================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
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, 2003
Commission File Number 0-49827
---------------------
WILTEX A, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 43-1954076
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1191WOODSTOCK, SUITE #5, ESTES PARK, COLORADO 80517
(Address of Principal Executive Offices) (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. Yes [X] No [ ]
There were 5,040,000 shares of Common Stock outstanding as of September 30,
2003.
================================================================================
WILTEX A, INC.
INDEX
PAGE
----
PART I FINANCIAL INFORMATION 3
ITEM 1 FINANCIAL STATEMENTS
Balance Sheets of the Company
at March 31, 2003 and September 30, 2003 3
Statements of Operations from for the three months ended
September 30, 2003 and 2002 4
Statements of Operations from April 16,2002 (inception) to September 30,
2002 and for the six months ended September 30, 2003 5
Statement of Stockholders' Deficit from April 16, 2002 (inception) to
September 30, 2002 and for the six months ended September 30, 2003 6
Statement of Cash Flows from April 16, 2002 (inception) to
September 30, 2002 and for the six months ended September 30, 2003 7
Note to Financial Statement 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
PART II OTHER INFORMATION 9
ITEM 1 LEGAL PROCEEDINGS 9
ITEM 2 CHANGES IN SECURITIES 9
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 10
2
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
WILTEX A, INC.
BALANCE SHEETS
March 31, September 30,
2003 2003
---------- ------------
(Audited) (Unaudited)
ASSETS
CURRENT ASSETS
Cash and Cash Equivalents $ 918 $ 845
---------- ----------
TOTAL ASSETS $ 918 $ 845
========== ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts Payable $ 5,450 $ 10,140
---------- ----------
TOTAL CURRENT LIABILITIES 5,450 10,140
---------- ----------
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) (10,316)
---------- ----------
TOTAL STOCKHOLDERS' DEFICIT (4,532) (9,295)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $ 918 $ 845
========== ==========
The accompanying note is an integral part of these
financial statements
3
WILTEX A, INC.
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2003 AND 2002
(UNAUDITED)
2003 2002
----------- -----------
General and Administrative Expenses $ 1,437 $ 20
----------- -----------
LOSS BEFORE INCOME TAX (1,437) (20)
Income Tax Benefit - -
----------- -----------
NET LOSS $ (1,437) $ (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 SEPTEMBER 30, 2002
AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)
2003 2002
----------- -----------
General and Administrative Expenses $ 4,763 $ 61
----------- -----------
LOSS BEFORE INCOME TAX (4,763) (61)
Income Tax Benefit - -
----------- -----------
NET LOSS $ (4,763) $ (61)
=========== ===========
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 SEPTEMBER 30, 2002
AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003
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, March 31, 2003 - - - (5,553) (5,553)
--------- -------- -------- -------- --------
Balance, March 31, 2003 5,040,000 504 517 (5,553) (4,532)
Net Loss, September 30, 2003 (Unaudited) - - - (4,763) (4,763)
--------- -------- -------- -------- --------
Balance, September 30, 2003
(Unaudited) 5,040,000 $ 504 $ 517 $(10,316) $ (9,295)
========= ======== ======== ======== ========
The accompanying note is an integral part of these
financial statements
6
WILTEX A, INC.
STATEMENT OF CASH FLOWS
FROM APRIL 16, 2002 (INCEPTION) TO SEPTEMBER 30, 2002
AND FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)
2003 2002
-------- --------
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss $ (4,763) $ (61)
Change in Current Liabilities
Accounts Payable 4,690 -
-------- --------
NET CASH USED BY OPERATING ACTIVITIES (73) (61)
-------- --------
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 (73) 960
BALANCE AT BEGINNING OF PERIOD 918 -
-------- --------
BALANCE AT END OF PERIOD $ 845 $ 960
======== ========
The accompanying note is an integral part of these
financial statements
7
WILTEX A, INC.
NOTE TO FINANCIAL STATEMENT
SEPTEMBER 30, 2003
(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 six months ended
September 30, 2003, are not necessarily indicative of the results that may be
expected for the year ending March 31, 2004.
8
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS FOR THE PERIOD ENDED SEPTEMBER 30, 2003
For the quarter ended September 30, 2003, 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.
9
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*
31.01 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a - 14(a) as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.01 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith)
*Previously filed
B. The Company has not filed any report on Form 8-K during the period covered
by this Report.
10