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, 2015
[ ] 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)
2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109
(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 [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if 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 [ ]
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 [ ] No [X]
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 14, 2015
Common Stock, $0.00001 par value
6,000,000
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.
Controls and Procedures
11
PART II — OTHER INFORMATION
Item 1.
Legal Proceedings
12
Item 1A.
Risk Factors
12
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
12
Item 3.
Defaults Upon Senior Securities
12
Item 4.
Mine Safety Disclosures
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, 2015, related unaudited statements of operations and statements of cash flows for the six months ended June 30, 2015 and 2014, 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 audited financial statements and notes thereto included in the company’s December 31, 2014 Form 10-K. Operating results for the period ended June 30, 2015, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015 or any other subsequent period.
WESTGATE ACQUISITIONS CORPORATION
Notes to Financial Statements
June 30, 2015 and December 31, 2014
(Unaudited)
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, 2015, 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, 2014 audited financial statements. The results of operations for the periods ended June 30, 2015 and 2014 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.
NOTE 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.
WESTGATE ACQUISITIONS CORPORATION
Notes to Financial Statements
June 30, 2015 and December 31, 2014
(Unaudited)
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.
NOTE4 - RELATED PARTY TRANSACTIONS
The Company has recorded expenses paid on its behalf by shareholders as a related party note payable. The note bears interest at ten percent per annum, is unsecured and is due and payable upon demand. The balance of this payable totaled $119,794 and $117,719 atJune 30, 2015 and December 31, 2014, respectively. Accrued interest on the note totaled $46,432 and $40,516 at June 30, 2015 and December 31, 2014, respectively.
NOTE 5 – CONTRIBUTED SERVICES
During the six-month periods ended June 30, 2015 and 2014, the Company’s sole officer has contributed various administrative services to the Company. These services include basic management and accounting services, and utilization of office space and equipment. These services have been valued at $6,000 annually, or $3,000 for the six-month periods ended June 30, 2015 and 2014.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.
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.
Westgate Acquisitions Corporation (“Westgate” or the “company”) is an exploration stage company reflecting the acquisition of certain mining and/or mineral claims in December 2013. Ongoing operating expenses, including preparing and filing this and other reports with the SEC, have historically been paid for by advances from stockholders. We anticipate that necessary future funds to maintain corporate viability will most likely be provided by officers, directors or principal stockholders or from private sales of securities, either debt or equity. However, there is no assurance that we will be able to realize such funds on terms favorable to the company, or at all.
Results of Operations
For the three months ended June 30, 2015 compared to the three months ended June 30, 2014.
Westgate has not recorded revenues since inception. During the three-month period ended June 30, 2015 (“second quarter”), we incurred a net loss of $17,217 compared to a $12,055 loss during the comparable quarter of 2014. The increased net loss was due primarily to an increase in general and administrative expenses from $9,149 for the second quarter of 2014 to $14,230 for the comparable 2015 period, reflecting an increase in professional services. Additionally, interest expense increased from $2,906 for the first quarter of 2014 to $2,987 for the first quarter of 2015, due to increased loans from stockholders.
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
For the six months ended June 30, 2015 compared to the three months ended June 30, 2014.
During the six-month period ended June 30, 2015, we incurred a net loss of $28,164 compared to a $17,172 loss during the comparable period of 2014. The increased net loss was due primarily to an increase in general and administrative expenses from $11,803 for the six months ended June, 2014 to $22,248 for the comparable 2015 period, reflecting an increase in professional services. Additionally, interest expense increased from $5,369 for the six months ended June 2014 to $5,916 for the comparable period of 2015, due to increased loans from stockholders.
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future. Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Liquidity and Capital Resources
At June 30, 2015, we had total assets consisting of cash of $10,959, compared to cash of $16,002 at December 31, 2014. The decrease in cash at is to the payment of ongoing operating expenses during the first half of 2015. Our funds have been derived from stockholder loans.
At June 30, 2015, we had total current liabilities of $187,631, compared to current liabilities of $167,510 at December 31, 2014. The increase in liabilities at June 30, 2015 is primarily attributed to ongoing professional fees and additional loans from stockholders. At June 30, 2015 we had a note payable - related party of $119,794 compared to $117,719 at December 31, 2014 due to new loans from stockholders. Accrued interest on the related party note payable increased from $40,516 at December 31,
2014 to $46,432 at June 30, 2015, attributed to ongoing interest on the debt. Also, accounts payable increased from $9,275 at December 31, 2014 to $21,405 at June 30, 2015, attributed to ongoing professional expenses. Expenses incurred during the 2014 and first half of 2015 have been paid for by stockholders.
Because of our limited cash reserves and no operating revenues, we anticipate that for the immediate future we will need to continue to rely on stockholder loans to pay ongoing expenses until such time as we can successfully find a source of outside funding. There is no assurance that our stockholders will continue indefinitely to provide additional funds or pay our expenses. It is most likely the only other source of funding future operations will be through the private sale of securities, either equity or debt.
At June 30, 2015, we had a stockholders’ deficit of $227,389 compared to a stockholders' deficit of $199,225 at December 31, 2014. The increase in stockholders' deficit is attributed to ongoing business expenses, particularly legal and accounting expenses, and increases in notes payable-related party and the interest thereon.
We believe we have sufficient funds to carry on general operations for the next three months. We expect that we will need to raise additional funds, most likely from the sale of securities or from stockholder loans, to be able to execute phase one of our exploration program. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned exploration program. We estimate that in addition to cash on hand, we will require an additional $21,000 to execute phase one of our exploration program through the end of 2015.
Net Operating Loss
We have accumulated a net operating loss carryforwards of approximately $77,592 as of December 31, 2014. This loss carry forward may be offset against future taxable income through the year 2034. The use of these losses to reduce future income taxes will depend on the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. In the event of certain changes in control, there will be an annual limitation on the amount of net operating loss carryforwards that can be used. No tax benefit has been reported in the financial statements for the year ended December 31, 2014 or the six-month period ended June 30, 2015 because it has been fully offset by a valuation reserve. The use of future tax benefit is undeterminable because we presently have no operations.
Plan of Operation
On December 12, 2013, we finalized the acquisition of certain mining and/or mineral claims and/or leases located in Lincoln County, New Mexico. Accordingly, we are classified or considered an exploration stage mining company, which is defined as a company engaged in the search for mineral deposits or reserves of precious and base metal targets, which are not in either the development or production stage. We have no known mineral reserves on our properties and our proposed preliminary studies of the Claims is intended to be exploratory in nature.
Our current plan of operation reflects our objectives and anticipated growth for the next 12 months and beyond, identifying cash requirements to fulfill our business objectives. We will need to raise additional funds during the next 12 months to complete our exploration commitments and to pay for general business and operating expenses. We believe current funds are sufficient to complete requisite initial geological reports as well as cover general and administrative expenses for at least the next three months. However, we estimate that we will need up to an additional $60,000 during the next twelve months to complete the second phase of exploration and to commence an exploratory drilling program. Management plans to explore a possible private placement of our securities and/or debt financing to raise the additional fund, although no definitive plan has been formulated and there can be no assurance that we will be able to realize the necessary funds.
If we are able to complete our planned initial exploration programs and successfully identify a
mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether any identified mineral deposit is commercially viable. If we are unable to raise additional funds for this work or secure a strategic partner, we would be unable to proceed, even if a mineral deposit is discovered and is believed to be commercially viable.
Our business plan calls for exploration on our properties to be conducted as Phase One and Phase Two. Total exploration expenditures for Phase One and Phase Two are expected to be approximately $35,700. We currently have approximately $16,000 in available funds. Management will assess each phase of our proposed exploration to determine whether the results warrant further work. If exploration results on the initial phases do not warrant drilling or further exploration, we will most likely suspend operations on the property. In that event, we would need to seek additional exploration properties and additional funding with which to conduct the work. If we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.
Historically, we have incurred operating losses and we will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we will require additional funds to maintain operations and these conditions raise substantial doubt about our ability to continue as a going concern.
We do not anticipate conducting any product research or development over the next 12 months. Also, we do not expect to make any major equipment purchasers or make any significant capital expenditures in the immediate future unless we have the necessary funds. We do not have employees and do not expect to add employees over the next 12 months, except for part-time clerical assistance on an as-needed basis and possibly engaging outside advisors or consultants as requisite funds are available. We anticipate that our current management team will satisfy our everyday operating requirements for the foreseeable future.
Because we currently have limited cash, it may be necessary for officers, directors or stockholders to advance funds and we will most likely accrue expenses until a funding can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, we expect directors to defer any compensation until such time as we have sufficient funds. We have not yet entered into any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.
As it is most likely we will need to obtain outside financing, possibly the only method available would be the private sale of securities. 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 necessary additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.
Forward-Looking and Cautionary Statements
This report contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms. These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Although forward-looking statement, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. We believe the expectations reflected in these forward-looking statements are reasonable, however 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. 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, concluded that, as of March 31, 2015, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.
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 2014. 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 2015 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.
Mine Safety Disclosures
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.
Exhibit 101*
Interactive Data File
*
In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.
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 14, 2015
By: /S/ GEOFF WILLIAMS
Geoff Williams
President, C.E.O. and Director
(Principal Accounting Officer)
