10-Q 1 westgate-10q033109.htm WESTGATE 10Q 033109

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 March 31, 2009

 

 

[

]

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

(Registrant’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 April 30, 2009

 

 

Common Stock, $0.0001 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

10

 

Item 4(T).

Controls and Procedures

10

 

 

 

PART II

OTHER INFORMATION

 

Item 1.

Legal Proceedings

10

 

Item 1A.

Risk Factors

10

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

10

 

Item 3.

Defaults Upon Senior Securities

11

 

Item 4.

Submission of Matters to a Vote of Securities Holders

11

 

Item 5.

Other Information

12

 

Item 6.

Exhibits

12

 

 

Signatures

13

 

 

 

 

2

PART I — FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

The accompanying unaudited balance sheet of Westgate Acquisitions Corporation at March 31, 2009 and related unaudited statements of operations and cash flows for the three months ended March 31, 2009 and 2008 and the period from September 8, 1999 (date of inception) to March 31, 2009, 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. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2008 audited financial statements. Operating results for the period ended March 31, 2009, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2009 or any other subsequent period.

 

 

 

 

 

 

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

 

FINANCIAL STATEMENTS

 

March 31, 2009 and December 31, 2008

 

 

 

 

 

 

3

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31,

 

December 31,

 

 

 

 

2009

 

2008

 

 

 

 

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

$

2,415

 

$

2,415

 

Note payable - related party

 

32,196

 

 

29,405

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

34,611

 

 

31,820

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock;20,000,000 shares authorized,

 

 

 

 

 

 

at $0.0001 par value, 1,500,000 shares issued

 

 

 

 

 

 

and outstanding

 

150

 

 

150

 

Additional paid-in capital

 

13,050

 

 

11,550

 

Deficit accumulated during the development stage

 

(47,811)

 

 

(43,520)

 

 

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

(34,611)

 

 

(31,820)

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'

 

 

 

 

 

 

 

EQUITY (DEFICIT)

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

4

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

 

 

 

Inception on

 

 

 

 

 

 

 

 

 

 

September 8,

 

 

 

 

For the Three Months Ended

 

1999 Through

 

 

 

 

March 31,

 

March 31,

 

 

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and

 

 

 

 

 

 

 

 

 

 

administrative

 

 

3,530

 

 

2,046

 

 

45,960

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

3,530

 

 

2,046

 

 

45,960

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

 

(3,530)

 

 

(2,046)

 

 

(45,960)

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(761)

 

 

(96)

 

 

(1,851)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Expenses

 

 

(761)

 

 

(96)

 

 

(1,851)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE INCOME TAXES

 

 

-

 

 

-

 

 

-

PROVISION FOR INCOME TAXES

 

 

(4,291)

 

 

(2,142)

 

 

(47,811)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(4,291)

 

$

(2,142)

 

$

(47,811)

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED

 

 

 

 

 

 

 

 

 

LOSS PER SHARE

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

NUMBER OF SHARES

 

 

 

 

 

 

 

 

 

OUTSTANDING

 

 

1,500,000

 

 

1,500,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

 

 

 

 

5

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

 

 

 

 

 

 

 

 

Inception on

 

 

 

 

 

 

 

September 8,

 

 

 

 

 

For the Three Months Ended

 

1999 Through

 

 

 

 

 

March 31,

 

March 31,

 

 

 

 

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,291)

 

 

(2,142)

 

$

(47,811)

 

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

 

used by operating activities:

 

 

 

 

 

 

 

 

 

 

Services contributed by shareholders

 

1,500

 

 

1,500

 

 

12,700

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Change in accounts payable

 

-

 

 

-

 

 

2,415

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Used in

 

 

 

 

 

 

 

 

 

 

 

Operating Activities

 

(2,791)

 

 

(642)

 

 

(32,696)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

-

 

 

-

 

 

500

 

 

Increase in note payable - related party

 

2,791

 

 

642

 

 

32,196

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Cash Provided by

 

 

 

 

 

 

 

 

 

 

 

Financing Activities

 

2,791

 

 

642

 

 

32,696

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET DECREASE IN CASH

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF

 

 

 

 

 

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

-

 

$

-

 

$

-

 

 

Income Taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

6

 

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2009 and 2008

 

 

NOTE 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 March 31, 2009 and for all periods presented 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, 2008 audited financial statements. The results of operations for the period ended March 31, 2009 and 2008 are not necessarily indicative of the operating results for the full year.

 

NOTE NOTE 2 - GOING CONCERN

 

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has had no revenues and has generated losses from operations.

 

In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, additional capital resourcesand to develop a consistent source of revenues. Management’s plans include of investing in and developing all types of businesses related to the entertainment industry.

 

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually 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.

 

 

 

7

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Notes to the Financial Statements

March 31, 2009 and 2008

 

NOTENOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

 

 

Use of 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

 

Recent Accounting Pronouncements

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial positionand results of operations if adopted.

 

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

 

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

 

 

 

 

8

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 limited operations. The costs and expenses associated with the preparation and filing of this report and other reports, have been paid for by advances from stockholders. We anticipate that in the immediate future, the necessary funds to maintain our corporate viability will most likely be provided by our officers, directors or principal stockholders. However, unless we are able to finalize an acquisition of or merger with an operating business or 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 March 31, 2009, we incurred a net loss of $4,291 compared to a $2,142 loss during the three month period ended March 31, 2008. The increased loss for the first quarter of 2009 is attributed to increased legal and accounting costs and expenses related to the preparation and filing with the SEC of our requisite periodic reports.

 

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 March 31, 2009, our expenses were paid by a principal shareholder. At March 31, 2009 we had a note payable - related party of $32,196. 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.

 

 

 

9

 

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" that 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 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

 

 

 

10

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 March 31, 2009, 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 first quarter of fiscal 2009. 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 first quarter of fiscal 2009 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

 

 

11

 

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.

 

 

 

 

 

12

                                                                                    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: May 4, 2009

/s/ Geoff Williams                  

 

Geoff Williams

 

President, C.E.O. and Director

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

13