WeedClub, Inc. - FORM 10-Q

Attached files

file	filename
EX-31.1 - CERT 302 - CEO, CFO - WeedClub, Inc.	ex31-1.htm
EX-32.1 - CERT 906 - CEO, CFO - WeedClub, Inc.	ex32-1.htm

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 March 31, 2011

o 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 000-52886

WESTGATE ACQUISITIONS CORPORATION

(Exact name of registrant as specified in its charter)

Nevada			87-0639379
(State or other jurisdiction			(IRS Employer
of incorporation or organization)			Identification No.)

2681 East Parleys Way, Suite 204, Salt Lake City, Utah 84109

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (801) 322-3401

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.00001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 1934during 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting stock held by non-affiliates of the registrant based on the closing sales price, or the average bid and asked price on such stock, as of June 30, 2010, the last business day of the registrant’s most recently completed second quarter, was $-0-. Shares of the registrant’s common stock held by each executive officer and director and by each entity or person that, to the registrant’s knowledge, owned 10% or more of registrant’s outstanding common stock as of June 30, 2010 have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of the registrant’s common stock outstanding as of May 12, 2011 was 1,500,000.

WESTGATE ACQUISITIONS CORPORATION

TABLE OF CONTENTS

Heading		Page

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition	10
	and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

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.	(Reserved and Removed)	12

Item 5.	Other Information	12

Item 6.	Exhibits	13

	Signatures

- 2 -

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited balance sheet of Westgate Acquisitions Corporation at March 31, 2011, related unaudited statements of operations, statements of stockholders’ equity (deficit) and cash flows for the three months ended March 31, 2011 and 2010 and the period from September 8, 1999 (date of inception) to March 31, 2011, 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 financial statements and notes thereto included in the Company’s December 31, 2010 audited financial statements. Operating results for the period ended March 31, 2011, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2011 or any other subsequent period.

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

FINANCIAL STATEMENTS

March 31, 2011

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WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Balance Sheets




ASSETS

	March 31,				December 31,
	2011				2010
	(unaudited)

CURRENT ASSETS

Cash		$	-			$	-

Total Current Assets			-				-

TOTAL ASSETS		$	-			$	-


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable		$	2,083			$	1,603
Accrued interest - related party			10,972				9,660
Note payable - related party			56,030				51,927

Total Current Liabilities			69,085				63,190

STOCKHOLDERS' EQUITY (DEFICIT)

Common stock; 1,500,000 shares authorized,
at $0.00001 par value, 1,500,000 shares issued
and outstanding			15				15
Additional paid-in capital			25,185				23,685
Deficit accumulated during the development stage			(94,285	)			(86,890	)

Total Stockholders' Equity (Deficit)			(69,085	)			(63,190	)

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)		$	-			$	-





The accompanying notes are an integral part of these financial statements.

- 4 -

WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Operations
(unaudited)

								From
								Inception on
								September 8,
		For the Three Months Ended						1999 Through
		March 31,						March 31,
		2011			2010			2011

REVENUES		$	-		$	-		$	-

EXPENSES

	Officer compensation		-			-			23,685
	General and administrative		1,500			1,500			25,785
	Professional fees		4,583			3,330			33,643

	Total Expenses		6,083			4,830			83,313

LOSS FROM OPERATIONS			(6,083	)		(4,830	)		(83,313	)

OTHER EXPENSES

	Interest expense		(1,312	)		(1,215	)		(10,972	)

	Total Other Expenses		(1,312	)		(1,215	)		(10,972	)

LOSS BEFORE INCOME TAXES			(7,395	)		(6,045	)		(94,285	)
PROVISION FOR INCOME TAXES			-			-			-

NET LOSS		$	(7,395	)	$	(6,045	)	$	(94,285	)


BASIC LOSS PER SHARE		$	(0.00	)	$	(0.00	)


WEIGHTED AVERAGE
NUMBER OF COMMON SHARES
OUTSTANDING			1,500,000			1,500,000





The accompanying notes are an integral part of these financial statements.

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WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)


							Deficit
							Accumulated			Total
					Additional		During the			Stockholders'
	Common Stock				Paid-In		Development			Equity
	Shares		Amount		Capital		Stage			(Deficit)

Balance at inception on September 8, 1999		-	$	-	$	-	$	-		$	-

Common stock issued for cash on
September 8, 1999 at $0.0003 per share		1,500,000		15		485		-			500

Net loss from inception on September 8, 1999
through December 31, 1999		-		-		-		-			-

Balance, December 31, 1999		1,500,000		15		485		-			500

Net loss for the period from
January 1, 2000 through
December 31, 2004		-		-		-		(3,320	)		(3,320	)

Balance, December 31, 2004		1,500,000		15		485		(3,320	)		(2,820	)

Services contributed by shareholders		-		-		500		-			500

Net loss for the year ended
December 31, 2005		-		-		-		(600	)		(600	)

Balance, December 31, 2005		1,500,000		15		985		(3,920	)		(2,920	)

Services contributed by shareholders		-		-		1,700		-			1,700

Net loss for the year ended
December 31, 2006		-		-		-		(5,853	)		(5,853	)

Balance, December 31, 2006		1,500,000		15		2,685		(9,773	)		(7,073	)

Services contributed by shareholders		-		-		3,000		-			3,000

Net loss for the year ended
December 31, 2007		-		-		-		(6,482	)		(6,482	)

Balance, December 31, 2007		1,500,000		15		5,685		(16,255	)		(10,555	)

Services contributed by shareholders		-		-		6,000		-			6,000

Net loss for the year ended
December 31, 2008		-		-		-		(22,225	)		(22,225	)

Balance, December 31, 2008		1,500,000		15		11,685		(38,480	)		(26,780	)

Services contributed by shareholders		-		-		6,000		-			6,000

Net loss for the year ended
December 31, 2009		-		-		-		(23,377	)		(23,377	)

Balance, December 31, 2009		1,500,000		15		17,685		(61,857	)		(44,157	)

Services contributed by shareholders		-		-		6,000		-			6,000

Net loss for the year ended
December 31, 2010		-		-		-		(25,033	)		(25,033	)

Balance, December 31, 2010		1,500,000		15		23,685		(86,890	)		(63,190	)

Contributed services (unaudited)		-		-		1,500		-			1,500

Net loss for the three months ended
March 31, 2011 (unaudited)		-		-		-		(7,395	)		(7,395	)

Balance, March 31, 2011 (unaudited)		1,500,000	$	15	$	25,185	$	(94,285	)	$	(69,085	)

The accompanying notes are an integral part of these financial statements.

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WESTGATE ACQUISITIONS CORPORATION
(A Development Stage Company)
Statements of Cash Flows
(unaudited)

							From
							Inception on
							September 8,
	For the Three Months Ended						1999 Through
	March 31,						March 31,
	2011			2010			2011

CASH FLOWS FROM
OPERATING ACTIVITIES

Net loss	$	(7,395	)	$	(6,045	)	$	(94,285	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Services contributed by shareholders		1,500			1,500			24,700
Expenses paid on Company's behalf
by a related party		4,103			6,045			56,030
Changes in operating assets and liabilities:
Change in accrued interest - related party		1,312			-			10,972
Change in accounts payable		480			(1,500	)		2,083

Net Cash Used in
Operating Activities		-			-			(500	)


CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-


CASH FLOWS FROM FINANCING ACTIVITIES

Common stock issued for cash		-			-			500

Net Cash Provided by
Financing Activities		-			-			500

NET DECREASE IN CASH		-			-			-

CASH AT BEGINNING OF PERIOD		-			-			-

CASH AT END OF PERIOD	$	-		$	-		$	-


SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:

Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-


The accompanying notes are an integral part of these financial statements.

- 7 -

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 and December 31, 2010

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 March 31, 2011, 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, 2010 audited financial statements. The results of operations for the periods ended March 31, 2011 and 2010 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 and allow it 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.

- 8 -

WESTGATE ACQUISITIONS CORPORATION

(A Development Stage Company)

Notes to Financial Statements

March 31, 2011 and December 31, 2010

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.

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.

NOTE 4 - NOTES PAYABLE RELATED PARTY

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 $56,030 and $51,927 at March 31, 2011 and December 31, 2010, respectively. The balance in interest accrued on the note totaled $10,972 and $9,660 as at March 31, 2011 and December 31, 2010, respectively.

During the three months ended March 31, 2011, Company shareholders performed services valued at $1,500 which have been recorded as a contribution to capital.

NOTE 5 – 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.

- 9 -

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.

We are a development stage company with limited operations. Expenses associated with preparing and filing this and other reports with the SEC, have been paid for by advances from stockholders. We anticipate that necessary future funds to maintain corporate viability will most likely be provided by officers, directors or principal stockholders. However, unless we are able to finalize an acquisition of or merger with an operating business or obtain significant outside financing, there is substantial doubt about our ability to continue as a going concern.

Results of Operations

During the three month period ended March 31, 2011 (“first quarter”), we incurred a net loss of $7,395 compared to a $6,045 loss during the three months ended March 31, 2010. The increased loss for the first quarter of 2011 is attributed to the 26% decrease in general and administrative expenses, from $4,830 in the first quarter of 2010 to $$6,083 for the first quarter of 2011, due to increased legal and accounting costs related to requisite SEC filing requirements. Interest expense for the first quarter of 2011 increased 8% to $1,312 from $1,215 for the 2010 period, due to increased loans from stockholders.

In the opinion of management, inflation has not and will not have a material effect on our operations until such time as we successfully complete an acquisition or merger. At that time, management will evaluate the possible effects of inflation related to our business and operations.

Liquidity and Capital Resources

During the three months ended March 31, 2011, our expenses were paid by a principal stockholder. At March 31, 2011 we had a note payable - related party of $56,030 compared to $51,927 at December 31, 2010. Accrued interest on the related party note payable increased from $9,660 at December 31, 2010 to $10,972 at March 31, 2011. Also, during this same period, accounts payable increased from $1,603 to $2,083.

We expect to continue to rely on stockholders to pay expenses because we have no cash reserves or sources of revenues until we complete a merger with or acquisition of an operating business. There is no assurance that we will complete such a merger or acquisition or that stockholders will continue indefinitely to pay our expenses.

At March 31, 2011, we had a stockholders’ deficit of $69,085 compared to a stockholders' deficit of $63,190 at December 31, 2010. The increase in stockholders' deficit at March 31, 2011 is attributed to ongoing legal and accounting expenses.

Plan of Operation

During the next 12 months, we plan to seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. We will not restrict our search to any specific business, industry, or geographical location and it may participate in a business venture of virtually any kind or nature.

Because we lack funds, it may be necessary for officers, directors or stockholders to advance funds and we will accrue expenses until a successful business consolidation can be accomplished. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. Further, directors will defer any compensation until an acquisition or merger can be accomplished and we will strive to have the business opportunity provide their remuneration. However, if we engage outside advisors or consultants in our search for business opportunities, it may be necessary to attempt to raise additional funds. As of the date hereof, we have not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital.

- 10 -

If we need to raise capital, most likely the only method available would be the private sale of securities. Because we are a development stage company, 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 additional funding when and if needed, or that such funding, if available, can be obtained on acceptable terms.

We do not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Also, we do not anticipate making any significant capital expenditures until we can successfully complete an acquisition or merger.

Forward-Looking and Cautionary Statements

This report includes "forward-looking statements" that may relate to such matters as anticipated financial performance, future revenues or earnings, business prospects, projected ventures, new products and services, anticipated market performance and similar matters.

When used in this report, the words "may," "will," expect," anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. We caution readers that a variety of factors could cause our actual results to differ materially from the anticipated results or other matters expressed in forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:

● the sufficiency of existing capital resources and the ability to raise additional capital to fund cash requirements for future operations;

● uncertainties following any successful acquisition or merger related to the future rate of growth of the acquired business and acceptance of its products and/or services;

● volatility of the stock market, particularly within the technology sector; and

● general economic conditions.

Although we believe the expectations reflected in these forward-looking statements are reasonable, 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(T). 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.

- 11 -

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 March 31, 2011, our disclosure controls and procedures were not effective due to a lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Control Over Financial Reporting. Management has evaluated whether any change in our internal control over financial reporting occurred during the first quarter of fiscal 2011. 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 first quarter of fiscal 2011 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

This Item is not applicable.

Item 3. Defaults Upon Senior Securities

This Item is not applicable.

Item 4. (Removed and Reserved)

Item 5. Other Information

This Item is not applicable.

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.

- 12 -

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

May 12, 2011	By: /s/ GEOFF WILLIAMS
	Geoff Williams

	President, C.E.O. and Director
	(Principal Accounting Officer)

- 13 -

WeedClub, Inc. - FORM 10-Q - May 16, 2011

Attached files

WeedClub, Inc. Reports