SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

OR

 

¨ 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 000-54834

 

WOODGATE ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware	46-187400
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

2500 Tanglewilde

Suite 260

Houston, Texas 77063

(Address of principal executive offices) (zip code)

 

713-978-6551

(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.

x Yes ¨ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(do not check if smaller reporting company)

 

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

x Yes ¨ No

 

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

 

Class	Outstanding at June 30, 2013
Common Stock, par value $0.0001	9,250,000

 

Documents incorporated by reference:

None

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

Woodgate Energy Corporation

A Development Stage Company

Statement of Financial Position

For the Period Ending June 30, 2013 and December 31, 2012

 

		June 30,				December 31,
		2013				2012
ASSETS
Current Assets
Cash and Cash Equivalents			925				2,000
Accounts Receivable			-				-
Total Current Assets			925				2,000
Other Current Assets
Accrued Gas Sales Income			-				-
Prepaid Expense			-				-
Refundable Deposits			-				-
Total Other Current Assets			-				-
Total Current Assets			925				2,000
Fixed Assets
Intangible Assets			-				-
Project Under Development			-				-
Property and Equipment			-				-
Furniture and Fixtures			-				-
Accumulated Depreciation			-				-
Total Fixed Assets			-				-
TOTAL ASSETS			925				2,000
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Accounts Payable			-				350
Accrued Expense			-				-
Payroll Tax Liabilities			-				-
Total Accounts Payable			-				350
Other Current Liabilities
Notes Payable			-				-
Total Other Current Liabilities			-				-
Total Current Liabilities			-				350
Long-Term Liabilities			-				-
Total Long-Term Liabilities			-				-
Total Liabilities			-				350
Equity
Common Stock (9,250,000 shares and 20,000,000 issued and outstanding as of June 30, 2013 and December 31, 2012 respectively)			925				2,000
Additional Paid-In Capital			2,157				1,007
Deficit Accumulated During Development Stage			(2,157	)			(1,357	)
Total Equity			925				1,650
TOTAL LIABILITIES & EQUITY			925				2,000

 

See accompanying notes to the financial statements.

 

 

Woodgate Energy Corporation

A Development Stage Company

Statement of Operations

For the Period Ending June 30, 2013 and the year ending December 31, 2012 

 

		June 30,				December 31,				July 23, 2012 (Inception) to
		2013				2012				June 30, 2013
Ordinary Income
Income
Sales			-				-				-
Share of Associate			-				-				-
Total Income / (loss)			-				-				-
Gross Profit / (loss)			-				-				-
Direct Operating Costs
Geographical and Geological			-				-				-
Royalty			-				-				-
Total Direct Operating Costs			-				-				-
General and Administrative Costs
Bad Debt			-				-				-
Bank charges			-				-				-
Communication			-				-				-
Depreciation and Amortization			-				-				-
Employee Insurance			-				-				-
Insurance			-				-				-
License Fees			-				-				-
Legal Expenses			294				-				294
Miscellaneous			973				1,357				2,330
Office Equipment			-				-				-
Payroll			-				-				-
Professional Fees			-				-				-
Rent			-				-				-
Stationery			-				-				-
Taxes			-				-				-
Travel and Accommodations			-				-				-
Utilities			-				-				-
Total Professional Fees			1,267				1,357				2,624
Total Expense			1,267				1,357				2,624
Other Income/Expense
Other Income			467				-				467
Other Expense			-				-				-
Total Other Income/Expense			467				-				467
Net Ordinary Income / (loss)			(800	)			(1,357	)			(2,157	)
Net Income / (loss)			(800	)			(1,357	)			(2,157	)
Loss per Share			(0.00	)			(0.00	)			(0.00	)

 

See accompanying notes to the financial statements.

 

 

Woodgate Energy Corporation

A Development Stage Company

Statement of Cash Flows

For the Period Ending June 30, 2013 and December 31, 2012

 

		June 30,				December 31,				July 23, 2012 (Inception) to
		2013				2012				June 30, 2013
Operating Activities
Net Income			(800	)			(1,357	)			(2,157	)
Adjustments to reconcile Net Income
to net cash provided by operations:
Miscellaneous			-
Accrued Expense			(350	)			350				-
Net cash provided / (used) by Operating Activities			(1,150	)			(1,007	)			(2,157	)
Financing Activities
Proceeds from issuance of stock			(1,950	)			2,000				50
Proceeds from Stockholders' Contribution			1,150				1,007				2,157
Proceeds from Stock Sale			875				-				875
Net cash provided by Financing Activities			75				3,007				3,082
Net cash increase for period			(1,075	)			2,000				925
Cash at Beginning of Period			2,000				-				0
Cash at end of period			925				2,000				925

 

See accompanying notes to the financial statements.

 

 

Woodgate Energy Corporation

A Development Stage Company

Statement of Stockholders' Equity

For the Period Ending June 30, 2013

 

		Shares				Members' Capital				Additional Paid-In Capital				Accumulated Earnings				Total Members' Equity
Balance July 23, 2012 Inception			-				-				-				-				-
Issuance of Common Stock			20,000,000				2,000				-				-				2,000
Additional Paid In Capital			-				-				1,007				-				1,007
Net Income / (loss)			-				-				-				(1,357	)			(1,357	)
Balance December 31, 2012			20,000,000				2,000				1,007				(1,357	)			1,650
Redemption/Issuance of Common Stock			(10,750,000	)			(1,075	)			1,150				-				75
Net Income / (loss)			-				-				-				(800	)			(800	)
Balance June 30, 2013			9,250,000				925				2,157				(2,157	)			925

 

See accompanying notes to the financial statements.

 

 

WOODGATE ENERGY CORPORATION

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Woodgate Energy Corporation ("Woodgate" or "the Company") was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Woodgate has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. Woodgate has identified a potential target (Prestige O&G, LLC) and is in the process of preparing documentation to effect a business transaction with it for the combination with Woodgate. The Company anticipates that a combination may take place in August, 2013. The Company anticipates that such a combination will take the form of stock-for-stock acquisition.

 

As of May 7, 2013 the then shareholders of the Corporation and the Board of Directors unanimously approved the change of the Registrant's name to Woodgate Energy Corporation and filed such change with the State of Delaware.

 

On May 16, 2013, the following events occurred which resulted in a change of control of the Company:

 

1. The Registrant redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of common stock outstanding at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.

2. The then current officers and directors resigned.

3. New officer(s) and director(s) were appointed and elected.

 

BASIS OF PRESENTATION

 

The accompanying unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited financial statements include all adjustments, composed of normal recurring adjustments, considered necessary by management to fairly state our results of operations, financial position and cash flows. The operating results for interim periods are not necessarily indicative of results that may be expected for any other interim period or for the full year.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP 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 periods. Actual results could differ from those estimates.

 

CONCENTRATION OF CREDIT RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash and cash equivalents with major financial institutions selected upon management’s assessment of the bank’s financial stability. Balances have no exceeded the $100,000 federal depository insurance limit. The Company has not experienced any losses on deposits. Collateral is generally not required for credit granted. The Company will provide allowances for potential credit losses when necessary.

 

INCOME TAXES

 

Under ASC 740, "Income Taxes", deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

 

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of June 30, 2013, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability.

 

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

 

NOTE 2 - GOING CONCERN

 

The Company has sustained operating losses since inception. It has an accumulated deficit of $2,157 as of June 30, 2013. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties.

 

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company.

 

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

Management has developed specific current and long-term plans to address its viability as a going concern as follows:

 

	·	Upon registration, the Company will attempt to raise funds through equity offerings. If successful, these funds will be used to provide working capital.

·

In the long term, the Company believes that cash flows from growth in its operations will provide the resources for continued operations.

 

 

There can be no assurance the Company will have the ability to implement its business plan and to ultimately attain profitability. The Company’s long-term viability as a going concern is dependent upon three key factors:

 

·

The Company’s ability to obtain adequate sources of equity funding to meet current commitments and fund the continuation of its business operation in the near term.

 

·

The ability of the Company to control costs and expand revenues.

 

·

The ability of the Company to ultimately achieve adequate profitability and cash flows from operations to sustain its operations.

 

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

Adopted

 

In May 2011, the FASB issued ASU 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS) of Fair Value Measurement Topic 820." ASU 2011-04 is intended to provide a consistent definition of fair value and improve the comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The amendments include those that clarify the FASB's intent about the application of existing fair value measurement and disclosure requirements, as well as those that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. This update is effective for annual and interim periods beginning after December 15, 2011. The adoption of this ASU did not have a material impact on the company's financial statements.

 

Not Adopted

 

In December 2011, the FASB issued ASU No. 2011-11: Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, which requires new disclosure requirements mandating that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, the standard requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. This ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim period within those annual periods. Entities should provide the disclosures required retrospectively for all comparative periods presented. We are currently evaluating the impact of adopting ASU 2011-11 on the consolidated financial statements.

 

The FASB issued Accounting Standards Update (ASU) No. 2012-02--- Intangibles---Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment, on July 27, 2012, to simplify the testing for a drop in value of intangible assets such as trademarks, patents, and distribution rights. The amended standard reduces the cost of accounting for indefinite-lived intangible assets, especially in cases where the likelihood of impairment is low. The changes permit businesses and other organizations to first use subjective criteria to determine if an intangible asset has lost value. The amendments to U.S. GAAP will be effective for fiscal years starting after September 15, 2012. Early adoption is permitted. The company does not expect the adoption of this ASU inconsistent have a material impact on the company's financial statements.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

 

 

NOTE 4 STOCKHOLDER'S EQUITY

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock.

 

In July, 2012, the Company issued 20,000,000 common shares to two directors and officers for an aggregated amount of $2,000 in cash.

 

In August, 2012, the stockholders made a capital contribution in the amount of $1,007 to pay the operating expenses incurred by the Company. In March 2013, the stockholders again made a capital contribution in the amount of $1,150 to pay the operating expenses incurred by the Company.

 

On May 16, 2013, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.

 

On May 17, 2013, the Company issued 8,750,000 shares of its common stock pursuant to Section 4(2) of the securities Act of 1933 at par representing 94.5% of the total outstanding 9,250,000 shares of the common stock. As of June 30, 2013, 9,250,000 shares of common stock and no preferred stock were issued and outstanding.

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Woodgate Energy Corporation (formerly and at the period covered by this report Woodgate Acquisition Corporation) was incorporated on July 23, 2012 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. Woodgate has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

Since inception Woodgate has been in the developmental stage and its operations to date of the period covered by this report include issuing shares of common stock to its original shareholders, preparing to file a registration statement on Form 10 with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 as amended to register its class of common stock.

 

Woodgate has identified a potential target (Prestige O&G, LLC) and is in the process of preparing documentation to effect a business transaction with it. The Company anticipates that a combination may take place in August, 2013. The Company anticipates that such a combination will take the form of stock-for-stock acquisition. When, and if, such business combination is effected, the Company will file a Form 8-K with the Securities and Exchange Commission.

 

During the period covered by this report, Woodgate has filed with the Securities and Exchange Commission a registration statement on Form 10 and has effected a change in its name in anticipation of the change in control which was effected in May, 20123. The Company has filed a Form 8-K noticing the change of its name and a subsequent Form 8-K notifying the change in control.

 

Subsequent to the period covered by this report and to date of filing of this report, Woodgate has been working to acquire two target companies: E&P Co., LLC and Prestige O&G, LLC. The Company hopes to acquire these companies as wholly owned subsidiaries and is anticipating that such a business combination is likely to occur in the 3^rd or 4^th week of August, 2013.

 

Before the change of control took place, the president of Woodgate was James M. Cassidy .He is the president, director and shareholder of Tiber Creek Corporation. Tiber Creek Corporation assists companies in becoming public reporting companies and with introductions to the financial community. In order to become a trading company, Tiber Creek Corporation may recommend that a company file a registration statement, most likely on Form S-1, following a business combination with the target company. Tiber Creek entered into an agreement with the Prestige O&G, LLC (the target company) for assisting it to become a public reporting company and for the preparation and filing of a registration statement and the introduction to brokers and market makers. The target company pays Tiber Creek Corporation for such services. Such services include, if appropriate, the use of Woodgate. Woodgate is used as part of such process and is not offered for sale. The target company has chosen to enter into business combination with Woodgate, Tiber Creek will prepare the registration statement after such business combination.

 

 

Prior to the change of control, on May 16, 2013, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 outstanding shares of common stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.

 

Simultaneously on May 16, 2013, Fuad Al Humoud was named as the director and Osman J. Kaldirim was appointed President of the Company

 

Fuad Hamed AI Humoud serves as the director of the Registrant. Mr. Al Humoud has 22 years of experience in banking, investments and real estate fields with particular emphasis on financial engineering, investment development (private equity, funds and direct investment), Treasury operations, portfolio management and leasing and project financing. Mr. AI Humoud has extensive entrepreneur experience in activities related to business development and financial structuring for start-up as well as existing investment programs. Mr. AI Humoud has over 15 years’ experience in establishing financial institutions in banking, finance, and the investment sector contributing to development of the business plan, and operational, investment and business policies. He currently continues to hold the executive positions as listed with the following companies which he was instrumental in establishing and developing:

 

·

Chairman and managing director, Rasan Holding Co. KSC (Kuwait) (commenced July 2008)

·

Executive partner, Rasan General Trading & Contributing Co. (commenced July 2005)

·

Chairman, Prestige O&G, LL (Texas)(commenced September 2009)

·

Executive Chairman, E&P Co. LLC (Texas) (commenced February 2009)

·

Chairman, Hoff Centrifuge, Inc. (Nevada)(commenced August 2012)

 

Mr. AI Humoud received his Bachelor of Science in Industrial Engineering degree in 1988 from The University of Miarni.

 

Osman J. Kaldirim serves as the President of the Registrant. Mr. Kaldirim is a Petroleum Geologist with a broad background in prospect generation and prospect evaluation together with various operating management functions in oil and gas projects, including both U.S. and International projects. Mr. Kaldirirn has over nine years’ experience in the Oil & Gas sector with main focus on Exploration & Development of unconventional Oil & Gas Projects using conventional and non-conventional drilling techniques, production planning and project management. Since 2005 to the presenet, Mr. Kaldirim has served as the Vice President and Chief Geologist at E&P Co., LLC and has been managing the drilling, exploration and development of multiple wells in their 10,000 acres, Northeast Caldwell CBM Project in Louisiana. Mr. Kaldirim received Master’s Degree in Petroleum/Structural Geology in 2004 from Oklahoma State University and his Bachelor of Science Degree in Geology from Texas A&M University in 2002. Mr. Kaldirim holds both US and Turkish citizenship.

 

Revenues

 

As of June 30, 2013, Woodgate had not generated revenues and had no income or cash flows from operations since inception. The continuation of Woodgate as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations, to successfully locate and negotiate with a business entity for the combination of that target company with Woodgate.

 

Subsequent Events

 

Subsequent to the date of this Report, commencing in July, 2013, the Company began a private placement of its common stock. The Company is offering shares of its common stock with a minimum investment of $30,000. As of the date of filing this Report, the Company has raised $335,000 with a total of 6 investors. The Company has filed a Form D.

 

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Information not required to be filed by Smaller reporting companies.

 

ITEM 4. Controls and Procedures.

 

Disclosures and Procedures

 

Pursuant to Rules adopted by the Securities and Exchange Commission, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the period covered by this report under the supervision and with the participation of the Company's principal executive officer and the principal financial officer.

 

Based upon that evaluation, they concluded that, as of June 30, 2013 that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

This Quarterly Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this Quarterly Report.

 

Changes in Internal Control Over Financial Reporting

 

Notwithstanding the change in control of management and shareholders, there was no change in the Company's internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 

PART II -- OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the past three years, Woodgate has issued 20,000,000 common shares pursuant to Section 4(2) of the Securities Act of 1933 for an aggregate purchase price of $2,000 as folllows:

 

On July 31, 2012, Woodgate issued the following shares of its common stock:

 

Name		Number of Shares				Consideration
Tiber Creek Corporation			10,000,000			$	1,000
MB Americus LLC			10,000,000			$	1,000

 

On May 16, 2013, the Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950.

 

 

On May 17, 2013, the Company issued 8,750,000 shares of its common stock pursuant to Section 4(2) of the securities Act of 1933 at par representing 94.5% of the total outstanding 9,250,000 shares of the common stock. As of June 30, 2013, 9,250,000 shares of common stock and no preferred stock were issued and outstanding:

 

		Name		Number of Shares				Consideration
1		Tiber Creek			500000.00			$	50.00
2		EPMD, LLC			4455917.13			$	445.59
3		Caldwell US, Inc.			745527.09			$	74.55
4		Rasan Associates, LLC			31029.29			$	3.10
5		Delta O&G, LLC			478808.46			$	47.88
6		Rasan Private Equity			1086750.00			$	108.68
7		Rasan Energy			1278891.11			$	127.89
8		Univest			673076.92			$	67.31
		Total Shares			9250000.00			$	925.00

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

(a) Not applicable.

(b) Item 407(c)(3) of Regulation S-K:

 

During the quarter covered by this Report, there have not been any material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

(a)	Exhibits
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

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.

 

WOODGATE ENERGY CORPORATION
formerly Woodgate Acquisition Corporation
By:	/s/ Fuad alHamoud
	Chief Executive Officer
Dated:	August 16, 2013
By:	/s/  Samta Gupta
	Chief Financial Officer
Dated:	August 16, 2013