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, 2018
[ ] 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)
4190 South Highland Drive, Suite 230, Salt Lake City, Utah 84124
(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 [X ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
Large accelerated filer
[ ]
Accelerated filer
[ ]
Non-accelerated filer
[ ]
Smaller reporting company
[X]
(Do not check if a smaller reporting company)
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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 July 17, 2018
Common Stock, $0.00001 par value
6,000,000
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TABLE OF CONTENTS
Heading
Page
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
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
12
Item 4.
Controls and Procedures
12
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
13
Item 5.
Other Information
13
Item 6.
Exhibits
13
Signatures…………………………………………………………………………
14
2
PART I — FINANCIAL INFORMATION
Item 1.
Financial Statements
The accompanying unaudited balance sheet of Westgate Acquisitions Corporation at June 30, 2018, related to the unaudited statements of operations and statements of cash flows for the three and six months ended June 30, 2018 and 2017, 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, 2017 Form 10-K. Operating results for the period ended June 30, 2018, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2018 or any other subsequent period.
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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 due to its acquisition of certain mining and/or mineral claims. Our plan is to implement an initial exploration program with the goal of identifying a mineral deposit, provided the company is able to secure necessary funding. Ongoing operating expenses, including the preparation and filing of this and other requisite reports with the SEC, have historically been paid for by advances from stockholders. To maintain corporate viability, we believe future funds for operations will have to come from loans from officers, directors or stockholders. There is also a possibility that we could raise funds 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, 2018 compared to the three months ended June 30, 2017.
We have not recorded revenues since inception. During the three-month period ended June 30, 2018 (“second quarter”), we incurred a net loss of $16,145 compared to a $11,360 net loss during the comparable 2017 second quarter. This $4,785 increase in net loss is primarily attributed to the $3,357 increase in general and administrative expenses from $7,951 in the 2017 second quarter to $11,308 in the 2018 second quarter, due to increased professional and accounting expenses in 2018 related to ongoing reporting requirements. Also, interest expenses increased from $3,409 in the second quarter of 2017 to $4,837 in the second quarter of 2018, due to interest on increased loans from stockholders.
For the six months ended June 30, 2018 compared to the six months ended June 30, 2017.
During the six-month period ended June 30, 2018 (“first half”), we incurred a net loss of $26,750 compared to a $17,674 loss during the comparable first half of 2017. This increased net loss was also due primarily to the increase in general and administrative expenses from $10,898 for the first half of 2017 to $18,420 for the first half of 2018, reflecting the increase in professional and accounting expenses. Contributing to the increased net loss was the increase in interest expense from $6,776 for the first half of 2017 to $8,330 for the first half of 2018, attributed to interest on increased loans from stockholders.
Liquidity and Capital Resources
At June 30, 2018, we had total assets consisting solely of cash of $534, compared to cash of $379 at December 31, 2017. This increase is due to advances from stockholders used to pay ongoing operating expenses during the first half of 2018. Company funds have historically been derived from stockholder loans.
At June 30, 2018, we had total current liabilities of $272,536, compared to current liabilities of $248,631 at December 31, 2017. The increase in liabilities is attributed to ongoing professional fees and additional loans from stockholders to pay ongoing expenses during the first half of 2018. At June 30, 2018 we had a note payable - related party of $175,884, compared to $163,134 at December 31, 2017, which represents additional loans from stockholders. Accrued interest on the related party note payable increased from $82,467 at December 31, 2017 to $90,797 at June 30, 2018, attributed to ongoing interest on the increase in debt. Accounts payable also increased $2,825 to $5,855 in the first half of 2018 from $3,030 at December 31, 2017, reflecting an increase in unpaid liabilities. Expenses incurred during the first half of 2018 have been paid by stockholders.
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We anticipate ongoing expenses through the end of 2018 will continue to be paid by stockholder loans until we realize revenues from operations. In the interim, unless we find an acceptable source of outside funding we will continue to rely on stockholder financing. Until we realize revenue from operations, it is likely that the only other source of funding will be through the private sale of securities, either equity or debt.
At June 30, 2018, we had a stockholders’ deficit of $272,002 compared to a stockholders' deficit of $248,252 at December 31, 2017. This increase in stockholders' deficit is attributed to ongoing general and administrative expenses and increases in notes payable-related party and the interest thereon, reflecting additional loans from stockholders.
Management has concluded that we need to raise additional funds to carry on general corporate operations through the end of 2018. It is likely that these funds will have to come from additional loans from stockholders. There can be no assurance that stockholders will continue indefinitely to provide additional funds or continue to pay our expenses. In the future, we will need to raise substantial additional funds to be able to execute our exploration program. Management believes the most likely source of these funds will be the sale of securities. 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 we will require approximately $75,000 to execute phase one of our exploration program through the end of 2018.
Plan of Operation
We hold certain mining and/or mineral claims and/or leases located in Lincoln County, New Mexico. Accordingly, we are 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 not commenced comprehensive exploration on our properties and we have no known mineral reserves. Our proposed preliminary studies of our claims are intended to be exploratory in nature.
Our plan of operation reflects management’s objectives and anticipated growth for the next 12 months and beyond. Management has intended to identify future cash requirements necessary to fulfill our business objectives. During the balance of 2018, we anticipate needing approximately $75,000 to complete our initial planned exploration commitments. Phase one of our exploration plan is intended to define possible mineralized zones on our properties, which will further define potential drill targets. Our goal is to secure a mineral exploration report from a qualified, licensed geologist, which will describe in detail all the exploration data, testing results and all other operations performed on the properties as well as a definitive further exploration program with suggested costs to enter and perform the next phase of the expected exploration. We estimate that exploration expenditures to complete the phase one will be approximately $50,000. Following phase one, management will analyze results to determine whether the results warrant further work. In the event initial phase exploration results do not warrant drilling or further exploration, we will likely suspend operations on the property. We would then have to seek additional exploration properties and additional funding with which to conduct the work. There can be no assurance that we will be able to obtain additional financing or additional properties, which will raise doubts as to whether we will be able to continue active business operations.
Phase two, depending on positive results of phase one, will consist of refining target locations, commencing trenching, and obtaining metallurgical samples for milling and processing tests. Upon assessing these results, we will rank target sits, investigate possible mills, and securing necessary options and permits. Management estimates that we will need up to an additional $25,000 to complete phase two, including the cost to exercise the option to acquire additional claims and general expenses.
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If we successfully identify a mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether the mineral deposit is commercially viable. Management intends to explore a possible private placement of our securities and/or debt financing to raise additional funds, 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 cannot raise additional funds for this work, we would be unable to proceed, even if a viable mineral deposit is discovered.
Our total exploration expenditures for phase one and two are expected, including initial filing and boding costs, could exceed $100,000. Each phase of our proposed exploration will be assessed to determine whether the results warrant further work. If exploration results on the initial phases do not warrant drilling or further exploration, we will suspend operations on the property. We will then 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 will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we require additional funds to maintain our operations and these conditions raise substantial doubt about our ability to continue as a going concern.
We will not be conducting any product research or development over the next 12 months and do not expect to purchase any plant or significant equipment during that time. We do not have employees and do not expect add employees over the next 12 months, except for possible consultants and part-time clerical help. We anticipate that our current management team will satisfy our requirements for the foreseeable future.
In the past, we have relied upon funding from our officers, directors and stockholders to continue operations. We believe that in the immediate future, it will be necessary for officers, directors or stockholders to advance additional funds to remain a viable business and we will most likely accrue expenses as possible 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 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.
Because we most likely 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.
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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 June 30, 2018, 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 2018. 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 2018 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.
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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.
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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: July 17, 2018
By: /S/ GEOFF WILLIAMS
Geoff Williams
President, C.E.O. and Director
(Principal Accounting Officer)
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