Westgate Acquisitions Earnings 2018-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended September 30, 2018

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to

Commission File Number 000-53084

WESTGATE ACQUISITIONS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada  

87-0639379

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)

3625 Cove Point Drive, Salt Lake City, UT 84109

(Address of principal executive offices)

(801) 209-0740

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]   No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit  such files).  Yes  [  ]    No  [X]

   

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ]

Smaller reporting company

[X]

(Do not check if a smaller reporting company)

Emerging growth company  [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.

Yes [  ]   No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.

Class

Outstanding as of November 8, 2018

Common Stock, $0.00001 par value

       8,690,190

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TABLE OF CONTENTS

Heading

Page  

PART  I    —   FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited)

3

Item 2.

Management's Discussion and Analysis of Financial Condition and Results

of Operations

9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

PART II   —   OTHER INFORMATION

Item 1.

Legal Proceedings

12

Item 1A.

Risk Factors

12

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

12

Item 3.

Defaults Upon Senior Securities

12

Item 4.

Mine Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

13

     Signatures

14

2

PART  I   —   FINANCIAL INFORMATION

Item 1.

  Financial Statements

The accompanying unaudited balance sheet of Westgate Acquisitions Corporation at September 30, 2018, related to the unaudited statements of operations and statements of cash flows for the three and nine months ended September 30, 2018 and 2017, have been prepared by management in conformity with United States generally accepted accounting principles.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  It is suggested that these financial statements be read in conjunction with the audited financial statements and notes thereto included in the company’s December 31, 2017 Form 10-K.  Operating results for the period ended September 30, 2018, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2018, or any other subsequent period.

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WESTGATE ACQUISITIONS CORPORATION
Condensed Balance Sheets
ASSETS
				September 30,			December 31,
				2018			2017
				(Unaudited)
CURRENT ASSETS
	Cash			$	524		$	379
		Total Current Assets			524			379
		TOTAL ASSETS		$	524		$	379
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
	Accounts payable			$	404		$	3,030
	Accrued interest - related party				-			82,467
	Note payable - related party				8,703			163,134
		Total Current Liabilities			9,107			248,631
STOCKHOLDERS' DEFICIT
	Common stock; 20,000,000 shares authorized
	at $0.00001 par value, 8,690,190 and 6,000,000
	shares issued and outstanding as September 30, 2018 and December 31, 2017 respectively				87			60
	Additional paid-in capital				347,379			65,657
	Retained deficit				(356,049)			(313,969)
		Total Stockholders' Deficit			(8,583)			(248,252)
		TOTAL LIABILITIES AND STOCKHOLDERS'
		DEFICIT		$	524		$	379
The accompanying notes are an integral part of these unaudited condensed financial statements.

4

WESTGATE ACQUISITIONS CORPORATION
Condensed Statements of Operations
(Unaudited)
			For the Three Months Ended						For the Nine Months Ended
			September 30,						September 30,
			2018			2017			2018			2017
REVENUES			$	-		$	-		$	-		$	-
OPERATING EXPENSES
	General and administrative			12,992			3,006			31,412			13,904
		Total Operating Expenses		12,992			3,006			31,412			13,904
LOSS FROM OPERATIONS				(12,992)			(3,006)			(31,412)			(13,904)
OTHER INCOME/(EXPENSE)
	Interest expense			(2,338)			(3,409)			(10,668)			(10,184)
		Total Other Expenses		(2,338)			(3,409)			(10,668)			(10,184)
	Net Other Income			(15,330)			-			(42,080)			-
LOSS BEFORE INCOME TAXES				(15,330)			(6,415)			(42,080)			(24,088)
PROVISION FOR INCOME TAXES				-			-			-			-
NET LOSS			$	(15,330)		$	(6,415)		$	(42,080)		$	(24,088)
BASIC AND DILUTED LOSS PER SHARE			$	(0.00)		$	(0.00)		$	(0.01)		$	(0.00)
WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING - BASIC AND DILUTED				8,690,190			6,000,000			6,433,584			6,000,000
The accompanying notes are an integral part of these unaudited condensed financial statements

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WESTGATE ACQUISITIONS CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
					For the Nine Months Ended
					September 30,
					2018			2017
OPERATING ACTIVITIES
	Net loss				$	(42,080)		$	(24,088)
	Adjustments to reconcile net loss to net cash
	used in operating activities:
		Services contributed by shareholders				4,500			4,500
	Changes in operating assets and liabilities:
		Accrued interest - related party				10,718			10,184
		Accounts payable				(2,626)			(220)
			Net Cash Used in Operating Activities			(29,488)			(9,624)
INVESTING ACTIVITIES						-			-
FINANCING ACTIVITIES
		Proceeds from related party				29,633			9,638
			Net Cash Provided by Financing Activities			29,633			9,638
		NET DECREASE IN CASH				145			14
		CASH AT BEGINNING OF PERIOD				379			169
		CASH AT END OF PERIOD			$	524		$	183
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest			$	-		$	-
		Income Taxes			$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITIES
		Common stock issued for notes payable – related party			$	269,019		$	-
		Forgiveness of related party payables			$	8,230		$	-
The accompanying notes are an integral part of these unaudited condensed financial statements.

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WESTGATE ACQUISITIONS CORPORATION

Notes to Condensed Financial Statements

September 30, 2018 and December 31, 2017

(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2018, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2017 audited financial statements.  The results of operations for the periods ended September 30, 2018 and 2017 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs which raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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 could differ from those estimates.

Recent Accounting Pronouncements

The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position or statements.

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 NOTE 4 - RELATED PARTY TRANSACTIONS

The Company has recorded expenses paid on its behalf by shareholders as a related party note payable. The note bears interest at 10 percent, is unsecured and is due and payable upon demand. The balance of this payable totaled $8,703 and $163,134 at September 30, 2018, and December 31, 2017, respectively.  The balance in interest accrued on the note totaled $0 and $82,467 at September 30, 2018 and December 31, 2017, respectively.

On August 17, 2018, the Company agreed to issue 2,690,190 shares of common stock in exchange for the cancellation of a note due to a shareholder in the amount $269,069 including principal and interest. The Company's stock is not trading and it was determined the price per share was $.10. As part of this agreement, $8,230 of related party payables were forgiven.

NOTE 5 – CONTRIBUTED SERVICES

During the nine months ended September 30, 2018 and 2017, a related-party has contributed various administrative services to the Company. These services include basic management and accounting services, and utilization of office space and equipment. These services have been valued at $6,000 annually or $4,500 for the nine month periods ended September 30, 2018 and 2017, respectively. This contribution ceased on July 1, 2018.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

On October 31, 2018, our board of directors approved resolutions (i) to effect the reverse split of our outstanding common stock on a one (1) share for two and one-half (2.5) shares basis; (ii) to change our corporate name to WeedClub Inc.; and (iii) to increase or our authorized common stock to 200,000,000 shares. This  resolution is still being finalized, and has not yet been approved by FINRA, etc.

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Item 2.

Management's Discussion and Analysis of Financial Condition and

Results of Operations

The following information should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this Form 10-Q.

Westgate Acquisitions Corporation (“Westgate” or the “company”) became an exploration stage company following its acquisition of certain mining and/or mineral claims. We have planned to implement an initial exploration program with the goal of identifying a mineral deposit, provided the company is able to secure necessary funding. Because we have not been able to finance our planned program, new management is evaluating our current business as well as exploring possible alternative ventures.

Ongoing operating expenses, including the preparation and filing of this and other requisite reports with the SEC, have historically been paid for by advances from stockholders. To maintain corporate viability, we believe future funds for operations will have to come from loans from officers, directors or stockholders. There is also a possibility that we could raise funds from private sales of securities, either debt or equity.  However, there is no assurance that we will be able to realize such funds on terms favorable to the company, or at all.

Results of Operations

For the three months ended September 30, 2018 compared to the three months ended

September 30, 2017.

We have not recorded revenues since inception.  During the three-month period ended September 30, 2018 (“third quarter”), we incurred a net loss of $15,330 compared to a $6,415 net loss during the comparable 2017 third quarter. This $8,915 increase in net loss is primarily attributed an increase in professional fees during the third quarter of 2018, associated with the change of control of the company. Also, interest expenses decreased from $3,409 in the third quarter of 2017 to $2,338 in the third quarter of 2018, due to the decrease in the outstanding loan balance from stockholders during the 2018 third quarter.

For the nine months ended September 30, 2018 compared to the nine months ended

September 30, 2017.

During the nine-month period ended September 30, 2018 (“first nine months”), we incurred a net loss of $42,080 compared to a $24,088 loss during the comparable first nine months of 2017.  This increased net loss was also due primarily to a $13,904 increase in general and administrative expenses, of $17,508 for the first nine months of 2017 to $31,412 for the first nine months of 2018, reflecting the increase in professional and accounting expenses associated with reporting requirements and the change in control of the company. Contributing to the increased net loss was the increase in interest expense from $10,184 for the first nine months of 2017 to $10,668 for the first nine months of 2018, attributed to interest on increased loans from stockholders for the nine month period.

Liquidity and Capital Resources

At September 30, 2018, we had total assets consisting solely of cash of $524, compared to cash of $379 at December 31, 2017.  This increase is due to advances from stockholders used to

9

pay ongoing operating expenses during the first nine months of 2018. Company funds have historically been derived from stockholder loans.

At September 30, 2018, we had total current liabilities of $9,107, compared to current liabilities of $248,631 at December 31, 2017. This decrease is primarily attributed the decrease in note payable – related party from $163,134 at December 31, 2017 to $8,703 at September 30, 2018, due to settlement of certain debts owed to a related party with issuance of common stock associated with the change of control of the company. Accrued interest – related party decreased from $82,467 at December 31, 2018 to $0 at September 30, 2018, also due to the settlement of debt with issuance of common stock. Accounts payable decreased $2,626 to $404 at September 30, 2018, compared to $3,030 at December 31, 2017, reflecting payment of most accounts payable. Expenses incurred during the first nine months of 2018 have been paid by stockholder advances.  

We anticipate ongoing expenses through the end of 2018 will continue to be paid by stockholder loans until we realize revenues from operations. In the interim, unless we find an acceptable source of outside funding we will continue to rely on stockholder financing. Until we realize revenue from operations, it is likely that the only other source of funding will be through the private sale of securities, either equity or debt.  

At September 30, 2018, we had a stockholders’ deficit of $8,583 compared to a stockholders' deficit of $248,252 at December 31, 2017.  This decrease in stockholders' deficit is primarily attributed to the settlement of debt related to notes payable-related party and accrued interest with the issuance of common stock.

Management has concluded that we need to raise additional funds to carry on general corporate operations through the end of 2018. It is likely that these funds will have to come from additional loans from stockholders. There can be no assurance that stockholders will continue indefinitely to provide additional funds or continue to pay our expenses. In the future, we may need to raise substantial additional funds to be able to advance our business plan. Management believes the most likely source of these funds will be the sale of securities. We may not be successful in our efforts to obtain equity financing to carry out our business plan and there is doubt regarding our ability to complete our planned exploration program.

Plan of Operation

We hold certain mining and/or mineral claims and/or leases located in Lincoln County, New Mexico. Accordingly, we are considered an exploration stage mining company, which is defined as a company engaged in the search for mineral deposits or reserves of precious and base metal targets, which are not in either the development or production stage. We have not commenced comprehensive exploration on our properties and we have no known mineral reserves.

To date, we have been unable to secure adequate funding to follow through with our intended exploration plans for our mining properties. Prior management estimated that total exploration expenditures for the first two phases of exploration could exceed $100,000. Each phase of

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proposed exploration will require additional funding, of which there is no assurance we could secure. Also, there can be no assurance that we would ultimately find mineral deposits of commercial value.

In light of the above, management is exploring possible new business ventures in which the company could become involved. On October 31, 2018, our board of directors approved resolutions (i) to effect the reverse split of our outstanding common stock on a one (1) share for two and one-half (2.5) shares basis; (ii) to change our corporate name to WeedClub Inc.; and (iii) to increase or our authorized common stock to 200,000,000 shares. These actions were approved by the written consent of approximately 79.3% of the voting power of our outstanding common stock. Thus, the proposals will become effective following the appropriate filings with the SEC, the State of Nevada and having delivered an Information Statement to stockholders describing the actions. We expect the proposals to be effective in early December 2018.

Because of our inability to raise funds for our current mining project, management intends to investigate possible new business opportunities with the possibility of eventually entering into a new business venture that management believes to in the best interest of the company. We currently do not have any definitive arrangement or agreement to enter into any new business venture or acquisition. There can be no assurance that we will enter into or consummate any new business transactions.

Historically, we have incurred operating losses and will not be able to exist indefinitely without securing additional operating funds. In the view of our independent auditors, we require additional funds to maintain our operations and these conditions raise substantial doubt about our ability to continue as a going concern. 

We do not currently plan to conduct any product research or development over the next 12 months and do not expect to purchase any plant or significant equipment during that time. We do not have employees and do not expect to add employees over the next 12 months, except for possible consultants and part-time clerical help. We anticipate that our current management team will satisfy our requirements for the foreseeable future.

In the past, we have relied upon funding from officers, directors and stockholders to continue operations. We believe that in the immediate future, it will be necessary for officers, directors or stockholders to advance additional funds to remain a viable business and we will most likely accrue expenses as possible until a funding can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.  Further, we expect directors to defer any compensation until we have sufficient funds.  We have not yet entered into any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.  

Because we most likely will need to obtain outside financing, possibly the only method available would be the private sale of securities. It is unlikely that we could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender.  There can be no assurance that we will be able to obtain necessary additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

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Forward-Looking and Cautionary Statements

This report contains forward-looking statements relating to future events or our future financial performance.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will” “should," “expect," "intend," "plan," anticipate," "believe," "estimate," "predict," "potential," "continue," or similar terms, variations of such terms or the negative of such terms.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors.  Although forward-looking statement, and any assumptions upon which they are based, are made in good faith and reflect our current judgment, actual results could differ materially from those anticipated in such statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. We believe the expectations reflected in these forward-looking statements are reasonable, however such expectations cannot guarantee future results, levels of activity, performance or achievements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

This item is not required for a smaller reporting company.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.  Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and principal accounting officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives.  Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment.  Based on the evaluation described above, our management, including our principal executive officer and principal accounting officer, concluded that, as of September 30, 2018, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.

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Changes in Internal Control Over Financial Reporting.  Management has evaluated whether any change in our internal control over financial reporting occurred during the third quarter of fiscal 2018. Based on its evaluation, management, including the chief executive officer and principal accounting officer, has concluded that there has been no change in our internal control over financial reporting during the third quarter of fiscal 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART  II   —   OTHER INFORMATION

Item 1.  Legal Proceedings

There are no material pending legal proceedings to which we are a party or to which any of our property is subject and, to the best of our knowledge, no such actions against us are contemplated or threatened.

Item 1A.  Risk Factors

This item is not required for a smaller reporting company.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

On August 17, 2018, the board of directors authorized the settlement of certain outstanding debt in exchange for shares of the company’s common stock. In connection with the change of control transaction on August 6, 2018, Jeff Holmes acquired the debt from a related party. Accordingly, the company agreed to issue to Mr. Holmes 2,690,190 shares of authorized, but previously unissued common stock, in exchange for relinquishing the acquired debt in the amount of $269,019, equal to $0.10 per share. The shares were issued in a private transaction to a person knowledgeable of the company’s business, pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3.

  Defaults Upon Senior Securities

This Item is not applicable.

Item 4.

  Mine Safety Disclosures

This Item is not applicable.

Item 5.

  Other Information

On October 31, 2018, our board of directors approved resolutions (i) to effect the reverse split of our outstanding common stock on a one (1) share for two and one-half (2.5) shares basis; (ii) to change our corporate name to WeedClub Inc.; and (iii) to increase or our authorized common stock to 200,000,000 shares. No other corporate actions to be taken by written consent were considered by the board. As of October 31, 2018, stockholders who beneficially hold in the aggregate 6,890,190 shares of common stock, or approximately 79.3% of the voting power of our outstanding voting securities, executed and delivered to the board of directors written consents approving the reverse split, corporate name change and increase in authorized common stock. Because the actions were approved by the written consent of stockholders holding a

13

majority of our outstanding common stock, no proxies are being solicited. We have also filed an Information Statement with the SEC containing information related to the actions taken by written consent. The Information Statement will be sent to stockholders at least twenty days prior to the actions being finalized.

Item 6.

  Exhibits

Exhibit 31.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32.1

Certification of C.E.O. and Principal Accounting Officer Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002.

Exhibit 101*

Interactive Data File

*

In accordance with Rule 406T of Regulation S-T, these XBRL (eXtensible Business Reporting Language) documents are furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, or Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WESTGATE ACQUISITIONS CORPORATION

Date: November 15, 2018

By:  /S/   G. REED PETERSEN

G. Reed Petersen

President, C.E.O. and Director

(Principal Accounting Officer)

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