Rockwall (SMEG) 10-Q/A 2008 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2008
OR
[   ]	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 000-33153

WESTMOORE HOLDINGS, INC.

(Exact name of small business issuer as specified in its charter)

Nevada	52-2220728
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

8141 E. Kaiser Blvd., Suite 312, Anaheim Hills, CA 92808

(Address of principal executive offices)

(714) 998-4425

(Issuer’s telephone number)

None

(Former name, former address and former fiscal year, if changed since last report)

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 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.  [X] 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.  See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [_]                                                                                               Accelerated filer  [_]

Non-accelerated filer  [_]                                                                                                Smaller reporting company  [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s stock, as of the latest practicable date:  As of September 30, 2008 the registrant had 25,328,822 shares of its common stock outstanding with a par value of $0.01, 4,317,875 warrants to purchase shares of common stock and 1 million shares of Series A preferred stock.

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EXPLANATORY NOTE

This amended Form 10-Q is being filed to correct two errors found on Pg. 7 in the consolidated statement of operations.  The Financial Statements and all ofther information were stated correctly.

WESTMOORE HOLDINGS, INC.

INDEX TO QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2008

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets at September 30, 2008 and December 31, 2007 (Unaudited)	5
	Consolidated Statements of Operations for the Three Months and Nine Months Ending September 30, 2008 and September 30, 2007, Respectively (Unaudited)	7
	Consolidated Statement of Shareholders’ Equity (Deficit) for the Nine Months Ended September 30, 2008 (Unaudited)	8
	Consolidated Statements of Cash Flows for the Nine Months Ending September 30, 2008 and September 30, 2007 (Unaudited)	9
	Consolidated Notes to Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4T.	Controls and Procedures	29
PART II.	OTHER INFORMATION	29
Item 1	Legal Proceedings	29
Item 1A	Risk Factors	30
Item 2	Unregistered Sales of Equip Securities and Use of Proceeds	30
Item 3	Defaults upon Senior Securities	30
Item 4	Submission of Matters to a Vote of Security Holders	30
Item 5	Other Information	30
Item 6	Exhibits	30

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to implement our business plan, our ability to raise sufficient capital as needed, the market acceptance of our wellness products, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements.  Readers should carefully review this report in its entirety, including the risks described in “Risk Factors.” Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report.  You should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

When used in this report, the terms “Westmoore Holdings,” “Westmoore,” the “Company,” “we,” “our,” and “us” refers to Westmoore Holdings, Inc., a Nevada corporation, and our subsidiaries. The information which appears on our web site is not part of this quarterly report.

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PART I – FINANCIAL STATEMENTS

ITEM 1.                      FINANCIAL STATEMENTS

WESTMOORE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	September 30, 2008			December 31, 2007
ASSETS
Current Assets:
Cash	$	132,013		$	52,676
Accounts receivable, net of allowance for doubtful accounts of $558,853 and $24,973 as of September 30, 2008 and December 31, 2007		384,767			439,414
Prepaid expenses		8,430			15,493
Receivable from escrow agent		-			400,000
Notes receivable, net		109,590			-
Interest receivable		41,328			-
Inventory		196,224			141,879
Other		-			3,373
Deferred finance costs, net of amortization		41,868			41,868
Total current assets		914,220			1,094,703
Equipment and furniture:
Office furniture, leasehold improvements, equipment and computers		589,142			506,061
Accumulated depreciation		(180,552	)		(106,545	)
Net assets related to discontinued operations at net realizable value		-			19,544
Total equipment and furniture		408,590			419,060
Deposits		18,898			18,495
Deferred finance costs, net of current portion and amortization		10,163			41,564
Notes receivable		2,497,373			-
Total assets	$	3,849,244		$	1,573,822

See accompanying notes to the consolidated financial statements.

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WESTMOORE HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED) (con’t.)

	September 30, 2008			December 31, 2007
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	287,231		$	263,892
Accrued expenses		232,665			54,878
Interest payable		37,867			147,881
Liabilities related to discontinued operations		-			177,281
Secured line of credit – related party		-			638,240
Debt for stock issuance		150,000			-
Total Liabilities		707,763			1,282,172
Long term liabilities:
Notes payable long term		213,614			385,000
Shareholder’s equity (deficit):
Preferred stock (par value $0.01) 24,000,000 shares authorized, no shares issued and outstanding at September 30, 2008 and no shares issued as of December 31, 2007		-			-
Preferred stock Series A (par value $0.01) 1,000,000 shares authorized, 1,000,000 and no shares issued and outstanding at September 30, 2008 and December 31, 2007 respectively		10,000			-
Common stock (par value $0.01) 50,000,000 Shares authorized, 25,328,822 and 7,829,888 shares issued at September 30, 2008 and December 31, 2007 respectively		253,288			78,299
Common stock 10,000,000 shares authorized, Bear Industrial Supply & Manufacturing, Inc., no par value 1,657,500 shares issued and outstanding at December 31, 2007		-			434,000
Additional paid in capital		8,601,457			4,668,742
Accumulated deficit		(5,936,878	)		(5,274,391	)
Total shareholders’ equity (deficit)		2,927,867			(93,350	)
Total liabilities and shareholders’ equity	$	3,849,244		$	1,573,822

See accompanying notes to the consolidated financial statements.

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WESTMOORE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007
Revenue:
Product sales	$	701,691		$	486,655		$	2,333,639		$	1,359,969
Licensing fee		41,371			-			41,371			-
Total Revenue		743,062			486,655			2,375,010			1,359,969
Cost of Sales		526,024			375,997			1,577,468			999,057
Gross Profit		217,038			110,658			797,542			360,912
Expenses:
Salary and benefits		141,029			63,427			383,253			182,568
Professional and accounting fees		100,220			-			448,475			2,685
Office		39,894			17,717			85,862			41,467
Rent		34,421			28,350			96,255			80,640
Insurance		28,817			5,981			72,089			19,385
Advertising, marketing and promotion		6,083			2,408			10,855			5,939
Depreciation and amortization		27,013			35,451			105,408			57,912
Bad debt		533,905			3,625			540,385			9,530
Travel		1,869			48			16,418			1.377
Total general, selling and administrative expenses		913,251			157,007			1,759,000			401,503
Income (loss) from operations		(696,213	)		(46,349	)		(961,458	)		(40,591	)
Other income (expense):
Interest income		170,113			-			329,885			-
Interest expense		(4,492	)		(50,996	)		(30,114	)		(147,694	)
Other expense		-			-			-			-
Total other income and expense		165,621			(50,996	)		299,771			(147,694	)
Loss before taxes and discontinued operations		(530,592	)		(97,345	)		(661,687	)		(188,285	)
Provision for income taxes		-			-			800			-
Discontinued Operations:
Loss from discontinued operations		-			(31,685	)		-			(542,650	)
Net loss	$	(530,592	)	$	(129,030	)	$	(662,487	)		(730,935	)
Loss per shares (basic and diluted)	$	(0.03	)	$	(0.03	)	$	(0.05	)	$	(0.42	)
Weighted average number of shares (basic and diluted)		14,410,710			(4,961,899	)		12,644,726			1,720,949

See accompanying notes to the consolidated financial statements.

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WESTMOORE HOLDINGS, INC.

CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

	WESTMOORE HOLDINGS, INC.
	PREFERRED STOCK (SERIES A)				COMMON STOCK				BEAR COMMON STOCK *
	NUMBER OF SHARES		PAR VALUE ($0.01)		NUMBER OF SHARES		PAR VALUE ($0.01)					PAID IN CAPITAL			ACCUMULATED DECIFIT				TOTAL
Balance at December 31, 2007		-	$	-		7,829,888	$	78,299	$	434,000		$	4,668,742		$	(5,274,391	)		$	(93,350	)
Acquisition of assets of Bear Industrial Supply & Manufacturing, Inc.										(434,000	)									(434,000	)
Shares issued for services rendered		1,000,000		10,000		-		-					69,000			-				79,000
Shares issued for purchase of subsidiary		-		-		1,506,024		15,060					418,940							434,000
Shares issued for purchase of subsidiary		-		-		11,625,035		116,250					(116,250	)		-				-
Shares issued for payment of debt		-		-		100,000		1,000					99,000			-				100,000
Shares issued for cash		-		-		4,267,875		42,679					3,462,025			-				3,504,704
Net Loss		-		-		-		-					-			(662,487	)			(662,487	)
Balance at September 30, 2008		1,000,000	$	10,000		25,328,822	$	253,288	$	-		$	8,601,457		$	(5,936,878	)	$		2,927,867

* Bear Common Stock is the common stock of Bear Industrial Supply & Manufacturing, Inc.

See accompany notes to consolidated financial statements.

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WESTMOORE HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended:
	September 30, 2008			September 30, 2007
Cash flows from operating activities:
Net loss	$	(662,487	)	$	(730,935	)
Net loss on discontinued operations
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation		74,007			26,384
Amortization		31,401			31,528
Allowance for doubtful accounts		539,368			5,279
Shares issued for services and compensation		79,000			-
Shares issued for payment of debt		100,000			685,403
Change in operating assets and liabilities:
Accounts Receivable		(21,821	)		(77,777	)
Inventory		(54,345	)		(4,897	)
Prepaid expenses		11,863			47
Deposits		(400	)		-
Other assets		(57,552	)		1,600
Accounts payable		23,063			122,631
Accrued expenses		178,058			(42,920	)
Interest payable		(110,013	)		137,232
Change in discontinued operations		(157,737	)		55,252
Total adjustments		634,892			938,763
Net cash provided (used) by financing activities		(27,595	)		208,828
Cash flows from investing activities:
Notes receivable		(2,519,163	)		-
Interest receivable		(135,904	)		-
Equipment		(83,080	)		(202,494	)
Net cash used by investing activities		(2,738,147	)		(202,494	)
Financing activities:
Increase in debt for stock issuance		(809,626	)		(5,789	)
Decrease in notes payable		150,000			-
Shares issued for cash		3,504,705			-
Net cash provided by financing activities		2,845,079			(5,789	)
Net increase (decrease) in cash		79,337			545
Cash, beginning of period		52,676			71,531
Cash, end of period	$	132,013		$	72,077
Supplemental information on non-cash and financing activities
Stock issued for compensation, services and debt	$	179,000		$	685,403
Supplemental cash flow information interest paid	$	8,614		$	3,328
Non cash	$	6,732,497		$	256,103

See accompanying notes to the consolidated financial statement.

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WESTMOORE HOLDINGS, INC.

CONSOLIDATED NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008

(UNAUDITED)

1.           HISTORY AND ORGANIZATION OF THE COMPANY

OUR HISTORY

We (the Company, Westmoore Holdings, Inc.), were incorporated in Nevada on August 13, 1981, under the name Port Star Industries, Inc.  We were organized to succeed to the properties, rights and obligations of Port Star Industries, Inc., a publicly-held North Carolina corporation formed on November 3, 1961 under the name of Riverside Homes, Inc. ("Port Star North Carolina").

At the time of our formation, Port Star North Carolina had no assets, liabilities or operations.  In order to change the domicile of Port Star North Carolina to Nevada:

● Port Star North Carolina caused our formation under the laws of Nevada, with an authorized capitalization that "mirrored" the authorized capitalization of Port Star North Carolina, and issued to each stockholder of Port Star North Carolina a number of shares of our common stock equal to such stockholder's share ownership of Port Star North Carolina.

● Port Star North Carolina conducted no operations subsequent to the reincorporation and was administratively dissolved in 1988.

● We remained inactive until March 20, 1984, when our stockholders voted to acquire Energy Dynamics, Inc., and changed our name to Energy Dynamics, Inc.  However, on March 20, 1985, the acquisition was rescinded due to non-performance by Energy Dynamics.  At this time, we changed our name to Heathercliff Group Inc. and from 1984 to 1985, engaged in real estate development.  Real estate operations ceased in 1985, and, in 1985, Nevada revoked our charter for failing to file required reports.

● On January 10, 2000, we revived our Nevada charter and, in connection therewith, we changed our name to StarMed Group, Inc.  At the time of the revival of our charter, we had no assets or liabilities.  Mr. Herman Rappaport was our majority stockholder either directly or through his family trust.

● On July 27, 2001, we acquired Sierra Medicinals, Inc., an Arizona corporation incorporated in March 2000, in a share exchange whereby we issued a total of 469,792 shares of common stock for all of the issued and outstanding shares of Sierra Medicinals, Inc.  Mr. Herman Rappaport, either directly or through his family trust, was a majority stockholder of Sierra Medicinals, Inc.

● On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc.  The Company also changed its ticker symbol from SMED.OB to WSMO.OB.

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● In addition, effective January 17, 2008, we terminated all existing business operations and the President of StarMed Group, Inc. resigned and terminated his employment agreement and all of his rights under the agreement.

● In May 2008, the Company’s wholly owned subsidiary Bear Industrial Holdings, Inc. purchased the assets and liabilities of Bear Industrial Manufacturing & Supply, Inc.  Presently, the Company’s primary operational activity is through its subsidiary Bear Industrial Holdings, Inc.

● In July, 2008 we issued 11,625,035 shares of common stock for 100% of the issued and outstanding shares of Hanalei Bay Restaurant Group.

2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, Bear Industrial Holdings, Inc. and Hanalei Bay Restaurant Group.  All significant intercompany balances and transactions have been eliminated in consolidation.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Financial instruments consist principally of cash, payables and accrued expenses.  The estimated fair value of these instruments approximates their carrying value.

CONCENTRATION OF CREDIT RISK

The Company currently maintains substantially all of its day-to-day operating cash with a major financial institution.  At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation (FDIC).  Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date.

The Company has one customer that accounts for 62% of sales for the quarter ended September 30, 2008.

ACCOUNTS RECEIVABLE

Trade accounts receivable are reported at net realizable value.  This value includes an allowance for estimated uncollectable accounts receivable, which is charged to a provision entitled “doubtful accounts”.  An estimated allowance for doubtful accounts are based on the status of past due accounts as well as the company’s history to collect uncollectable accounts.

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On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In March 2008 the Company decided to write off their receivable from the escrow agent due to the receivable being deemed uncollectible.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc. The Company also changed its ticker symbol from SMED.OB to WSMO.OB.

INVENTORY

The Company’s wholly owned subsidiary Bear Industrial Holdings, Inc., manufacturers PVC well casings, screens, and made-to-order parts for the environmental, water well, and geotechnical drilling industries, as well as custom down hole tools for the oil and gas industry.  The Company accounts for its finished goods inventory at the lower of first-in, first-out basis (FIFO) or market.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost.  Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from one to ten years.  Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease term.

STOCK BASED COMPENSATION

On February 26, 2008, the Company entered into an Executive Employment Contract with the new President of the Company.  As part of the Employment Contract, the new President of the Company received one million (1,000,000) shares of Series A Preferred Stock valued at $79,000 of the Company as part of his compensation for services rendered.  The one million (1,000,000) shares of the Series A Preferred Stock of the Company shall be convertible to common shares of stock, at the option of The President, on a ten for one basis.  Each share of the Series A Preferred Stock of the Company shall be entitled to voting rights equal to 50 shares of the Common Stock of the Company.  The Company’s President shall serve for the term of five (5) years with a salary of $200,000 per year, of which $16,667 is accrued at September 30, 2008.  In addition, the President of the Company receives a $3,000 per month car allowance, of which $3,000 was accrued at September 30, 2008.

INCOME TAXES

The Company has deferred income taxes which are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences 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 not 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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ADVERTISING COSTS

The Company expenses advertising costs as incurred.  For the period ending September 30, 2008 and 2007, the Company incurred advertising expense of $10,855 and $5,939, respectively.

3.           INVENTORY

Inventory consists of the following as of September 30:

	September 30, 2008		December 31, 2007
Raw materials	$	196,224	$	126,604
Finished goods		-		15,275
	$	196,224	$	141,879

4.           PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, excluding discontinued operations in 2007, consist of the following:

	September 30, 2008			December 31, 2007
Furniture, fixtures and office equipment	$	16,716		$	16,716
Machinery and equipment		516,581			436,046
Computer equipment		8,367			5,821
Leasehold improvements		47,478			47,478
		589,142			506,061
Less: accumulated depreciation and amortization		(180,552	)		(106,545	)
	$	408,590		$	399,516

5.           NOTES RECEIVABLE

The Company has short term notes receivable with various borrowers amounting to $421,790.  The terms of those notes range from one year to two years at interest rates of eight (8%) to twenty four (24%) per annum.  The Company values those notes at its net collectable balances.  The Company established a Reserve For Collections totaling $312,200 and has fully resented the $119,663 interest receivable on these notes at September 30, 2008.  All notes are secured by through a general security interest on the borrower’s assets.  In addition, the Company has one long term note receivable from a related entity in the amount of $2,497,373, accruing 24% per annum interest due on June 15, 2010.

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6.           DEFERRED FINANCE COSTS

	2008			2007
Deferred finance costs:
Beginning balance	$	164,000		$	164,000
Ending balance		164,000			164,000
Less:  accumulated amortized finance costs		(111,969	)		(80,568	)
		52,031			83,432
Less:  current portion		41,868			41,868
	$	10,163		$	41,564

The total amount of finance costs recorded during the nine months ending September 30, 2008 and 2007, $31,401 and $31,528, respectively.

7.             NOTES PAYABLE

The Company has notes payable with various borrowers.  The terms of those notes mature on December 31, 2009 and have an interest rate of thirteen and a third (13.33%) per annum.

The Company has notes payable with various borrowers.  The terms of those notes are noted below in the chart. 

	2008		2007
Unsecured note payable, interest payable at 13.33% plus $650 per month, and 10% ownership of the Company, due on December 31, 2009	$	-0-	$	75,000
Unsecured note payable, interest payable at 13.33% plus 10% ownership of the Company, due on December 31, 2009		110,000		110,000
Unsecured note payable, interest payable at 13.33% plus 30% ownership of the Company, due on December 31, 2009		103,614		200,000
Total notes payable	$	213,614	$	385,000

As of September 30, 2008, the future minimum note payments for the Company are as follows:

For the Year Ended December 30,
2009	$	213,614

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8.           SECURED LINES OF CREDIT – RELATED PARTY

On January 1, 2006, the Company signed a secured promissory note with a business entity controlled by one of its shareholders.  The Company has the ability to borrow up to $1,000,000 from time to time through September 30, 2008, automatically renewed for an indefinite number of 2-year periods, unless terminated by either party.  The loan bears interest at 24% per annum.  The loans will be secured by substantially all assets and proceeds of the Company, as defined in the agreement.  The total amount outstanding under this line of credit at September 30, 2008 and December 31, 2007 was $0 and $586,140, respectively.  This line of credit was terminated with the change in control effected January 17, 2008.

On March 20, 2007, the Company signed a secured promissory note with a business entity controlled by a shareholder.  The Company has the ability to borrow up to $2,000,000 from time to time through March 20, 2009, automatically renewed for an indefinite number of 2-year periods, unless terminated by either party.  The loan bears interest at 18% per annum and a loan fee of 2% shall be paid and deducted from the proceeds of each loan.  The loans will be secured by substantially all assets and proceeds of the Company, as defined in the agreement.The total amount outstanding under this line of credit at September 30, 2008 and December 31, 2007 was $0 and $52,100, respectively.  This line of credit was terminated with the change in control effected January 17, 2008.

9.           CAPITAL STOCK

On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc.  The Company also changed its ticker symbol from SMED.OB to WSMO.OB.

During the first quarter of 2008, we initiated a private offering, within the meaning of Regulation D of the Securities Act, where we offered units at a price of $1.00 per unit, which was comprised of one share of stock and one warrant to purchase stock exercisable at $2.50 per share.  The private offering was made only to accredited investors within the meaning of Regulation D of the Securities Act of 1933 under Rule 506 of Regulation D.  We have raised $3,813,000 from twenty eight (28) accredited investors.  As of April 1, 2008 we have closed the raise and are no longer raising money pursuant to this private offering.

During the second quarter of 2008, we initiated another private offering, within the meaning of Regulation D of the Securities Act, of up to 2,000,000 units at $.80 per unit, which comprise of one share of stock and one warrant to purchase company stock exercisable at $2.50 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of September 30, 2008, we have raised $1,393,600 from fifteen (15) accredited investors.  The proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.

Additionally during the second quarter, the Companies wholly owned subsidiary Bear Industrial Holdings, Inc., a California corporation, entered into an Asset Purchase Agreement with Bear Industrial Supply & Manufacturing, Inc.  The Asset Purchase Agreement provides for the acquisition of substantially all of the assets of Bear Industrial Supply & Manufacturing, Inc. for a purchase price of $2.25 million dollars payable as follows: (i) $974,810 in cash; (ii) the issuance of $1,275,190 million in stock, calculated at the closing bid price on the date of the Agreement and (iii) Two million five year options to acquire shares of the Company’s common stock exercisable at $1.25 per share.  Certain officers and directors of the Company are also shareholders of Bear Industrial Supply & Manufacturing, Inc.  In order to address this conflict of interest the Company took the following steps: (i) it secured an independent valuation of Bear expressing an opinion of $2.21 million in value; (ii) all interested directors and officers abstained from any decision or voting in connection with the execution of the Agreement and (iii) the Agreement was unanimously approved by all disinterested directors.

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The assets and liabilities that were retained by the prior owners of the Company plus the commission paid out to brokers netted to $217,500.

During July, 2008 we completed the acquisition of 100% of the shares of common stock of Hanalai Bay Restaurant Group, Inc. with the issuane of 11,625,035 shares of common stock.

DESCRIPTION OF SECURITIES

The Company is authorized to issue 50,000,000 shares of common stock, par value $.01 per share, and 25,000,000 shares of preferred stock, par value $.01 per share.  Of the 25,000,000 shares of preferred stock, 1,000,000 shares have been designated as “Series A Preferred Stock” and have been issued and are outstanding at September 30, 2008.

COMMON STOCK

The holders of common stock are entitled to one vote per share on all matters submitted to a vote by the shareholders of the Company, including the election of directors.  The shareholders have no rights to cumulate votes in the election of directors.  The shareholders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock.  In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock.  Shareholders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.

PREFERRED STOCK

The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $.01.  Such preferred stock may be designated in one or more series with such designations as voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution by the board of directors.  The issuance of preferred stock by the Company may have the effect of delaying, deferring or preventing a change in control of our Company without further action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock.  In certain circumstances, the issuance of preferred stock could depress the market price of the common stock.

On February 7, 2008, the Company designated one million (1,000,000) shares of its authorized preferred stock as Series A Preferred Stock with a par value of $0.01 per share (the "Series A Preferred Stock").

On February 26, 2008, the Company entered into an Executive Employment Contract with the new President of the Company.  As part of the Employment Contract, the new President of the Company, Mr. Matthew Jennings, received One Million (1,000,000) shares of Series A Preferred Stock of the Company valued at $79,000 as part of his compensation for services rendered.  The One Million (1,000,000) shares of the Series A Preferred Stock of the Company shall be convertible to common shares of stock, at the option of The President, on a ten for one basis.  Each share of the Series A Preferred Stock of the Company shall be entitled to voting rights equal to 50 shares of the Common Stock of the Company.  The Company’s President shall serve for the term of five (5) years with a salary of $200,000 per year, of which $78,667 is accrued at September 30, 2008.  In addition, the President of the Company receives a $3,000 per month car allowance, of which a $3,000 was accrued at September 30, 2008.

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COMMON STOCK PURCHASE WARRANTS

On January 26, 2008 the Company had initiated a private offering within the meaning of Regulation D of the Securities Act where the Company offered units at a price of $1.00 per unit, which was comprised of one share of stock and one warrant to purchase stock exercisable at $2.50 per share.  Each warrant entitles the holder to purchase common stock at any time prior to one year from the date of issuance.  As of September 30, 2008 there have been 3,813,000 Units purchased by twenty eight (28) accredited investors.  As of April 1, 2008 we have closed the raise and thus, no additional warrants shall be issued pursuant to this financial raise.

During the second quarter of 2008, we initiated another private offering within the meaning of Regulation D of the Securities Act where the Company offered up to 2,000,000 units at $.80 per unit, which comprised of one share of stock and one warrant to purchase company stock exercisable at $2.50 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of September 30, 2008, there have been 1,393,600 Units purchased by fifteen (15) accredited investors.

10.           INCOME TAXES

Reconciliation of the differences between the statutory tax and the effective income tax is as follows:

	September 30, 2008	December 31, 2007
Federal statutory tax	(34.00%)	(34.00%)
State taxes, net of federal tax	(5.83%)	(5.83%)
Valuation allowance	39.83%	39.83%
	- %	-  %

The effective income tax rate differs from the federal statutory rate primarily due to permanent timing differences and net operating loss carry forwards.

Change in ownership provisions limit the benefits from net operating losses and non-capital losses carried for United States tax purposes.  In addition, the net operating losses can only be used in the same industry in which they have been incurred.  At this time, management believes that $4,868,000 of the NOL’s which were incurred prior to January 1, 2008 and which were incurred in another industry, to be unusable and furthermore believes they will expire before being used.

SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.

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Internal Revenue Code Section 382 imposes limitations on our ability to utilize net operating losses if we experience an ownership change and for the NOL’s acquired in the acquisition of subsidiaries.  An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of the corporation by more than 50 percentage points over a three-year period.  The value of the stock at the time of an ownership change is multiplied by the applicable long-term tax exempt interest rate to calculate the annual limitation.  Any unused annual limitation may be carried over to later years.

The Company accounts for income taxes in accordance with Statement SFAS No. 109 - Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement of No. 109, whereby deferred taxes are provided on temporary differences arising from assets and liabilities whose bases are different for financial reporting and income tax purposes.  Deferred taxes are attributable to the effects of the following items:

● Differences in calculating depreciation on property, plant and equipment

● Differences in calculating amortization and/or impairments on intangible assets

● Allowances for bad debt

● Tax loss carry forwards

The (provision) benefit for income taxes consists of the following as of September 30, 2008 and December 31, 2007:

	2008			2007
Current:
Federal	$	-		$	-
State		(1,600	)		(800	)
		(1,600	)
Deferred:
Federal		229,800			205,000
State		65,500			53,000
Total (provision) benefit before valuation allowance		295,300			258,000
Change in valuation allowance		295,300			258,000
Total provision	$	(1,600	)	$	(800	)

The components of the net deferred income tax asset are as follows as of September 30, 2008 and December 31, 2007:

	2008		2007
Deferred income tax assets: net operating loss carry forward	$	2,234,000	$	1,939,000
Deferred income tax asset, net before valuation allowance		2,234,000		1,939,000
Less: valuation allowance		2,234,000		1,939,000
Deferred income tax asset, net	$	-	$	-

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The Company had available unused federal and state operating loss carry forwards of approximately $5,609,500 and $4,868,000 at September 30, 2008 and December 31, 2007, respectively.  The Company believes that it will be unable to utilize these loss carry forwards.

ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES

During the year ended December 31, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48), which supplements SFAS Bi, 109, “Accounting for Income Taxes” by defining the confidence level that a tax position must meet in order to be recognized in the financial statements.  The Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date.  The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position, if a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits.  No benefits of the tax position are to be recognized.  Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit.  With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained.  Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principal.

Upon adoption of FIN 48 as of January 1, 2007, the Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.  At September 30, 2008 and December 31, 2007 the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably after the effective income tax rate in future periods after valuation allowances were $0.  These amounts consider the guidance in FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48”.  The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48.

The Company files income tax returns in the Untied States federal jurisdiction and certain states in the Untied States.  With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examination by tax authorities on income tax returns filed before December 31, 2004.  U.S. federal, State and foreign income returns filded for years after December 31, 2004 are considered open tax years as of the date of these consolidated financial statements.  No income tax returns are currently under examination by any tax authorities.

11.           OPERATING LEASES

The Company’s wholly owned subsidiary, Bear Industrial Holdings, Inc. currently leases its facility under a non-cancellable operating lease expiring in March 2009 from a related party.  Total rent expense for the nine months ending September 30, 2008 and 2007 totaled $96,255 and $80,640, respectively.

As of September 30, 2008, the future minimum lease payments are as follows:

For the Years Ending December 31,
2008	$	32,098
2009		29,758
Total	$	61,856

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12.           RELATED PARTY TRANSACTIONS

During the second quarter, the Companies wholly owned subsidiary Bear Industrial Holdings, Inc., a California corporation, entered into an Asset Purchase Agreement with Bear Industrial Supply & Manufacturing, Inc.  The Asset Purchase Agreement provides for the acquisition of substantially all of the assets of Bear Industrial Supply & Manufacturing, Inc. for a purchase price of $2.25 million dollars payable as follows: (i) $974,810 in cash; (ii) the issuance of $1,275,190 million in stock, calculated at the closing bid price on the date of the Agreement and (iii) Two million five year options to acquire shares of the Company’s common stock exercisable at $1.25 per share.  Certain officers and directors of the Company are also shareholders of Bear Industrial Supply & Manufacturing, Inc. In order to address this conflict of interest the Company took the following steps: (i) it secured an independent valuation of Bear expressing an opinion of $2.21 million in value; (ii) all interested directors and officers abstained from any decision or voting in connection with the execution of the Agreement and (iii) the Agreement was unanimously approved by all disinterested directors.

On June 10, 2008, the Companies wholly owned subsidiary HBRG Acquisition, Inc., a California corporation, entered into an agreement to acquire Hanalei Bay Restaurant Group, Inc. (“HBRG”).  HBRG is a developer of restaurant concepts and associated intellectual property.  Its intellectual properties include the Harry’s Pacific Grill trademark.  The purchase price of HBRG is $7,556,273 payable in the Companies stock at $.65 per share or 11,625,035 shares.  Certain officers and directors of the Company are also shareholders of HBRG. In order to address this conflict of interest the Company took the following steps: (i) the Company obtained the approval of all independent members of its Board of Directors to the acquisition of the Assets by the Purchaser; (ii) the Parent Company had an independent valuation conducted of the Company by Avalon Advisers, Inc. and (iii) the interested members of the Board of Directors have disqualified themselves from all consideration of the proposed acquisition of the Assets.  The Company issued the required stock in July, 2008.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Westmoore Holdings, Inc. wholly owned subsidiary Bear Industrial Holdings, Inc. has had manufacturing and operating activities which have resulted in an additional $2,333,639 in revenue for the nine months ended September 30, 2008.  Because of the progress of Bear Industrial Holdings, Inc., the Company has been able to reduce our net loss by approximately $94,000.  Management believes this favorable trend should continue for the remainder of the year.

During the second quarter of 2008, we initiated a private offering where we offered units at a price of $0.80 per unit, which was comprised of one share of stock and one warrant to purchase stock exercisable at $2.50 per share.  The private offering was made only to accredited investors within the meaning of Regulation D of the Securities Act of 1933 under Rule 506 of Regulation D.  As of September 30, 2008, we have raised $1,393,600 from fifteen (15) accredited investors.  The proceeds of the offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by company management.

CRITICAL ACCOUNTING POLICIES

A summary of significant accounting policies is included in Note 2 to the financial statements included elsewhere in this quarterly report.  We believe that the application of these policies on a consistent basis enables our company to provide useful and reliable financial information about the company's operating results and financial condition.

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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 may differ from those estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS

Compensation cost recognized in 2007 and 2006 includes: (a) compensation cost for all share-based payments granted prior to, which have since vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of FAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, which have vested based on the grant-date fair value estimated in accordance with the provisions of FAS 123(R).

In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4" ("SFAS 151"), which is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. SFAS 151 requires that abnormal amounts of idle facility expense, freight, handling costs and wasted material be recognized as current period charges.  The Statement also requires that the allocation of fixed production overhead be based on the normal capacity of the production facilities.  The effect of this Statement on our financial position or results of operations has been determined to have no impact.

In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets, an amendment of APB Opinion No. 29" ("SFAS 153"). The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions" is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS 153 amends Opinion 29 to eliminate the exception for nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The provisions of SFAS 153 shall be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The effect of this Statement on our financial position or results of operations has been determined to have no impact.

In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3" (SFAS154).  This Statement replaces APB Opinion No. 20, "Accounting Changes," and FASB Statement No. 3, "Reporting Accounting Changes Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application to financial statements of prior periods for changes in accounting principle.  This Statement is effective January 1, 2006.  The effect of this Statement on our financial position or results of operations has been determined to have no impact.

During the year ended December 31, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which supplements SFAS No. 109, “Accounting for Income Taxes,” by defining the confidence level that a tax position must meet in order to be recognized in the financial statements.  The Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date.  The “more-likely-than-not” threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position.  If a tax is not considered “more-likely-than-not” it is to be sustained based solely on its technical merits.  No benefits of the tax position are to be recognized. Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit.  With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment upon adoption would be recorded directly to retained earnings and reported as a change in accounting principle at December 31, 2006.

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In September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”).  FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  The provisions of FAS 157 were adopted January 1, 2008.  In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”).  FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The provisions of FSP FAS 157-2 are effective for the Company’s fiscal year beginning January 1, 2009.

FAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FAS 157 are described below:

Level 1

● Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2

● Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly for substantially the full term of the asset or liability;

Level 3

● Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

As of balance sheet date the company assets and liabilities are not measured at fair value.  In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”) permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The provisions of FAS 159 were adopted January 1, 2008.  The Company did not elect the Fair Value Option for any of its financial assets or liabilities, and therefore, the adoption of FAS 159 had no impact on the Company’s consolidated financial position, results of operations or cash flows.

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TOTAL NET REVENUES

On or about January 17, 2008, in conjunction with the Company’s acquisition of StarMed Group, Inc., StarMed Group, Inc. operating subsidiaries were spun off to StarMed’s shareholders.  At that point, the Company no longer had any business operations.  Thus, the total revenues for the nine months ended September 30, 2008 were $2,375,010 as compared to $1,359,969 during the same period in 2007.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.  At September 30, 2008, we had cash on hand of $132,013 as compared to cash on hand of $52,676 at December 31, 2007. At September 30, 2008 our working capital was ($7,430) as compared to working capital of ($187,470) at December 31, 2007.

Net cash provided (used) in operating activities during the nine months ended September 30, 2008 was $79,937 as compared to $545 during the same period in 2007, an increase of $78,792, or 363%.

Net cash used in financing activities during the nine months ended September 30, 2008 was $2,845,079 compared to the net cash provided by financing activities of $(5,879) during the same period in 2007.  The change reflects proceeds received from our capital raising transactions through the third quarter of 2008.

RISK FACTORS OF THE COMPANY

An investment in our common stock involves a significant degree of risk.  You should not invest in our common stock unless you can afford to lose your entire investment.  You should consider carefully the following risk factors and other information in this quarterly report before deciding to invest in our common stock.

WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. WE ANTICIPATE CONTINUING LOSSES MAY RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.

As of September 30, 2008 we had limited operations and there is no assurance that these operations will eventually produce a positive cash flow.  During the third quarter of 2008 we acquired substantially all of the assets of Bear Industrial & Manufacturing, Inc.  Bear Industrial Holdings, Inc. has only generated limited profit through its operations.  As a result, our continued existence is dependent upon, among other things, our ability to raise capital and to identify profitable acquisition opportunities.  Depending on our ongoing evaluation of cash needs, we may need to raise additional debt or equity capital within the next months to provide funding for ongoing and future operations.  No assurances can be given that we will be successful in obtaining additional capital, or that such capital will be available on terms acceptable to us.  If we are not able to significantly increase our revenues during fiscal 2008 to a level which funds our ongoing operations, or to continue to raise working capital as needed, we may be unable to continue to implement our business model or operate our company as presently planned.  Any liquidity or cash flow problems which could arise in those events would force us to curtail some or all of our operations.

WE ARE TRANSITIONING OUR BUSINESS MODEL AND HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR COMPANY.

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Although our company has existed since December 1962, in January, 2008 a change in control was effected and a new management team was installed.  We are currently assessing our future business plans.  We are still relatively early in our development and we face substantial risks, uncertainties, expenses and difficulties.  To address these risks and uncertainties, we must do the following:

● Expand into new areas;

● Establish and enhance our name recognition;

● Continue to expand our products to meet the changing requirements of our customers;

● Provide superior customer service;

● Respond to competitive developments; attract, integrate, retain and motivate qualified personnel.

We may be unable to accomplish one or more of these goals, which could cause our business to suffer.  In addition, accomplishing one or more of these goals might be very expensive, which could harm our financial results.

WE WILL NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL AS NEEDED, OUR CONTINUED OPERATIONS WILL BE ADVERSELY AFFECTED AND THE FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS WILL BE SEVERELY LIMITED.

Historically, our operations have been financed primarily through the issuance of equity and debt.  Because we have a history of losses and have never generated sufficient revenue to fund our ongoing operations, we are dependent on our continued ability to raise working capital through the issuance of equity or debt to fund our present operations.  Because we do not know if our revenues will grow at a pace sufficient to fund our current operations, the continuation of our operations and any future growth will depend upon our ability to raise additional capital, possibly through the issuance of long-term or short-term indebtedness or the issuance of our equity securities in private or public transactions.  The actual amount of our future capital requirements, however, depends on a number of factors, including our ability to grow our revenues and manage our business.

If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing stockholders will be reduced and those stockholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. There can be no assurance that acceptable financing can be obtained on suitable terms, if at all.  If we are unable to raise additional working capital as needed, our ability to continue our current business will be adversely affected and we may be forced to curtail some or all of our operations.

IF WE DO NOT MANAGE OUR GROWTH EFFECTIVELY, OUR FINANCIAL PERFORMANCE COULD BE HARMED.

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Our growth is expected to place certain pressures on our management, administrative, operational and financial infrastructure. As we continue to grow our business, such growth could require capital, systems development and human resources beyond current capacities. The increase in the size of our operations may make it more difficult for us to ensure that we execute our present businesses and future strategies. The failure to manage our growth effectively could have a material adverse effect on our financial condition and results of operations.

OUR MANAGEMENT GROUP OWNS OR CONTROLS A SIGNIFICANT NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AND WILL CONTINUE TO HAVE SIGNIFICANT OWNERSHIP OF OUR VOTING SECURITIES FOR THE FORESEEABLE FUTURE.

Our management currently beneficially owns or controls approximately 70% of our issued and outstanding shares of common stock.  As a result, these persons will have the ability, acting as a group, to effectively control our affairs and business, including the election of directors and subject to certain limitations, approval or preclusion of fundamental corporate transactions.  This concentration of ownership of our common stock may:

● delay or prevent a change in the control;

● impede a merger, consolidation, takeover, or other transaction involving our company; or

● discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.

WE ARE DEPENDENT UPON THE CONTINUED SERVICES OF OUR CHIEF EXECUTIVE OFFICER AND OTHER SENIOR MANAGEMENT. IF WE WERE TO LOSE THE SERVICES OF ONE OR MORE OF THESE INDIVIDUALS OUR ABILITY TO IMPLEMENT OUR BUSINESS MODEL WOULD BE ADVERSELY AFFECTED.

The operations and future success of our company is dependent upon the continued efforts and services of Mr. Mathew Jennings, our President, as well as other members of our management. While we are a party to an employment agreement with the President of the Company, if for any reason he should be unable to continue to be primarily responsible for our day to day business operations, our ability to effectively implement our business model would be materially adversely effected. We cannot assure you that we would be able to replace The President of the Company’s services on a timely fashion, if at all. We would then be unable to continue our operations as presently conducted nor would we be able to effectively implement our business model.

WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Although we have adopted a Code of Business Conduct and Ethics, we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange or NASDAQ, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently have four independent director. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided.  Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

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PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKEOVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.

Provisions of our certificate of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.  In addition, certain provisions of Nevada law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders.

In addition, our articles of incorporation authorize the issuance of up to 25,000,000 shares of preferred stock with such rights and preferences as may be determined by our board of directors.  Our board of directors may, without stockholder approval, issue preferred stock with dividends, liquidation, conversion or voting rights that could adversely affect the voting power or other rights of our common stockholders.  We did issue 1 million shares of preferred stock to Mathew Jennings during the first quarter of 2008.

OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB. HOWEVER, TRADING IN OUR STOCK IS LIMITED. BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY EFFECT ITS LIQUIDITY.

The market for our common stock is extremely limited and there are no assurances an active market for our common stock will ever develop. Accordingly, purchasers of our common stock cannot be assured any liquidity in their investment. In addition, the trading price of our common stock is currently below $5.00 per share and we do not anticipate that it will be above $5.00 per share in the foreseeable future. Because the trading price of our common stock is less than $5.00 per share, our common stock is considered a "penny stock," and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934 (the "Securities Exchange Act"). Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of our securities in the secondary market because few broker or dealers are likely to undertake these compliance activities.

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ASSUMING AN ESTABLISHED MARKET FOR OUR SECURITIES DEVELOPS, IT MAY BE PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A LIMITED OPERATING HISTORY AND LACK OF REVENUES AND PROFITS, THIS COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. WE MAY HAVE ONLY A SMALL AND THINLY TRADED PUBLIC FLOAT.

The market for our common stock is highly sporadic.  Assuming an established market for our securities develops, that market may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future.  The volatility in our share price may be attributable to a number of factors.  First, we may have relatively few common shares outstanding in the "public float" as compared to our overall capitalization. In addition, there is currently only a limited market for our securities, and if an established market develops, the common stock may be sporadically or thinly traded.  As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction.  The price for our shares could, for example, decline precipitously in the event that a large number of our securities are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.  Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date, lack of capital to execute our business plan, and uncertainty of future market acceptance for our products.  As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.

The following factors may add to the volatility in the price of our securities: actual or anticipated variations in our quarterly or annual operating results;

● acceptance of our products; announcements of changes in our operations, distribution or development programs;

● our capital commitments; and

● additions or departures of our key personnel.

Many of these factors are beyond our control and may decrease the market price of our securities, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our securities will be at any time, including as to whether our securities will sustain the price you may purchase our securities, or as to what effect that the sale of shares or the availability of securities for sale at any time will have on the prevailing market price.

Further, in the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.

RISK FACTORS OF BEAR INDUSTRIAL HOLDINGS, INC.

There are certain risks relating to the structure and business objectives of Bear Industrial Holdings, Inc. (“Bear”).  The risks set forth below are not the only risks Bear faces, and there may be other risks that have not yet been identified, which we do not currently deem material or which are not yet predictable.  If any of the following risks occur, the business, financial condition and results of operations could be materially adversely affected. In such case, the net asset value and the trading price of the WSMO common stock could decline, and investors might lose all or a substantial part of their investment.

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LIMITED OPERATING HISTORY

Bear has only reached a very limited level of revenues.  There is no assurance that Bear can successfully grow to achieve sustained levels of substantial profitability.

RELIANCE ON MANAGEMENT

Our success will depend extensively on the ability of our management to identify business opportunities to achieve our objectives.  Our performance could be materially affected in an adverse manner if any of the principal members of management were to die, become ill or disabled, or otherwise cease to be involved in the active management of our portfolio.

SHAREHOLDERS WILL NOT PARTICIPATE IN MANAGEMENT

Shareholders of the Company will not be entitled to participate in the day to day management of Bear’s operations and investment activities.  The Bylaws and associated statutes, however, provide shareholders with certain voting and other rights.

OPERATING DEFICITS

The expenses of the our  operations could exceed its income, requiring that the difference be paid out of our working capital, thereby reducing assets and potential for profitability.

RISKS OF OPERATIONS OF BEAR

All business operations are subject to substantial risks of the loss of capital.  There can be no assurance that our activities will be successful or that shareholders will not suffer losses.  The following discussion sets forth some of the more significant risks associated with our proposed activities.

BUSINESS OPERATIONS MAY BE SPECULATIVE

Some of the companies into which funds maybe provided may involve a high degree of risk.  All of the risks associated with the operating of these businesses will effect the value of the Shares.

CHANGING MARKET CONDITIONS

The market for specific products or services offered by companies into which we provide funds may adversely change, thereby reducing the value of our Shares.  The general economic prospects of the United States or any general fluctuations in the capital markets may also effect the value of the Shares.

GENERAL ECONOMIC AND MARKET CONDITIONS

The success of our activities may be affected by general economic conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined under Regulation S-K, the Company is not required to provide this information.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our management has concluded its evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Disclosure controls and procedures are controls and procedures designed to reasonably assure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, such as this Quarterly Report, is recorded, processed, summarized and reported within the time periods described by SEC rules and regulations, and to reasonably assure that such information is accumulated and communicated to our management, including the Chief Executive Officer and acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including the Chief Executive Officer and acting Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the evaluation date, our Chief Executive Officer and our acting Chief Financial Officer concluded that we maintain disclosure controls and procedures that are effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information is accumulated and communicated to our management, including its Chief Executive Officer and its acting Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There was no change in our internal control over financial reporting identified in connection with the evaluation that occurred during its last fiscal quarter 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.

The Company recently received communications from a third party and from certain shareholders suggesting that a former member of the Company’s board of directors and formerly its sole officer may have inadvertently taken certain actions, prior to the change in control in January, 2008, which create legal exposure for that former member of the board and perhaps indirectly the Company itself.  The Company has submitted a claim to its Directors and Officers Liability Insurance carrier.

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ITEM 1A.              RISK FACTORS.

Smaller reporting companies are not required to provide the information required by this item.

ITEM 2.                 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the second quarter, we initiated another private offering, within the meaning of Regulation D of the Securities Act, of up to 2,000,000 units at $.80 per unit, which comprise of one share of stock and one warrant to purchase company stock exercisable at $2.50 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of September 30, 2008, we have raised $1,393,600 from fifteen (15) accredited investors.  The proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.

ITEM 3.                 DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.                 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.                 OTHER INFORMATION.

None.

ITEM 6.                 EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of  Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: December 1, 2008	WESTMOORE HOLDINGS, INC.
	By: /s/ Matthew Jennings
	Matthew Jennings
	Acting Chief Financial Officer

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