UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(Mark
One)


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


For
the fiscal year ended November 30, 2009





OR




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 For the transition period from
__________to __________.





Commission
File number 333-160570


WECOSIGN,
INC.


(Exact
name of registrant as specified in its charter)




California
              26-1476002(State
      or other jurisdiction
                of
      incorporation or organization)
              (I.R.S.
      Employer
                Identification
      No.)3400
      West MacArthur Blvd, Suite I, Santa Ana,
    CA  92704(Address
      of principal executive offices) (Zip code)Registrant’s
      telephone number, including area code:(714)
      556-6800Securities
      registered pursuant to Section 12(b) of the Act:(Title
      of Class)
              (Name
      of Each Exchange on Which Registered)Common
      Stock, $0.001 par value per share
              OTC
      Bulletin BoardSecurities registered pursuant to
      Section 12(g) of the Act:None





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





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





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





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, in any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes  ̈ No  x










Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈





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





Large
Accelerated Filer  o Accelerated
Filer  ̈Non-accelerated Filer  o  (Do not
check if a smaller reporting company) Smaller reporting company  x





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




As of
November 30, 2009, the last business day of our most recently completed
fourth fiscal quarter, our common stock was not listed on any exchange or
over-the-counter market. The initial listing of our common stock on the OTC Bulletin Board
(“OTCBB”)was effective February 16, 2010, and the aggregate market value
of our common stock held by non-affiliates on that date was zero, based on
2,920,600 shares held by non-affiliates of the registrant as no trade has
occurred since the effective date on the OTCBB. For purposes of the
foregoing calculation only, all directors, executive officers and 5% beneficial
owners have been deemed affiliates.




Number of
shares of the Registrant’s Common Stock outstanding as of January 31, 2010 was
81,932,600, which includes no shares of restricted stock.




DOCUMENTS
INCORPORATED BY REFERENCE






Portions
of the Proxy Statement for the registrant's Annual Meeting of Stockholders to be
held on March 31, 2010 are incorporated by reference into Part III of this
report to the extent described herein.









WECOSIGN,
INC.


FORM
10-K


TABLE OF CONTENTS








PagePART IItem 1.
            Business
            1Item 1A.
            Risk
      Factors
            5Item 1B.
            Unresolved
      Staff Comments
            10Item 2.
            Properties
            10Item 3.
            Legal
      Proceedings
            10Item 4.
            Submission
      of Matters to a Vote of Security Holders
            10Executive
      Officers of the Registrant
            11PART
      IIItem 5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            11Item 6.
            Selected
      Financial Data
            12Item 7.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            13Item 7A.
            Quantitative
      and Qualitative Disclosures about Market Risk
            19Item 8.
            Financial
      Statements and Supplementary Data (see Index to Financial Statements and
      Schedules at page F-1 below)
            19Item 9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            19Item 9A.
            Controls
      and Procedures
            19Item 9B.
            Other
      Information
            21PART
      IIIItem 10.
            Directors
      and Executive Officers and Corporate Governance
            21Item 11.
            Executive
      Compensation
            23Item 12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            24Item 13.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            24Item 14.
            Principal
      Accounting Fees and Services
            25PART
      IVItem 15.
            Exhibits
      and Financial Statement Schedules
            26SIGNATURES
            
            27INDEX
      TO FINANCIAL STATEMENTS AND SCHEDULES
            F-1




i


CAUTIONARY
STATEMENTS AND ASSOCIATED RISKS





In this
Form 10-K report, the terms “WECOSIGNTM,” “WECOSIGN,” “Company,” “we,” “us,”
“ours,” and “our” refer to WECOSIGN, INC.   Statements contained
in this report that are not statements of historical fact should be considered
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (the “Act”). In addition, certain statements in
our future filings with the Securities and Exchange Commission (“SEC”), in press
releases, and in oral and written statements made by us or with our approval
that are not statements of historical fact constitute forward-looking statements
within the meaning of the Act. Examples of forward-looking statements include,
but are not limited to: (i) projections of revenue, income or loss,
earnings or loss per share, the payment or nonpayment of dividends, capital
structure and other statements concerning future financial performance;
(ii) statements of our plans and objectives by our management or Board of
Directors, including those relating to products or services;
(iii) statements of assumptions underlying such statements;
(iv) statements regarding business relationships with vendors, customers or
collaborators; and (v) statements regarding products, their
characteristics, performance, sales potential or effect in the hands of
customers. Words such as “believes,” “anticipates,” “expects,” “intends,”
“targeted,” “should,” “potential,” “goals,” “strategy,” and similar expressions
are intended to identify forward-looking statements, but are not the exclusive
means of identifying such statements. Forward-looking statements involve risks
and uncertainties that may cause actual results to differ materially from those
in such statements. Factors that could cause actual results to differ from those
discussed in the forward-looking statements include, but are not limited to,
those described in Item 1A of Part I, Risk Factors, below. The
performance of our business and our securities may be adversely affected by
these factors and by other factors common to other businesses and investments,
or to the general economy. Forward-looking statements are qualified by some or
all of these risk factors. Therefore, you should consider these risk factors
with caution and form your own critical and independent conclusions about the
likely effect of these risk factors on our future performance. Such
forward-looking statements speak only as of the date on which statements are
made, and we undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which such statement is made
to reflect the occurrence of unanticipated events or circumstances. Readers
should carefully review the disclosures and the risk factors described in this
and other documents we file from time to time with the SEC. We undertake no
obligation, and we disclaim any obligation, to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise.





THIS
FORM 10-K MUST BE READ IN ITS ENTIRETY.





PART
I


Item 1.Business







Overview





WECOSIGN
was incorporated in the State of California on November 24, 2007.  The
WECOSIGN business model is to charge a monthly service fee to applicants of
rental properties (that have poor credit) in exchange for cosigning on their
apartment or rental home lease agreements. The WECOSIGN service now allows
landlords and owners to allow poor credit applicants to apply at their facility.
Using the WECOSIGN service reduces (1) overall vacancy across the board (2)
reduces risk associated with poor credit tenants for landlords (3) finally, our
service helps tenants with poor credit immediately gain access to apartment home
living.  We provide guarantees of monthly rental payments to landlords
on behalf of their tenants. Our exposure to credit loss, in the event of
nonperformance by the tenant, is represented by the amounts stipulated in the
rental contract which has a fixed expiration date that mirror the tenant's lease
term ranging from six months to one year. Commitments made by us to guarantee
lease agreements are first approved through an underwriting process to mitigate
the risk of nonpayment by a tenant. Since many of the guarantees are expected to
expire without being drawn upon, the total guarantee amounts do not necessarily
represent future cash requirements.




1




We
evaluate each applicant's credit and payment worthiness on a case-by-case basis.
The landlord does not pay us any fees for the guarantee. Fees paid by a tenant
to us consist of an up­front $100 application fee, a monthly service fee of
$20, and a recurring monthly fee over the guarantee period which is based on 10%
of the monthly lease cost to the tenant. Application fees paid are fully
refunded by us in the event that an application is denied. Our proprietary
underwriting system is designed to evaluate the potential risk of an applicant
by looking beyond typical screening methods such as today’s FICO credit scores.
Our underwriting system is designed to evaluate an applicant’s actual
performance and other intangible traits rather than relying solely on credit
scores. This system takes into consideration, among other things, an applicant’s
references, employment, time on job, bank account balance, and past rental
payment history. Additionally, our underwriters also take into consideration
particular events in an applicant’s everyday life that could cause credit
problems, such as divorce, employment interruptions, or even death of a
spouse.





To apply
for our services, an applicant only needs to go to our website located at www.WECOSIGN.com,
push the “apply now button” (on the website’s top front page), fill out the
application, and pay a processing fee in the amount of $100.  When the
application is received, our intake personnel will make contact with the client
via telephone and requests faxed copies of: (1) pay stubs, (2) bank statements,
(3) three references, (4) employment history, and (5) rental verification.
Additionally, a client is required to furnish any and all identification
documents such as driver’s license, State I.D. cards, Social Security Cards, and
any and all I-9 documents necessary to establish a legal and positive I.D.
Finally, a client is required to provide three non-related personal references.
Our underwriting department will then contact the applicant and conduct an
interview to inquire about irregularities, if any, within the documents
submitted to us. After verification, we input the information related to the
applicant in our database and evaluate the following;  The applicants’
time on job, bank account, funds on hand, debt ratio, and past rental payment
history to analyze the risk rates. Our evaluation will tell us (a) when and if
the applicant will default, and (b) how well the applicant will perform in his
rental payments.   After a client is approved, they can then select
any facility that they wish to live in.  We then contact the approved
client via telephone, and conduct our final interview explaining what a cosigner
is, and what is expected of them as new tenants. No tenants are admitted without
a final telephone interview. The tenant is then sent a disclosure statement
concerning the monthly charges along with a printed tenant manual for future
reference.





If the
applicant fails our underwriting process, his $100 application fee is refunded
promptly. However, if the application goes through our entire underwriting
process and is approved, the $100 application fee will not be refunded unless
the applicant requests a rescission of his contract with us prior to the
commencing date of such lease.  Under our scoring system, our approval
rate is approximately 83%.




Approved
applicants are responsible for paying rent to their landlord, and paying an
additional monthly service fee to us based on a percentage of their rent. 
The average monthly rent paid by our customers is approximately $1,054 as of
November 30, 2009.  Charging a percentage of the actual rent
automatically makes the fee fair in varying rental priced markets. If pursuant
to a rental facility’s requirement, an applicant is also required to provide a
security deposit or other type of deposit to the property manager of such rental
facility, the tenant needs to make such arrangements. The rental facility, not
WECOSIGN Inc, determines whether the tenant needs to provide a security deposit
based upon their internal operating policies and procedures. Since our business
is limited to providing cosigning services, we are not involved in any
transactions related to providing a security deposit or other type of deposit
for any applicant.




By
allowing tenants approved by us to live in their properties of their choice,
landlords are guaranteed to receive the rent while enjoying an increased
occupancy level. In the event that the tenant defaults on his or her rental
payments, the rental facility has the sole responsibility to collect the missed
rental payments in the same manner as they would do with any other tenants in
default.  The rental facility must apply for and achieve a successful
eviction of such tenant prior to requesting any guarantee payment from
us.  After receiving the formal eviction judgment, the rental facility
needs to notify us of the eviction and then request (via form) the missed rental
payments from us in accordance with the terms and conditions of the Rental
Payment Guarantee Booklet.  Our policy is to act as a guarantor for an
initial term of one year.  After one year, the landlord re-evaluates
the tenant's payment history to determine if a co-signer is still required on
the lease. If the tenant is determined to be in good standing then we will
terminate our service with the tenant.




2




If the
rental facility determines that a co-signer is still required to renew the
tenants lease they will advise the tenant to renew their guarantor service for
another 6 to 12 months.   In the case that the tenant renews our
guarantor services after a period of one year, WECOSIGN will charge the
tenant the same fees. This condition alone is incentive for the tenant
to make his payments timely. The landlord’s incentive for approving a tenant to
terminate cosigning services is to remain competitive with tenants who have a
reliable payment history, thereby discouraging such tenants from seeking out
other rental facilities which do not require a co-signer on the lease agreement.
This is a business decision made by each individual rental facility. To date, we
have maintained “A” rating with the Better Business Bureau.  We
currently act as co-signer in 139 leases from 20 states nationwide. The
forecast number of the customer accounts by the end of 2010 is not proportionate
to the forecast number of our monthly applicants because of the lag time
involved in the process of signing up clients.





Applications
are available at www.WECOSIGN.com,
and potential customers are directed to the website primarily through online
advertising campaigns, along with referrals from our WECOSIGNTM associates and
affiliates (the “WECOSIGNTM Associates and Affiliates”) around the country.
Currently, we have established business relationships with approximately 18
WECOSIGNTM
Affiliates. We do not have any ownership interest in any of our WECOSIGNTM
Affiliates who are independent business entities. The WECOSIGNTM Affiliates are
real estate agents or brokers that direct customers to us through their own
websites.   For each successful application referred by an
Affiliate, we pay referral fees to the Affiliate in the amount of 30% of the
initial application fee. In addition, we will pay the Affiliate 10% of each
established monthly fee from the client, not to exceed a twelve months period.
Tenants and landlords determine, at their sole discretion, whether they will use
and/or accept our co-signing services. The Company does not require
Affiliates to disclose to the tenants and property owners the compensation they
receive from us.





We have
approximately 32 WECOSIGNTM
Associates. The WECOSIGNTM Associates are property managers that currently house
WECOSIGNTM approved tenants, and these WECOSIGNTM Associates provide applications
to potential tenants of their properties. We do not provide any compensation to
any of the WECOSIGNTMAssociates. Aside from recommending our co-signing services to applicants
who do not qualify to rent an apartment, the Associates have no other business
relationships with us.  Our marketing strategy is online driven and
designed to bring traffic to our website where potential customers can fill out
and file their applications. Traffic is primarily generated through online
banner and button ad campaigns on leading industry specific websites (i.e.
www.apartments.com) that attract thousands of prospective customers on a daily
basis. Other avenues to drive traffic to the website include links on our
WECOSIGNTM Associate and Affiliate websites, pay-per-click ad campaigns on
leading search engines, and the maintenance of a search engine optimized website
resulting in high organic search results for specific keywords.





Advertising
in the online space makes up over 90% of our marketing strategy.  For
the year ended November 30, 2009, our website activity was not comparable to the
prior year; however, our website activity for the last six months of fiscal
2009, showed a marked increase of 113% to 706,825 website visits from 332,404
website visits during the first six months of the year.  During the
last six months of fiscal 2009, increased website visits contributed to the
online application growth increasing 55% to 382 applications from 247
applications during first six months of fiscal 2009.   During the
last six months of fiscal 2009, accepted applications increased by 18%, to 213
accepted applications from 180 accepted applications during the first six months
of fiscal 2009.





Our
remaining marketing budget goes towards offline marketing efforts such as print
ads, editorials and advertorials in regionally specific rental magazines, along
with brochures and other handouts in regionally targeted real estate and
property management offices.




3





Our
strategies, implemented in phases, are designed to create widespread awareness
of this national service as well as to escalate demand and acceptance regionally
and nationally. Our first phase involved the creation of a functioning website
with complete information and appropriate marketing/educational material for
inquiry fulfillment. This phase, still in operation, overcomes the lack of
understanding on the part of property managers and/or applicants in how the
guarantor process actually works.  The second phase involved the
development and launch of communication efforts to drive web traffic to the
website through internet media avenues such as Google Ad*words, and specific
banner placement on high traffic renter-related websites. Furthermore,
additional marketing materials are provided to leasing offices for the benefit
of property managers and potential applicants. This effort, in concert with
phase one, coupled with the ongoing building of the Affiliate/Associates
network, is creating a strong base for referrals and word-of mouth advertising,
all working in concert to create the WECOSIGN brand. Additionally, all serve to
educate property managers and applicants as a lack of understanding has posed
the greatest obstacle. Risk exists from the standpoint of competition, so in
order to attract and retain customers and to promote and maintain our brand in
response to competitive pressures, management plans to gradually increase our
marketing and advertising budgets. If we are unable to economically promote or
maintain our brand, our business, results of operations and financial condition
could be adversely affected.





Available
Information





The
Company’s Internet website is http://www.WECOSIGN.com.
The Company will make available, free of charge, the Company’s annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K,
Directors and Officers Forms 3, 4 and 5, and amendments to those reports, as
soon as reasonably practicable after electronically filing such materials with,
or furnishing them to, the Securities and Exchange Commission. The public may
read and copy any materials that the Company files with the Securities and
Exchange Commission at its Public Reference Room at 100 F Street, NE,
Washington, DC 20549 or obtain WECOSIGN information through the Securities and
Exchange Commission’s website at http://www.sec.gov/.





In
addition, the Company will make available, free of charge, the Company’s
Business Code of Conduct and Ethics, Corporate Governance Guidelines and the
written charter of the Audit Committee, each of which is available in print to
any stockholder who requests it by contacting the Secretary of the Company at
3400 W. MacArthur Blvd., Suite I, Santa Ana, CA  92704. Information
contained on the Company’s website is not included as part of, or incorporated
by reference into, this report.





We
included the certifications of the Executive Officers and the Chief Financial
Officer of the Company required by Section 302 of the Sarbanes-Oxley Act of 2002
and related rules, relating to the quality of the Company's public disclosure,
in this report on Form 10-K as Exhibits 32.1 and 32.2.





Where
You Can Find Us





Our
principal executive office is located at 3400 West MacArthur Blvd, Suite I,
Santa Ana, CA 92704, and our telephone number is (714) 556-6800.  The
Company’s Internet website is http://www.WECOSIGN.com.





Employees





As of
November 30, 2009, we have a total of seven (7) employees and plan to employ
more qualified employees as needed in the future.





4




Item
1A.Risk
Factors





Forward
Looking Statements





Certain
written and oral statements made by our Company may constitute "forward-looking
statements" as defined under the Private Securities Litigation Reform Act of
1995. This includes statements made herein, in our other filings with the SEC,
in press releases, and in certain other oral and written
presentations.





Such
forward-looking statements include, but are not limited to, statements
regarding our and their management's expectations, hopes, beliefs, intentions or
strategies regarding the future, including our financial condition, results of
operations, and the expected impact of the Share Exchange on the parties'
individual and combined financial performance. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words “anticipates,” “believes,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,”
“potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and
similar expressions, or the negatives of such terms, may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking.  The forward-looking statements
contained in this report are based on current expectations and beliefs
concerning future developments and the potential effects on the parties and the
transaction. There can be no assurance that future developments actually
affecting us will be those anticipated. These that may cause actual results or
performance to be materially different from those expressed or implied by
these forward-looking statements, including the following forward-looking
statements involve a number of risks, uncertainties (some of which are beyond
the parties' control) or other assumptions.





Actual
results could differ materially from those projected in these forward-looking
statements as a result of these factors, among others, many of which are beyond
our control.  In making these statements, we are not undertaking, and
specifically decline to undertake, any obligation to address or update each or
any factor in future filings or communications regarding our business or
results, and we are not undertaking to address how any of these factors may have
caused changes in information contained in previous filings or communications.
The risks described below are not the only risks we face, and additional risks
and uncertainties may also impair our business operations. The occurrence of any
one or more of the following or other currently unknown factors could materially
adversely affect our business and operating results.





Risk
Factors





The
following risk factors should be read carefully in connection with evaluating
our business and the forward-looking information contained in this Annual Report
on Form 10-K. Any of the following risks could materially adversely affect our
business, operations, industry or financial position or our future financial
performance. While we believe we have identified and discussed below all risk
factors affecting our business that we believe are material, there may be
additional risks and uncertainties that are not presently known or that are not
currently believed to be significant that may adversely affect our business,
operations, industry, financial position and financial performance in the
future.





WE
HAVE A SHORT OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES
FREQUENTLY ENCOUNTERED BY A YOUNG COMPANY.





We were
incorporated in the state of California on November 24, 2007 and
have limited operating history for investors to evaluate the potential of
our business development. We are continuing to build our customer base and our
brand name. In addition, we also face many of the risks and difficulties
inherent in introducing new products and services. These risks include the
ability to:





·        Implement
a larger advertising and marketing plan;




5




·        Maintain
current strategic relationships and develop new strategic
relationships;





·        Respond
effectively to competitive pressures, should they exist.





OUR
OPERATIONS ARE NOT YET, AND HAVE NOT YET BEEN PROFITABLE.





As of the
date of this Form 10-K, we have not yet generated any net
income.  There can be no assurance that we will generate net income in
the future or that we will be able to put in place the financial and
administrative structure necessary to operate as an independent public company,
or that the development of such structure will not require a significant amount
of our management's time and other resources.





IF
OUR UNDERWRITING TECHNIQUES DOES NOT ACCURATELY EVALUATE POTENTIAL DEFUALT
RISKS, THE DEFAULT RATES OF OUR CLIENT MAY EXCEED OUR EXPECTATION AND THEREBY
OUR OPERATING LOSSES MAY EXCEED OUR LOSS RESERVES.





Our
underwriting techniques are designed to evaluate actual performance and human
traits rather than merely compare credit scores. We assign a particular number
to an applicant’s character, ability, time on job, bank account review and past
rental payment history. Additionally, our system also assigns designated numbers
to particular events in an applicant’s everyday life that could cause credit
crisis, such as divorce, loss of job, or death of a providing spouse, etc. Our
system takes into consideration all of these events in evaluating a client’s
application.  However, our scoring system has only operated for a
limited period of time. We do not have a large amount of data to evaluate the
accuracy of our scoring system, however we are growing. If our underwriting
techniques cannot accurately evaluate potential default risks, the default rates
of our clients may be higher than we have expected, and our operating losses may
exceed our loss reserves. As a result, we may not be able to become profitable
and develop our business operations.





IF WE FAIL
TO MAINTIAIN SUFFICIENT LOSS RESERVES, WE MAY NOT CONTINUE OUR BUSINESS
OPERATIONS.





Because
pursuant to our standardized co-sign agreement with rental facilities, in the
event of default and after achieving a successful eviction, the rental facility
can request us to pay the missed rental payments.  As a result,
we need to maintain sufficient loss reserves to cover such missed rental
payments upon defaults. If our liability for missed rental payments exceeds our
loss reserves, our business operation will be interrupted or adversely
affected.





WE
MAY NEED ADDITIONAL CAPITAL TO EXPAND OUR BUSINESS IN THE FUTURE.





Since our
inception, a significant portion of our operating losses have been due to
professional services, including legal, consulting, financial advisory, and
auditing services, in connection with the preparation and filing of the previous
registration statement.  We believe that after the effectiveness of
our previous registration statement, our expenses in professional services fees
will reduce substantially, and given the current condition of our business
growth, we will be able to use cash generated from operations to meet our
short-term and long-term obligations in connection with business marketing,
operation, and development. Although management does not think we need
additional financing given the current condition of our business operations, in
the event market provides us with opportunity for business expansion in large
scale, we may need additional financing for business
expansion.





We cannot
give you any assurance that any additional financing will be available to us, or
if available, will be on terms favorable to us. If adequate additional financing
is not available on acceptable terms, we may not be able to substantially expand
our business operations.




6




WE
MAY NOT BE ABLE TO MAINTAIN CURRENT STRATEGIC RELATIONSHIPS WITH OUR AFFILIATES
AND DEVELOP OUR NEW STRATEGIC RELATIONSHIPS WITH NEW AFFILIATES.





We intend
to expand our business via establishing Affiliates across the country, and a
portion of our future growth is dependent upon new Affiliates which promote our
concept and reputation. To date, we have established business relationships with
approximately 18 WECOSIGNTM
Affiliates. Currently, approximately 11% of our current approved applicants are
referred to us by Affiliates. To attract Affiliates, for each successful
application, we pay referral fees to an Affiliate in the amount of 30% of the
initial application fee, and 10% of each established monthly fee from the
client, not to exceed a 12 month period.





IF
WE CANNOT BUILD OUR BRAND AWARENESS, WE MAY NOT BE ABLE TO MAINTAIN OUR
COMPETITIVE POSITION IN THE MARKET.





Development
and awareness of our brand will depend largely upon our success in increasing
our customer base and potential referral sources through our Affiliates and
Associates. In order to attract and retain customers and to promote and maintain
our brand in response to competitive pressures, management plans to gradually
increase our marketing and advertising budgets. If we are unable to economically
promote or maintain our brand, then our business, results of operations and
financial condition could be adversely affected.





OUR
CURRENT BUSINESS OPEARTIONS RELY HEAVILY UPON OUR KEY EMPLOYEE AND FOUNDER MR.
FRANK JAKUBAITIS.





We have
been heavily dependent upon the expertise and management of Mr. Frank
Jakubaitis, our Chairman and Chief Executive Officer, and our future performance
will depend upon his continued services.  The loss of Mr. Jakubaitis’
services could seriously interrupt our business operations. Although we have
entered into an employment contract with Mr. Jakubaitis, pursuant to which Mr.
Jakubaitis agrees to serve as our full time Chief Executive Officer commencing
April 28, 2009 and Mr. Jakubaitis has not indicated any intention of leaving us,
the loss of his service for any reason could have a very negative impact on our
ability to fulfill our business plan.





OUR
FUTURE GROWTH MAY REQUIRE RECRUITMENT OF QUALIFIED EMPLOYEES.





Although
we have not encountered difficulties in the past in hiring qualified employees
on acceptable terms, in the event of our future growth in administration,
marketing, and customer support functions, we may have to increase the depth and
experience of our management team by adding new highly qualified members in the
areas of customer service management, data analysis and the like. There is no
assurance that we will be able to employ qualified persons on acceptable terms
to support our business growth. Lack of qualified employees may adversely affect
our business development and financial performance.





WE
MAY INCUR ADDITIONAL EXPENDITURES TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE
WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE
ABLE TO ABSORB SUCH COSTS.





We may
incur significant costs associated with our public company reporting
requirements, costs associated with newly applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the SEC. We expect all of these applicable rules and
regulations to significantly increase our legal and financial compliance costs
and to make some activities more time consuming and costly. We also expect that
these applicable rules and regulations may make it more difficult and more
expensive for us to obtain director and officer liability insurance and we may
be required to accept reduced policy limits and coverage or incur substantially
higher costs to obtain the same or similar coverage. As a result, it may be more
difficult for us to attract and retain qualified individuals to serve on our
board of directors or as executive officers. We are currently evaluating and
monitoring developments with respect to these newly applicable
rules.




7


We
estimate that it will cost us approximately $40,000 to retain a PCAOB approved
accountant to audit and review our financial statements for our annual and
quarterly reports under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), additional $30,000 for legal fees for
corporate and securities legal work to comply with rules and regulations
implemented by the SEC, and approximately $10,000 to retain a transfer and Edgar
agent. In addition, we may not be able to absorb these costs of being a public
company which will negatively affect our business operations.





LICENSE(S)
COULD BE REQUIRED ON THE STATE AND/OR FEDERAL LEVEL FOR OUR
BUSINESS.





We are in
the business of providing cosigning services to applicants that have defective
credit seeking a place to live. We are not in the loan business, nor are we in
the business of providing loss protection for property, places, or things. We
only provide rental guarantees for applicants with defective credit on rental
dwellings. We are not aware of any existing licensing requirements and have not
been informed of any license qualification to date that would result in the
necessity of obtaining any operating qualification license to provide our
cosigning services by any state attorney general or Federal mandate. However,
investors should be readily informed that in the event that a license should be
required in any particular state or on a federal level, such license requirement
could or would interrupt our business model in that state on a very significant
level of operation resulting in the loss of income and/or profits or both,
should we fail to qualify for such a license.





THE LIMITED PUBLIC COMPANY EXPERIENCE
OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE
REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.





Ourmanagement team has
smaller reporting company experience, which could impair our ability to
comply with legal and regulatory requirements such as those imposed by
Sarbanes-Oxley Act of 2002. Such responsibilities include complying with federal
securities laws and making required disclosures on a timely basis. Because
WECOSIGN is a smaller reporting company, our senior management may not be able
to implement all programs and policies in an effective and timely manner that
adequately respond to such increased legal, regulatory compliance and reporting
requirements, including the establishing and maintaining internal controls over
financial reporting.  Any such deficiencies, weaknesses or lack of
compliance could have a materially adverse effect on our ability to comply with
the reporting requirements of the Exchange Act, which is necessary to maintain
our public company status. If we were to fail to fulfill those obligations, our
ability to continue as a U.S. public company would be in jeopardy in which event
you could lose your entire investment in our company.





Risk
Related To Our Capital Stock





WE
DO NOT INTEND TO PAY ANY DIVIDENDS TO SHAREHOLDERS.





We have
never declared or paid any cash dividends or distributions on our capital stock.
We currently intend to retain our future earnings, if any, to support operations
and to finance expansion and therefore we do not anticipate paying any cash
dividends on our common stock in the foreseeable future.





The
declaration, payment and amount of any future dividends will be made at the
discretion of the board of directors, and will depend upon, among other things,
the results of our operations, cash flows and financial condition, operating and
capital requirements, and other factors as the board of directors considers
relevant. There is no assurance that future dividends will be paid, and, if
dividends are paid, there is no assurance with respect to the amount of any such
dividend.




8




OUR
CONTROLLING SECURITY HOLDER MAY TAKE ACTIONS THAT CONFLICT WITH YOUR
INTERESTS.





Mr. Frank
Jakubaitis beneficially owns approximately 96.44% of our capital stock with
voting rights.  In this case, Mr. Jakubaitis will be able to exercise
control over all matters requiring stockholder approval, including the election
of directors, amendment of our certificate of incorporation and approval of
significant corporate transactions, and they will have significant control over
our management and policies. The directors elected by our controlling security
holder will be able to significantly influence decisions affecting our capital
structure. This control may have the effect of delaying or preventing changes in
control or changes in management, or limiting the ability of our other security
holders to approve transactions that they may deem to be in their best interest.
For example, our controlling security holder will be able to control the sale or
other disposition of our operating businesses and subsidiaries to another
entity.





OUR
ARTICLESOF
INCORPORATION PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR
EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND
HURT THE INTERESTS OF OUR SHAREHOLDERS BECAUSE CORPORATE RESOURCES MAY BE
EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.





Our
articles of incorporation and applicable California law provide for the
indemnification of our directors, officers, employees, and agents, under certain
circumstances, against attorney's fees and other expenses incurred by them in
any litigation to which they become a party arising from their association with
or activities on our behalf. We will also bear the expenses of such litigation
for any of our directors, officers, employees, or agents, upon such person's
written promise to repay us if it is ultimately determined that any such person
shall not have been entitled to indemnification. This indemnification policy
could result in substantial expenditures by us which we will be unable to
recoup.





We have
been advised that, in the opinion of the SEC, indemnification for liabilities
arising under federal securities laws is against public policy as expressed in
the Securities Act of 1933, as amended (the “Securities Act”), and is,
therefore, unenforceable. In the event that a claim for indemnification for
liabilities arising under federal securities laws, other than the payment by us
of expenses incurred or paid by a director, officer or controlling person
in the successful defense of any action, suit or proceeding, is asserted by a
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 indemnification by us is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue. The legal process relating to this matter if it were to occur is likely
to be very costly and may result in us receiving negative publicity, eitherof which factors is
likely to materially reduce the market and price for our shares, if such a
market ever develops.





YOU
MAY EXPERIENCE DILUTION OF YOUR OWNERSHIP INTEREST BECAUSE OF THE FUTURE
ISSUANCE OF ADDITIONAL SHARES OF OUR COMMON STOCK AND OUR PREFERRED
STOCK.





If market
provides favorable expansion opportunities to our business, we may pursue
substantial business expansion, and may need to obtain financing through
issuance of our authorized but previously unissued equity securities, which will
result in the dilution of the ownership interests of our present
stockholders. We are currently authorized to issue an aggregate of 125,000,000
shares of capital stock consisting of 100,000,000 shares of common stock, par
value $0.001 per share, and 25,000,000 shares of “blank check” preferred stock,
par value $0.001 per share.





We may
also issue additional shares of our common stock or other securities that are
convertible into or exercisable for common stock in connection with hiring or
retaining employees or consultants, future acquisitions, future sales of our
securities for capital raising purposes, or for other business purposes. The
future issuance of any such additional shares of our common stock or other
securities may create downward pressure on the trading price of our common
stock.





9





There can
be no assurance that we will not be required to issue additional shares,
warrants or other convertible securities in the future in conjunction with
hiring or retaining employees or consultants, future acquisitions, future sales
of our securities for capital raising purposes or for other business purposes,
including at a price (or exercise prices) below the price at which shares of our
common stock are currently quoted on the OTCBB.





OUR
COMMON STOCK IS CONSIDERED PENNY STOCKS, WHICH MAY BE SUBJECT TO RESTRICTIONS ON
MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.





WECOSIGN
is subject to the penny stock rules adopted by the SEC that require brokers to
provide extensive disclosure to their customers prior to executing trades in
penny stocks. These disclosure requirements may cause a reduction in the trading
activity of our common stock, which in all likelihood would make it difficult
for our shareholders to sell their securities.





Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system). Penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held
in the customer’s account. The broker-dealer must also make a special written
determination that the penny stock is a suitable investment for the purchaser
and receive the purchaser’s written agreement to the transaction. These
requirements may have the effect of reducing the level of trading activity, if
any, in the secondary market for a security that becomes subject to the penny
stock rules. The additional burdens imposed upon broker-dealers by such
requirements may discourage broker-dealers from effecting transactions in our
securities, which could severely limit the market price and liquidity of our
securities. These requirements may restrict the ability of broker-dealers to
sell our common stock and may affect your ability to resell our common
stock.





Item
1B.Unresolved
Staff Comments





There are
no unresolved Staff Comments.





Item 2.Properties





We lease
approximately 1,800 square feet of office space located at 3400 West MacArthur
Blvd, Suite I, Santa Ana, CA 92704 for our principal executive office. This
lease extends through April 2010 and is currently at $1,200 per
month.  The Company expects that the current leased premises will be
satisfactory until the future growth of its business operations necessitates an
increase in office space.  There is an ample supply of office space in
the Orange County, California area and we do not anticipate a problem in
securing additional space if necessary.




Item
3.Legal
Proceedings





From time to time, we may become involved in
various lawsuits, which arise, in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these
or other matters may arise from time to time that may harm our business. We are
currently not aware of any such legal proceedings or claims against us that we
believe will have a material adverse effect on our business, financial
condition, or operating results.





Item
4.Submission
of Matters to a Vote of Security Holders





No
matters were submitted to a vote of security holders during the fourth quarter
of the fiscal year ended November 30, 2009.





10








Executive
Officers




Pursuant
to General Instruction G(3) of Form 10-K, the following list of executive
officers of the Company as of November 30, 2009 is included as an
unnumbered Item in Part I of this report in lieu of being included in the
Company’s fiscal 2009 Proxy Statement.





Name
            
            Age
            
            PositionsFrank
      Jakubaitis
            
            
            60
            
            Chief
      Executive Officer, Majority Security Holder, Chairman of the Board and
      sole DirectorCarlos
      Padilla
            
            
            47
            
            Chief
      Information OfficerJoseph
      Bennington
            
            
            48
            
            Chief
      Financial Officer





Our
Executive Officers are elected annually by our sole Director and Chairman, Mr.
Jakubaitis. All of our current executive officers are full-time employees
and hold their offices until they resign, are removed by the Board, or his
successor is elected and qualified.   Additional information
required by this item appears following PART III Item 10 of this
report and is incorporated herein by reference.





PART
II






Item
5.Market
for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities





Market
Prices of Common Stock





The
Company’s common stock started trading February 16, 2010 on the Over-the-Counter
Bulletin Board, under the trading symbol of “WECS”.  Because we are
listed on the Over-The-Counter Bulletin Board, our securities may be less
liquid, receive less coverage by security analysts and news media, and generate
lower prices than might otherwise be obtained if they were listed on a NASDAQ
market or other exchange.  To date, our common stock has not traded,
thus no quotations exist.





Holders




According
to records of our transfer agent, at November 30, 2009, we had
57 shareholders of record of our common stock.





Dividends




The
Company has not paid any dividends on its Common Stock and does not expect to do
so in the foreseeable future. The Company intends to apply its earnings, if any,
in expanding its operations and related activities. The payment of cash
dividends in the future will be at the discretion of the Board of Directors and
will depend upon such factors as earnings levels, capital requirements, the
Company's financial condition and other factors deemed relevant by the Board of
Directors.




11





Equity
Compensation Plan Information




We do not
have any stock options nor did we have any stock warrants granted as of November
30, 2009.





Purchases of Equity
Securities




We made
no purchases of our equity securities during the fiscal year ended November 30,
2009.





Unregistered Sales of Equity
Securities and Use of Proceeds


There
were no sales of unregistered Equity Securitiesduring the fourth
quarter of the year ended November 30, 2009.




Item 6.Selected
Financial Data





Summary of Financial
Information





The
following selected financial data for the fiscal years ended November 30,
2009, 2008, and 2007 are derived from our audited financial statements. The
results of operations for past accounting periods are not necessarily indicative
of the results to be expected for any future accounting period. The data set
forth below should be read in conjunction with “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” our financial
statements and the related notes.





Summary
of Statements of Operations Data





Fiscal
      Year EndedNovember 30,
              2009
            
            
            November 30,
              2008Revenue
            
            $
            142,820
            
            
            $
            3,538Cost
      of Revenue and Operating Expenses
            
            
            803,348
            
            
            
            184,404Income
      (loss) from Operations
            
            
            (660,528
            )
            
            
            (180,866
            )Other
      Income and Expenses
            
            
            (3,383
            )
            
            
            301Net
      income (loss)
            
            $
            (663,911
            )
            
            $
            (180,565
            )Net
      income (loss) per share:Basic
            
            $
            (0.01
            )
            
            $
            (0.00
            )Diluted
            
            $
            (0.01
            )
            
            $
            (0.00
            )Weighted
      average shares used in the computation of net income (loss) per
      share:Basic
            
            
            80,992,450
            
            
            
            79,186,126Diluted
            
            
            80,992,450
            
            
            
            79,186,126




Summary
      of Balance Sheets Data
            
            November 30,
              2009
            
            
            November 30,
              2008Current
      Assets
            
            $
            310,837
            
            
            $
            7,180Total
      Assets
            
            
            348,350
            
            
            
            17,383Total
      Liabilities
            
            
            224,461
            
            
            
            67,198Total
      Stockholders’ Equity (Deficit)
            
            
            123,889
            
            
            
            (49,815
            )Total
      Liabilities Stockholders’ Equity (Deficit)
            
            $
            348,350
            
            
            $
            17,383





12




Item 7.Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





The
following plan of operation provides information which management believes is
relevant to an assessment and understanding of our results of operations and
financial condition. The discussion should be read along with our financial
statements and notes thereto. This section 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. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from our predictions. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of certain factors including, but not limited to, those
discussed in Item 1A (Risk Factors) of Part I of this Annual Report on
Form 10-K.





Overview





We help
prospective renters with poor credit by acting as their cosigner on an apartment
or house rental agreement. We provide the service of acting as the guarantor for
a renter by cosigning on their lease agreement in exchange for a monthly fee,
enabling rental applicants with low FICO scores to bypass the strict
qualifications that many property owners enforce. Landlords currently face high
levels of vacancy in their properties because of the recent nationwide increase
in apartment construction, along with a simultaneous decrease in the number of
qualified rental applicants. Landlords predominantly use the FICO credit scoring
system as a tool to screen potential tenants, since this has long been a widely
accepted method of evaluation. This system saves landlords time by standardizing
their application process and reducing personal interaction with renters, but it
has also resulted in a growing number of applicants that fail to qualify for
rental properties, since poor credit scores have become a problem for a large
number of Americans in recent years.  We help both tenants and
property owners solve the problem of poor credit in the rental market. We allow
landlords to fill vacancies in their property without having to worry about an
applicant's FICO score or their potential risk for default, and enables tenant
with poor credit to qualify for properties that would otherwise reject
them.





Targeted
Customers:A majority of rental property owners rely on FICO credit
scores to approve or deny their new applicants, and once a tenant has a blemish
on their credit history it can be a struggle to improve their score and qualify
for a lease.  Our customers are renters with imperfect credit that
don't meet the strict requirements for a typical apartment application because
of their low FICO scores. Our proprietary underwriting techniques allow the
company to determine which applicants are likely to become financially
responsible tenants, despite their inability to meet the necessary FICO
requirements for a particular rental property. There are a variety of factors
that can contribute to a rental applicant's negative FICO score including
divorce, personal bankruptcy, or late bill payments. And often times just one of
these factors can negatively affect someone's FICO score for years and make it
extremely difficult to gain approval on a lease agreement for a rental property.
We recognize that this score does not necessarily reflect the most current or
accurate financial picture of a potential tenant, or their ability to pay the
rent each month.





Operations:Our revenue comes from the collection of the application fee, and the
monthly recurring service fee paid by approved customers currently living in
rental housing. The application fee is $100 and the monthly service fee is 10%
of a customer’s monthly rent plus $20. The applicant is responsible for paying
rent to the property owner, and our service fee is collected directly from the
applicant’s credit or debit card account on the 1st of
each month. After one year, the applicant’s payment history is reviewed to
determine if a cosigner is still necessary, or if we will continue to retain the
applicant for another 12 months with a new fee structure reflecting a reduced or
elevated concern of the applicant’s financial situation.  We currently
have 139 approved customer accounts that we collect a service fee from each
month, and new applications have increased by 15% monthly since the start of
2009. The twelve month average of new monthly applications exceeded 48 at $100
each as of the date hereof. Our total revenue has increased an average of 22%
per month since November of 2008 and figures in recent months have exceeded 12%.
We have developed and refined proprietary underwriting techniques to greatly
reduce the risk of default among approved applicants.




13





Prospects:The future of the market for co-signing services in the United States
appears strong for a variety of factors. Vacancy rates across the country are
likely to stay at high levels as renters continue moving back in with family or
other roommates in order to lower costs, leaving property owners with empty
units. In addition, many current homeowners are now looking to rent their own
unsold properties which will create even more vacancies in the rental market.
Meanwhile, current unemployment rates and personal bankruptcies will create a
large number of potential renters in the future that will suffer from low FICO
scores and struggle to gain approval on many lease agreements. These factors
point to an increasing need in the future among property owners to fill
vacancies, while many renters will likely need assistance with their poor credit
in order to successfully gain approval to live in these
properties.  We plan to expand our operations nationwide through the
WECOSIGNTM Affiliates and Associates in 2010.  There are currently 18
Affiliates and 32 Associates that are working to bring in new applicants around
the country, and we plan to add an additional 30 Affiliates and 40 Associates
through the end of 2010. This expansion, increased online traffic, and referrals
from current customers and property owners are likely to help us reach our
projected goals of 100 applications per month, and a total of 300 approved
applicants living in rental properties by the end of 2010.  It takes
an individual many years to substantially improve his or her FICO credit scores.
Therefore, our market capacity will not materially shrink as the economy
improves. Even if the economy improves, there will always be a need for our
services since bad credit transcends all socioeconomic status.





Competition:We believe we are the first to market the business model of providing
cosigning services for rental applicants, and have a trademark with the United
States Patent and Trademark Office. Specifically, the trademark is a service
mark that protects the name of WECOSIGNTM as being the first company that
was engaged in providing cosigning services to tenants on a nationwide
basis.  Although there are no barriers to entry to compete with us,
our management is not aware of and our customers and Affiliates have not
informed us of any competition currently providing cosigning services similar to
ours.





Trademarks and
Copyrights:WECOSIGNTM is
now a U.S. Service Mark. We have not applied for a patent application for our
propriety underwriting techniques and do not intend to do so at this time. Our
management considers our service mark, and future similar intellectual
property critical to our business, so we intend to take steps to protect our
intellectual property rights. However, effective trademark and other
intellectual property may not be available in every country where we intend to
sell our products and services online.





Affiliates that
house our applicant tenants:We intend to expand our business via
establishing WECOSIGN.TM
Affiliates across the country, and a portion of our future growth is dependent
upon new affiliates which promote our concept and reputation. To attract
Affiliates, for each successful application, we pay referral fees to an
Affiliate in the amount of 30% of the initial application fee, and 10% of each
established monthly fee from the client, not to exceed a twelve (12) months
period.





To date,
the number of application for our cosigning services stands at approximately 52
per month, after a running history of twelve months.





Critical
Accounting Policies





Estimates:Our discussion and analysis
of our financial condition and results of operations are based on our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States
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
revenues and expenses during the reporting period. By their nature, these
estimates and judgments are subject to an inherent degree of uncertainty. We
review our estimates on an on-going basis, including those primarily related to
guarantee obligations, the fair value of stock-based compensation and valuations
on deferred tax assets. We base our estimates on our historical experience,
knowledge of current conditions and our beliefs of what could occur in the
future considering available information. Actual results may differ from these
estimates, and material effects on our operating results and financial position
may result. We believe the following critical accounting policies involve our
more significant judgments and estimates used in the preparation of our
financial statements.




14





Revenue
Recognition: We
generate revenue through subscriptions and recognize revenue in accordance with
Accounting Standards Codification (“ASC”) 605, formerly Staff Accounting
Bulletin No. 104, Revenue Recognition, which superseded Staff Accounting
Bulletin No. 101, Revenue Recognition in Financial Statements. ASC 605 requires
that four basic criteria must be met before revenue can be recognized: (1)
persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the
selling price is fixed and determinable; and (4) collectability is reasonably
assured.  Determination of criteria (3) and (4) are based are based on
management's judgments regarding the fixed nature of the selling prices of the
products delivered and the collectability of those
amounts.   Application fees received from customers during the
underwriting process are fully refundable if the application is denied; such
fees are included in the guarantee liability. Also upon closing, the Company
records a receivable for the required payments due under the contract with a
corresponding increase in the guarantee liability, which represents our
stand-ready obligation. Additionally, all application fees are also recorded as
a stand-ready obligation. Revenues are recorded when the four conditions are
met, which is based on the period the guarantee lapses. When a tenant defaults
and ceases to pay its monthly fees, revenue recognition is ceased and provision
for loss is evaluated. If additional liability is required, we charged the
expected loss to expense.





Cost of
Revenue:  The Company's Cost of Revenue consists primarily of costs
for tenant defaults, allocated salaries, allocated rent, and other expenses
directly related to the production of Revenue.





Long-lived
Assets:We
continually monitor and review long-lived assets, including fixed assets and
intangible assets, for impairment whenever events or changes in circumstances
indicate that the carrying amount of any such asset may not be recoverable. The
determination of recoverability is based on an estimate of the cash flows
expected to result from the use of an asset and its eventual disposition. The
estimate of cash flows is based upon, among other things, certain assumptions
about expected future operating performance, growth rates and other factors. If
the sums of the cash flows are less than the carrying value, we recognize an
impairment loss, measured as the amount by which the carrying value exceeds the
fair value of the asset.





Accounting for
Income Taxes:We follow ASC 740-10,
formerly SFAS No. 109, “Accounting for Income Taxes” for recording the provision
for income taxes.  Deferred tax assets and liabilities are computed
based upon the difference between the financial statement and income tax basis
of assets and liabilities using the enacted marginal tax rate applicable when
the related asset or liability is expected to be realized or
settled.  Deferred income tax expenses or benefits are based on the
changes in the asset or liability each period.  If available evidence
suggests that it is more likely than not that some portion or all of the
deferred tax assets will not be realized, a valuation allowance is required to
reduce the deferred tax assets to the amount that is more likely than not to be
realized.  Future changes in such valuation allowance are included in
the provision for deferred income taxes in the period of change.





Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate.  Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.





Upon
incorporation, we adopted ASC 740-10-55, formerly FASB Interpretation No. 48
“Accounting for Uncertainty in Income Taxes,” which prescribes a comprehensive
model for the financial statement recognition, measurement, classification and
disclosure of uncertain tax positions. The adoption and continued application
did not have an impact on the Company’s financial statements.




15




Guarantees: The Company provides
guarantees to landlords on behalf of their tenants.  Such guarantees
generally cover the monthly rent payable by the tenant. The Company’s exposure
to credit loss, in the event of nonperformance by the tenant, is represented by
the amounts stipulated in the rental contract.  Commitments made by
the Company to guarantee lease agreements are first approved through an
underwriting process which is there to mitigate the risk of nonpayment by a
tenant. The Company’s guarantees generally have fixed expiration dates which
mirror the tenant’s lease term which range from six months to a
year.  Since many of the guarantees are expected to expire without
being drawn upon, the total guarantee amounts do not represent future cash
requirements. The Company evaluates each customer’s credit and payment
worthiness on a case-by-case basis. The landlord does not pay the Company a fee
for the guarantee. Fees paid by tenants to the Company consist of up-front $100
application fee, a monthly service fee of $20, and a recurring monthly fee over
the guarantee period, which is based on 10% of the monthly lease cost to the
tenant. Application fees paid are fully refundable by the Company in the event
an application is denied.





When we
provide a guarantee to the landlord, we record the receivable for the payments
to be received by us from the tenant.  We view this as our stand-ready
obligation, which we believe represents the estimated fair value of such
guarantees.  Additionally, all application fees are also recorded as a
stand-ready obligation.  Changes in fair value of these guarantees
will be recorded in operations.  We immediately charge-off all
specific leases that have defaulted as an operating
expense.  Additionally, at the end of the reporting period, we
comply with the guidance in ASC 450-20-25 (formerly SFAS 5) and ASC 460-10
(formerly FIN 45) by reviewing all of our tenants under contract to determine if
there is a probable chance of a default, and if so, provide a
reasonable estimate for losses.





The
Company obtains full recourse for its damages against the tenant under its
assigned judgment agreement with the landlord. Recourse amounts include rental
payments, processing fees and the Company’s legal fees incurred to obtain
reimbursement. Per the Landlord Rental Payment Guarantee, the Company is not
liable for any loss caused by or resulting from (a) constructive eviction (b)
out of pocket costs incurred by the owner/agent, including but not limited to
reasonable attorney’s fees, administrative fees, and management fees. In
addition, the Company will have no obligation to provide a defense to /or defend
the owner/agent against any claims made in connection with the lease. To date,
we have not recorded a receivable for these potential reimbursements and,
accordingly, any provision to establish liabilities is charged to
expense.  We will assess our losses more precisely as we obtain
additional information such that our provisions for losses are more closely
aligned with our actual and expected losses.





Stock-Based
Compensation:We follow ASC
718  Compensation –
Stock Compensation, formerly SFAS No. 123(R), which establishes standards
for the accounting of all transactions in which an entity exchanges its equity
instruments for goods or services, including transactions with non-employees and
employees. ASC 718 requires an entity to measure the cost of non-employee and
employee services received in exchange for an award of equity instruments,
including stock options, based on the grant date fair value of the award, and to
recognize it as compensation expense over the period service is provided in
exchange for the award, usually the vesting period. The value of the portion of
the award that is ultimately expected to vest is recognized as expense over the
requisite service periods in our statement of operations.  Our
accounting policy for equity instruments issued to consultants and vendors in
exchange for goods and services follows the provisions of ASC 718 (Emerging
Issues Task Force (“EITF”) 96-18, “Accounting for Equity Instruments That are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services”).  The measurement date for the fair value of the equity
instruments issued is determined at the earlier of (i) the date at which a
commitment for performance by the consultant or vendor is reached or (ii) the
date at which the consultant or vendor's performance is complete.  In the
case of equity instruments issued to consultants, the fair value of the equity
instrument is recognized over the term of the service period.




Fees Paid to
Affiliates: As of December 30, 2008, the Company began paying a $30
finder’s fee to affiliates for each approved application they refer to the
Company. In addition, the Company pays the Affiliate 10% of each established
monthly fee that is received from the tenant.  Fees paid to Affiliates
amounted to approximately $1,864 during the twelve months ended November 30,
2009 and were expensed as Cost of Revenue since they were deemed insignificant. However,
prospectively such costs will be capitalized and amortized over a period which
is expected to be consistent with the related tenant revenue
earned.





16





Results of
Operations




Twelve months ended November 30, 2009
compared to the twelve months ended November 30, 2008. .The
following tables and narrative discussion set forth key components of our
results of operations for the periods indicated, in dollars.


Fiscal Year
      Ending
              
              
              Period-to-Period$ Change
              
              
              Period-to-PeriodPercentage Change2009
              
              
              2008
              
              
              2009 to2008
              
              
              2009 To2008Revenues
              
              $
              142,820
              
              
              $
              3,538
              
              
              $
              139,282
              
              
              
              3937
              %Cost of
      Revenue
              
              
              104,350
              
              
              
              16,181
              
              
              
              88,169
              
              
              
              545
              %Gross
      Profit (Loss)
              
              
              38,470
              
              
              
              (12,643
              )
              
              
              51,113
              
              
              
              404
              %Operating
      Expenses:G.
      &A. Professional Fees
              
              
              243,286
              
              
              
              8,336
              
              
              
              234,950
              
              
              
              3818
              %G.
      & A.  Salaries
              
              
              280,658
              
              
              
              91,163
              
              
              
              189,495
              
              
              
              208
              %G.
      & A.  Other
              
              
              95,280
              
              
              
              46,783
              
              
              
              48,497
              
              
              
              104
              %G.&A.
      Subtotal
              
              
              619,224
              
              
              
              146,282
              
              
              
              472,942
              
              
              
              323
              %Sales
      and Marketing
              
              
              79,774
              
              
              
              21,941
              
              
              
              57,833
              
              
              
              264
              %Total
      Operating Expenses
              
              
              698,998
              
              
              
              168,223
              
              
              
              530,775
              
              
              
              316
              %Loss from
      Operations
              
              
              (660,528
              )
              
              
              (180,866
              )
              
              
              479,662
              
              
              
              265
              %Other
      Income & Expense:Other
      Income
              
              
              1,570
              
              
              
              495
              
              
              
              1,075
              
              
              
              217
              %One-Time Interest
      Expense
              
              
              (4,953
              )
              
              
              (194
              )
              
              
              4,759
              
              
              
              2,453
              %Total
      Other Income and (Expense)
              
              
              (3,383
              )
              
              
              301
              
              
              
              3,684
              
              
              
              1,224
              %Net Income
      (Loss)
              
              $
              (663,911
              )
              
              
              (180,565
              )
              
              
              483,346
              
              
              
              268
              %Net Loss Per Common Share –
      Basic & Dilutive
              
              
              (0.01
              )
              
              
              (0.00
              )
              
              
              (0.01
              )Weighted
      Average Number of Common Shares
              
              
              80,992,450
              
              
              
              79,186,126
              
              
              
              1,806,324
              
              
              
              2
              %Employees
      at fiscal year-end
              
              
              7
              
              
              
              2






Executive
Summary





The
Company reported a net loss of $663,911 or $.01 per common share, for 2009,
which included gross profit of $38,470. As of November 30, 2009, the Company’s
accumulated deficit totaled $924,726. During the fiscal year 2009, the Company
used $528,908 of cash for operations. At February 22, 2010, we had cash and cash
equivalents of approximately $107,000 and accounts payables of approximately
$25,000.  We will continue to review and evaluate various marketing
strategies to increase sales and other alternatives to streamline our
operations, improve efficiencies and reduce costs.





Revenue:During
the twelve months ended November 30, 2009, we generated $142,820 in revenues.
The increase in revenues from the comparable 2008 was directly related to the
commencement of operations subsequent to that period.





Cost of
Revenue:Our cost of revenue was $104,350 during the twelve
months ended November 30, 2009, which primarily consisted of guarantee
obligations reserves for defaulting tenants, underwriting
payroll, and facilities.  This increase is primarily attributable to
the commencement of operations.




17




General and
Administrative:Our general and administrative professional
fees of $243,280 during the twelve months ended November 30, 2009, primarily
consisted of fees incurred in connection with preparing the Company’s
registration statement. During the twelve months ended November 30, 2009,
professional fees consisted of $88,000 to Triton Capital for investment banking
services, and $65,000 in cash and $25,000 in common stock to Anslow &
Jaclin, LPP for legal services rendered. Additional professional fees paid
during the fiscal year ending November 30, 2009 amounting to approximately
$56,000 for audit and review services. Our general and administrative consisted
of allocated salaries of approximately $281,000. Additional amounts
primarily consisted of supplies, depreciation, allocated rent and
utilities.  The total general and administrativeincrease
of $472,942, or 323%, between the twelve months ended November 30, 2009 the same
period in 2008 was primarily attributable to the increase in expense due to fees
incurred in connection with preparing the Company’s registration statement and
the commencement of operations.





Sales &
Marketing:Our Sales & Marketing expense of $79,774 during
the twelve months ended November 30, 2009, primarily consisted of allocated
payroll, marketing, supplies, and allocated rent. The increase of $57,833, or
264%, between the twelve months ended November 30, 2009 the same period in 2008
was primarily attributable to the increase in staffing due to the commencement
of operations.





Liquidity and Capital
Resources





During
the twelve months ended November 30, 2009, we have generated cash from financing
activities totaling approximately $752,615 in the form of equity securities and
capital contributions. Although we intend to fund our future growth with equity
financing, we may have to curtail our operating plans and rely on funds to be
generated from operations if we are unable to raise such capital. We fully
expect to significantly improve upon our prior 2009 performance with an
increased penetration of the large national rental market, further penetrate
their existing property management customer base, develop streamlined screening
processes, and taking steps to identify and eliminate all other non-essential
operating costs. Based upon our 22% average monthly growth rate we are
projecting profitable operations by second quarter 2010.  In the mean
time, we may require additional equity as well as reductions of expenses,
including officer’s compensation, to reduce overhead. We will continue to
monitor our expenditures and cash flow position and we are presently long-term
debt free. We do not believe that we shall be forced to enter into any long or
short term debt arrangements.




For the Year
              Ended November
              30,
      2009
            
            
            For the Year
              Ended November
              30,
      2008Net
      cash used in operating activities
            
            $
            (528,908
            )
            
            $
            (67,953
            )Net
      cash used in investing activities
            
            
            (34,185
            )
            
            
            (11,567
            )Net
      cash provided by financing activities
            
            
            752,615
            
            
            
            85,700Net
      increase in cash and equivalents
            
            
            189,522
            
            
            
            6,180Cash
      and equivalents, beginning of period
            
            
            6,180
            
            
            
            -Cash
      and equivalents, end of period
            
            $
            195,702
            
            
            $
            6,180





Operating
Activities:





Cash used
in operating activities was $528,908 for the twelve months ended November 30,
2009 compared to $67,953 for the same period in 2008. Operating cash flows for
both periods reflect primarily our net loss for both periods with minimal
non-cash add backs related to the fair value of common stock issued for
services, services contributed and depreciation.  During the first
quarter of 2010 and thereafter, we expect to greatly reduce our cash used in
operations.




18





Investing
Activities:





Cash used
in investing activities was $34,185 for the twelve months ended November 30,
2009 compared to $11,567 for the same period in 2008. Investing cash flows for
both periods reflect primarily purchases of capital assets, such as furniture
and fixtures, used in our operations.





Financing
Activities:


Cash
provided by financing activities were $752,615 for the twelve months ended
November 30, 2009 compared to $85,700 for the same period in 2008. Cash flows
provided during the twelve months ended November 30, 2009, related to proceeds
received under convertible notes payable of $253,000, proceeds from the sale of
our common stock of $329,615, and proceeds from the Company CEO’s capital
contribution of $150,000. These funds were needed to fund our operations and
retain a minimum level of liquidity.





Contractual
Obligations and Contingent Liabilities and Commitments:The
Company leases its facility under non-cancelable operating lease arrangements
for office space to serve as its corporate office in Santa Ana, California. The
lease will expire at April 29, 2010 and has a rental rate of approximately
$1,200 per month. The lease agreement required a security deposit of
$1,200.  The following table summarizes future minimum payments for
this lease as of November 30, 2009:





FY
      2010
            
            
            FY
      2011
            
            
            FY
      2011Operating
      Leases
            
            $
            6,000
            
            
            $
            0
            
            
            $
            0




Off-Balance Sheet
Arrangements:We have no off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect on the small
business issuer’s financial condition, changes in financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources.




Item 7A.Quantitative
and Qualitative Disclosures About Market
Risk






Market Risk
Disclosures




We do not
enter into derivative financial instruments for trading, speculation or other
purposes that would expose the Company to market risk.




Item 8.Financial Statements And
Supplementary Data


The
financial statements required by this item are included in Part IV,
Item 15 of this Annual Report on Form 10-K and are presented beginning on
page F-1.




Item 9.  Changes In
And Disagreements with Accountants On Accounting  And Financial
Disclosure




Not
applicable.




Item 9A.  Controls And
Procedures






The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over
financial reporting is a process designed under the supervision of the Company’s
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.




19




As of
November 30, 2009, we are in the process of assessing the effectiveness of the
Company’s internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in SEC guidance
on conducting such assessments.  Based on our preliminary evaluation, we
concluded that, during the period covered by this report, such internal controls
and procedures were not effective to detect the inappropriate application of US
GAAP rules as more fully described below. This was due to the size of the
deficiencies that existed in the design or operation of our internal control
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.





The
matters involving internal controls and procedures that the Company’s management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee and
lack of a majority of outside directors on the Company's board of directors,
resulting in ineffective oversight in the establishment and monitoring of
required internal controls and procedures; (2) inadequate segregation of duties
consistent with control objectives; (3) insufficient written policies and
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure requirements; and (4)
ineffective controls over period end financial disclosure and reporting
processes. The aforementioned material weaknesses were identified by the
Company's Chief Financial Officer in connection with the review of our financial
statements as November 30, 2009 and communicated the matters to our
management.   Management believes that the material weaknesses
set forth in items (2), (3) and (4) above did not affect the Company's financial
results. However, management believes that the lack of a functioning audit
committee and lack of a majority of outside directors on the Company's board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures can affect the Company's
results and its financial statements for the future years.




We are
committed to improving our financial organization. As part of this commitment,
we will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to the Company: i)
Appointing one or more outside directors to our board of directors who shall be
appointed to the audit committee of the Company resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures; and ii) Preparing and
implementing sufficient written policies and checklists which will set forth
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure
requirements.





Management
believes that the appointment of one or more outside directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on the
Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.





We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.





Changes in
Internal Control:There have been no changes in our internal
control over financial reporting identified in connection with the evaluation
required by paragraph (d) of Rules 13a-15 or 15d-15 under the Exchange Act that
occurred during the Company’s  last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.




20




Limitations on
Effectiveness of Controls:The Company’s management, including
its Chief Executive Officer and Chief Financial Officer, does not expect that
its disclosure controls and procedures or its system of internal control over
financial reporting will prevent or detect all errors and all fraud. A control
system, no matter how well designed or operated, can provide only reasonable,
but not absolute, assurance that the objectives of the system of internal
control are met. The design of the Company’s control system reflects the fact
that there are resource constraints, and that the benefits of such control
system must be considered relative to their costs. Further, because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control failures and instances of fraud, if
any, within the Company have been detected.




These
inherent limitations include the realities that judgments in decision-making can
be faulty and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the intentional acts of
individuals, by collusion of two or more people, or by management override of
the controls. The design of any system of controls is also based in part on
certain assumptions about the likelihood of future events, and there can be no
assurance that the design of any particular control will always succeed in
achieving its objective under all potential future conditions.


Item 9B.OTHER
INFORMATION




Not
applicable.





PART
III


Item 10.  DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE




Directors,
Executive Officers, Promoters and Control Persons:Pursuant to
General Instruction of Form 10-K, the following list of executive officers of
the Company as of November 30, 2009 is included here in this report in lieu
of being included in the Company’s fiscal 2009 Proxy Statement.





Name
            
            Age
            
            Positions
            
            Year
      JoinedFrank
      Jakubaitis
            
            60
            
            Chief
      Executive Officer, Majority Shareholder,
              Chairman
      of the Board and sole
      Director
            
            2005Carlos
      Padilla III
            
            47
            
            Chief
      Information
      Officer
            
            2005Joseph
      Bennington
            
            48
            
            Chief
      Financial
      Officer
            
            2009






The
Executive Officers were elected annually by our sole Director and Chairman, Mr.
Jakubaitis.  The OTCBB on which we plan to have our shares of common stock
quoted does not have any director independence
requirements.  Currently we have only two officers and one director
and will seek to add additional officer(s) and/or director(s) as and when the
proper personnel are located and terms of employment are mutually negotiated and
agreed, and we have sufficient capital resources and cash flow to make such
offers.  All of our current executive officers are employees and hold
their offices until they resign, are removed by the Board, or his successor is
elected and qualified.





Frank Jakubaitis, Age 60, Chairman
and Chief Executive Officer:Mr. Jakubaitis has been serving
as our Chairman and CEO since 2005. From 2000 to 2005, Mr. Jakubaitis developed
an acrylic based multi-color book shelf speaker. This company and its
intellectual property were later sold to a wakeboard speaker company in
2004.   From 1995 to 1999 he was employed by “e-books in a box,”
where he developed digital rights management for MP-3 files that applied new
water mark techniques.   In 1995, Mr. Jakubaitis developed what
is known today as the “Apple Pre-Paid Music Card” and filed a patent on his
creation.  In 1992, he pioneered and developed magnetic ID cards for
the automobile insurance industry and received a publisher’s honorable award in
the “Insurance Journal” for that year.  Mr. Jakubaitis is a fellow
member of the Audio Engineering Society, Member of the Institute of Electrical
and Electronics Engineers, and Member of the United Inventors Association of the
United States. Mr. Jakubaitis attended law school in California.




21




Carlos Padilla III, Age 47, Chief
Information Officer:Mr. Padilla has been serving as our Chief
Information Officer since 2005. From 1997 to 2007, Mr. Padilla worked with
Rockwell Semiconductor Systems, Conexant Systems Inc., Mind-Speed Technologies
Inc., and Skyworks Solutions Inc.  While at Rockwell Semiconductor
Systems, he tested software and hardware for the V.32, V.90 and the K56Flex fax
modem.  During his time with Conexant Systems Inc., he was a member of
the technical staff that implemented semiconductor manufacturing and test
facilities in Latin America.  His experience at Mind-Speed
Technologies Inc., and Skyworks Solutions Inc. included implementing and
maintaining the intra-corporate computing network. Mr. Padilla attended the
University of California Irvine where he graduated Cum Laude with a Bachelor of
Science degree in Electrical Engineering.  He also continued his
Graduate studies in VLSI design, advanced programming, business logistics and
communications technologies.





Joseph Bennington, Age 48, Chief
Financial Officer:Mr. Bennington has been our Chief Financial
Officer since October 2009. Mr. Bennington, from 1989 until joining us,
provided financial and accounting services to public & private companies,
including Sarbanes Oxley Section 404 compliance, SEC and financial reporting,
budgeting and forecasting, and systems implementation and
conversion.  The various leadership positions he served included Chief
Financial Officer of Future Estates L.H., and Controller of J.H.Snyder & Co,
a real estate company with $1 billion in annual revenue.





Mr.
Bennington began his career at Price Waterhouse LLP (now PricewaterhouseCoopers
LLP) where he directed several audits of Fortune 500 to Entrepreneur
enterprises.  Mr. Bennington graduated with a degree in Business
Administration, with a concentration in Accounting, from the University of
Southern California (USC) and is a currently licensed as an active Certified
Public Accountant in the State of California.  He has over 24 years of
accounting and financial reporting experience.





Corporate
Governance


We seek
to follow best practices in corporate governance in a manner that is in the best
interests of our business and stockholders. Our current corporate governance
principles, including the Code of Ethics and the charters of each of the
committees of our Board of Directors are all available upon request. We believe
we are in compliance with the corporate governance requirements imposed by the
Sarbanes-Oxley Act and the Securities and Exchange Commission. We will continue
to modify our policies and practices to meet ongoing developments in this
area.





Board
Committees


Our board
of Directors will eventually have an Audit Committee and Compensation
Committee.





Audit
Committee-The
Company will have a standing Audit Committee established in accordance with
section 3(a)(58)(A) of the Exchange Act.  The Company is seeking to
add new members to the Board of Directors to fulfill the function of financial
expert and independent pursuant to Item 402 (a) of Reg. S-B. The Audit Committee
has responsibility for, among other things: monitoring the integrity of our
accounts, ensuring that they meet statutory and associated legal and regulatory
requirements and reviewing significant financial reporting judgments contained;
monitoring announcements relating to our financial performance; monitoring the
effectiveness of internal financial controls; making recommendations to the
Board, regarding the appointment, re-appointment and removal of the external
auditors, as appropriate; approving the remuneration and terms of engagement of
the external auditors; monitoring and reviewing the external auditors’
independence and effectiveness of the audit process; developing policy for an
pre-approval of the external auditors to supply non-audit services; reviewing
the operation of the risk management process; and reviewing arrangements by
which staff may raise complaints regarding financial reporting or other
matters.





Compensation
Committee-The
Company is seeking to add new members to the Board of Directors to fulfill the
function of the Compensation Committee.  These new independent
directors, will consult generally with management on matters concerning
executive compensation. It will make recommendations on compensation generally,
CEO salary, bonus awards, and supplemental compensation.




22





Section
16(a) Beneficial Ownership Reporting Compliance





Under the
securities laws of the United States, the Company’s directors, executive
officers, and any persons holding more than five percent of the Company’s Common
Stock are required to report their initial ownership of the Company’s Common
Stock and any subsequent changes in their ownership to the Securities and
Exchange Commission (“SEC”). Specific due dates have been established by the
SEC, and the Company is required to disclose in this Information Statement any
failure to file by those dates. Based upon (i) the copies of Section 16(a)
reports that the Company received from such persons for their 2008 fiscal year
transactions, the Company believes that there has been compliance with all
Section 16(a) filing requirements applicable to such officers, directors, and
five-percent beneficial owners for such fiscal year.





Directors’
Fees





Wecosign
will compensate its future non-employee Directors for their services on the
Board of Directors with a standard option to purchase shares of common stock.
Each outside director shall receive stock options for services on a case-by-case
basis to be determined by the Company’s Chief Executive Officer and the board of
directors.





Code
of Ethics





We will
post the Company’s Code of Ethics on our web site located at www.WECOSIGN.com. The
Company intends to satisfy the disclosure requirement under Item 5.05 of
Form 8-K regarding an amendment to, or a waiver from, this Code of Ethics
by posting such information on its web site.




ITEM 11.  EXECUTIVE COMPENSATION





Summary
Executive Compensation Table





The
following table sets forth the annual and long-term compensation received in
each of the last three fiscal years by our Executive Officers.





Annual
      Compensation
            
            
            Long
      Term CompensationName
      and Principal
              Executive
      Officer Position
            
            Fiscal
              Year
            
            
            Salary
            
            
            Bonus
            
            
            Shares
      of Common
              Stock
      Underlying
              Stock
      Options and Warrants
            
            
            Non-equity
              Incentive
      Plan Compensation
            
            
            Non
      qualified
              deferred
              compensation
              Earnings
            
            
            Fair
      value
              of
      services
              contributed
              for
      Stock
            
            
            Total
      ($)Frank
      Jakubaitis (1)
              Chairman
      and Chief Executive Officer
            
            
            2009
              2008
            
            
            $
              $
            98,147
              70,000
            
            
            $
              $
              $
            --
              --
              --
            
            
            
            --
              --
              --
            
            
            
            --
              --
              --
            
            
            
            --
              --
            
            
            $
            40,000
              --
              --
            
            
            $
            138,147
              $70,000Carlos
      Padilla III (2)
              Chief
      Information Officer
            
            
            2009
              2008
            
            
            $
              $
            17,065
              0
            
            
            $
              $
              $
            --
              --
              --
            
            
            
            --
              --
              --
            
            
            
            --
              --
              --
            
            
            
            --
              --
            
            
            
            --
              --
              --
            
            
            $
              $
            17,065
              0Joseph
      Bennington(3)
              Chief
      Financial Officer
            
            
            2009
              2008
            
            
            $
              $
            11,947
              0
            
            
            $
              $
            --
              --
            
            
            
            --
              --
            
            
            
            --
              --
            
            
            
            --
              --
            
            
            
            --
              --
            
            
            $
              $
            11,947
              0Jeff
      Padilla (4)
              Prior
      Chief Financial Officer
            
            
            2009
              2008
            
            
            $
              $
            19,631
              0
            
            
            $
              $
            --
              --
            
            
            
            --
              --
            
            
            
            --
              --
            
            
            
            --
              --
            
            
            
            --
              --
            
            
            $
              $
            19,631
              0(1)Mr. Jakubaitis founded the
      Company in 2005 (incorporated in California November
      2007).
              (2)Mr. Padilla joined the Company in
      2005.
              (3)Mr. Bennington joined the Company
      October 2009.
              (4)Mr. Padilla has CFO from May 2009
      to October 2009.





23




Employment
Agreements





We have
entered into employment agreement with Messrs Frank Jakubaitis and Joseph
Bennington.





Employment
Agreement with Mr. Frank Jakubaitis


Pursuant
to our employment agreement with Mr. Jakubaitis, Mr. Jakubaitis agreed to serve
as our full-time Chief Executive Officer and Chairman commencing May 1, 2009. In
considered for his services, we agreed to pay Mr. Jakubaitis a base salary at
the rate of $166,800, payable in accordance with the regular payroll practices
of the Company. In addition, we shall pay or reimburse Mr. Jakubaitis for all
necessary and reasonable expenses incurred or paid by Mr. Jakubaitis in
connection with his performance of the services under the employment
agreement.  In the event that Mr. Jakubaitis is prevented from
performing his usual duties for a period of three consecutive months, or for
shorter periods aggregating more than four months in any 12 month period by
reason of physical or mental disability, we shall nevertheless continue to pay
full salary up to and including the last day of the third consecutive month of
disability, but we may at any time on or after such date elect to terminate this
employment agreement.





Employment
Agreement with Mr. Joseph Bennington


Pursuant
to our employment agreement with Mr. Joseph Bennington, Mr. Bennington agreed to
serve as our full-time Chief Financial Officer at an annual gross starting
salary of $83,000 to be paid on the first and fifteenth day of each month. The
employment may be terminated without reason at any time without salary
adjustments or severance payment.  In connection with employment, Mr.
Bennington entered into a Non-Disclosure Agreement with respect to the
disclosure of certain proprietary and confidential information contained in our
private placement memorandum, associated affiliate documents and certain
published proprietary business architecture and/or models.





Our filed
Registration Statement S-1/A dated December 2, 2009 contains a copy of the
Employment Agreements with the Wecosign Officers as Exhibit 10.9 through 10.12.
There have been no material changes to the Officer employment agreement
described in our Registration Statement.




Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters


As of
November 30, 2009, the Company did not have any shares reserved, stock options,
stock warrants, or other rights (having the power to vote or the power to
transfer) to acquire common stock that are exercisable currently or become
exercisable within 60 days.


Item 13.  Certain Relationships and Related
Transactions, and Director Independence


Policies and
Procedures-  All reportable related person transactions and
potential conflict of interest situations must be reviewed and approved by the
Audit Committee. In determining whether to approve such transactions, the Audit
Committee will take into account, among other factors and information it deems
appropriate:  the related person's relationship to Wecosign and
interest in the transaction; the material facts of the transaction; the benefits
to Wecosign of the transaction; and an assessment of whether the
transaction is (to the extent applicable) in the ordinary course of business, at
arm's length, at prices and on terms customarily available to unrelated third
party vendors or customers generally, and whether the related person had any
direct or indirect personal interest in, or received any personal benefit from,
such transaction.




Transactions with
Related Parties- We intend to enter into, indemnification agreements
with each of our current directors and executive officers. These agreements will
require us to indemnify these individuals to the fullest extent permitted under
California law against liabilities that may arise by reason of their service to
us, and to advance expenses incurred as a result of any proceeding against them
as to which they could be indemnified. We also intend to enter into
indemnification agreements with our future directors and executive officers.
In November 2009,
Mr. Jakubaitis made a capital contribution of $150,000. No additional shares of
common stock will be issued to him as a result of this
contribution.




24





On May 1,
2009, we entered into an agreement with Mr. Jakubaitis, pursuant to which, we
agreed to pay Mr. Jakubaitis an annual salary in the amount of $166,800
during the term of the employment, commencing  May 1,
2009,  in consideration for his continued service to be rendered
as our Chief Executive Officer and Chairman.





In April
2009, we issued an aggregate of 1,092,000 shares of our common stock, valued at
$273,000 to Kazumi O. Devries, Carlos Padilla Jr., Julius Rizzotti, Walter J.
Skibicki, Sylvia Vasquez and Gene Kinum Trust as payment for the loan they
tendered to us in April 2009.  Carlos Padilla Jr. is the father of
Carlos Padilla III. Carlos Padilla III is our employee and is our Chief
Information Officer.  On March 5, 2008, we entered into a transaction
to purchase the 2001 PT Cruiser from Mr. Jakubaitis to be used as a company car
for outside sales executives for a sum of $5,500. The first payment in the
amount of $1,500 was paid on March 5, 2008, and the second payment in the amount
of $4,000 was paid on March 19, 2008.





On
November 30, 2007, we purchased a 25 station telephone system from Mr.
Jakubaitis for our principal executive offices in Santa Ana in consideration for
a sum $7,500 payable to Mr. Jakubaitis over a period of time.





On
November 24, 2007, we issued an aggregate of 79,000,000 shares of our common
stock to Mr. Jakubaitis, our CEO and Chairman in consideration for his
contribution consisting of (a) creating the business concept of WECOSIGNTM, (b)
services in connection with incorporating the company; (c) transference of all
his right, title and interest in the website www.wecosign.com; (d)
services in connection with the application of the trademark WECOSIGN; and (e)
services of assuming the position of our Chief Executive Officer(f) services of
authoring all of the printed matter for the firms operation along with
developing the necessary credit examination system.




Director
Independence-A director will qualify as an "independent director" under
applicable rules of The NASDAQ Stock Market, Inc. ("NASDAQ") if, in the opinion
of our Board, that person does not have a relationship that would interfere with
the exercise of independent judgment in carrying out the responsibilities of a
director. Our Board will determine that all of our directors satisfy the current
"independent director" standards established by NASDAQ.  Each director
serving on any of our committees will be determined by our Board to be
independent, and the members of the Audit Committee of our Board (the "Audit Committee") also meet
the more stringent independence requirements established by Securities and
Exchange Commission ("SEC") rules applicable to
audit committees. Our Board will determine that no director has a relationship
that would interfere with the exercise of independent judgment in carrying out
his responsibilities as a director. There will be no family relationships among
any of the directors or executive officers of the Company.




Item 14.Principal
Accounting Fees and Services





The Company currently does not have an
Audit Committee. It is the responsibility of Frank Jakubaitis, Chairman &
Sole Director, to select and retain an independent registered public accounting
firm for all audit and non-audit services.  Mr. Jakubaitis has
appointed dbbmckennonas our independent auditors for the
Company’s fiscal year ending November 30, 2009. Stockholder ratification of the
selection of independent auditors is not required by the Company’s Bylaws or
otherwise.





The
following is a summary of the aggregate fees billed for professional services by
the Company’s principal accountants for the audits and reviews of our financial
statements and registrations statement.




2009
            
            
            2008Audit,
      reviews, and registration statement fees
            
            $
            36,125
            
            
            $
            --Tax
      consulting and other fees
            
            
            --
            
            
            
            --Total
            
            $
            36,125
            
            
            $
            --





25




PART IV





Item 15. 
Exhibits, Financial Statement Schedules




(a)
            The
      following documents are filed as part of this Annual Report on Form
      10-K:(1)
            
            Financial Statements-See Index to Financial Statements and Schedules on page F-1
      (referenced below).(2)
            
            Financial Statement
      Schedules - See Index to Financial Statements and Schedules on page
      F-1. All other schedules are omitted as the required information is not
      present or is not present in amounts sufficient to require submission of
      the schedule, or because the information required is included in the
      financial statements or notes thereto.(3)
            
            Exhibits - The following
      exhibits are filed (or incorporated by reference herein) as part of this
      Annual Report on Form 10-K:  EXHIBIT NUMBER
              DESCRIPTION3.1
              Articles
      of Incorporation *3.2
              By-Laws*10.1
              Lease
      Agreement between WECOSIGN, INC. and Adams Properties dated May 29, 2008
      *10.2
              Lease
      Renewal Agreement WECOSIGN, INC. and Adams Properties dated May 29,
      2009*10.3
              Sample
      Application Form*10.4
              Contract
      with Applicant*10.5
              Standard
      Tenant Agreement*10.6
              Standard
      Rental Payment Guarantee Agreement with Associates*10.7
              Standard
      Rental Payment Guarantee Certificate*23.1
              Consent
      of Independent Registered Public Accounting Firm.*31.1
              Certification
      pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
      Exchange Act of 1934 (the “Exchange Act”).**31.2
              Certification
      pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
      Act.**32.1
              Certification
      pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
      and 18 U.S.C. Section 1350.**32.2
              Certification
      pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
      and 18 U.S.C.
Section 1350.**





* Filed
as Exhibits to the Form S-1/A filed on December 2, 2009 and incorporated herein
by reference.


**Filed Electronically as
Exhibits attached to this Form 10-K.




26





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on February 28,
2010.




WECOSIGN, INC.By:
              /s/ Frank
    JakubaitisName:
      Frank Jakubaitis
                Position:
      Chief Executive Officer








POWER
OF ATTORNEY





The
undersigned directors and officers of WECOSIGN constitute and appoint Frank
Jakubaitis and Joseph Bennington, or either of them, as their true and lawful
attorney and agent with power of substitution, to do any and all acts and things
in our name and behalf in our capacities as directors and officers and to
execute any and all instruments for us and in our names in the capacities
indicated below, which said attorney and agent may deem necessary or advisable
to enable said corporation to comply with the Securities Exchange Act of 1934,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Annual Report on Form 10-K,
including specifically but without limitation, power and authority to sign for
us or any of us in our names in the capacities indicated below, any and all
amendments (including post-effective amendments) hereto; and we do hereby ratify
and confirm all that said attorney and agent shall do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.


SIGNATURE
            
            TITLE
            
            DATE/s/   Frank
      Jakubaitis
            
            Chief
      Executive Officer, Chairman
            
            February
      28, 2010Frank
      Jakubaitis
            
            (Principal
      Executive Officer)/s/
      Carlos Padilla III
            
            Chief
      Information Officer
            
            February
      28, 2010Carlos
      Padilla III/s/
      Joseph Bennington
            
            Chief
      Financial Officer
            
            February
      28, 2010Joseph
      Bennington
            
            (Principal
      Financial Officer)




27




WECOSIGNTM





FINANCIAL
STATEMENTS AS OF NOVEMBER 30, 2009 AND 2008





INDEX
TO FINANCIAL STATEMENTS





PAGE
            F-2
            REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
            F-3
            BALANCE
      SHEETS AS OF NOVEMBER 30, 2009 AND 2008PAGE
            F-4
            STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED NOVEMBER 30, 2009 AND
    2008PAGE
            F-5
            STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED
      NOVEMBER 30, 2009 AND 2008PAGE
            F-6
            STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED NOVEMBER 30, 2009 AND
    2008PAGE
            F-7
            NOTES
      TO FINANCIAL STATEMENTS





F-1




REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








The Board
of Directors and Stockholders


WeCoSign
Inc.





We have
audited the accompanying balance sheets of WeCoSign, Inc. (the “Company”), as of
November 30, 2009 and 2008, and the related statements of operations,
stockholders’ equity (deficit) and cash flows for the years then ended. 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 the 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. The Company was not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our 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 WeCoSign, Inc. as of November 30,
2009 and 2008, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.





/s/
dbbmckennon


Newport
      Beach, CaliforniaFebruary
      28, 2010





F-2




WECOSIGNTM BALANCE
SHEETS
 AS
OF NOVEMBER 30, 2009 AND 2008


As
      of
            
            
            As
      ofNovember
      30,
            
            
            November
      30,2009
            
            
            2008ASSETSCURRENT
      ASSETS:Cash
            
            $
            195,702
            
            
            $
            6,180Prepaids
      and other current assets
            
            
            12,964
            
            
            
            1,000Accounts
      receivable
            
            
            102,171
            
            
            
            -Total
      Current Assets
            
            
            310,837
            
            
            
            7,180Property,
      equipment and trademark, net of accumulated amortization
            
            
            35,117
            
            
            
            7,807Other
      assets
            
            
            2,396
            
            
            
            2,396TOTAL
      ASSETS
            
            $
            348,350
            
            
            $
            17,383LIABILITIES
      AND STOCKHOLDERS’ EQUITY(DEFICIT)CURRENT
      LIABILITIES:Accounts
      payable
            
            $
            46,928
            
            
            $
            16,010Accrued
      liabilities
            
            
            25,580
            
            
            
            6,522Advances
      due to related party
            
            
            -
            
            
            
            20,302Stand-
      ready obligations (deferred revenues - Notes 1 & 5)
            
            
            131,763
            
            
            
            3,092Guarantee
      liabilities  (Notes 1 & 5)
            
            
            20,190
            
            
            
            1,272Total
      Current Liabilities
            
            
            224,461
            
            
            
            47,198LONG
      TERM LIABILITIES:Convertible
      notes payable
            
            
            -
            
            
            
            20,000Total
      Liabilities
            
            
            224,461
            
            
            
            67,198STOCKHOLDERS’
      EQUITY (DEFICIT):Preferred
      Stock; $0.001 Par Value; 25,000,000 shares authorized;no
      shares issued and outstanding
            
            
            -
            
            
            
            -Common
      Stock; $0.001 Par Value; 100,000,000 shares authorized;81,932,600
      and 79,276,000 shares issued and outstandingat
      November 30, 2009, November 30, and 2008, respectively
            
            
            81,933
            
            
            
            79,276Additional
      paid-in capital
            
            
            966,682
            
            
            
            131,724Accumulated
      deficit
            
            
            (924,726
            )
            
            
            (260,815
            )Total
      Stockholders’ Equity (Deficit)
            
            
            123,889
            
            
            
            (49,815
            )TOTAL
      LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
            
            $
            348,350
            
            
            $
            17,383





See notes
to accompanying financial statements




F-3




WECOSIGNTM


STATEMENTS
OF OPERATIONS FOR
THE YEARS ENDED NOVEMBER 30, 2009 AND 2008
 For
      the Year

                    Ended
                      November
      30,2009
                  
                  
                  For
      the YearEndedNovember 30,2008REVENUE
                  
                  $
                  142,820
                  
                  
                  $
                  3,538Cost
      of Revenue – (Notes 1 & 5)
                  
                  
                  104,350
                  
                  
                  
                  16,181Gross
      Profit (Loss)
                  
                  
                  38,470
                  
                  
                  
                  (12,643
                  )OPERATING
      EXPENSES:General
      and administrative
                  
                  
                  619,224
                  
                  
                  
                  146,282Sales
      and marketing
                  
                  
                  79,774
                  
                  
                  
                  21,941TOTAL
      OPERATING EXPENSES
                  
                  
                  698,998
                  
                  
                  
                  168,223LOSS
      FROM OPERATIONS
                  
                  
                  (660,528
                  )
                  
                  
                  (180,866
                  )OTHER
      INCOME AND EXPENSE:Other
      income
                  
                  
                  1,570
                  
                  
                  
                  495Interest
      expense
                  
                  
                  (4,953
                  )
                  
                  
                  (194
                  )TOTAL
      OTHER INCOME (EXPENSES)
                  
                  
                  (3,383
                  )
                  
                  
                  301NET
      LOSS
                  
                  $
                  (663,911
                  )
                  
                  $
                  (180,565
                  )NET
      LOSS PER COMMON SHARE – BASIC AND DILUTIVE
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.00
                  )Weighted
      Average Number of Shares
                  
                  
                  80,992,450
                  
                  
                  
                  79,186,126








F-4


WECOSIGNTM


STATEMENTS
STOCKHOLDERS’ EQUITY (DEFICIT)


FOR
THE YEARS ENDED NOVEMBER 30, 2009 AND 2008




TOTALADDITIONAL
            
            
            
            
            
            STOCKHOLDERS'COMMON
      STOCK
            
            
            PAID-IN
            
            
            ACCUMULATED
            
            
            EQUITYSHARES
            
            
            AMOUNT
            
            
            CAPITAL
            
            
            DEFICIT
            
            
            (DEFICIT)Balance
      at November 30, 2007
            
            
            79,000,000
            
            
            $
            79,000
            
            
            $
            -
            
            
            $
            (80,250
            )
            
            $
            (1,250
            )Fair
      value of services contributed
            
            
            -
            
            
            
            -
            
            
            
            66,300
            
            
            
            -
            
            
            
            66,300Common
      stock issued for cash
            
            
            276,000
            
            
            
            276
            
            
            
            65,424
            
            
            
            -
            
            
            
            65,700Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (180,565
            )
            
            
            (180,565
            )Balance
      at November 30, 2008
            
            
            79,276,000
            
            
            
            79,276
            
            
            
            131,724
            
            
            
            (260,815
            )
            
            
            (49,815
            )Fair
      value of services contributed
            
            
            -
            
            
            
            -
            
            
            
            40,000
            
            
            
            -
            
            
            
            40,000Common
      stock issued for cash
            
            
            1,464,600
            
            
            
            1,465
            
            
            
            348,150
            
            
            
            -
            
            
            
            349,615Common
      stock issued for conversion of convertible notes payable
            
            
            1,092,000
            
            
            
            1,092
            
            
            
            271,908
            
            
            
            -
            
            
            
            273,000Common
      stock issued for services
            
            
            100,000
            
            
            
            100
            
            
            
            24,900
            
            
            
            -
            
            
            
            25,000Capital
      contribution from C.E.O.
            
            
            -
            
            
            
            -
            
            
            
            150,000
            
            
            
            -
            
            
            
            150,000Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (663,911
            )
            
            
            (663,911
            )Balance
      at November 30, 2009
            
            
            81,932,600
            
            
            $
            81,933
            
            
            $
            966,682
            
            
            $
            (924,726
            )
            
            $
            123,889





See notes
to accompanying financial statements




F-5





WECOSIGNTM


STATEMENTS OF CASH
FLOWS FOR
THE YEARS ENDED NOVEMBER 30, 2009 AND 2008


For
      the
                  YearEnded
                  November
                  30,
2009
              
              
              For
      the
                      Year Ended
                      November
                      30,
      2008Cash
      flows from operating activitiesNet
      loss
              
              $
              (663,911
              )
              
              $
              (180,565
              )Adjustments
      to reconcile net loss to net cashused
      by operating activities:Depreciation
      and amortization
              
              
              6,875
              
              
              
              1,364Fair
      value of services contributed
              
              
              40,000
              
              
              
              66,300Fair
      value of common stock issued for services
              
              
              25,000
              
              
              
              -Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (102,172
              )
              
              
              -Prepaids
      and other current assets
              
              
              (11,964
              )
              
              
              (1,000
              )Accounts
      payable
              
              
              30,918
              
              
              
              14,760Accrued
      liabilities
              
              
              19,059
              
              
              
              7,314Guarantee
      liabilities (unearned revenues)
              
              
              147,589
              
              
              
              3,572Advances
      due to related party
              
              
              (20,302
              )
              
              
              20,302Net
      cash used in operating activities
              
              
              (528,908
              )
              
              
              (67,953
              )Cash
      flows from investing activities:Purchases
      of property and equipment
              
              
              (34,185
              )
              
              
              (9,171
              )Other
      assets
              
              
              -
              
              
              
              (2,396
              )Net
      cash used in investing activities
              
              
              (34,185
              )
              
              
              (11,567
              )Cash
      flows from financing activities:Proceeds
      from issuance of convertible notes payable
              
              
              253,000
              
              
              
              20,000Proceeds
      from CEO capital contribution
              
              
              150,000
              
              
              
              -Net
      proceeds from issuance of common stock
              
              
              349,615
              
              
              
              65,700Net
      cash provided by financing activities
              
              
              752,615
              
              
              
              85,700Net
      increase in cash and equivalents
              
              
              189,522
              
              
              
              6,180Cash
      and equivalents, beginning of year
              
              
              6,180
              
              
              
              -Cash
      and equivalents, end of year
              
              $
              195,702
              
              
              $
              6,180Supplemental
      disclosures of cash flow information:Cash
      paid during the year for:Interest
      expense
              
              $
              4,953
              
              
              $
              -Income
      tax
              
              $
              -
              
              
              $
              -Non-cash
      investing and financing activities:Common
      stock issued for convertible notes payable
              
              $
              253,000
              
              
              $
              -





See notes
to accompanying financial statements




F-6




WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Note
1 – Organization, History and Significant Accounting Policies and
Procedures





Organization
and History


WeCoSign,
Inc. (the “Company,” “we” or “us”) incorporated on November 24, 2007 in the
state of California. The Company’s sole business purpose is to charge a monthly
service fee to applicants of rental properties in exchange for cosigning on
their apartment or rental home lease agreements. This service guarantees the
rent to the landlord each month. The service provided by the Company reduces
vacancy and risk for landlords, while helping tenants with poor credit scores
live in their desired apartment or rental house. The Company is based in Santa
Ana, California where their proprietary underwriting techniques evaluate the
potential risk of an applicant by looking beyond typical screening methods like
FICO credit scores. Approved applicants are responsible for paying rent to their
landlord, and paying an additional monthly service fee to the Company based on a
percentage of their rent. By allowing the Company’s approved tenants to live in
their properties, landlords are guaranteed to receive the rent even if that
tenant defaults on their lease agreement. After one year, the landlord
re-evaluates the tenant's payment history to determine if a co-signer is still
required on the lease, and if the tenant is determined to be in good standing
then the Company’s monthly service fee is no longer applied. If the tenant is
marginal, the Company will stay on the lease for an increased monthly fee. This
condition alone is incentive for the tenant to make his payments timely. The
Company has presently signed 18 major apartment management firms across the
country representing almost 1 million individual apartment complexes across the
country.





Managements’
Plans


The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As shown in the accompanying financial
statements, the Company has incurred operating losses and used cash from
operations. During the year ended November 30, 2009, the Company funded
losses from proceeds from an equity offering and convertible notes totaling
$602,615. In addition, the Company's Chief Executive Officer contributed
additional capital of $150,000 in November 2009. The future of the Company is
dependent upon its ability to achieve profitable operations and cash
flows. In the event the Company is unable to achieve profitable operations
in the near term, it may require additional equity and/or debt financing, or
reduce expenses, including officer’s compensation, to reduce such losses. With
the cash on hand at February 22, 2010, we have approximately $107,000 of
available liquidity. We intend to fund our future growth over the next 12 months
with funds generated from operations, based upon our 22% average monthly growth
rate, we are projecting cash flow neutral by second quarter of 2010. Over the
short term, our CEO will arrange short-term liquidity if necessary. Over the
longer term, we expect that cash flows from operations, supplemented by
short-term and long-term financing, as necessary, will be adequate to fund our
day-to-day operations and capital expenditure requirements. Our ability to
secure short-term and long-term financing in the future will depend on several
factors, including our future profitability, the quality of our accounts
receivable and guarantee obligations, our relative levels of debt and equity,
and the overall condition of the credit markets.





Estimates


The
preparation of financial statements in conformity with generally accepted
accounting principles 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. By
their nature, these estimates and judgments are subject to an inherent degree of
uncertainty. Management reviews its estimates on an on-going basis, including
those primarily related to guarantee obligations, the fair value of stock-based
compensation and valuations on deferred tax assets. We base our estimates on our
historical experience, knowledge of current conditions and our beliefs of what
could occur in the future considering available information. Actual results may
differ from these estimates, and material effects on our operating results and
financial position may result.




F-7




WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Contributed
Services


The
Company records the estimated fair value of contributed services by a
shareholder.  If a principal stockholder's intention is to enhance or
maintain the value of his investment by entering into such an arrangement, the
corporation is implicitly benefiting from the plan by retention of, and possibly
improved performance by, the employee. In this case, the benefits to a principal
stockholder and to the corporation are generally impossible to separate.
Similarly, it is virtually impossible to separate a principal stockholder's
personal satisfaction from the benefit to the corporation." As a result, the
Company records these transactions to operations with an offset to additional
paid-in capital.





Fair
Value of Financial Instruments


The
carrying amounts (or in the case of notes payable, the face value) of cash and
cash equivalents, accounts receivable, accounts payable, accrued liabilities,
and notes payable approximate fair value because of the short-term maturity of
these items.  Fair value is a market-based measurement that should be
determined based on assumptions that market participants would use in pricing an
asset or a liability.  As a basis for considering such assumptions,
Accounting Standards Codification (“ASC”) 825, formerly Statement of Financial
Accounting Standards (“SFAS 157”), “Fair Value Measurements”,
establishes a three-tier value hierarchy, which prioritizes the inputs used in
the valuation methodologies in measuring fair value:





·
            Level
      1 – Observable inputs that reflect quoted (unadjusted) prices for
      identical assets in active markets.


·
            Level
      2 – Include other inputs that are directly or indirectly observable in the
      marketplace.


·
            Level
      3 – Unobservable inputs which are supported by little or no market
      activity.





The fair
value hierarchy also requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair
value.  The Company did not have any level 3 instruments at November
30, 2009.





Concentrations
of Credit Risk - Cash


The
Company maintains its cash accounts in a commercial bank. The total cash
balances held in a commercial bank are secured by the Federal Deposit Insurance
Corporation (“FDIC”) up to $250,000 until December 31, 2010.  At
times, the Company could potentially have cash deposits in excess of federally
and institutional insured limits.





Cash
Equivalents


For the
purpose of the accompanying financial statements, all highly-liquid investments
with an original maturity of three (3) months or less are considered to be cash
equivalents.





Guarantees


The
Company provides guarantees of monthly rental payments to landlords on behalf of
their tenants.  The Company’s exposure to credit loss, in the event of
nonperformance by the tenant, is represented by the amounts stipulated in the
rental contract, which have fixed expiration dates that mirror the tenant’s
lease term ranging from six months to one year. Commitments made
by the Company to guarantee lease agreements are first approved through an
underwriting process to mitigate the risk of nonpayment by a tenant. Since many
of the guarantees are expected to expire without being drawn upon, the total
guarantee amounts do not necessarily represent future cash requirements. The
Company evaluates each customer’s credit and payment worthiness on a
case-by-case basis.  The landlord does not pay the Company a fee for
the guarantee. Fees paid by tenants to the Company consist of an up-front $100
application fee and a recurring monthly fee over the guarantee period which is
based on 10% of the monthly lease cost to the tenant.  Application
fees paid are fully refunded by the Company in the event an application is
denied.




F-8




WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Tenants
are required to provide the Company authorization to charge their credit card or
bank account through an ACH debit on the first of each month. In the event
tenant stops payment or has non-sufficient funds in their account, the Company
remains obligated under the guarantee with the landlord. To date, such payment
deficiencies were not material. In the event of a default by a tenant, the
landlord is required to file an eviction notice to trigger the guarantee. The
landlord must also take all necessary actions to mitigate the Company’s damages
and seek a judgment against the tenant. The Company obtains full recourse for
its damages against the tenant under its assigned judgment agreement with the
landlord. Recourse amounts include rental payments, processing fees and the
Company’s legal fees incurred to obtain reimbursement.





When an
account defaults, management records an additional estimate for its contingent
loss, with the excess expected loss recorded as a charge to expense. Some of the
factors to determine the contingent liability include actual
defaults re-lease terms of rental units, and monthly rents. To date, losses
and related reimbursements have been minimal. Management will continuously
monitor its assumptions as more historical data are collected by them. See Note
5 for further discussion on  ASC 450-20-25 (SFAS 5) and ASC 460-10
(FIN 45). Any re-measurement of the guaranty liability will recorded as an
operating expense. In the event the Company has a gain, the re-measurement would
be recorded as other income. Also, see revenue recognition note
below.





Website
Development Costs


Under ASC
350-50, formerly Emerging Issues TaskForce Statement 00-2, Accounting for Web
Site Development Costs”, costs and expenses incurred during the planning and
operating stages of the Company’s web site are expensed as incurred. Under ASC
350-50, costs incurred in the web site application and infrastructure
development stages are capitalized by the Company and amortized to expense over
the web site’s estimated useful life or period of benefit.





Impairment
of Long-Lived and Purchased Intangible Assets


The
Company has adopted ASC 360-10-35 formerly SFAS No. 144 “Accounting for
Impairment or Disposal of Long-Lived Assets”. The Statement requires that
long-lived assets and certain identifiable intangibles held and used by the
Company be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Events
relating to recoverability may include significant unfavorable changes in
business conditions, recurring losses, or a forecasted inability to achieve
break-even operating results over an extended period. The Company evaluates the
recoverability of long-lived assets based upon forecasted undercounted cash
flows. Should impairment in value be indicated, the carrying value of the assets
will be adjusted, based on estimates of future discounted cash flows resulting
from the use and ultimate disposition of the asset.  ASC 360-10-35
also requires assets to be disposed of be reported at the lower of the carrying
amount or the fair value less costs to sell.





Revenue
Recognition


The
Company generates revenue through subscriptions and recognizes revenue in
accordance with ASC 605, formerly Staff Accounting Bulletin No. 104, Revenue
Recognition, which superseded Staff Accounting Bulletin No. 101, Revenue
Recognition in Financial Statements.  ASC 605 requires that four basic
criteria must be met before revenue can be recognized: (1) persuasive evidence
of an arrangement exists; (2) delivery has occurred; (3) the selling price is
fixed and determinable; and (4) collectability is reasonably
assured.  Determination of criteria (3) and (4) are based are based on
management's judgments regarding the fixed nature of the selling prices of the
guarantees provided and the collectability of those
amounts.  Application fees received from customers during the
underwriting process are fully refundable if the application is denied; such
fees are included in the guarantee liability. Also upon closing, the Company
records a receivable for the required payments due under the contract with a
corresponding increase in the guarantee liability, which represents our
stand-ready obligation.    Revenues are recorded when the
four conditions are met, which is based on the period the guarantee lapses. When
a tenant ceases to pay its monthly fees, revenue recognition is ceased and
provision for loss is recorded. When an actual loss is expected to exceed the
remaining amount recorded upon the initial stand ready obligation, an additional
liability estimate is made and
is charged to expense.




F-9





WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS




Provisions
for discounts are not granted; however, if provided for in the future, the
adjustment would reduce amounts due and the initial stand-ready guarantee
liability.  To date, no discounts have been granted.





Fees
Paid to Affiliates


As of
December 30, 2008, the Company began paying a $30 finder’s fee to Affiliates for
each approved application they refer to the Company.  In addition, the
Company pays the Affiliate 10% of each established monthly fee that is received
from the tenant.  Fees paid to Affiliates amounted to approximately
$1,864 during the year ended November 30, 2009 and were expensed as Cost of
Revenue since they were deemed insignificant.  However, prospectively
such costs will be capitalized and amortized over a period which is expected to
be consistent with the related tenant revenue earned.





Advertising
Costs


The
Company expenses all costs of advertising as incurred.  The Company
expensed $31,823, and $7,636 of advertising costs during the years ended
November 30, 2009 and 2008, respectively.





Stock-Based
Compensation


The
Company follows ASC 718  Compensation – Stock
Compensation, formerly SFAS No. 123(R)), which establishes standards
for the accounting of all transactions in which an entity exchanges its equity
instruments for goods or services, including transactions with non-employees and
employees.  ASC 718 requires an entity to measure the cost of
non-employee and employee services received in exchange for an award of equity
instruments, including stock options, based on the grant date fair value of the
award, and to recognize it as compensation expense over the period service is
provided in exchange for the award, usually the vesting period. The value of the
portion of the award that is ultimately expected to vest is recognized as
expense over the requisite service periods in the Company's statement of
operations.





The
Company's accounting policy for equity instruments issued to consultants and
vendors in exchange for goods and services follows the provisions of ASC 718
(EITF 96-18, “Accounting for Equity Instruments That are Issued to Other Than
Employees for Acquiring, or in Conjunction with Selling, Goods or
Services”).  The measurement date for the fair value of the equity
instruments issued is determined at the earlier of (i) the date at which a
commitment for performance by the consultant or vendor is reached or (ii) the
date at which the consultant or vendor's performance is complete.  In the
case of equity instruments issued to consultants, the fair value of the equity
instrument is recognized over the term of the service period.





Income
Taxes


The
Company follows ASC 740-10, formerly SFAS No. 109, “Accounting for Income Taxes”
for recording the provision for income taxes.  Deferred tax assets and
liabilities are computed based upon the difference between the financial
statement and income tax basis of assets and liabilities using the enacted
marginal tax rate applicable when the related asset or liability is expected to
be realized or settled.  Deferred income tax expenses or benefits are
based on the changes in the asset or liability each period.  If
available evidence suggests that it is more likely than not that some portion or
all of the deferred tax assets will not be realized, a valuation allowance is
required to reduce the deferred tax assets to the amount that is more likely
than not to be realized.  Future changes in such valuation allowance
are included in the provision for deferred income taxes in the period of
change.





Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods.  Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate.  Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.




F-10




WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Upon
incorporation, the Company adopted ASC 740-10-55, formerly FASB Interpretation
No. 48 “Accounting for Uncertainty in Income Taxes,” which prescribes a
comprehensive model for the financial statement recognition, measurement,
classification and disclosure of uncertain tax positions. The adoption and
continued application did not have an impact on the Company’s financial
statements.





Loss
Per Share


Basic
earnings per share are calculated by dividing income or loss available to common
stockholders by the weighted-average number of common shares outstanding.
Diluted earnings per share are calculated by adjusting the weighted-average
number of common shares outstanding to reflect the effect of potentially
dilutive securities including convertible debt. In addition, adjustments are
made to income available to common stockholders in these computations to reflect
any changes in income or loss that would result from the issuance of the
dilutive common shares. For the year ended November 30, 2008, the Company
excluded 80,000 shares which relate to the conversion of convertible notes
payable from the calculation of diluted net loss per share because the effect
would have been anti-dilutive.





Recent
Accounting Pronouncements


In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations” (“SFAS
141(R)”), which replaced FAS 141. SFAS 141(R), which has been codified into ASC
805, establishes principles and requirements for how an acquirer in a business
combination recognizes and measures in its financial statements the identifiable
assets acquired, the liabilities assumed, and any controlling interest;
recognizes and measures the goodwill acquired in the business combination or a
gain from a bargain purchase; and determines what information to disclose to
enable users of the financial statements to evaluate the nature and financial
effects of the business combination. ASC 805 is to be applied prospectively to
business combinations.





In May
2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 162 identifies the sources of accounting
principles and provides entities with a framework for selecting the principles
used in preparation of financial statements that are presented in conformity
with GAAP. The current GAAP hierarchy has been criticized because it is directed
to the auditor rather than the entity, it is complex, and it ranks FASB
Statements of Financial Accounting Concepts, which are subject to the same level
of due process as FASB Statements of Financial Accounting Standards, below
industry practices that are widely recognized as generally accepted but that are
not subject to due process. The Board believes the GAAP hierarchy should be
directed to entities because it is the entity (not its auditors) that is
responsible for selecting accounting principles for financial statements that
are presented in conformity with GAAP. SFAS 162 is effective 60 days following
the SECs approval of PCAOB Auditing Standard No. 6, Evaluating Consistency
of Financial Statements (AS/6). The adoption of SFAS 162 is not expected to have
a material impact on the Company’s financial position.





In May
2009, the FASB issued SFAS 165, “Subsequent Events”, (“SFAS 165”), which was
codified in ASC 855, which establishes general standards for accounting for and
disclosure of events that occur after the balance sheet date but before
financial statement are issued or available to be issued. In particular, ASC 855
sets forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements; the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements’ and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. It is effective for interim and annual
periods ending after June 15, 2009. The Company adopted ASC 855 during the
fiscal year ended November 30, 2009. The Company evaluated subsequent events
through the issuance date of the financial statements, February 26, 2010, see
additional disclosures on Note 9 on page F-17.




F-11


WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS




On
July 1, 2009, FASB issued SFAS No. 168, “The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles”, also known as FASB Accounting Standards Codification (“ASC”)
105, “Generally Accepted Accounting Principles” (“ASC 105”) (the Codification”).
ASC 105 establishes the exclusive authoritative reference for U.S. GAAP for use
in financial statements, except for SEC rules and interpretive releases, which
are also authoritative GAAP for SEC registrants. The Codification will supersede
all existing non-SEC accounting and reporting standards.





In
April 2008, the FASB issued Staff Position No. FAS 142-3, Determination of the Useful Life of
Intangible Assets which was codified in ASC 350-30.   ASC
350-30 amends the factors that should be considered in developing renewal or
extension assumptions used to determine the useful life of a recognized
intangible asset under former SFAS No. 142,Goodwill and Other Intangible
Assets.  This standard improves the consistency between the
useful life of a recognized intangible asset and the period of expected cash
flows used to measure the fair value of the asset.  This standard is
effective for fiscal years beginning after December 15, 2008. The Company
does not expect the adoption of this standard will have a material impact on its
results of operations and financial position.





Note
2 – Property, Equipment, & Trademark





Property,
equipment, and trademark are recorded at cost and depreciation/amortization are
provided over the estimated useful lives of the related assets using the
straight-line method for financial statement purposes. The estimated lives of
property and equipment are as follows:





Vehicle
            three
      yearsEquipment
            three
      to five yearsFurniture
            ten
      yearsWebsite
            three
      years





Trademarks
are not amortized.





Property,
equipment, and trademark as of November 30, 2009 and November 30, 2008 consisted
of the following:





November
      30,
            
            
            November
      30,2009
            
            
            2008Vehicle
            
            $
            5,000
            
            
            $
            5,000Office
      equipment
            
            
            21,408
            
            
            
            -Furniture
      and trademark
            
            
            12,827
            
            
            
            1,172Website
            
            
            4,121
            
            
            
            2,998Total
      property and equipment
            
            
            43,356
            
            
            
            9,170Accumulated
      depreciation and amortization
            
            
            (8,239
            )
            
            
            (1,363
            )Net
      property, equipment and trademark
            
            $
            35,117
            
            
            $
            7,807





The cost
of maintenance and repairs is charged to expense as incurred.  When
depreciable property is retired or otherwise disposed of, the related cost and
accumulated depreciation/amortization are removed from the accounts and any gain
or loss is reflected in the statement of operations.  During the years
ended November 30, 2009 and 2008 we had depreciation expense of $6,875 and
$1,364, respectively.




F-12




WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Management
assesses the recoverability of property, equipment and trademark by determining
whether the depreciation and amortization of the above described assets over its
remaining life can be recovered through projected undiscounted future cash
flows.  The amount of property, equipment, and trademark impairment if
any, is measured based on fair value and is charged to operations in the period
that such impairment is determined by management.  As of November 30,
2009 and 2008, management believes that there is no impairment of property,
equipment, and trademark.





Note
3 – Accrued Liabilities





Accrued
Liabilities as of November 30, 2009 and 2008 consisted of the
following:




November
      30,
            
            
            November
      30,2009
            
            
            2008Accrued
      salaries liability
            
            
            -
            
            
            
            1,665Interest
      payable liability
            
            
            -
            
            
            
            194Accrued
      payroll and taxes liability
            
            
            25,581
            
            
            
            4,663Total
      Accrued Liabilities
            
            $
            25,581
            
            
            $
            6,522





Note
4 – Convertible Notes Payable





During
the year ended November 30, 2008, the Company entered into convertible notes
payable agreements (the “Notes”) with two individuals for proceeds totaling
$20,000.  The Notes were due one year from issuance and incurred
interest at a rate of 10% per annum. In addition, the holder had the option to
convert into common stock at a rate of $0.25 per share until redemption. At the
time of issuance, the Company determined there was no beneficial conversion
feature as the conversion price was the same as the price in which the Company
was selling its common stock under a private placement.





During
the year ended November 30, 2009, the Company entered into Notes with six
individuals for proceeds totaling $253,000.   In April 2009, the
holders of the notes converted the principal balance of $273,000 into 1,092,000
shares of common stock based on the terms of the notes.





Note
5 – Commitments and Contingencies





Operating
Lease





In May
2009, the Company renewed their lease agreement for office space to serve as its
corporate office in Santa Ana, California. The lease term was for a period of 12
months commencing on May 2009, at a rental rate of approximately $1,200 per
month.  The lease agreement required a security deposit of
$1,200.





Guarantee
Liability





The
Guarantee Liability account is made up of stand-ready obligations, unearned fees
and guarantee liability for defaults.





Stand-ready
obligations - As discussed in Note 1, management records the tenant’s full
contract fees owed to us as accounts receivable and or any prepayments, with a
corresponding increase to the stand-ready obligation included as a guarantee
liability.  Additionally, all application fees are also recorded as a
stand-ready obligation.    The Company records these liabilities
based on the estimated fair value of the tenant’s contracted fee to
us.  The stand- ready obligation may alternatively be viewed as
deferred revenues to the extent these tenants ultimately pay.  The
stand-ready obligation for a tenant is reduced as revenues as the tenant
complies with the terms of the agreement over time.




F-13





WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Unearned
tenants prepaid (contract) fees & registration fees - These fees are
collected in advance and amortized over the life of the lease period.  At
month end, a cutoff analysis is prepared and we adjust the above Guarantee
Liabilities using the individual useful life discussed above.





Defaults
- The Company immediately expenses all specific leases that defaulted as an
operating expense. For the year ended November 30, 2009, the Company expensed
actual default losses of $31,055.  A contingent liability is recorded
when the future loss is probable (the confirming event is likely to occur) and
the amount of loss can be at least reasonably estimated. We comply with the
guidance in FASB Accounting Standards Codification  (‘ASC”) 450-20-25
(SFAS 5) and ASC 460-10 (FIN 45) by reviewing all of our Tenants under contract
to determine if there is a probable chance of a default, and if
so, provide a reasonable estimate for losses.   For agreements in
effect as of November 30, 2009, management identified 14 tenants that had
defaulted and estimated a contingent liability of $20,190 for these
probable losses.





At
November 30, 2009, we had 139 customers. At November 30, 2009, if every
tenant under our program defaulted for their remaining lease agreement period,
in aggregate, assuming no recoveries or replacement renters to mitigate losses,
the total financial exposure would be approximately $1,024,000.





Note
6 – Stockholders' Equity (Deficit)





Authorized
Shares





The
Company is authorized to issue 100,000,000 shares of $0.001 par value common
stock and 25,000,000 shares of $0.001 par value preferred stock.





Private
Placement





During
the year ended November 30, 2008, the Company issued 276,000 shares of common
stock to 23 non-accredited investors as part of a private placement of the
Company’s common stock at a price of $0.25 per share for total gross proceeds of
$69,000. In connection with the private placement, the Company incurred
placement costs of $3,300, which were offset against the proceeds. Included
within the private placement, were proceeds received of $25,000 resulting in
issuance of 100,000 shares to the former Chief Financial Officer, Jeff Padilla.
The investment was made prior to the commencement of this officer’s
employment.





Common
Stock Issued For Cash





From
December 2008 to June 2009, the Company issued 1,436,000 shares of common stock
to non-accredited investors as part of a private placement at a price of $0.25
per share for total gross proceeds of $359,000. In connection with these
issuances, the Company incurred cash placement costs of $10,585 and issued
28,600 shares of common stock, which were offset against the proceeds. Included
within the private placement, were proceeds received of $20,000 resulting in
issuance of 80,000 shares to the former Chief Financial Officer. The investment
was made prior to the commencement of the former officer’s
employment.





Common
Stock Issued For Services





In April
2009, the Company issued 100,000 shares of common stock for legal services
rendered. The Company valued the shares on the date of issuance as there were no
future performance conditions. The shares were valued at $25,000 based on the
estimated fair value of the Company’s common stock which was deemed to be $0.25
per share based on the recent private placement. The Company recorded the charge
to general and administrative expenses.




F-14




WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS





Contributed
Services





Effective
May 1, 2008, the Company’s Chairman and Chief Executive Officer was providing
services to the Company on a full-time basis. The Company determined that the
fair value of these services was approximately $10,000 per month. The Chief
Executive Officer elected to contribute his salaries to the Company, and thus,
they are accounted for as a contribution within additional paid-in capital.
During the years ended November 30, 2009 and November 30, 2008, the fair value
of contributed services were $40,000 and $66,300, respectively, which were net
of amounts paid to the Chief Executive Officer.





Note
7 – Provision for Income Taxes





There was
no provision for income taxes in fiscal year ending 2009, or 2008, except for
minimum state taxes, since the Company incurred taxable losses during such
years.





As of
November 30, 2009, the Company’s deferred tax asset consists of tax effected net
operating loss carry forwards of $239,601 and accrued liabilities of $65,555, of
which a valuation allowance has been placed upon 100%. During the year ended
November 30, 2008, the Company’s valuation allowance increased by
$305,156.  As of November 30, 2009, the Company’s net operating loss
carry forwards begin to expire in 2027 for federal purposes and 2012 for state
purposes. During the year ended, the reconciliation of the estimated federal
statutory rate of 34% to the reconciliation for the provision for income taxes
was primarily due to a full valuation the deferred tax assets.





Note 8 – Related Party
Transactions





During
the year ended November 30, 2008, the Company purchased a vehicle from the
Company’s Chief Executive Officer for $5,000 which represented its fair market
time at the time of purchase, which was similar to the Chief Executive Officers
basis.





From time
to time, the Chief Executive Officer paid expenses on behalf of the Company. The
advances are due on demand and do not bear interest. As of November 30, 2009 and
2008, amounts due to the Chief Executive Officer were $0 and $20,302,
respectively.





From time
to time, the Company receives services related to general bookkeeping, payroll,
corporate secretary, and professional organizing from a company owned by the
spouse of the Chief Executive Officer. Total amounts paid during the years
November 30, 2009 and 2008 totaled $3,928 and $1,346,
respectively.





During
the year ended November 30, 2009, the Company purchased a phone and computer
system from the Chief Executive Officer for $11,595, which represented its fair
market time at the time of purchase, which was similar to the Chief Executive
Officers basis.





In
November 2009, the Company's Chief Executive Officer contributed $150,000 of
additional capital. No shares of common stock will be issued in connection with
this contribution.





Note
9 – Subsequent Events





The
Company has evaluated whether any recognized or non-recognized events occurred
after November 30, 2009, the balance sheet date, through February 26,
2010.





The issue
with Michael Pecken, a former employee, was settled in payment by WECOSIGN
without admitting any liability whatsoever. This past employee is a present
stock holder and brought an action against his own interest.




F-15





WECOSIGNTM


NOTES
TO FINANCIAL STATEMENTS




There
have been no other events or transactions during this time which would have a
material effect on the financial statements, other than what has been reported
in the Company’s annual financial statements as of and for the year ended
November 30, 2009.







EXHIBIT INDEX





WECOSIGN
 Report
On Form 10-K For The Fiscal Year Ended November 30, 2009


EXHIBIT NUMBER
            DESCRIPTION3.1
            Articles
      of Incorporation *3.2
            By-Laws*10.1
            Lease
      Agreement between WECOSIGN, INC. and Adams Properties dated May 29, 2008
      *10.2
            Lease
      Renewal Agreement WECOSIGN, INC. and Adams Properties dated May 29,
      2009*10.3
            Sample
      Application Form*10.4
            Contract
      with Applicant*10.5
            Standard
      Tenant Agreement*10.6
            Standard
      Rental Payment Guarantee Agreement with Associates*10.7
            Standard
      Rental Payment Guarantee Certificate*23.1
            Consent
      of Independent Registered Public Accounting Firm.*31.1
            Certification
      pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities
      Exchange Act of 1934 (the “Exchange Act”).**31.2
            Certification
      pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange
      Act.**32.1
            Certification
      pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
      and 18 U.S.C. Section 1350.**32.2
            Certification
      pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act
      and 18 U.S.C. Section 1350.**





* Filed
as Exhibits to the Form S-1/A filed on December 2, 2009 and incorporated herein
by reference.


**Filed Electronically as
Exhibits attached to this Form 10-K.