-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Oi6Y97TJZMe8mO3e7ydGorannfliud74H9pbZnAeOK/22sL+cF/z0g2BaHOZZSrC 7GXhAzxSH6Qg8I63Tp0Flw== 0000931731-08-000151.txt : 20080811 0000931731-08-000151.hdr.sgml : 20080811 20080811134438 ACCESSION NUMBER: 0000931731-08-000151 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTGATE ACQUISITIONS CORP CENTRAL INDEX KEY: 0001099568 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 870639379 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-53084 FILM NUMBER: 081005331 BUSINESS ADDRESS: STREET 1: 56 WEST 400 SOUTH, SUITE 220 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8013223401 MAIL ADDRESS: STREET 1: 56 WEST 400 SOUTH, SUITE 220 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 10-Q 1 westgate-10q063008.htm WESTGATE 1-Q 063008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarter Ended June 30, 2008

 

 

[

]

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 000-53084

 

WESTGATE ACQUISITIONS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Nevada

87-0639379

 

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

 

incorporation or organization)

 

19 East 200 South, Suite #1080, Salt Lake City, Utah 84111

(Address of principal executive offices)

 

(801) 322-3401

(Registrants's telephone number, including area code)

 

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 past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company

 

 

Large accelerated filer

[

]

Accelerated filer

[

]

 

Non-accelerated filer

[

]

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

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

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

 

 

Class

Outstanding as of August 8, 2008

 

 

Common Stock, $.00001 par value

1,500,000

 

 

 


 

TABLE OF CONTENTS

 

Heading

Page

 

 

PART I

FINANCIAL INFORMATION

 

Item 1.

Financial Statements

3

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results

 

of Operations

9

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

11

 

Item 4(T).

Controls and Procedures

11

 

 

 

PART II

OTHER INFORMATION

 

Item 1.

Legal Proceedings

11

 

Item 1A.

Risk Factors

11

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

12

 

Item 3.

Defaults Upon Senior Securities

12

 

Item 4.

Submission of Matters to a Vote of Securities Holders

12

 

Item 5.

Other Information

12

 

Item 6.

Exhibits

12

 

 

Signatures

13

 

 


 

 

PART I — FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

The accompanying unaudited balance sheet of Westgate Acquisitions Corporation at June 30, 2008 and December 31, 2007 (audited), related unaudited statements of operations, stockholders' equity (deficit) and cash flows for the three and six months ended June 30, 2008 and 2007 and the period from September 8, 1999 (date of inception) to June 30, 2008, have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the period ended June 30, 2008, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2008 or any other subsequent period.

 

 

 

 

 

 

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

 

FINANCIAL STATEMENTS

 

June 30, 2008 and December 31, 2007

 


 

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

2008

 

2007

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

-

 

$

-

 

Note payable - related party

 

14,172

 

 

10,555

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

14,172

 

 

10,555

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock; 20,000,000 shares authorized,

 

 

 

 

 

 

at $0.00001 par value, 1,500,000 shares issued

 

 

 

 

 

 

and outstanding

 

15

 

 

15

 

Additional paid-in capital

 

8,685

 

 

5,685

 

Deficit accumulated during the development stage

 

(22,872)

 

 

(16,255)

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

(14,172)

 

 

(10,555)

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'

 

 

 

 

 

 

 

EQUITY (DEFICIT)

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 


 

 

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From Inception

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

on September 8,

 

 

 

For the Three Months Ended

 

For the Six Months Ended

 

1999 Through

 

 

 

June 30,

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$

-

 

$

 

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

General and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

administrative

 

4,333

 

 

-

 

 

6,379

 

 

1,210

 

 

22,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

4,333

 

 

-

 

 

6,379

 

 

1,210

 

 

22,420

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

(4,333)

 

 

-

 

 

(6,379)

 

 

(1,210)

 

 

(22,420)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(142)

 

 

-

 

 

(238)

 

 

-

 

 

(452)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Expenses

 

(142)

 

 

-

 

 

(238)

 

 

-

 

 

(452)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

(4,475)

 

$

-

 

$

(6,617)

 

$

(1,210)

 

$

(22,872)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC LOSS PER SHARE

$

(0.00)

 

$

0.00

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NUMBER OF SHARES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OUTSTANDING

 

1,500,000

 

 

1,500,000

 

 

1,500,000

 

 

1,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 


 

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Stockholders' Equity (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total

 

 

 

 

 

 

Additional

 

During the

 

Stockholders'

 

Common Stock

 

Paid-In

 

Development

 

Equity

 

Shares

 

Amount

 

Capital

 

Stage

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at inception on September 8, 1999

-

 

$

-

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash on

 

 

 

 

 

 

 

 

 

 

 

 

 

September 8, 1999 at $0.0003 per share

1,500,000

 

 

15

 

 

485

 

 

-

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss from inception on September 8, 1999

 

 

 

 

 

 

 

 

 

 

 

 

 

through December 31, 1999

-

 

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 1999

1,500,000

 

 

15

 

 

485

 

 

-

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period from

 

 

 

 

 

 

 

 

 

 

 

 

 

January 1, 2000 through

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2004

-

 

 

-

 

 

-

 

 

(3,320)

 

 

(3,320)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2004

1,500,000

 

 

15

 

 

485

 

 

(3,320)

 

 

(2,820)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services contributed by shareholders

-

 

 

-

 

 

500

 

 

-

 

 

500

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2005

-

 

 

-

 

 

-

 

 

(600)

 

 

(600)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2005

1,500,000

 

 

15

 

 

985

 

 

(3,920)

 

 

(2,920)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services contributed by shareholders

-

 

 

-

 

 

1,700

 

 

-

 

 

1,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2006

-

 

 

-

 

 

-

 

 

(5,853)

 

 

(5,853)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2006

1,500,000

 

 

15

 

 

2,685

 

 

(9,773)

 

 

(7,073)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services contributed by shareholders

-

 

 

-

 

 

3,000

 

 

-

 

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year ended

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2007

-

 

 

-

 

 

-

 

 

(6,482)

 

 

(6,482)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2007

1,500,000

 

 

15

 

 

5,685

 

 

(16,255)

 

 

(10,555)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Services contributed by

 

 

 

 

 

 

 

 

 

 

 

 

 

shareholders (unaudited)

-

 

 

-

 

 

3,000

 

 

-

 

 

3,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the six months ended

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2008 (unaudited)

-

 

 

-

 

 

-

 

 

(6,617)

 

 

(6,617)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2008 (unaudited)

1,500,000

 

$  

15

 

8,685

 

 $

(22,872)

 

$  

(14,172)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 


 

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From Inception

 

 

 

 

 

 

 

 

 

 

 

on September 8,

 

 

 

 

 

For the Six Months Ended

 

1999 Through

 

 

 

 

 

June 30,

 

June 30,

 

 

 

 

 

2008

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(6,617)

 

$

(1,252)

 

$

(22,872)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

used by operating activities:

 

 

 

 

 

 

 

 

 

 

Services contributed by shareholders

 

3,000

 

 

-

 

 

8,200

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Change in accounts payable

 

(6,300)

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used by

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

(9,917)

 

 

(1,252)

 

 

(14,672)

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

-

 

 

-

 

 

500

 

 

Increase in note payable - related party

 

9,917

 

 

1,252

 

 

14,172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

9,917

 

 

1,252

 

 

14,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLIMENTAL DISCLOSURES OF

 

 

 

 

 

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

-

 

$

-

 

$

-

 

 

Income Taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 


 

 

 

WESTGATE ACQUISITIONS CORPORATION

Notes to the Condensed Financial Statements

June 30, 2008 and December 31, 2007

 

NOTE 1 -

CONDENSED FINANCIAL STATEMENTS

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at June 30, 2008, and for all periods presented herein, have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements. The results of operations for the periods ended June 30, 2008 and 2007 are not necessarily indicative of the operating results for the full years.

 

NOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 


 

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

 

We are a development stage company with no assets or capital and only nominal operations. The costs and expenses associated with the preparation and filing of this report and other reports and our registration statement in 2007, have been paid for by advances from stockholders. We anticipate needing only nominal capital to maintain our corporate viability and necessary funds will most likely be provided by our officers, directors or principal stockholders in the immediate future. However, unless we are able to finalize an acquisition of or merger with an operating business or are able to obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

 

Results of Operations

 

During the three month period ended June 30, 2008, we incurred a net loss of $4,475 compared to a $0 loss during the three month period ended June 30, 2007. The increased loss for the second quarter of 2008 is attributed to increased legal and accounting costs incurred during the second quarter of 2008, which expenses related to the preparation and filing with the SEC of our requisite periodic reports.

 

For the six months ended June 30, 2008, our net loss was $6,617 compared to a net loss of $1,210 for the six months ended June 30, 2007. The increased net loss for the first six months of 2008 is attributed to the 427% increase in general and administrative expenses in the 2008 period, also due to increased legal and accounting costs related to our SEC filings.

 

In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation related to our business and operations.

 

Liquidity and Capital Resources

 

During the three months ended June 30, 2008, our expenses were paid by a principal shareholder. At June 30, 2008 we had a note payable - related party, including accrued interest, totaling $14,172. We expect to continue to rely on the shareholder to pay our expenses, because we have no cash reserves or sources of revenues, until such time that we complete a merger with or acquisition of an existing, operating company. There is no assurance that we will complete such a merger or acquisition or that the shareholder will continue indefinitely to pay our expenses.

 

Plan of Operation

 

During the next 12 months, we will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. We will not restrict our search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature.

 


 

Because we lack funds, it may be necessary for officers, directors or stockholders to advance funds and we will accrue expenses until such time as a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. However, if we engage outside advisors or consultants in our search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.

 

If we need to raise capital, most likely the only method available would be the private sale of securities. Because we are a development stage company, it is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that we will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

 

We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Also, we do not anticipate making any significant capital expenditures until we can successfully complete an acquisition or merger.

 

Forward-Looking and Cautionary Statements

 

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.

 

When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:

 

 

the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;



 

 

uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;



 

 

volatility of the stock market, particularly within the technology sector; and

 

 

general economic conditions.

 
 

 

Although we believe the expectations reflected in these forward-looking statements are reasonable, such expectations cannot guarantee future results, levels of activity, performance or achievements.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

 

This item is not required for a smaller reporting company.

 

Item 4(T). Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures. Disclosure controls and procedures (as defined in Rules  13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

 

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, have concluded that, as of June 30, 2008, our disclosure controls and procedures were effective.

 

Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the second quarter of fiscal 2008. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the second quarter of fiscal 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

 

Item 1A.

Risk Factors

 

 

This item is not required for a smaller reporting company.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

This Item is not applicable.

 

Item 3.

Defaults Upon Senior Securities

 

 

This Item is not applicable.

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

This Item is not applicable.

 

Item 5.

Other Information

 

 

This Item is not applicable.

 

Item 6.

Exhibits

 

 

Exhibit 31.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

Exhibit 32.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 


 

                                                                                    SIGNATURES

 

Pursuant to the requirements 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.

 

 

WESTGATE ACQUISITIONS CORPORATION

 

 

Date: August 11, 2008

By: /S/      

GEOFF WILLIAMS

 

Geoff Williams

 

President, C.E.O. and Director

 

(Principal Accounting Officer)

 

 

                                                                                                                                                                      



 



EX-31.1 2 ex31-1.htm CERT 302 - CEO, CFO

 

                                                                                                                                                                               Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

 

I, Geoff Williams, certify that:

 

1.   I have reviewed this quarterly report on Form 10-Q of Westgate Acquisitions Corporation;

 

2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

c.

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d.

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 


 

 

5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

 

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

 

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date:

August 11, 2008

 

/S/

GEOFF WILLIAMS

 

Geoff Williams

Chief Executive Officer

Principal Accounting Officer

 

 

-2-

EX-32.1 3 ex32-1.htm CERT 906 - CEO, CFO

         Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Westgate Acquisitions Corporation (the “Company”) on Form 10-Q for the period ending June 30, 2008, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Geoff Williams, Chief Executive Officer and Principal Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

/s/

GEOFF WILLIAMS

 

Geoff Williams

Chief Executive Officer

Principal Accounting Officer

Date: August 11, 2008

 

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of the Form 10-Q or as a separate disclosure document.

 

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