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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10 - QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
Commission File Number 0-49827
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WILTEX A, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 43-195407
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1191 WOODSTOCK, SUITE #5, ESTES PARK, COLORADO 80517
(Address of Principal Executive Offices) (Zip Code)
970-577-0716
(Registrant's Telephone Number, Including Area Code)
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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. Yes X No
--- ----
There were 5,040,000 shares of Common Stock outstanding as of September 30,
2002.
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WILTEX A, INC.
INDEX
<Table>
<Caption>
PAGE
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PART I FINANCIAL INFORMATION 3
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets of the Company
at May 15, 2002 and September 30, 2002 3
Statement of Stockholders' Equity from
April 16, 2002 (inception) to September 30, 2002 4
Statement of Operations from April 16, 2002
(inception) to September 30, 2002 5
Statement of Cash Flows from April 16, 2002
(inception) to September 30, 2002 (unaudited) 6
Note to Financial Statement from April 16, 2002
(inception) to September 30, 2002 (unaudited) 7
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 7
PART II OTHER INFORMATION 8
ITEM 1 LEGAL PROCEEDINGS 8
ITEM 2 CHANGES IN SECURITIES 8
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 8
</Table>
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
WILTEX A, INC.
BALANCE SHEETS
<Table>
<Caption>
May 15, September 30,
2002 2002
-------------- --------------
(Audited) (Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 1,000 $ 960
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TOTAL ASSETS $ 1,000 $ 960
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LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common Stock, $0.0001 Par Value, Authorized 100,000,000
Shares, Issued and Outstanding 5,040,000 $ 504 $ 504
Additional Paid-In Capital 496 517
Retained (Deficit) -- (61)
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TOTAL STOCKHOLDERS' EQUITY 1,000 960
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 1,000 $ 1,000
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</Table>
The accompanying note is an integral part of these financial statements.
3
WILTEX A, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FROM APRIL 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2002
<Table>
<Caption>
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
Loss at September 30, 2002 -- -- -- (61) (61)
--------- --------- --------- --------- ---------
Balance, September 30, 2002
(Unaudited) 5,040,000 $ 504 $ 517 (61) $ 960
========= ========= ========= ========= =========
</Table>
The accompanying note is an integral part of these financial statements.
4
WILTEX A, INC.
STATEMENT OF OPERATIONS
FROM APRIL 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2002
<Table>
<Caption>
Three Months April 16, 2002
Ended (Inception) to
September 30, 2002 September 30, 2002
------------------ ------------------
(Unaudited) (Unaudited)
General and Administrative Costs $ 20 $ 61
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LOSS BEFORE INCOME TAX (20) (61)
Income Tax Benefit -- --
------------------ ------------------
NET LOSS $ (20) $ (61)
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Net (Loss) Per Share $ 0.00 $ 0.00
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Weighed Average Number of Common
Shares Outstanding 5,040,000 5,040,000
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</Table>
The accompanying note is an integral part of these financial statements.
5
WILTEX A, INC.
STATEMENT OF CASH FLOWS
FROM APRIL 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2002
(UNAUDITED)
<Table>
CASH FLOW FROM OPERATING ACTIVITIES
Net (Loss) $ (61)
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NET CASH (USED) BY OPERATING ACTIVITIES (61)
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CASH FLOW FROM FINANCING ACTIVITIES
Sale of Common Stock 1,000
Stockholder Contribution 21
-------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,021
-------
NET INCREASE IN CASH $ 960
=======
</Table>
The accompanying note is an integral part of these financial statements.
6
WILTEX A, INC.
NOTE TO FINANCIAL STATEMENT
FROM APRIL 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2002
(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 filing of Wiltex A,
Inc., as of May 15, 2002. 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 period from April 16,
2002 to September 30, 2002, are not necessarily indicative of the results that
may be expected for future accounting periods.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2002
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.
7
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.
<Table>
<Caption>
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
</Table>
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(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.
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
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted by
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted by
Section 906 of the Sarbanes-Oxley Act of 2002
B. The Company has not filed any report on Form 8-K during the period covered by
this Report.
8
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: November 13, 2002 /s/ James E. Hogue
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James E. Hogue
Chief Executive Officer
9
CERTIFICATIONS
I, James E. Hogue, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Wiltex A, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report.
3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, if any, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"), and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the Audit Committee of
the registrant's Board of Directors (or persons performing the equivalent
functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By: s/s JAMES E. HOGUE
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James E. Hogue
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
Date: November 13, 2002
CERTIFICATIONS
I, James E. Hogue, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Wiltex A, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report.
3. Based on my knowledge, the financial statements and other financial
information included in the quarterly report fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in the quarterly report.
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant, and we have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, if any, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"), and
c. Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the Audit Committee of
the registrant's Board of Directors (or persons performing the equivalent
functions):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
By: s/s JAMES E. HOGUE
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James E. Hogue
(Principal Financial and Accounting Officer)
Date: November 13, 2002
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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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
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted by Section 906 of the Sarbanes-Oxley Act of 2002
</Table>