UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
Commission File Number 0-49827
Wiltex A, Inc.
| Nevada (State or Other Jurisdiction of Incorporation or Organization) | 43-1954076 (I.R.S. Employer Identification No.) |
| 1191Woodstock, Suite #5, Estes Park, Colorado (Address of Principal Executive Offices) | 80517 (Zip Code) |
970-577-0716
(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 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. Yesx Noo
There were 5,040,000 shares of Common Stock outstanding as of June 30, 2004.
WILTEX A, INC.
INDEX
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Financial Statements | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 5 | ||||||||
| 6 | ||||||||
| 7 | ||||||||
| 8 | ||||||||
| Certification Pursuant to Section 302 | ||||||||
| Certification Pursuant to Section 302 | ||||||||
| Certification | ||||||||
| Certification | ||||||||
2
WILTEX A, INC.
BALANCE SHEETS
ASSETS
| June 30, | March 31, | |||||||
| 2004 | 2004 | |||||||
| (Audited) | (Unaudited) | |||||||
CURRENT ASSETS | ||||||||
| Cash and Cash Equivalents | $ | 918 | $ | 808 | ||||
| TOTAL ASSETS | $ | 918 | $ | 808 | ||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
CURRENT LIABILITIES | ||||||||
| Accounts Payable | $ | 5,450 | $ | 11,655 | ||||
| TOTAL CURRENT LIABILITIES | 5,450 | 11,655 | ||||||
STOCKHOLDERS’ DEFICIT | ||||||||
| Common Stock, $0.0001 Par Value, Authorized 100,000,000 Shares, Issued and Outstanding 5,040,000 | 504 | 504 | ||||||
| Additional Paid-In Capital | 517 | 517 | ||||||
| Retained (Deficit) | (5,553 | ) | (11,868 | ) | ||||
| TOTAL STOCKHOLDERS’ DEFICIT | (4,532 | ) | (10,847 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | 918 | $ | 808 | ||||
The accompanying note is an integral part of these
financial statements
3
WILTEX A, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
JUNE 30, 2004 AND 2003
(UNAUDITED)
| 2004 | 2003 | |||||||
| General and Administrative Expenses | $ | 1,552 | $ | 20 | ||||
| LOSS BEFORE INCOME TAX | (1,552 | ) | (20 | ) | ||||
| Income Tax Benefit | — | — | ||||||
| NET LOSS | $ | (1,552 | ) | $ | (20 | ) | ||
| Net Loss Per Share | $ | 0.00 | $ | 0.00 | ||||
| Weighed Average Number of Common Shares Outstanding | 5,040,000 | 5,040,000 | ||||||
The accompanying note is an integral part of these
financial statements
4
WILTEX A, INC.
STATEMENTS OF OPERATIONS
FROM APRIL 16, 2002 (INCEPTION) TO JUNE 30, 2004
AND FOR THE NINE MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
| 2004 | 2003 | |||||||
| General and Administrative Expenses | $ | 6,315 | $ | 81 | ||||
| LOSS BEFORE INCOME TAX | (6,315 | ) | (81 | ) | ||||
| Income Tax Benefit | — | — | ||||||
| NET LOSS | $ | (6,315 | ) | $ | (81 | ) | ||
| Net Loss Per Share | $ | 0.00 | $ | 0.00 | ||||
| Weighed Average Number of Common Shares Outstanding | 5,040,000 | 5,040,000 | ||||||
The accompanying note is an integral part of these
financial statements
5
WILTEX A, INC.
STATEMENT OF STOCKHOLDERS’ DEFICIT
FROM APRIL 16, 2002 (INCEPTION) TO JUNE 30, 2004
AND FOR THE NINE MONTHS ENDED JUNE 30, 2004
| Number of | Additional | |||||||||||||||||||
| Common | Paid In | Retained | ||||||||||||||||||
| Shares | Par Value | Capital | Deficit | Total | ||||||||||||||||
| Sale of 5,040,000 Shares of Common Stock | 5,040,000 | $ | 504 | $ | 496 | $ | — | $ | 1,000 | |||||||||||
| Stockholder Contribution | — | — | 21 | — | 21 | |||||||||||||||
| Net Loss, June 30, 2004 | — | — | — | (5,553 | ) | (5,553 | ) | |||||||||||||
| Balance, March 31, 2003 (Audited) | 5,040,000 | 504 | 517 | (5,553 | ) | (4,532 | ) | |||||||||||||
| Net Loss, December 31, 2003 (Unaudited) | — | — | — | (6,315 | ) | (6,315 | ) | |||||||||||||
| Balance, June 30, 2004 (Unaudited) | 5,040,000 | $ | 504 | $ | 517 | $ | (11,868 | ) | $ | (10,847 | ) | |||||||||
The accompanying note is an integral part of these
financial statements
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WILTEX A, INC.
STATEMENT OF CASH FLOWS
FROM APRIL 16, 2002 (INCEPTION) TO JUNE 30, 2004
AND FOR THE NINE MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
| 2004 | 2003 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (6,315 | ) | $ | (81 | ) | ||
| Change in Current Liabilities | ||||||||
| Accounts Payable | 6,205 | — | ||||||
| NET CASH USED BY OPERATING ACTIVITIES | (110 | ) | (81 | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Sale of Common Stock | — | 1,000 | ||||||
| Stockholder Contribution | — | 21 | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | — | 1,021 | ||||||
| NET (DECREASE) INCREASE IN CASH | (110 | ) | 940 | |||||
| BALANCE AT BEGINNING OF PERIOD | 918 | — | ||||||
| BALANCE AT END OF PERIOD | $ | 808 | $ | 940 | ||||
The accompanying note is an integral part of these
financial statements
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WILTEX A, INC.
NOTE TO FINANCIAL STATEMENT
JUNE 30, 2004
(UNAUDITED)
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principals for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulations S-X. They do not include all information and notes required by generally accepted accounting principals for complete financial statements. However, except as disclosed, there has been no material change in the information disclosed in the notes to the financial statements included in the Form 10-KSB filing of Wiltex A, Inc., as of March 31, 2003. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2003, are not necessarily indicative of the results that may be expected for the year ending June 30, 2004.
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WILTEX A, INC.
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE PERIOD ENDED JUNE 30, 2004
For the quarter ended June 30, 2004, the Company has not identified a merger candidate and has only incurred administrative costs, primarily professional and accounting fees.
Forward Looking Statement
This Quarterly Report on Form 10-Q contains certain forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this report, as well as in oral statements made by the Company, statements that are prefaced with the words “may,” “will,” “expect,” “anticipate,” “believe,” “continue,” “estimate,” “project,” “intend,” “designed” and similar expressions are intended to identify forward-looking statements regarding events, conditions and financial trends that may affect the Company’s future plans, business strategy, results of operations, financing activities and financial position. These statements are based on the Company’s current expectations and estimates as to prospective events and circumstances about which the Company can give no firm assurance. Further, any forward-looking statement speaks only as of the date the statement was made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date the statement was made. Because it is not possible to predict every new factor that may emerge, forward-looking statements should not be relied upon as a prediction of actual future financial condition or results. Examples of types of forward looking statements include statements on future levels of net revenue and cash flow, new product development, strategic plans and financing. These forward -looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. Factors that might cause such a difference include, but are not limited to: general economic conditions in the markets the Company operates in; the ability of the Company to execute its plan in strategic direction; success in the development and market acceptance of new and existing products; dependence on suppliers, third party manufacturers and channels of distribution; customer and product concentration; fluctuations in customer demand; the ability to obtain and maintain access to external sources of capital; the ability to control costs; overall management of the Company’s expansion; and other risk factors detailed from time to time in the Company’s filings with the Securities and Exchange Commission. The terms “we,” “our” and “us” and similar terms refer to the Company and its consolidated subsidiaries, not to any individual or group of individuals.
PART II — OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceeding nor is its property the subject of any legal proceeding.
ITEM 2. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has had no disagreements with its accountants nor has the Company changed accountants.
ITEM 3 — CHANGES IN SECURITIES AND USE OF PROCEEDS
The Company has sold the following securities, which were restricted securities, during the past three years.
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| Number | ||||||||||
| Date | Name | of Shares | Consideration | |||||||
| April 16, 2002 | Wiltex First, Inc. (1) | 5,000,000 | $ | 960.00 | ||||||
| May 15, 2002 | Patricia Anne Dickerson (2) | 10,000 | $ | 10.00 | ||||||
| May 15, 2002 | Charles Michael Jones (3) | 30,000 | $ | 30.00 | ||||||
| (1) | Mr. James Hogue is the President and sole director of the Company and is also the sole shareholder and director of Wiltex First, Inc. Mr. Hogue is the beneficial owner of the common securities issued to Wiltex First, Inc. | |
| (2) | Ms. Dickerson elected to accept common securities as a portion of her fees for corporate communication services rendered to the Company. | |
| (3) | Mr. Jones is not an officer, director or beneficial owner of Wiltex First, Inc. However, he is a consultant to the firm. |
There has been no underwriting undertaken by the Company.
ITEM 6 — EXHIBITS AND REPORTS ON FORM 8-K
A. Listed below are all Exhibits filed as part of this report or of previous filings.
| Exhibit | Description of Exhibit | |
| 3.1 | Articles of Incorporation* | |
| 3.2 | Articles of Amendment to Articles of Incorporation* | |
| 3.3 | By-Laws* | |
| Instruments Defining the Rights of Holders | ||
| 10.1 | Lock-Up Agreement with Wiltex First, Inc.* | |
| 10.2 | Lock-Up Agreement with Dickerson* | |
| 10.3 | Lock-Up Agreement with Jones* | |
| 23.1 | Consent of Accountant* | |
| 31.1 | Certification | |
| 31.2 | Certification | |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002 | |
*Previously filed
B. The Company has not filed any report on Form 8-K during the period covered by this Report.
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.
WILTEX A, INC.
(Registrant)
| Date: | August 16, 2004 | /s/ James E. Hogue | ||||
| James E. Hogue | ||||||
| Chief Executive Officer |
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