SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/A
(AMENDMENT NO. 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WE SELL FOR U CORP.
------------------------------
(Exact name of registrant as specified in its charter)
Florida 7389 26-1568357
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(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Organization) Classification Code) Identification #)
WE SELL FOR U CORP. Edward T. Farmer
700 Shadow Bay Way 700 Shadow Bay Way
Osprey, FL 34229 Osprey, FL 34229
941-928-9359 941-928-9359
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(Address and telephone of (Name, address and telephone
registrant's executive office) number of agent for service)
Approximate date of proposed sale to the public: As soon as practical after the
effective date of this Registration Statement.
If the securities being registered herein will be sold by the security
shareholders on a delayed or continuous basis pursuant to Rule 415 of the
Securities Act of 1933 please check the following box. [ ]
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 number of the earlier effective
registration statement for the same offering. [X]
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 statement number of the earlier effective registration statement
for the same offering.
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
CALCULATION OF REGISTRATION FEE
TITLE OF DOLLAR NUMBER OF PROPOSED
EACH CLASS OF AMOUNT SHARES MAXIMUM AMOUNT OF
SECURITIES TO TO BE TO BE OFFERING PRICE REGISTRATION
BE REGISTERED REGISTERED REGISTERED PER UNIT FEE
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Common stock $40,000 4,000,000 $0.01 $1.57
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.
Disclosure alternative used (check one): Alternative 1 ___ Alternative 2 _X_
SUBJECT TO COMPLETION, DATED _________________
PROSPECTUS
WE SELL FOR U CORP.
4,000,000 SHARES OF COMMON STOCK
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON
STOCK OF WE SELL FOR U CORP. ("WE SELL FOR U CORP."). WE SELL FOR U CORP. IS
REGISTERING UP TO 4,000,000 SHARES OF COMMON STOCK AT AN OFFERING PRICE OF
$0.01. THE MAXIMUM AMOUNT TO BE RAISED IS $ 40,000.00 THERE WILL BE NO
UNDERWRITING OR BROKER/DEALERS INVOLVED IN THE TRANSACTION AND THERE WILL BE NO
COMMISSIONS PAID TO ANY INDIVIDUALS FROM THE PROCEEDS OF THIS SALE. THE SHARES
ARE BEING OFFERED BY WE SELL FOR U CORP. THROUGH ITS SOLE OFFICER AND DIRECTOR.
WE ARE SELLING THE SHARES ON A "BEST EFFORTS, NO MINIMUM" BASIS. THERE WILL BE
NO MINIMUM AMOUNT OF SHARES SOLD AND `WE SELL FOR U CORP.' WILL NOT CREATE ANY
ESCROW ACCOUNT INTO WHICH THE PROCEEDS FROM ANY SHARES WILL BE PLACED. THE
PROCEEDS FROM ALL SHARES SOLD BY WE SELL FOR U CORP. WILL BE PLACED INTO THE
CORPORATE ACCOUNT AND SUCH FUNDS SHALL BE NON-REFUNDABLE TO SUBSCRIBERS, EXCEPT
AS MAY BE REQUIRED BY APPLICABLE LAWS.' WE SELL FOR U CORP.' WILL PAY ALL
EXPENSES INCURRED IN THIS OFFERING
Our common stock is presently not traded on any market or securities exchange.
The offering price may not reflect the market price of our shares after the
offering.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 10.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_______________
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
SHARES OFFERED SELLING AGENT PROCEEDS TO THE
BY COMPANY PRICE TO PUBLIC COMMISSIONS COMPANY
- ------------------------ --------------- -------------- ---------------
Per Share $0.01 Not applicable $0.01
Minimum Purchase Not applicable Not applicable Not applicable
Total (4,000,000 shares) $40,000 Not applicable $40,000
The shares are intended to be sold by the executive officer of the Company, who
will receive no commissions or other remuneration directly or indirectly related
to the sale thereof. This offering will be conducted through the safe harbor
provisions of Rule 3 a 4 (i) of the Exchange Act of 1934.
Proceeds to the company do not include offering costs, including filing fees,
printing costs, legal fees, accounting fees, and transfer agent fees estimated
at $5,000.00. WE SELL FOR U Corp. will pay these expenses.
This Prospectus is dated _________________
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INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 10.
If this Form is filed to register additional common stock for an offering under
Rule 462(b) of the Securities Act, please 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 under Rule 462(c) of 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 under Rule 462(d) of 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 delivery of the prospectus is expected to be made under Rule 434, please
check the following box. [ ]
[1] The offering price has been arbitrarily determined by the company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
[2] Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o).
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 this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
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PROSPECTUS
WE SELL FOR U CORP.
SHARES OF COMMON STOCK
4,000,000 SHARES OF COMMON STOCK ARE OFFERED FOR SALE BY THE COMPANY
There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the National Association of Securities Dealers Inc. before the
market maker will be able to make a market in our shares of common stock. At the
date hereof, we are not aware that any market maker has any such intention.
WE SELL FOR U Corp. may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. WE
SELL FOR U Corp. will receive all proceeds from the sale of the shares being
registered.
The securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor has the Securities
and Exchange Commission or any state securities commission passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 10.
Prior to this registration, there has been no public trading market for the
common stock. WE SELL FOR U Corp.'s common stock is presently not traded on any
market or securities exchange.
PLEASE READ THIS PROSPECTUS CAREFULLY.
This Prospectus is dated _________________
The information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 8. PLEASE READ THIS PROSPECTUS CAREFULLY
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TABLE OF CONTENTS Page No.
SUMMARY OF OUR OFFERING..................................................... 6
DESCRIPTION OF PROPERTY..................................................... 8
SUMMARY OF OUR FINANCIAL INFORMATION........................................ 8
RISK FACTORS................................................................ 9
USE OF PROCEEDS............................................................. 15
DETERMINATION OF OFFERING PRICE............................................. 15
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES............................... 16
PLAN OF DISTRIBUTION........................................................ 17
LEGAL PROCEEDINGS........................................................... 18
STRATEGY AND PRODUCTS....................................................... 19
THE MARKET.................................................................. 20
MANAGEMENT.................................................................. 20
SALES AND MARKETING......................................................... 20
SHOWS AND ADVERTISING....................................................... 21
COMPETITION................................................................. 21
STAFFING.................................................................... 21
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION................... 21
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL...................... 22
MANAGEMENT.................................................................. 24
CODE OF BUSINESS CONDUCT AND ETHICS......................................... 26
BACKGROUND OF OFFICERS AND DIRECTORS........................................ 26
EXECUTIVE COMPENSATION...................................................... 27
PRINCIPAL STOCKHOLDERS...................................................... 28
DESCRIPTION OF SECURITIES................................................... 30
REPORTING................................................................... 30
STOCK TRANSFER AGENT........................................................ 31
STOCK OPTION PLAN........................................................... 31
LITIGATION.................................................................. 31
EXPERTS..................................................................... 31
FINANCIAL STATEMENTS........................................................ F-1
Management Certification..............................................
Net Income Per Common Share...........................................
Revenue and Cost Recognition..........................................
DEALER PROSPECTUS DELIVERY OBLIGATION
Until _______ , (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.
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SUMMARY OF OUR OFFERING
WE SELL FOR U Corp. has 12,000,000 shares of common stock issued and outstanding
and is registering an additional 4,000,000 shares of common stock for offering
to the public. The company may endeavor to sell all 4,000,000 shares of common
stock after this registration becomes effective. The price at which the company
offers these shares is fixed at $0.01 per share for the duration of the
offering. There is no arrangement to address the possible effect of the offering
on the price of the stock. WE SELL FOR U Corp. will receive all proceeds from
the sale of the common stock.
4,000,000 shares of common stock are offered by the company.
Offering price per share by The price, if and when the company sells the
the company shares of common stock, is set at $0.01.
Number of shares outstanding 12,000,000 common shares are currently
before the offering before issued and outstanding.
the offering of common
shares.
Number of shares outstanding 16,000,000 common shares will be issued and
after the offering before the outstanding after this offering is
offering of common shares. completed.
The minimum number of shares None.
to be sold in this offering.
Market for the common shares. There is no public market for the common
shares. The price per share is $0.01. In
addition, the offering price for the shares
will remain $0.01 per share until such a
time the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an
exchange. The company may sell at prevailing
market prices only after the shares are
quoted on either the OTC Bulletin Board or
an exchange.
WE SELL FOR U Corp. may not be able to meet
the requirement for a public listing or
quotation of its common stock Further, even
if WE SELL FOR U Corp. common stock is
quoted or granted listing, a market for the
common shares may not develop. If a market
develops, the price of the shares in the
market may not be greater than or equal to
the price per share that investors in this
offering any market that may develop could
be significantly lower.
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Use of proceeds The company intends to use the proceeds from
this offering to develop and complete the
business and marketing plan, and for other
general corporate and working capital
purposes. The expenses of this offering,
including the preparation of this prospectus
and the filing of this registration
statement, estimated at $5,000.00 are being
paid for by WE SELL FOR U Corp.
Termination of the offering The offering will conclude when all
4,000,000 shares of common stock have been
sold, or 90 days after this registration
statement becomes effective with the
Securities and Exchange Commission. WE SELL
FOR U Corp. may at its discretion extend the
offering for an additional 90 days.
Terms of the offering The company will determine when and how it
will sell the common stock offered in this
prospectus.
You should rely only upon the information contained in this prospectus. WE SELL
FOR U Corp. has not authorized anyone to provide you with information different
from that which is contained in this prospectus. The selling security holder is
offering to sell shares of common stock and seeking offers to buy shares of
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus, or of any
sale of the common stock.
This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by the selling security
holders. You should very carefully and thoroughly read the more detailed
information in this prospectus and review our financial statements.
SUMMARY INFORMATION ABOUT WE SELL FOR U CORP.
WE SELL FOR U Corp. ("WE SELL FOR U Corp.") is a development stage company,
incorporated in the State of Florida on November 12, 2007, 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 is to partner with local/regional/nationally known
"Brick and Mortar "retail and service establishments. These establishments will
directly benefit from an additional profit center and with increased store
traffic and creation of customers.
We intend to create, test and refine a business model, processes and systems for
a "Brick and Mortar" based eBay "WE SELL FOR U "auction broker service that can
be replicated nationally. We envision the service as an additional profit center
and perfect fit within the local, regional, national select retailers and
franchisees.
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Busy people and companies have valuable items that could sell for the most money
over the Internet and they are not likely to sell the items themselves. People
buy things, use them, retire them and potentially replace them. This is nothing
new and will continue as long as we are called consumers.
The Internet is the broadest medium in existence, so if you market something on
the internet, it will have the widest reach globally.
People are busy and are willing to pay for a valuable service and we intend to
service this market place.
We have not generated any revenues to date and our activities have been limited
to developing our business plan. We will not have the necessary capital to
develop or execute our business plan until we are able to secure financing.
There can be no assurance that such financing will be available on suitable
terms.
There is $6,000.00 cash on hand and in our corporate bank account. WE SELL FOR U
Corp. currently has accounts payable and liabilities of $0.00 as of Dec. 31,
2007. In addition WE SELL FOR U Corp. anticipates that the costs associated with
this offering will be approximately $ 5,000.00. As of the date of this
prospectus, we have not generated or realized any revenues from our business
operations. The following financial operation summarizes the more complete
historical financial information as indicated on the audited financial
statements we have filed with this prospectus.
DESCRIPTION OF PROPERTY
The company does not own any real estate or other properties. The company's
office is located at 700 Shadow Bay Way, Osprey, FL 34229 and our telephone
number is 941-928-9359. Our fax number is 941-918-1878. Our Domain Name is
www.wesellforu.us the business office is located at the home of Edward Farmer,
the CEO of the company at no charge.
SUMMARY OF OUR FINANCIAL INFORMATION
As of
Balance Sheet December 31,2007
------------------ ------------------
Total Assets $ 6,000
Total Liabilities $ 0
Equity $ 6,000
For the Year ended
Operating Data December 31, 2007
------------------ ------------------
Revenue Nil
Net Loss $ 0
Net Loss Per Share $ 0
WE SELL FOR U Corp. has no revenues and has achieved no losses since inception.
WE SELL FOR U Corp. has had no operations and has been issued a "going concern"
opinion by its auditor.
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RISK FACTORS
You should carefully consider the risks and uncertainties described below and
the other information in this prospectus. If any of the following risks actually
occur, our business, financial condition and operating results could be
materially adversely affected.
You may never realize a return on your investment. THERE IS NO ASSURANCE THAT A
PURCHASER OF SHARES WILL REALIZE A RETURN ON ITS INVESTMENT OR THAT IT WILL NOT
LOSE ITS ENTIRE INVESTMENT IN THE COMPANY. To date, the company has limited
operations and revenues. We have never earned a profit and there can be no
assurance that we will ever achieve profitable operations. Our ability to
implement our business plan is dependent, among other things, on the completion
of this Offering. If we fail to raise any or a sufficient amount of money in
this offering, we may fail as a business. Even if we raise sufficient amount of
funding in this Offering, there can be no assurance that our business model will
succeed.
Investment in our Common stock involves a high degree of risk because we may
operate with a stockholder's equity deficit and may have operating losses going
forward.
We are a development stage company formed in November 12, 2007 with the purpose
to establish itself as a corporation providing auction services, within eBay. WE
SELL FOR U corp. intends to represent individuals and companies with items to
sell. WE SELL FOR U Corp. customers will pay Listing Fees plus a percentage of a
Sell Price. Our intended primary marketing and business approach will be to
partner with local/regional/nationally known, " Brick and Mortar" retail and
service establishments who will directly benefit from an additional profit
center along with increased store traffic, and the creation of new
retail/service customers. We may be unable to execute our marketing and business
approach, and therefore will not have the opportunity to generate revenues.
There would be a substantial doubt, then, about our ability to continue as a
going concern.
We anticipate incurring losses during the period prior to completion of our
Partnering with a retail/service establishment. Additionally, there can be no
assurance that we will ever operate profitably, even if this offering is
successful. Investors should not purchase shares in this offering unless they
can afford to lose their entire investment.
Because we are a newly formed company, there is no corporate operating history
on which to evaluate our potential for success.
Additionally, we face many risks inherent in a start-up business, including
difficulties and delays frequently encountered in connection with the
commencement of operations, operational difficulties and our potential
underestimation of initial and ongoing costs.
Executing the business plan requires that we spend significant funds based
entirely on our preliminary evaluation of the potential of the market. It is
impossible to predict the success of our service before marketing starts. The
ability of the service to generate revenues will depend upon a variety of
unpredictable factors, including:
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The eBay Auction Industry is a highly competitive market. We will compete with
both major and smaller corporations. Most of these companies have greater
financial and personnel resources than we do.
Because there may be a substantial delay between the completion of this offering
and the execution of the business plan, our expenses may be increased and it may
take us longer to generate revenues. We have no way to predict when we will
begin our service.
There is No Minimum Number of Shares we have to sell in this Offering. We are
making this offering on a "best efforts, no minimum basis." What this means is
that all the net proceeds from this Offering will be immediately available for
use by us and we don't have to wait until a minimum number of Shares have been
sold to keep the proceeds from any sales. We can't assure you that subscriptions
for the entire Offering will be obtained. We have the right to terminate the
offering of the Shares at any time, regardless of the number of Shares we have
sold since there is no minimum subscription requirement. Our ability to meet our
financial obligations and cash needs and to achieve our objectives could be
adversely affected if the entire offering of Shares is not fully subscribed for.
State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.
Accordingly, even if we are successful in having the Shares available for
trading on the OTCBB, investors should consider any secondary market for the
Company's securities to be a limited one. We intend to seek coverage and
publication of information regarding the Company in an accepted publication
which permits a "manual exemption." This manual exemption permits a security to
be distributed in a particular state without being registered if the company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
'recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute
our business plan on schedule or within budget, our ability to generate revenue
may be diminished or delayed. Our ability to adhere to our schedule and budget
face many uncertainties
WE DO NOT MAINTAIN PRODUCT LIABILITY COVERAGE. WE COULD BECOME LIABLE FOR
UNINSURED PRODUCT LIABILITY CLAIMS WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO
CONTINUE AS A GOING CONCERN, HOWEVER, WE INTEND TO PROVIDE PRODUCTS LIABILITY
INSURANCE PRIOR TO ANY SALE OF OUR SERVICE OFFERINGS.
RISKS RELATED TO OUR FINANCIAL CONDITION
IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, WHICH WILL
RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT.
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SINCE WE LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS FAILURE,
WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT.
WE SELL FOR U Corp. is a development stage company and has not yet begun to
execute its business plan. Thus, we have no way to evaluate the likelihood that
we will be able to operate the business successfully. We were incorporated on
November 12, 2007 and to date have been involved primarily in organizational
activities and business planning. Based upon current plans, we expect to incur
operating losses in future periods. We will incur these losses due to expenses
associated with developing the business plan.
We cannot guarantee that we will be successful in generating revenue in the
future, or in raising funds through the sale of our shares, adequate to pay for
our business operations and planed expenditures. As of the date of this
prospectus, we have earned no revenue. Failure to generate revenue will cause us
to go out of business, which will result in the complete loss of your
investment.
AS OUR SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES, HE MAY
BE UNABLE TO DEVOTE A MAJORITY OF HIS TIME TO THE COMPANY. AS A RESULT, THERE
MAY BE PERIODIC INTERRUPTIONS IN OUR OPERATIONS AND OUR BUSINESS COULD FAIL.
Mr. Farmer, our sole officer and director, has other outside business activities
and is devoting only approximately 10-25 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient to Mr.
Farmer, which may result in periodic interruptions or suspensions of our
business plan. If the demands of the company's business require the full time of
our executive officer, he is prepared to adjust his timetable in order to devote
more time to conducting our business operations. However, our executive officer
may be unable to devote sufficient time to the management of the company's
business, which may result in periodic interruptions in the implementation of
the company's business plans and operations. Such delays could have a
significant negative effect on the success of our business.
SHOULD OUR SOLE OFFICER AND DIRECTOR LEAVE THE COMPANY, WE MAY BE UNABLE TO
CONTINUE OUR OPERATIONS.
The company is entirely dependent on the efforts and abilities of its sole
officer and director. The loss of our sole officer and director could have a
material adverse effect on the business and its prospects. The company believes
that all commercially reasonable efforts have been made to minimize the risks
attendant the departure from service of our current sole officer and director.
However, replacement personnel may be unavailable to us. Moreover, even if
available, replacement personnel may not enable the company to operate
profitably.
All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company (including
purchasers of the offered shares) have that the company's sole officer and
director will not abuse his discretion in making decisions, with respect to its
affairs and other business decisions, is his fiduciary obligations and business
integrity. Accordingly, no person should purchase offered shares unless that
person is willing to entrust all aspects of management to the company's sole
officer and director, or his successors. Potential purchasers of the offered
shares must carefully evaluate the personal experience and business performance
of the company's management.
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The company's management may retain independent contractors to provide services
to the company. Those contractors have no fiduciary duty to the shareholders of
the company and may not perform as expected. The company does not maintain key
person life insurance on its sole officer and director.
REGULATIONS AT THE STATE/or FEDERAL LEVEL REQUIRING LICENSING OF eBAY TRADING
ASSISTANTS AS PAWNBROKERS AND/OR AUCTIONEERS
While, to date, regulatory initiatives have served eBay and it's Trading
Assistants well, there is no assurance in the future that regulations could
deter established " Brick and Mortar " local/regional/national retail/service
companies from introducing the We Sell For U model as a new eBay-based profit
center.
IF WE CANNOT SECURE ADDITIONAL CAPITAL, OR IF AVAILABLE CAPITAL IS TOO
EXPENSIVE, OUR BUSINESS WILL FAIL.
Developing and executing our business plan of providing services 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 is to
partner with local /regional/nationally known, "Brick and Mortar" retail and
service establishments. The business plan requires a significant capital
investment. Debt or equity financing may not be available for us to do so, or if
available may be too expensive. To start executing our planned service requires
an additional investment of approximately $ 75,000.00, and we anticipate 12
months of operational losses at approximately $ 6,750.00 per month before we can
generate adequate cash flow to cover operations.
IF WE EXPAND OUR OPERATIONS AND FAIL TO MANAGE THE RESULTING GROWTH EFFECTIVELY,
OUR BUSINESS WILL BE HARMED.
Our plans include the partnering with "Brick and Mortar " companies which may
not occur. Our growth strategy is subject to significant risks which you should
carefully consider before purchasing the shares we are offering.
Although we plan on researching our service carefully, the service may be slow
to achieve profitability, or may not become profitable at all, which will result
in losses. There can be no assurance that we will succeed.
We intend to enter into markets where the climate is favorable to our business.
However, we may be unable to enter such markets successfully. The factors that
could affect our growth strategy include our success in (a) partnering with
local/regional/national corporations (b) obtaining adequate financing on
acceptable terms and (c) adapting our internal controls and operating procedures
to accommodate our future growth.
Our systems, procedures and controls may not be adequate to support the
expansion of our business operations. Significant growth will place managerial
demands on all aspects of our operations. Our future operating results will
depend substantially upon our ability to manage changing business conditions and
to implement and improve our technical, administrative and financial controls
and reporting systems.
RISKS RELATED TO THIS OFFERING
INVESTORS WILL PAY MORE FOR "WE SELL FOR U CORP." COMMON STOCK THAN THE PRO RATA
PORTION OF OUR ASSETS ARE WORTH; AS A RESULT INVESTING IN THE COMMON STOCK MAY
RESULT IN AN IMMEDIATE LOSS.
- 12 -
The arbitrary offering price of $0.01 per common share as determined herein, is
substantially higher than the net tangible book value per share of We SELL FOR U
Corp. does not substantiate a share price of $0.01 per share. This premium in
share price applies to the terms of this offering and does not attempt to
reflect any forward looking share price subsequent to the company obtaining a
listing on any exchange, or becoming quoted on the OTC Bulletin Board.
AS WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES. EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE VOLATILE
AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT.
Our stock is currently not traded and we cannot provide investors with any
assurance that it will be traded, or if traded, whether a market will develop.
If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to price fluctuations and volatility.
The company cannot apply directly to be quoted on the OTC Bulletin Board.
Additionally, the stock can be listed or traded only to the extent that there is
interest by broker/dealers in acting as a market maker in the company's stock.
Despite the company's best efforts, the company may not be able to convince any
broker/dealers to act as market-makers and make quotations on the OTC Bulletin
Board. It is the company's intent to contact potential market makers for the OTC
Bulletin Board after it has completed its primary offering.
IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES.
In the event our shares are traded, and our stock trades below $5.00 per share
our stock would be known as a "penny stock" which is subject to various
regulations involving disclosures to be given to you prior to purchase of any
penny stock. The U.S. Securities and Exchange Commission (the "SEC") has adopted
regulations which generally define a "penny stock" to be any equity security
that has a market price of less than $5.00 per share, subject to certain
exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of these securities. In addition he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge you understand the risk associated with buying penny stocks and that
you can absorb the entire loss of your investment. Penny stocks are low priced
securities that do not have a very high trading volume. Consequently, the price
of the stock is oftentimes volatile and you may not be able to buy or sell the
stock when you want.
AS THE COMPANY HAS 100,000,000 AUTHORIZED COMMON SHARES, THE COMPANY'S
MANAGEMENT COULD ISSUE ADDITIONAL SHARES DILUTING THE COMPANY'S CURRENT
SHAREHOLDERS' EQUITY.
- 13 -
The company has 100,000,000 authorized common shares of which only 16,000,000
are currently outstanding and will be issued and outstanding if all the shares
in this offering are sold. The company's management could, without the consent
of the company's existing shareholders issue substantially more shares causing a
large dilution in our current shareholders' equity position. Additionally, large
share issuances by the company would generally have a negative impact on our
share price. It is possible that due to additional share issuance you could lose
a substantial amount or all of your investment.
AS OUR COMPANY'S SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100 % OF THE
OUTSTANDING COMMON STOCK, INVESTORS MAY FIND DECISIONS MADE BY THE COMPANY'S
SOLE OFFICER AND DIRECTOR CONTRARY TO THEIR INTERESTS.
The company's sole officer and director owns approximately 100 % of our
currently outstanding common stock. As a result, he will be able to decide who
will be directors and control the direction of the company. Our sole officer and
director's interests may differ from the interests of our other stockholders.
Factors that could cause his interests to differ from the interests of other
stockholders include the impact of corporate transactions on the timing of our
business operations and his ability to continue to manage the business, in terms
of the amount of time he is able to devote to the company.
IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY PROTECTION,
INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT.
If we file for bankruptcy protection, or a petition for involuntary bankruptcy
is filed by creditors against us, all funds will become part of the bankruptcy
estate and administered according to the bankruptcy laws. In this case, you will
lose your investment and your funds will be used to pay creditors.
RISKS RELATING TO OUR BUSINESS
IF WE CANNOT EFFECTIVELY PROMOTE OUR SERVICES, WE WILL NOT ATTRACT CUSTOMERS.
If we cannot partner with a local/regional/national "Brick and Mortar"
retail/service company we will not have the ability to attract customers, and if
we can not effectively promote our services via this outlet, we will not attract
customers. A failure to achieve partners would have a material and adverse
effect on our business, operating results and financial condition.
FORWARD-LOOKING STATEMENTS
This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.
- 14 -
The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no material adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,
competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.
Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01
The funds raised through this offering will be used to develop and complete the
business and marketing plan.
DETERMINATION OF OFFERING PRICE
As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by WE SELL FOR U Corp. and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition, no
investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.
The price of the current offering is fixed at $0.01 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on November 12, 2007.
The company's sole officer and director paid $0.0005 per share, a difference of
$0.0095 per share lower than the share price in this offering.
- 15 -
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.
COMPANY IF ALL OF THE SHARES ARE SOLD
- -------------------------------------
Price per share ............................................... $ 0.01
Net tangible book value per share before offering ............. $ 0.0005
Potential gain to existing shareholders ....................... $ 0
Net tangible book value per share after offering .............. $ 0.003
Increase to present stockholders in net tangible book value
per share after offering .................................... $ 0.003
Capital contributions ......................................... $ 6,000
Number of shares outstanding before the offering .............. 12,000,000
Number of shares after offering held by existing stockholders . 12,000,000
Percentage of ownership after offering ........................ 75.%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
- --------------------------------------------------------
Price per share ............................................... $ 0.01
Dilution per share ............................................ $ 0.00
Capital contributions ......................................... $ 40,000
Percentage of capital contributions ........................... 87%
Number of shares after offering held by public investors ...... 4,000,000
Percentage of ownership after offering ........................ 25%
THE OFFERING BY THE COMPANY
WE SELL FOR U Corp. is registering 4,000,000 shares of its common stock for
offer and sale.
There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the National Association of Securities Dealers Inc. before the
market maker will be able to make a market in our shares of common stock. At the
date hereof, we are not aware that any market maker has any such intention.
All of the shares registered herein will become tradable on the effective date
of this registration statement. The company will not offer the shares through a
broker-dealer or anyone affiliated with a broker-dealer.
NOTE: As of the date of this prospectus, our sole officer and director, Edward
T. Farmer, owns 12,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.
The company is hereby registering 4,000,000 common shares. The price per share
is $0.01 and will remain so unless and until the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or on an exchange.
- 16 -
In the event the company receives payment for the sale of their shares, WE SELL
FOR U Corp. will receive all of the proceeds from such sales. WE SELL FOR U
Corp. is bearing all expenses in connection with the registration of the shares
of the company.
PLAN OF DISTRIBUTION
We are offering the shares on a "self-underwritten" basis directly through
Edward T. Farmer our executive officer and director named herein, who will not
receive any commissions or other remuneration of any kind for selling shares in
this offering, except for the reimbursement of actual out-of-pocket expenses
incurred in connection with the sale of the common stock. The offering will
conclude when all 4,000,000 shares of common stock have been sold, or 90 days
after this registration statement becomes effective with the Securities and
Exchange Commission. WE SELL FOR U Corp. may at its discretion extend the
offering for an additional 90 days.
This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within two years from this initial effective
date of this registration.
In connection with their selling efforts in the offering, Mr. Farmer will not
register as broker-dealers pursuant to Section 15 of the Exchange Act, but
rather will rely upon the "safe harbor" provisions of Rule 3a4-1 under the
Exchange Act. Generally speaking, Rule 3a4-1 provides an exemption from the
broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer's
securities. Mr. Farmer is not subject to any statutory disqualification, as that
term is defined in Section 3(a)(39) of the Exchange Act. Mr. Farmer will not be
compensated in connection with their participation in the offering by the
payment of commissions or other remuneration based either directly or indirectly
on transactions in our securities. Mr. Farmer is not and has not been within the
past 12 months, a broker or dealer, and is not within the past 12 months, an
associated person of a broker or dealer. At the end of the offering, Mr. Farmer
will continue to primarily perform substantial duties for us or on our behalf
otherwise than in connection with transactions in securities. Mr. Farmer has not
participated in selling an offering of securities for any issuer more than once
every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or
(iii).
12,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 4,000,000 shares of its
common stock for possible resale at the price of $0.01 per share. There is no
arrangement to address the possible effect of the offerings on the price of the
stock.
WE SELL FOR U Corp. will receive all proceeds from the sale of the shares by the
company. The price per share is $0.01 and will remain so unless and until the
shares are quoted on the Over-The-Counter (OTC) Bulletin Board or an exchange.
However, WE SELL FOR U Corp. common stock may never be quoted on the OTC
Bulletin Board or listed on any exchange.
- 17 -
The company's shares may be sold to purchasers from time to time directly by,
and subject to the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale, or at
prices otherwise negotiated at the time of sale. Such prices will be determined
by the company or by agreement between the company and any purchasers of our
common stock.
The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.
In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.
WE SELL FOR U Corp. will pay all expenses incidental to the registration of the
shares (including registration pursuant to the securities laws of certain
states).
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
BUSINESS
INTRODUCTION
WE SELL FOR U Corp. is a development stage company and was incorporated in
Florida on November 12, 2007, 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
is to partner with local/regional/nationally known "Brick and Mortar " retail
and service establishments. These establishments will directly benefit from the
additional profit center as well as increased store traffic and the creation of
customers.
We intend to create, test and refine a business model, processes and systems for
a "Brick and Mortar " based eBay " WE SELL FOR U " broker service that can be
replicated nationally. We envision the service as an additional profit center
and perfect fit within the local, regional, national select retailers and
franchisees facility. Busy people and companies have valuable items that will
sell for the most money over the Internet and they are not likely to sell the
items themselves. People buy things, use them, retire them and potentially
replace them. This is nothing new and will continue as long as we are called
consumers.
- 18 -
The internet is the broadest medium in existence, so if you market something on
the internet, it will have the widest reach globally.
People are busy and are willing to pay for a valuable service and we intend to
service this market place.
We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Managements Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources."
We have no plans to change our business activities or to combine with another
business and are not aware of any events or circumstances that might cause us to
change our plans. We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.
The following description of our business is intended to provide an
understanding of our Company and the direction of our strategy.
STRATEGY AND SERVICE
We believe that there is a strong need for a new innovative approach in
providing service offerings to facilitate brokering 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 is to partner with Local/Regional/Nationally known
"Brick and Mortar " retail and service establishments. To achieve our goal we
intend to develop and refine customer acquisition strategies, establish business
processes and systems documentation. We intend to establish a pilot test site
with a potential "Brick and Mortar " retailer or service company partner to
offer fee based "WE SELL FOR U" broker services creating and managing seller
listings on eBay. WE SELL FOR U Corp. was conceived out of a belief that there
is compelling reasons that people with items to sell would appreciate and use a
Local/Regional/National eBay Broker Service offering "WE SELL FOR U".
Once past the Pilot Phase we intend to develop business processes that would be
replicated Locally/Regionally/Nationwide. The intent is to partner with a "Brick
and Mortar " retailer/service.
Mr. Farmer, our CEO, prior to the November 12, 2007 start up of WE SELL FOR U
Corp. has been instrumental in validating the business concept of WE SELL FOR U
Corp. He has:
Learned as much as possible about eBay, eBay process and Community challenges.
Attended first eBay University class in San Diego June 2000 and again in
Orlando, March 2001 enabling the development of a model consistent with eBay
practices.
Identified and analyzed issues that affect buyers and sellers on eBay.
Evaluated numerous " eBay Power Sellers " and other direct competitors enabling
to collect and implement Best Practices and create Competitive Advantage within
our marketplace.
- 19 -
Defined initial service offerings and eBay identity based on up-front analysis.
Defined Value and Price Point (listing fees and commission) for services.
Defined manual and automated methods/procedures and processes necessary to
market, execute, measure/refine the business.
Continuing information analysis and tuning of the service as experienced,
research/analysis and trends dictate.
Mr. Farmer, our CEO, brings start-up experience, extensive Business, Marketing,
Systems Integration, and Implementation skills.
OTHER STRATEGIES AND PROCEDURES INTENDED:
SELLER SERVICES
Taking digital photos to be used in auction listings Comprehensive Item
Description Questionnaires to assist sellers Template based broker listing
creation and launch Broker management including e-mail correspondence and
billing Transaction settlement between buyers and sellers Professional packing,
insured shipping and tracking
TO ATTRACT e-BAY BUYERS WE INTEND TO CREATE SIGNIFICANT ADDED VALUE AND COMFORT
LEVEL THROUGH:
Comprehensive Item Description in consistent format (based on category) Seller
Certification Buyer Protection Plan Professional Packing and Insured Shipping
Accessibility Commitment Earning an impeccable reputation within eBay community
via Positive eBay Feedbacks
THE MARKET
The following Statistic based on eBay published 3rd Quarter Financial Results
9/30/2007:
Current Number of Confirmed Members (Buyers and Sellers).247.6 Million Worldwide
Total Value of Successful closed Sales between Buyers and Sellers..$14.4 Billion
14% Increase from prior year
95% of eBay Sellers are individuals or small businesses.
60 million number of items on eBay site at any given time, more than 300 times
the number of stock-keeping units in a typical Wal-Mart.
MANAGEMENT
We intend to employ and use consultants to build the corporate infrastructure in
FINANCE, ACCOUNTING, MARKETING, SALES, SOFTWARE, PURCHASING and other
administrative functions.
SALES AND MARKETING
We intend to employ a salaried Vice President of Marketing and Sales whose
responsibility will be to execute the Marketing and Sales Plan.
- 20 -
SHOWS AND ADVERTISING
We intend to augment the marketing and sales of our service via webinar
presentations. (a website method of presentations) that will allow the
utilization of our intended website www.wesellforu.us to present to potential
Local/Regional/National retailers and service prospects.
We intend to advertise in Retailer Trade Journals and the utilization of our
website.
We believe that we will also gain interest from trade journals and consumer
magazines for public relations.
COMPETITION
Our major competitor is eBay and other small competitors that have greater
financial and other resources, experience in market penetration than us.
Management believes that we may be able to distinguish "WE SELL FOR U Corp." by
partnering with Local/Regional/Nationally known retail and service corporations.
Our service is directed to the consumers and small companies with items to sell
who lack the time or know-how to list items on eBay and manage the full
transaction cycle. To our customers, our service will represent a very
professional and liberating replacement of trying to sell their items via garage
sales, classified ads or closeout stores.
STAFFING
As of December 31, 2007, WE SELL FOR U Corp. has no permanent staff other than
its sole officer and director, Edward T. Farmer, who is the President and
Chairman of the company. Mr. Farmer has the flexibility to work on WE SELL FOR U
up to 10 to 25 hours per week. He is prepared to devote more time to our
operations as may be required. He is not being paid at present.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
At present, WE SELL FOR U Corp. has no employees other than its current sole
officer and director, Mr. Farmer, who has not been compensated. There are no
employment agreements in existence. The company presently does not have,
pension, health, annuity, insurance, stock options, profit sharing, or similar
benefit plans; however, the company may adopt plans in the future. There are
presently no personal benefits available to the company's director.
During the initial implementation of our marketing strategy, the company intends
to hire independent consultants to develop its website, rather than hire full
time website development/maintenance employees. We plan on hiring a V.P. of
Marketing and Sales to execute the Marketing and Sales Plan.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the 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.
- 21 -
We are a development stage company organized to develop and provide service
offerings to facilitate brokering 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 is to partner with Local/Regional/Nationally known "Brick and Mortar"
retail and service establishments. These establishments will directly benefit
from an additional profit center, increased store traffic and creation of
customers.
We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concerned opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our service to customers. Accordingly, we must raise cash from sources
other than revenues generated from the proceeds of loans we undertake.
From inception to December 31, 2007, the company's business operations have
primarily been focused on developing our business plan and market research.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. WE SELL FOR U Corp. was incorporated in the State
of Florida in November 12, 2007; we are a development stage company attempting
to enter into the brokering services market, within eBay. We intend to represent
individuals and companies with items to sell. Our intended primary marketing and
business approach will be to partner with local/regional/nationally known, "
Brick and Mortar " retail and service establishments who will directly benefit
from an additional profit center along with increased store traffic, and the
creation of new service centers. We have not generated any revenues from our
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including the financial risks associated with the
limited capital resources currently available to us for the implementation of
our business strategies. (See "Risk Factors" ). To become profitable and
competitive, we must develop the business and marketing plan, execute the plan
and obtain a local/regional/national retail, service partner. Our soul officer
and director undertakes to provide us with initial operating and loan capital to
sustain our business plan over the next twelve (12) month period partially
through this offering and will seek alternative financing through means such as
borrowings from institutions or private individuals.
PLAN OF OPERATION
Over the 12 month period starting upon the effective date of this registration
statement, the company must raise capital in order to complete the Business and
Marketing Plan and to commence the execution.
Since inception November 12, 2007 to, December 31, 2007, WE SELL FOR U Corp. has
spent a total of $ 0.00 on start-up costs. The company has not generated any
revenue from business operations. All proceeds currently held by the company are
the result of the sale of common stock to its officers.
The company incurred expenditures of $ 0.00 for accounting services, the
preparation of audited financial statements and legal services. The company also
had expenditures of $ 0.00 for general administrative costs.
- 22 -
Since inception, the majority of the company's time has been spent refining its
business plan and marketing , conducting industry research, and preparing for a
primary financial offering.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended December 31, 2007,
WE SELL FOR U Corp. issued 12,000,000 shares of common stock to our sole officer
and director for cash proceeds of $0.0005 per share.
As we anticipate needing a minimum of $125,000 in order to execute our business
plan in a meaningful way over the next year, the available cash is not
sufficient to allow us to commence full execution of our business plan. Our
business expansion will require significant capital resources that may be funded
through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments
in order to start executing our Business and Marketing Plan. We anticipate that
receipt of such financing may require granting a security interest in the
service offering, but are willing to grant such interest to secure the necessary
funding.
Through December 31, 2007, we have spent a total of $ 0.00 in general operating
expenses. We raised the cash amounts used in these activities from our officer.
To date, we have managed to keep our monthly cash flow requirement low for two
reasons. First, our sole officer has agreed not to draw a salary until a minimum
of $250,000 in funding is obtained or until we have achieved $500,000 in gross
revenues. Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.
Given our low monthly cash flow requirement and the agreement of our officer,
management believes that, even though our auditors have expressed substantial
doubt about our ability to continue as a going concern, and assuming that we do
not commence our anticipated operations it has sufficient financial resources to
meet its obligations for at least the next twelve months.
In the early stages of our company, we will need cash for completing the
business and marketing plan. We anticipate that during the first year, in order
to execute our business plan to any meaningful degree, we would need to spend a
minimum of $125,000 on such endeavors. If we are unable to raise the funds
partially through this offering we will seek alternative financing through means
such as borrowings from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we expect that we will
seek additional financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our
operations, we may be forced to seek a buyer for our business or another entity
with which we could create a joint venture. If all of these alternatives fail,
we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.
- 23 -
Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues. See
Note 6 of our financial statements.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.
The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:
Name and Address Age Position(s)
- ---------------- --- -----------
Edward T. Farmer 60 President, Secretary/ Treasurer
700 Shadow Bay Way Principal Executive Officer
Osprey, FL 34229 Principal Financial Officer and sole member of
the Board of Directors
The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee or a Nominating Committee, any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.
We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees.
None of our directors is an "audit committee financial expert" within the
meaning of Item 401(e) of Regulation S-B. In general, an "audit committee
financial expert" is an individual member of the audit committee or Board of
Directors who:
- 24 -
o understands generally accepted accounting principles and financial
statements,
o is able to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves,
o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,
o understands internal controls over financial reporting, and
o understands audit committee functions.
Our Board of Directors is comprised of individuals who were integral to our
formation and who are involved in our day to day operations. While we would
prefer that one or more of our directors be an audit committee financial expert,
none of these individuals who have been key to our development have professional
backgrounds in finance or accounting. As with most small, early stage companies
until such time our company further develops its business, achieves a stronger
revenue base and has sufficient working capital to purchase directors and
officers insurance, we do not have any immediate prospects to attract
independent directors. When we are able to expand our Board of Directors to
include one or more independent directors, we intend to establish an Audit
Committee of our Board of Directors. It is our intention that one or more of
these independent directors will also qualify as an audit committee financial
expert. Our securities are not quoted on an exchange that has requirements that
a majority of our Board members be independent and we are not currently
otherwise subject to any law, rule or regulation requiring that all or any
portion of our Board of Directors include "independent" directors, nor are we
required to establish or maintain an Audit Committee or other committee of our
Board of Directors.
WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.
Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer make
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.
- 25 -
Although we have adopted a Code of Ethics and Business Conduct we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.
CODE OF BUSINESS CONDUCT AND ETHICS
In November 2007 we adopted a Code of Ethics and Business Conduct which is
applicable to our employees and which also includes a Code of Ethics for our CEO
and principal financial officers and persons performing similar functions. A
code of ethics is a written standard designed to deter wrongdoing and to promote
o honest and ethical conduct,
o full, fair, accurate, timely and understandable disclosure in
regulatory filings and public statements,
o compliance with applicable laws, rules and regulations,
o the prompt reporting violation of the code, and
o accountability for adherence to the code.
A copy of our Code of Business Conduct and Ethics has been filed with the
Securities and Exchange Commission as an exhibit to our S-1/A filing. Any person
desiring a copy of the Code of Business Conduct and Ethics, can obtain one by
going to Edgar and looking at the attachments to our S-1/A.
BACKGROUND OF OFFICERS AND DIRECTORS
EDWARD T. FARMER, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER
RESUME
EDWARD T. FARMER
2000 to Present, President of limited eBay Trading Assistant Company and Florida
Licensed Realtor since 2004.
Provide Listing and Sales service to homeowners in Osprey and adjoining areas.
Provides Buyer's Agent services primarily to out of state home buyers. Member of
the Association of Realtors. Development of eBay service offerings and support
processes/ in selling many client category items on eBay as well as providing
limited eBay services within the real estate industry.
- 26 -
1981-2000, Creative Guidance, Inc. (Information Technology Industry), Waldwick,
NJ, and Sarasota, Fl office opened in 1997 President, Director
Responsibilities included providing start-up capital, systems/facilities,
product marketing development, product launch, road show introductions and
sales. Grew staff from 2 to 50 Including 12 independent contractors and 10
account mgrs. (sales reps) Grew company revenues to $5 million. Developed
strategic relationship with IBM. Company acquired in 2000 by Essex Technology
Group, Inc.
1976-1981, Lease For Less, Inc. (Auto/Financial Industry), Wayne, NJ, Auto
Leasing Manager
From start-up, grew customer base from 0-220 accounts. Grew lease fleet from
0-425 vehicles. Through automation, increased lessee renewal rate from 47% to
88%.
Education, GM sales Training Center, IBM Exec. Education Training ( Marketing,
Sales/Sales Mgmt., Quality Control, Team Building, Business Management. H.S.
Graduate and Wharton School of Business Presidents Class Course
CONFLICTS OF INTEREST
At the present time, we do not foresee a direct conflict of interest with our
sole officer and director. The only conflict that we foresee is Mr. Farmer's
devotion of time to projects that do not involve us. In the event that Mr.
Farmer ceases devoting time to our operations, he has agreed to resign as an
officer and director.
EXECUTIVE COMPENSATION
SUMMARY OF COMPENSATION
We did not pay any salaries in 2007 or 2008. We do not anticipate beginning to
pay salaries until we have adequate funds to do so. There are no stock option
plans, retirement, pension, or profit sharing plans for the benefit of our
officers and director other than as described herein.
REMUNERATION OF DIRECTORS AND OFFICERS
The following table sets forth the remuneration of our sole director and officer
for the period from inception through December 31, 2007
CAPACITIES IN WHICH AGGREGATE
NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED REMUNERATION
- ------------------ ------------------------- ------------
Edward T. Farmer Sole Executive Officer $0
and Director
We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.
- 27 -
DIRECTOR COMPENSATION
Mr. Edward T. Farmer a member of our Board of Directors is also our executive
officer. We do not pay fees to directors for attendance at meetings of the Board
of Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
EMPLOYMENT AGREEMENTS
At this time, WE SELL FOR U Corp. has not entered into any employment agreements
with our sole officer and director. If there is sufficient cash flow available
from our future operations, the company may in the future enter into employment
agreements with our sole officer and director, or future key staff members.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Florida
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what his ownership will be
assuming completion of the sale of all shares in this offering. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the shares.
- 28 -
Number of Percentage of
Shares After Ownership After
Offering the Offering
Number of Assuming all Assuming all
Name and Address Shares Before of the Shares of the Shares
Beneficial Ownership [1] the Offering are Sold are Sold
- -------------------------- ------------- ------------- ---------------
Edward T. Farmer 12,000,000 16,000,000 75%
700 Shadow Bay Way
Osprey, FL 34229
All Officers and Directors 12,000,000 16,000,000 75%
as a Group (1 person)
_________
[1] The person named above may be deemed to be a "parent" and "promoter" of
our company, within the meaning of such terms under the Securities Act of
1933, as amended, by virtue of his direct and indirect stock holdings. Mr.
Farmer is the only "promoter" of our company.
For the period ended December 31, 2007, a total of 12,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.
Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since he will
continue control our company after the offering, investors in this offering will
be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.
The company is hereby registering 4,000,000 of its common shares, in addition to
the 12,000,000 shares currently issued and outstanding. The price per share is
$0.01 and will remain so unless and until the shares are quoted on the
Over-The-Counter (OTC) Bulletin Board or an exchange. The company may sell at
prevailing market prices or privately negotiated prices only after the shares
are quoted on either the OTC Bulletin Board or an exchange (please see "Plan of
Distribution" below).
The 12,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended December 31, 2007. We issued a total
of 12,000,000 common shares for consideration of $6,000, which was accounted for
as a purchase of common stock.
In the event the company receives payment for the sale of their shares, WE SELL
FOR U Corp. will receive all of the proceeds from such sales. WE SELL FOR U
Corp. is bearing all expenses in connection with the registration of the shares
of the company.
- 29 -
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized number of shares is one hundred million (100,000,000). The
authorized common stock is one hundred million (100,000,000) shares with a par
value of $.0001 for an aggregate par value of ten thousand dollars ($10,000).
* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
* and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Florida for a more complete description of the rights
and liabilities of holders of our securities.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, present
stockholders will own approximately 75% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
REPORTING
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
- 30 -
STOCK TRANSFER AGENT
We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, WE SELL FOR U Corp. will act as its own transfer
agent.
STOCK OPTION PLAN
The Board of Directors of WE SELL FOR U Corp. has not adopted a stock option
plan ("Stock Option Plan"). The company has no plans to adopt a stock option
plan but may choose to do so in the future. If such a plan is adopted, this plan
may be administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. WE SELL FOR
U Corp. may develop an incentive based stock option plan for its officers and
directors and may reserve up to 10% of its outstanding shares of common stock
for that purpose.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.
EXPERTS
Our financial statements have been audited for the period ending December 31,
2007 by Moore and Associates, as set forth in their report included in this
prospectus. Their report is given upon their authority as experts in accounting
and auditing.
- 31 -
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS Audited December 31, 2007
Auditors' Report .......................................................... F-2
Balance Sheet ............................................................. F-3
Statement of Operations ................................................... F-4
Statement of Stockholders' Equity (Deficit) ............................... F-5
Statement of Cash Flows ................................................... F-6
Notes to the Financial Statements ......................................... F-7
F-1
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
TO THE BOARD OF DIRECTORS
WE SELL FOR U CORP.
(A DEVELOPMENT STAGE COMPANY)
We have audited the accompanying balance sheet of We Sell For U Corp. (A
Development Stage Company) as of December 31, 2007, and the related statements
of operations, stockholders' equity and cash flows through December 31, 2007,
and Inception on November 12, 2007 through December 31, 2007. 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 audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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. (A
Development Stage Company) as of December 31, 2007 and the results of its
operations and its cash flows through December 31, 2007, and Inception on
November 12, 2007 through December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has not commenced its planned operations and
has not generated any revenue. This raises substantial doubt as to the Company's
ability to continue as a going concern. Management's plans concerning these
matters are also described in Note 6. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/S/ MOORE & ASSOCIATES,
Moore & Associates Chartered
Las Vegas, Nevada
January 14, 2008
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
--------------------------------------------------
F-2
WE SELL FOR U CORP.
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
As of
Dec 31, 2007
------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents ...................................... $ 6,000
-------
Total current assets ....................................... $ 6,000
-------
TOTAL ASSETS ...................................................... $ 6,000
=======
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
-------
Total liabilities .............................................. -
-------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital Stock (Note 3)
Authorized:
100,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
12,000,000 ................................................. $ 1,200
Additional paid-in capital ................................. 4,800
Deficit accumulated during the development stage ........... -
-------
Total Stockholders' Equity (Deficiency) ........................... 6,000
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................ $ 6,000
=======
F-3
WE SELL FOR U Corp.
(A DEVELOPMENT STAGE COMPANY)
Statement of Operations
For the Period
from inception
November 12,
2007 to
December 31,
2007
--------------
EXPENSES .................................................. $ -
-----------
LOSS FOR THE PERIOD ....................................... $ -
===========
PER SHARE DATA:
Basic and diliuted loss per share ...................... $ 0.00
===========
Common shares outstanding .............................. 12,000,000
===========
F-4
WE SELL FOR U CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Stockholders' Equity (Deficiency)
Deficit
Accumulated
Common Stock Additional During the
------------------ Paid-in Development
Shares Amount Capital Stage Total
---------- ------ ---------- ----------- ------
Inception -
November 12, 2007 ........ - $ - $ - $ - $ -
Common shares issued for
cash at $0.0005 per share 12,000,000 1,200 4,800 - 6,000
Loss for the period ..... - - - - -
---------- ------ ------ ----- ------
Balance -
December 31,2007 ......... 12,000,000 1,200 4,800 - 6,000
---------- ------ ------ ----- ------
F-5
WE SELL FOR U CORP.
(A DEVELOPMENT STAGE COMPANY)
Statement of Cash Flows
For the Period
from inception
November 12,
2007 to
December 31,
2007
--------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period ..................................... $ -
Changes in Operating Assets and Liabilities:
(Increase) decrease in prepaid expenses .............. -
Increase (decrease) in accounts payable .............. -
Increase (decrease) in accrued liabilities ........... -
Increase in short-term note payable (leasehold) ...... -
-------
Net cash used in operating activities ................... -
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash ............................ 6,000
-------
Net cash provided by financing activities ............... 6,000
-------
INCREASE IN CASH AND CASH EQUIVALENTS ...................... 6,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ........... -
-------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................. $ 6,000
=======
Supplemental Cash Flow Disclosures:
Cash paid for:
Interest expense ..................................... $ -
=======
Income taxes ......................................... $ -
=======
F-6
WE SELL FOR U CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(DECEMBER 31, 2007)
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
We Sell For U Corp. (A Development Stage Company) was incorporated on November
12, 2007 under the laws of the State of Florida. It has no operations and in
accordance with SFAS #7 is considered to be in the development stage.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES
Accounting Basis
- ----------------
These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.
Cash and Cash Equivalents
- -------------------------
For the purpose of the financial statements cash equivalents include all highly
liquid investments with maturity of three months or less.
Earnings (Loss) per Share
- -------------------------
The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.
Dividends
- ---------
The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.
Income Taxes
- ------------
The Company provides for income taxes under Statement of Financial Accounting
Standards NO. 109, "Accounting for Income Taxes". SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. No
provision for income taxes is included in the statement due to its immaterial
amount, net of the allowance account, based on the likelihood of the Company to
utilize the loss carry-forward
F-7
Use of Estimates
- ----------------
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 the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Revenue and Cost Recognition
- ----------------------------
The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
NOTE 3. INCOME TAXES
The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.
SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Details for
the last three years follow:
Year Ended December 31 2007
- ---------------------- ----
Deferred Tax Asset
Valuation Allowance
Current Taxes Payable ................... 0.00
------
Income Tax Expense ...................... $ 0.00
======
The Company has filed no income tax returns since inception.
NOTE 4. STOCKHOLDERS' EQUITY
Common Stock
- ------------
For the period ended December 31, 2007, the company received $6,000 contributed
capital from its founder.
For the period ended December 31, 2007, the Company issued 12,000,000 of its
$0.0001 par value common stock for $6,000 cash to the founders of the Company.
F-8
NOTE 5. RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.
NOTE 6. GOING CONCERN
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period November 12, 2007 (date
of inception) through December 31, 2007 the Company has had a net loss of $0. As
of December 31, 2007, the Company has not emerged from the development stage. In
view of these matters, recoverability of any asset amounts shown in the
accompanying financial statements is dependent upon the Company's ability to
begin operations and to achieve a level of profitability. Since inception, the
Company has financed its activities principally from the sale of equity
securities. The Company intends on financing its future development activities
and its working capital needs largely from loans and the sale of public equity
securities with some additional funding from other traditional financing
sources, including term notes, until such time that funds provided by operations
are sufficient to fund working capital requirements.
NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards and their effect on
the Company.
In June 2006, the FASB issued Interpretation No. 48 ("FIN No. 48"), Accounting
for Uncertainty in Income Taxes--an interpretation of FASB Statement No. 109,
which clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. The Interpretation provides a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. Under FIN No. 48,
the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
50% likelihood of being realized upon ultimate settlement. FIN No. 48 also
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. FIN No. 48 was
effective July 1, 2007.
In June 2006, the FASB ratified the Emerging Issues Task Force ("EITF")
consensus on EITF Issue No. 06-2, "Accounting for Sabbatical Leave and Other
Similar Benefits Pursuant to FASB Statement No. 43." EITF Issue No. 06-2
requires companies to accrue the costs of compensated absences under a
sabbatical or similar benefit arrangement over the requisite service period.
EITF Issue No. 06-2 was effective July 1, 2007.
F-9
Staff Accounting Bulletin ("SAB") No. 108, Considering the Effects of Prior Year
Misstatements when Quantifying Current Year Misstatements. SAB No. 108 requires
companies to quantify misstatements using both a balance sheet (iron curtain)
and an income statement (rollover) approach to evaluate whether either approach
results in an error that is material in light of relevant quantitative and
qualitative factors, and provides for a one-time cumulative effect transition
adjustment.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective May 1, 2008.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 gives us the
irrevocable option to carry many financial assets and liabilities at fair
values, with changes in fair value recognized in earnings. SFAS No. 159 is
effective July 1, 2008, although early adoption is permitted.
The FASB has replaced SFAS No. 141 with a new statement on Business Combinations
that changes the way that minority interest is recorded and modified as a
parent's interest in a subsidiary changes.
The adoption of these new Statements is not expected to have a material effect
on the Company's current financial position, results of operations, or cash
flows.
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PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:
SEC Filing Fee and
Printing ............ $ 1,000 *
Transfer Agent ......... 0
-------
TOTAL ............. $ 1,000
-------
* estimate
RECENT SALES OF UNREGISTERED SECURITIES
(a) Prior sales of common shares
WE SELL FOR U Corp. is authorized to issue up to 100,000,000 shares of common
stock with a par value of $0.0001. For the period ended December 31, 2007, we
had issued 12,000,000 common shares to our sole officer and director for a total
consideration of $ 6,000.00.
We SELL FOR U Corp. is not listed for trading on any securities exchange in the
United States, and there has been no active market in the United States or
elsewhere for the common shares.
During the past year, WE SELL FOR U Corp. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:
For the period ended December 31, 2007, WE SELL FOR U Corp. issued 12,000,000
shares of common stock to the sole officer and director for cash proceeds of $
0.0005 per share or $6,000.
EXHIBITS
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- --------------------
3.1 Articles of Incorporation of WE SELL FOR U Corp.*
3.2 Bylaws of WE SELL FOR U Corp.*
4.1 Specimen Stock Certificate of WE SELL FOR U Corp.*
5.1 Opinion of Counsel.*
23.1 Consent of Accountants.*
23.2 Consent of Counsel (included in Exhibit 5.1).*
99.1 Subscription Agreement of WE SELL FOR U Corp.*
______________
* Filed herewith
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(B) DESCRIPTION OF EXHIBITS
EXHIBIT 3.1
Articles of Incorporation of WE SELL FOR U Corp., Inc. dated November 12, 2007
and approved November 12, 2007.
EXHIBIT 3.2
Bylaws of WE SELL FOR U Corp., approved and adopted on November 12, 2007.
EXHIBIT 4.1
Specimen Stock Certificate of WE SELL FOR U Corp.
EXHIBIT 5.1
Opinion of Schneider Weinberger & Beilly LLP dated March 4, 2008.
EXHIBIT 23.1
Consent of Accountants, regarding the use in this Registration Statement of
their auditors' report on the financial statements of WE SELL FOR U Corp. for
the period ending December 31, 2007.
EXHIBIT 23.2
Consent of Schneider Weinberger & Beilly LLP (included in Exhibit 5.1) dated
March 4, 2008.
EXHIBIT 99.1
Subscription Agreement of WE SELL FOR U Corp.
UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and as expressed in the Act and
is, therefore, unenforceable.
The Company hereby undertakes to:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
i. Include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement.
iii. Include any additional or changed material information on the
plan of distribution.
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(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(4) For determining any liability under the Securities Act, treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Company under Rule 424(b)(1) or (4) or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.
(5) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that offering of the securities at that time as the initial bona fide
offering of those securities.
(6) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or otherwise, we have
been advised by the Securities and Exchange Commission that 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 us of expenses incurred or paid by one of our directors,
officers or controlling persons 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, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
us is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to 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 of filing on this Form S-1/A (Amendment No. 2). Furthermore, the
registrant has authorized this registration statement and has duly caused this
Form S-1/A (Amendment No. 2) registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Osprey, Florida, on this day
of March 6, 2008.
WE SELL FOR U Corp.
/s/ EDWARD T. FARMER
----------------
EDWARD T. FARMER
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Know all men by these present, that each person whose signature appears below
constitutes and appoints Edward T. Farmer, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this
Form S-1/A (Amendment No. 2) registration statement has been signed by the
following persons in the capacities and on the dates indicated:
/s/ EDWARD T. FARMER March 6, 2008
----------------
EDWARD T. FARMER
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer