Westgate Acquisitions (WESTG) 10-K/A 2009 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2009

 o 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)

175 South Main Street, Suite 740, Salt Lake City, Utah 84111

(Address of principal executive offices)   (Zip Code)

Registrant's telephone number, including area code:   (801) 322-3401

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o  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 Act. Yes o  Nox

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 1934during 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 x   No o

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. 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	o	Accelerated filer	o
Non-accelerated filer	o	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 [   ]

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2009, the last business day of the registrant’s most recently completed second quarter, was $-0-.  Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2009 have been excluded in that such persons may be deemed to be affiliates of the registrant.  This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of November 15, 2010 was 1,500,000.

DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part IV, Item 15.

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K/A for Westgate Acquisitions Corporation amends the Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC on May 11, 2010.  This Amendment No. 1 is being filed solely to revise the Report of Independent Registered Public Accounting Firm for the December 31, 2009 financial statements of Sadler, Gibb & Associates, L.L.C., which did not include a reference that the financial statements were presented for the period from inception (September 8, 1999) through December 31, 2009.

We have also included financial statements, an updated signature page and currently dated certifications as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

PART  1V

Item 15.                 Exhibits, Financial Statement Schedules

(a) Exhibits

Exhibit No.           Exhibit Name

 3.1* Certificate of Incorporation

 3.2* By-Laws

 4.1* Instrument defining rights of stockholders (See Exhibit No. 3.1, Certificate of Incorporation)

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

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

________________

* Previously filed as an Exhibit to the Form 10-SB filed February 6, 2008.

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WESTGATE ACQUISITIONS CORP.

AUDIT REPORT OF INDEPENDENT ACCOUNTANTS

AND

FINANCIAL STATEMENTS

December 31, 2009 and 2008

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WESTGATE ACQUISITIONS CORP.

TABLE OF CONTENTS

	Page
Audit Report of Independent Accountants	5
Balance Sheets – December 31, 2009 and 2008	6
Statements of Operations for the Years Ended December 31, 2009 and 2008	7
Statement of Stockholder’s Equity for the Years Ended December 31, 2009 and 2008	8
Statement of Cash Flows for the Years Ended December 31, 2009 and 2008	9
Notes to Financial Statements	10

_______________________________________

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SADLER, GIBB & ASSOCIATES, L.L.C.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Westgate Acquisitions Corp.

(A Development Stage Company)

We have audited the accompanying balance sheet of Westgate Acquisitions Corp., as of December 31, 2009 and 2008, and the related statements of income, stockholders’ equity and cash flows for the years then ended, and for the period from inception on September 8, 1999 through December 31, 2009. 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 is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 dis closures 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 audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all material respects, the financial position Westgate Acquisitions Corp. as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, and for the period from inception on September 8, 1999 through December 31, 2010, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had a loss from operations since inception of $57,077, an accumulated deficit of $61,857, and working capital deficit of $44,157, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SADLER, GIBB AND ASSOCIATES, LLC

Salt Lake City, UT

April 27, 2010

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WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Balance Sheets
ASSETS
	December 31,				December 31,
	2009				2008
CURRENT ASSETS
Cash		$	-			$	-
Total Current Assets			-				-
TOTAL ASSETS		$	-			$	-
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable		$	1,500			$	2,415
Note payable - related party			46,197				29,405
Total Current Liabilities			47,697				31,820
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			17,685				11,685
Deficit accumulated during the development stage			(65,397	)			(43,520	)
Total Stockholders' Equity (Deficit)			(47,697	)			(31,820	)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)		$	-			$	-
The accompanying notes are an integral part of these financial statements.

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WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Operations
							From
							Inception on
							September 8,
	For the Years Ended						1999 Through
	December 31,						December 31,
	2009			2008			2009
REVENUES	$	-		$	-		$	-
EXPENSES
General and
administrative		18,187			26,175			60,617
Total Expenses		18,187			26,175			60,617
LOSS FROM OPERATIONS		(18,187	)		(26,175	)		(60,617	)
OTHER EXPENSES
Interest expense		(3,690	)		(1,090	)		(4,780	)
Total Other Expenses		(3,690	)		(1,090	)		(4,780	)
LOSS BEFORE INCOME TAXES		(21,877	)		(27,265	)		(65,397	)
PROVISION FOR INCOME TAXES		-			-			-
NET LOSS	$	(21,877	)	$	(27,265	)	$	(65,397	)
BASIC LOSS PER SHARE	$	(0.01	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING		1,500,000			1,500,000
The accompanying notes are an integral part of these financial statements

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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	-		-		6,000		-			6,000
Net loss for the year ended
December 31, 2008	-		-		-		(27,265	)		(27,265	)
Balance, December 31, 2008	1,500,000	$	15	$	11,685	$	(43,520	)	$	(31,820	)
Services contributed by shareholders	-		-		6,000		-			6,000
Net loss for the year ended
December 31, 2009	-		-		-		(21,877	)		(21,877	)
Balance, December 31, 2009	1,500,000	$	15	$	17,685	$	(65,397	)	$	(47,697	)
The accompanying notes are an integral part of these financial statements.

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WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Cash Flows
								From
								Inception on
								September 8,
		For the Years Ended						1999 Through
		December 31,						December 31,
		2009			2008			2009
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss		$	(21,877	)	$	(27,265	)	$	(65,397	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Services contributed by shareholders			6,000			6,000			17,200
Changes in operating assets and liabilities:
Change in accounts payable			(915	)		2,415			1,500
	Net Cash Used by
	Operating Activities		(16,792	)		(18,850	)		(46,697	)
CASH FLOWS FROM INVESTING ACTIVITIES			-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash			-			-			500
Increase in note payable - related party			16,792			18,850			46,197
	Net Cash Provided by
	Financing Activities		16,792			18,850			46,697
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.

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WESTGATE ACQUISITIONS CORP.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 and 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                 a.   Business and Organization

Westgate Acquisitions Corporation (The Company) was organized on September 8, 1999, under the laws of the State of Nevada.  Pursuant to Statement of Financial   Accounting Standards No. 7, "Accounting and Reporting by Development Stage Enterprises," the Company is classified as a development stage company.

The Company's financial statements are prepared using the accrual method of accounting.  The Company has elected a December 31 year-end.

                 b.   Revenue Recognition

The Company currently has no source of revenues.  Revenue recognition policies will be determined when principal operations begin.

                 c.   Basic Loss Per Share

The computation of basic loss per share of common stock is based on the weighted average number of shares outstanding during the period.

	For the Years Ended
	December 31,
	2009			2008
Loss (numerator)	$	(23,377	)	$	(22,225	)
Shares (denominator)		1,500,000			1,500,000
Per share amount	$	(0.02	)	$	(0.01	)

d.      Provision for Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are  reduced by a  valuation  allowance  when,  in the opinion  of  management,  it is more  likely  than not  that  some portion or all of the deferred  tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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WESTGATE ACQUISITIONS CORP.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 and 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d.   Provision for Taxes (Continued)

Net deferred tax assets consist of the following components as of December 31, 2009 and 2008:

	2009			2008
Deferred tax assets:
NOL carryover	$	19,756		$	12,979
Valuation allowance		(19,756	)		(12,979	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 39% to pretax income from continuing operations for the years ended December 31, 2009 and 2008 due to the following:

	2009			2008
Book Income	$	(9,117	)	$	(8,668	)
Contributed services		2,340			2,340
Valuation allowance		6,777			6,328
	$	-		$	-

At December 31, 2009, the Company had net operating loss carry forwards of approximately $50,657 that may be offset against future taxable income through 2029.  No tax benefit has been reported in the December 31, 2009 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

e. 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.

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WESTGATE ACQUISITIONS CORP.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 and 2008

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (Continued)

f. Advertising Costs

The Company’s policy regarding advertising is to expense advertising when incurred. The Company had not incurred any advertising expense as of December 31, 2009.

g. Newly Issued Accounting Pronouncements

In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled “Subsequent Events”.  Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. SFAS 165 (ASC 855-10) provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. SFAS 165 (ASC 855-10) is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of SFAS 165 (ASC 855-10) during the quarter ended September 30, 2009 did not have a significant effect on th e Company’s financial statements as of that date or for the quarter or year-to-date period then ended. In connection with preparing the accompanying unaudited financial statements as of September 30, 2009 and for the quarter and nine month period ended September 30, 2009, management evaluated subsequent events through the date that such financial statements were issued (filed with the SEC).

In June 2009, the FASB issued SFAS 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles. (“SFAS 168” pr ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification as the sole source of authoritative accounting principles recognized by the FASB to be applied by all nongovernmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 (ASC 105-10) was prospectively effective for financial statements issued for fiscal years ending on or after September 15, 2009 and interim periods within those fiscal years. The adoption of SFAS 168 (ASC 105-10) on July 1, 2009 did not impact the Company’s results of operations or financial condition. The Codification did not change GAAP, however, it did change the way GAAP is organized and prese nted. As a result, these changes impact how companies reference GAAP in their financial statements and in their significant accounting policies. The Company implemented the Codification in this Report by providing references to the Codification topics alongside references to the corresponding standards.

With the exception of the pronouncements noted above, no other accounting standards or interpretations issued or recently adopted are expected to have a material impact on the Company’s financial position, operations or cash flows.

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.

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WESTGATE ACQUISITIONS CORP.

(A Development Stage Company)

Notes to Financial Statements

December 31, 2009 and 2008

NOTE 2 - GOING CONCERN (Continued)

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 plans to obtain such resources for the Company include (1) obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses, and (2) seeking out and completing a merger with an existing operating company.  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.

NOTE 3 -  RELATED PARTY TRANSACTIONS

The Company’s expenses are paid by its majority shareholder. The Company accrues interest on the amount payable to the shareholder at 10% per annum. The liability of $36,377 plus accrued interest of $4,780 are unsecured and due upon demand.

The Company records the value of the services performed by its officers and directors as a contribution to capital. The amount contributed was $6,000 for the years ended December 31, 2009 and 2008.

 NOTE 4-    SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) Company management reviewed all material events through May 3, 2010, and there are no material subsequent events to report.

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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.

 Westgate Acquisitions Corporation

By:    /S/   Geoff Williams   

Geoff Williams

 President, C.E.O. and Director

 Principal Financial Officer

 Principal Accounting Officer

Dated:   November 15, 2010

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/   Geoff Williams	President, C.E.O. and Director	November 15, 2010
Geoff Williams	Principal Financial Officer
	Principal Accounting Officer
/S/    Nancy Ah Chong	Secretary and Director	November 15, 2010
Nancy Ah Chong

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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 annual report on Amendment No. 1 to the Form 10-K/A 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: November 15, 2010

/S/   Geoff Williams

Geoff Williams

Chief Executive Officer

Principal Financial Officer

Principal Accounting Officer

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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 Annual Report of Westgate Acquisitions Corporation (the “Company”) on Amendment No. 1 to the Form 10-K/a for the period ending December 31, 2009, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Geoff Williams, Chief Executive Officer 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

November 15, 2010

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-K 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-K or as a separate disclosure document.