 72,000,000 shares 72,000,000 7,200 - (1,200) 6,000
Net (loss) - - - - -
---------------------------------------------------------------
Balance, December 31, 2007 72,000,000 7,200 - (1,200) 6,000
Issuance of 14,400,000 shares 14,400,000 1,440 22,560 - 24,000
Net (loss) - - - (30,000) (30,000)
---------------------------------------------------------------
Balance, December 31, 2008 86,400,000 $8,640 $22,560 $(31,200) $-
---------------------------------------------------------------
See Notes to Financial Statements
F-6
WE SELL FOR U CORP.
Statements of Cash Flows
Year November
Ended 12, 2007 to
December 31, December
2008 31, 2007
$ $
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (Loss) $(30,000) $-
----------------------------
Net Cash used in Operating Activities (30,000) -
----------------------------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Issuance of shares 24,000 6,000
----------------------------
Net Cash Provided by Financing Activities 24,000 6,000
----------------------------
Net Increase (Decrease) in Cash (6,000) 6,000
Cash at Beginning of Period 6,000 -
----------------------------
Cash at End of Period - 6,000
============================
See Notes to Financial Statements
F-7
WE SELL FOR U CORP.
Notes to Financial Statements
December 31, 2008 and 2007
(1) ORGANIZATION AND BUSINESS
We Sell For U Corp. ("We Sell For U" or the "Company") is
incorporated in the State of Florida. The principal stockholder of We
Sell For U is Power Developments Pty Ltd., an Australian corporation,
which owned 95.83% of We Sell For U as of December 31, 2008.
In December 2008, Power Developments Pty Ltd, an Australian
corporation ("Power") acquired an 96% interest in We Sell For U from
certain stockholders. In connection therewith, the Company appointed a
new President/Chief Executive Officer and Chief Financial
Officer/Secretary and a new sole Director.
Commencing in fiscal 2009, We Sell For U has decided to focus its
business on energy and mining opportunities.
The accompanying financial statements have been prepared in
conformity with accounting principles generally accepted in the United
States of America, which contemplates continuation of We Sell For U Corp.
as a going concern. However, We Sell For U Corp. has no assets, has not
yet commenced revenue producing operations and has sustained recurring
losses since inception.
The Company's ability to continue operations through fiscal 2009
is dependent upon future funding from affiliated entities, capital
raisings, or its ability to commence revenue producing operations and
positive cash flows.
(2) ACCOUNTING POLICIES
The following is a summary of the significant accounting policies
followed in connection with the preparation of the financial statements.
(a) Basis of presentation
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
The functional and reporting currency of the Company is the U.S.
dollar.
(b) Cash Equivalents
We Sell For U considers all highly liquid investments with an
original maturity of three months or less at the time of purchase
to be cash equivalents. For the periods presented there were no
cash equivalents.
(c) Federal Income Tax
The Company accounts for income taxes pursuant to the provisions
of the Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset
and liability approach requires the recognition of deferred tax
liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax
basis of assets and liabilities. For the period presented, there
was no taxable income. There are no deferred income taxes
resulting from temporary differences in reporting certain income
and expense items for income tax and financial accounting
purposes. We Sell For U Corp,. at this time, is not aware of any
net operating losses which are expected to be realised.
F-8
(d) Australian Tax Law
The Company is an Australian resident corporation under Australian
law and accordingly is subject to Australian income tax on its
non-exempt worldwide assessable income (which includes capital
gains), less allowable deductions, at the rate of 30%. Foreign tax
credits are allowed where tax has been paid on foreign source
income, provided the tax credit does not exceed 30% of the foreign
source income.
Under the U.S./Australia tax treaty, a U.S. resident corporation
such as us is subject to Australian income tax on net profits
attributable to the carrying on of a business in Australia through
a "permanent establishment" in Australia. A "permanent
establishment" is a fixed place of business through which the
business of an enterprise is carried on. The treaty limits the
Australian tax on interest and royalties paid by an Australian
business to a U.S. resident to 10% of the gross interest or
royalty income unless it relates to a permanent establishment.
Although we consider that we do not have a permanent establishment
in Australia, it may be deemed to have such an establishment due
to the location of its administrative offices in Melbourne. In
addition we may receive interest or dividends from time to time.
(e) Loss per share
The Company calculates loss per share in accordance with SFAS No.
128, "Earnings per Share".
Basic (loss) per share is computed based on the weighted average
number of common shares outstanding during the period. Dilutive
loss per share has not been presented as there are no common stock
equivalents.
On January 29, 2009 the Company's Board of Directors declared a
6-for-1 stock split in the form of a stock dividend that was
payable in February, 2009 to stockholders of record as of February
14, 2009.
The Company has accounted for this bonus issue as a stock split
and accordingly, all share and per share data has been
retroactively restated.
(3) RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements which provides enhanced guidance for using fair value to
measure assets and liabilities. SFAS No. 157 provides a common definition
of fair value and establishes a framework to make the measurement of fair
value in generally accepted accounting principles more consistent and
comparable. SFAS No. 157 also requires expanded disclosures to provide
information about the extent to which fair value is used to measure
assets and liabilities, the methods and assumptions used to measure fair
value, and the effect of fair value measures on earnings. SFAS No. 157 is
effective for financial statements issued in fiscal years beginning after
November 15, 2007 and for interim periods within those fiscal years. In
February 2008, the FASB staff issued Staff Position No. 157-2 "Effective
date of FASB Statement No. 157" ("FSP FAS 157-2"). FSP FAS 157-2 delayed
the effective date of FAS 157 for nonfinancial assets and nonfinancial
liabilities, except for items that are recognised or disclosed at fair
value in the financial statements on a recurring basis (at least
annually). The provisions of FSP FAS 157-2 are effective for the
Company's fiscal year beginning January 1, 2009. The adoption of this
pronouncement and interpretation has not and is not expected to have a
material impact on the Company's future reported financial position or
results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities-Including an
Amendment of FASB Statement No. 115", which permits companies to choose
to measure many financial instruments and certain other items at fair
value. The provisions of SFAS 159 are effective for the Company's fiscal
year beginning January 1, 2008. The adoption of SFAS No. 159 did not have
an impact on our financial statements.
In December 2007, the FASB issued SFAS No. 141(R), "Business
Combinations" ("SFAS 141(R)"), which replaces SFAS 141. SFAS 141(R)
requires assets and liabilities acquired in a business combination,
contingent consideration, and certain acquired contingencies to be
measured at their fair values as of the date of acquisition. SFAS 141(R)
also requires that acquisition-related costs and restructuring costs be
recognized separately from the business combination. SFAS 141(R) is
effective for fiscal years beginning after December 15, 2008 and will be
effective for business combinations entered into after January 1, 2009.
The Company is currently evaluating the potential impact of adopting this
statement on the Company's financial position, results of operations or
cash flows.
F-9
In December 2007, the FASB issued SFAS No. 160, "Noncontrolling
Interests in Consolidated Financial Statements - an Amendment of ARB No.
51" ("SFAS 160"). SFAS 160 clarifies the accounting for noncontrolling
interests and establishes accounting and reporting standards for the
noncontrolling interest in a subsidiary, including classification as a
component of equity. SFAS 160 is effective for fiscal years beginning
after December 15, 2008. The Company does not currently have any minority
interests.
In May 2008, the FASB issued SFAS No. 162 "The Hierarchy of
Generally Acceptable Accounting Principles" ("SFAS 162"). SFAS 162
identifies the source of accounting principles and the framework for
selecting the principles to be used in the preparation of financial
statements of non-governmental entities that are presented in conformity
with generally accepted accounting principles in the United States. This
statement is effective 60 days following the SEC's approval of the Public
Company Accounting Oversight Board amendments to AU Section 411, "The
Meaning of Present Fairly in Conformity with Generally Accepted
Accounting Principles". Although the Company will continue to evaluate
the application of SFAS 162, the Company does not currently believe the
adoption of SFAS 162 will have a material impact on its financial
statements.
(4) AFFILIATE TRANSACTIONS
There were no transactions with affiliates for the fiscal year
ended December 31, 2008 and the period November 12, 2007 through December
31, 2007.
In January 2009, the Company entered into an agreement with AXIS
Consultants Pty Ltd to provide management and administration services to
the Company. AXIS is affiliated through common management. The Company is
one of eight affiliated companies under common management. Each of the
companies has some common Directors, officers and shareholders. In
addition, each of the companies is substantially dependent upon AXIS for
its senior management and administration staff. It has been the intention
of the affiliated companies and respective Boards of Directors that each
of such arrangements or transactions should accommodate the respective
interest of the relevant affiliated companies in a manner which is fair
to all parties and equitable to the shareholders of each. Currently,
there are no material arrangements or planned transactions between the
Company and any of the other affiliated companies other than AXIS.
(5) INCOME TAXES
We Sell For U files its income tax returns on an accrual basis. We
Sell For U should have carry-forward losses of approximately $30,000 as
of December 31, 2008 which will expire in the year 2028. We Sell For U
will need to file tax returns for those years having losses on which
returns have not been filed to establish the tax benefits of the net
operating loss carry forwards. Due to the uncertainty of the availability
and future utilization of those operating loss carry-forwards, management
has provided a full valuation against the related tax benefit.
(6) STOCKHOLDERS EQUITY
In November 2007, 72,000,000 shares of common stock were issued to
the Company's founder raising $6,000.
In September 2008, the Company raised $24,000 in a registered
public offering of 14,400,000 shares of common stock share pursuant to a
prospectus dated March 7, 2008.
On January 29, 2009 the Company's Board of Directors declared a
6-for-1 stock split in the form of a stock dividend that was payable in
February, 2009 to stockholders of record as of February 14, 2009.
F-10
(7) SUBSEQUENT EVENTS
Effective March 23, 2009 We Sell For U Corp.("WSFU) entered into
an agreement with the Indian Farmers Fertiliser Cooperative ("IFFCO") to
explore the commercial viability of generating and/or distributing
alternate energy to the Indian market.
Under the Agreement, WSFU and IFFCO, agree to work together in a
collaborative manner in relation to the assessment of alternate energy
sources to those in which IFFCO is otherwise engaged, that may be
applicable for the Indian market. WSFU shall fund the pilot studies, with
IFFCO facilitating WSFU with the relevant government and licensing
authorities. The parties may by mutual agreement extend the range of
products covered by the Agreement. In the event the parties elect to
proceed to full commercialization, WSFU and IFFCO shall be exclusive
energy partners, with WSFU having access to IFFCO's cooperative members
and distribution network.
F-11