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 March 31, 2014

 

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	46-1874004
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

 

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).

¨ Yes   x 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 March 31, 2014
Common Stock, par value $0.0001	47,345,000

 

Documents incorporated by reference:

None

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

 

Woodgate Energy Corporation

 A Development Stage Company

Consolidated Statements of Financial Position

As of March 31, 2014 and December 31, 2013

 

		March 31 2014				2013
ASSETS
Current Assets
Cash and Cash Equivalents			215,145				736,647
Accounts Receivable - Related Party			-				-
Accrued Gas Sales			59				506
Prepaid Expense			12,500				13,415
Refundable Deposits			11,204				11,204
			238,908				761,772
Fixed Assets
Property and Equipment			34,265				34,265
Furniture and Fixtures			39,236				39,236
Project Under Development			19,692,007				19,009,407
Intangibles			8,157,352				8,157,352
Less accumulated DD&A			(70,168	)			(69,692	)
Total Assets			28,091,600				27,932,340
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts Payable			466,283				124,086
Accounts Payable - Related Party			143,618				142,749
Accrued Expense			880,769				906,045
Payroll Tax Liabilities			6,691				-
Direct Deposit Liabilities			-				-
Notes Payable			-				-
			1,497,361				1,172,880
Long-term Debt
Notes Payable - Related Parties			453,981				453,981
Total			1,951,342				1,626,861
Loss Incurring Since Inception			(6,051,548	)			(5,886,327	)
Stockholder's Equity (100,000,000 common shares authorized, 47,345,000 shares issued and outstanding)			32,191,806				32,191,806
Total Liabilities and Stockholders' Equity			28,091,600				27,932,340

 

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

 

 

Woodgate Energy Corporation

A Development Stage Company

Consolidated Statement of Operations

For the Quarters Ending March 31, 2014 and 2013 and the Period Since Inception

 

		1st Quarter 2014				1st Quarter 2013				June 6, 2005 (Inception) to Mar 31, 2014
Revenues
Gas Sales			247				379				24,140
Total			247				379				24,140
											-
Costs and Expenses											-
Direct operating costs			2,258				105				41,917
General and administrative costs											-
Adv. & Marketing Expenses			-				-				4,663
Bad Debt			-				107,302				107,302
Bank charges			164				151				3,223
Communication			84				249				7,130
Depreciation, depletion and amortization			476				362				70,168
Employee insurance			-				-				-
Financing Cost			4,165				-				662,702
Insurance			4,390				4,304				102,418
Legal			13,772				10,342				797,145
License Fees			814				126				19,830
Miscellaneous			266				1,728				45,294
Payroll			119,388				117,076				3,650,886
Professional Fees			6,117				282,182				3,397,133
Rent			11,862				13,093				245,458
Regulatory			651				-				651
Supplies			978				554				50,926
Taxes			-				-				6,820
Travel			1,026				10,001				459,336
Utilities			1,075				917				54,983
Total			165,228				548,387				9,725,727
Operating Income			(167,239	)			(548,113	)			(9,703,845	)
											-
Interest, Expense and Other Income											-
Other Income			2,018				-				4,959,138
Other Expense			-				-				(126,492	)
Net unrealized gains (losses) on investments			-				-				(1,180,349	)
Income from Continuing Operations			(165,221	)			(548,113	)			(6,051,548	)
Earnings (loss) per Common Share			(0.00	)			(0.03	)

 

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

 

 

Woodgate Energy Corporation

A Development Stage Company

Consolidated Statement of Cash Flows

For the Quarters Ending March 31, 2014, 2013 and the Period Since Inception

 

		1st Quarter 2014				1st Quarter 2013				June 6, 2005 (Inception) to  Mar 31, 2014
Operating Activities
Net Income			(165,221	)			(548,113	)			(2,033,693	)
Adjustments to reconcile Net Income to net Cash provided by Operations
Accounts Payable			343,066				392,547				610,769
Accounts Receivable			447				(933	)			447
Accrued Expense			(25,276	)			233,437				937,824
Accrued Interest			-				(1	)			-
Accrued Sale of Gas Income			-				-				(506	)
Credit Cards			-				-				518
Deposits			-				-				(11,204	)
Depreciation			476				70,108				70,168
Investments			-				-				-
Note Receivable - Related Party			-				-				-
Payroll Tax Liabilities			6,691				6,045				6,515
Prepaid Expense			915				1,309				(12,500	)
Net Cash Provided/(used) by Operating Activities			161,098				154,399				(431,662	)
Investing Activities
Intangible Assets			-				-				(8,157,352	)
Investment in EPCO			-				-				-
Notes Receivable - Related Party			-				-				-
Projects Under Development			(682,600	)			(350,466	)			(19,692,006	)
Property & Equipment			-				(69,746	)			(73,501	)
			(682,600	)			(420,212	)			(27,922,859	)
Financing Activities
Notes Payables			-				-				-
Proceeds from Issuance of Stock			-				-				4,735
Proceeds from Stock Sale			-				-				1,344,865
Proceeds from Members/Stockholder's Contribution			-				239,532				26,430,319
Net Cash Provided by Financing Activities			-				239,532				27,779,919
Net Cash increase for period			(521,502	)			(26,281	)			(574,602	)
Cash at Beginning of Period			736,647				53,100				789,747
Cash at end of Period			215,145				26,819				215,145

 

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

 

 

Woodgate Energy Corporation

A Development Stage Company

Consolidated Statement of Stockholders' Equity

For the Period Ending March 31, 2014

 

		Shares				Common Stock				Members' Capital				Additional Paid-in Capital				Accumulated Earnings				Total Members Equity
Balance at Jannuary 1, 2012 (capital and accumulated earnings from E & P Co., LLC and Prestige O & G, LLC)			-				-				11,141,469				-				(3,014,667	)			8,126,802
Issuance of Common Stock at inception of Woodgate Energy Corporation			20,000,000				2,000				-				-				-				2,000
Member Investment in E & P Co., LLC			-				-				1,515,000				-				-				1,515,000
Member Investment in Prestige O & G, LLC			-				-				-				-				-				-
Net Income/loss			-				-				-				-				(592,816	)			(592,816	)
Balance December 31, 2012			20,000,000				2,000				12,656,469				-				(3,607,483	)			9,050,986
Member Investment in E & P Co., LLC											12,395,428												12,395,428
Member Investment in Prestige O & G, LLC											454,441												454,441
Redemption of Common Stock			(19,500,000	)			(1,950	)			-				-				-				(1,950	)
Issuance of 8,750,000 shares of Common Stock			8,750,000				875				-				-				-				875
Reverse Merger of E & P Co., LLC and Prestige O & G, LLC			36,750,000				3,675				(25,506,338	)			30,842,206				-				5,339,543
Shares issued by Private Placement			1,345,000				135				-				1,344,865				-				1,345,000
Net Income/loss			-				-				-				-				(2,278,844	)			(2,278,844	)
Balance December 31, 2013			47,345,000				4,735				-				32,187,071				(5,886,327	)			26,305,479
Net Income/loss March 31, 2014			-				-				-				-				(165,221	)			(165,221	)
Balance March 31, 2014			47,345,000				4,735				-				32,187,071				(6,051,548	)			26,140,258

 

The accompanying notes are an integral part of 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

 

WoodgateEnergy 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. On September 6, 2013, Woodgateentered into a business combination with Prestige O&G, LLC and E&P Co., LLC. This combination took the form of stock-for-stock acquisition and Prestige O&G, LLC and E&P Co., LLC became fully owned subsidiaries of the Company. Woodgate has been in the developmental stage since inception and its operations to date have been limited to identifying potential Oil & Gas Project companies and entering into a business transaction with them.

 

E&P Co, LLC (EPCO) was formed in June 2005 in the State of Texas, and is engaged in the development, drilling and production of coal bed methane (CBM) gas on a concession located in the State of Louisiana. EPCO is engaged in the exploration and development of CBM wells, and it currently holds three producing wells and one salt water disposal well, and is in the process of developing additional wells. The main source of revenue for the Company is sale of CBM gas to Regency Gas Services, LLC. EPCO currently has access to about 10,000 net mineral acres of land (through a lease) which has the potential of developing additional CBM wells.

 

Prestige O&G, LLC (Prestige) was formed in June 2009 in the State of Texas, and invests in and develops oil and gas exploration and production projects in the United States and other countries. As one of its major investments, Prestige formerly held an interest in EPCO (which interest was withdrawn on June 30, 2013 in preparation for the Acquisitions) and is currently a partner with EPCO in its CBM Gas Project in the State of Louisiana.

 

The Exchange Closing took place on September 25, 2013 and the Company allotted a new issue of 23,453,050 Common Shares to be given to the members of Prestige O&G, LLC and E&P Co., LLC for the purpose of acquiring the LLCs by the Company. Additionally, the Company also allotted the aggregate of 13,296,950 Common shares to the current against the outstanding Debt balances in the books of LLCs as it appeared on the day of business combination. In sum, a total of 36,750,000 shares of common stock of the Company were issued in the Acquisitions.

 

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 not exceeded the $250,000 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.

 

EARNINGS PER COMMON SHARE

 

Earnings per common share are computed by dividing net loss by the weighted average number of common shares outstanding during the period. For the period ending March 31, 2014, the company has recorded a loss of $165,221 resulting inEarnings per share of ($0.00).

 

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 March 31, 2014, 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 sustained operating losses since inception. It has losses at March 31, 2014 and December 31, 3013 of $165,221 and $2,278,844 respectively. The Company has an accumulated deficit of $6,051,458 since inception. 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 stockholders and the ability of the Company to obtain necessary equity financing to continue operations.

 

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effect 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 growing 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 longer term, the Company believes the cash flows from growth in its operations will provide 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.

ACCOUNTING CHANGES

 

The Corporation did not adopt authoritative guidance in 2014 that had a material impact on the Corporation’s financial statements.

 

NOTE 4.

STOCKHOLDERS’ 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.

 

On May 16, 2013, the Company redeemed an aggregate of 19,500,000 of the 20,000,000 outstanding shares 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 common stock.

 

In July 2013, the Company began to offer its common shares through private placement. The first sale was registered on July 30, 2013. By March 31, 2014, the Company had issued 1,345,000 shares of its common stock through private placement.

 

On September 6, 2013, the Company entered into a business combination with two LLCs – Prestige O & G, LLC and E & P Co., LLC, taking the form of a reverse merger.

 

 

The exchange closing took place on September 25, 2013 and the Company allotted a new issue of 36,750,000 to the members of Prestige O & G, LLC and E & P Co., LLC

 

As of March 31, 2014, 47,345,000 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 Woodgate Acquisition Corporation) was incorporated on July 23, 2012 under the laws of the State of Delaware to engage inany lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions.Woodgatewas 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.

 

Woodgate has filed with the Securities and Exchange Commission a registration statement on Form 10 and has effected a change in control inMay, 2013. 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.

 

On September 6, 2013, Woodgate entered into a business combination with Prestige O&G, LLC and E&P Co., LLC. The combination took the form of stock-for-stock acquisition and Prestige O&G, LLC and E&P Co., LLC became fully owned subsidiaries of the Company. Following the business combination, the Company filed a Form 8-K with the Securities and Exchange Commission.

 

Following the business combination of Woodgate with Prestige O&G, LLC and E&P Co., LLC, the Company allotted a new issue of 23,453,050 Common Shares to be given to the members of Prestige O&G, LLC and E&P Co., LLC for the purpose of acquiring the LLCs by the Company. Additionally, the Company also allotted the aggregate of 13,296,950 Common shares against the outstanding Debt balances in the books of LLCs as it appeared on the day of business combination. The Company also issued 1,345,000 shares of its common stock through private placement through March 31, 2014.

 

The presented financials for Woodgate for March 31, 2014 are the consolidated financials for Woodgate Energy Corporation and its subsidiaries, Prestige O&G, LLC and E&P Co., LLC.

 

Cash & Cash Equivalents

 

At March 31, 2014 and December 31, 2013, Cash and Cash Equivalents consisted of $215,145 and $736,647 respectively.

 

Name of the Entity		As of March 31, 2014
Woodgate Energy Corporation (Parent Company)			44,206
E&P Co., LLC (Subsidiary Company)			165,161
Prestige O&G, LLC (Subsidiary Company)			5,778
TOTAL			215,145

 

Accounts Receivable

 

Woodgate had an Accounts Receivable of $1,690,516 at March 31, 2014.

 

Name of the Entity		As of March 31, 2014
Woodgate Energy Corporation (Parent Company)			1,258,180
E&P Co., LLC (Subsidiary Company)			431,343
Prestige O&G, LLC (Subsidiary Company)			993
			1,690,516

 

 

Projects Under Development

 

At March 31, 2014, the Company has $19,692,007 recorded as Projects Under Development. This includes $19,342,007 for the CBM project held jointly by its subsidiaries E&P Co., LLC and Prestige O&G, LLC and $350,000 for the Washington project held by Prestige O&G, LLC.

 

Name of the Entity		As of March 31, 2014
Woodgate Energy Corporation (Parent Company)			0
E&P Co., LLC (Subsidiary Company)			9,211,148
Prestige O&G, LLC (Subsidiary Company)			10,480,859
			19,692,007

 

Intangibles

 

The Company also records $8,157,352 as an Intangible asset as identified by its subsidiaries to recognize the value of the proprietary well completion processes developed by the engineers of the subsidiary company.

 

Name of the Entity		As of March 31, 2014
Woodgate Energy Corporation (Parent Company)			0
E&P Co., LLC (Subsidiary Company)			8,157,352
Prestige O&G, LLC (Subsidiary Company)			0
			8,157,352

 

Notes Payables

 

At March 31, 2014, the Company had Notes Payables for $453,981.

 

Name of the Entity		As of March 31, 2014
Woodgate Energy Corporation (Parent Company)			0
E&P Co., LLC (Subsidiary Company)			453,981
Prestige O&G, LLC (Subsidiary Company)			0
			453,981

 

Accounts Payable

 

At March 31, 2014, the Company had Accounts Payables for $2,300,417

 

Name of the Entity		As of March 31, 2014
Woodgate Energy Corporation (Parent Company)			1,782
E&P Co., LLC (Subsidiary Company)			1,862,254
Prestige O&G, LLC (Subsidiary Company)			436,381
			2,300,417

 

 

Revenues

 

As of March 31, 2014, Woodgate had generated limited revenues (Gas Sales for $247) for the reported period and had limited income or cash flows from operations. The continuation of Woodgate as a going concern is dependent upon financial support from its stockholders or its ability to obtain necessary equity financing to continue operations.

 

Earnings Per Share

 

For the period ending March 31, 2014, the company has recorded a loss of $165,221 resulting in Earning per share of ($0.00) per share. Majority of this loss has been contributed by the operational expenses incurred by the subsidiaries of the Company and hence consolidated.

 

Subsequent Events

 

Subsequent to the date of this Report, commencing in April 2014, the Company has been in process of identifying a market maker for achieving the trading status for its shares. The Company expects its share to be traded by the mid of 2014. The Company has also been in process of identifying a Transfer Agent and it is likely to be finalized soon.

 

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 designand 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 theparticipation of the Company's Board of Directors.

 

Based upon that evaluation, they concluded that, as of March 31, 2014 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 isrecorded, 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 thereports 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 ofthe Company's registered public accounting firm regarding internalcontrol over financial reporting. Management's report was not subjectto attestation by the Company's registered public accounting firmpursuant to temporary rules of the Securities and ExchangeCommission that permit the Company to provide only management'sreport 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 Companyis 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 47,345,000common shares pursuant to Section 4(2) of the Securities Act of 1933for an aggregate purchase price of $4,734.50 as follows:

 

On July 31, 2012, Woodgate issued the following shares ofits 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.

 

In July 2013, the Company began to offer its common shares through private placement. The first sale was registered on July 30, 2013. By March 31, 2014, the Company had issued 1,345,000 shares of its common stock through private placement.

 

On September 6, 2013, the Company entered into a Business Combination with two LLCs – Prestige O&G, LLC and E&P Co, LLC and the combination took the form of Stock-for-Stock acquisition.

The Exchange Closing took place on September 25, 2013 and the Company allotted a new issue of 23,453,050 Common Shares to be given to the members of Prestige O&G, LLC and E&P Co., LLC for the purpose of acquiring the LLCs by the Company. Additionally, the Company also allotted the aggregate of 13,296,950 Common shares against the outstanding Debt balances in the books of LLCs as it appeared on the day of business combination.In sum, a total of 36,750,000 shares of common stock of the Company were issued in the Acquisitions.

 

As of March 31, 2014, 47,345,000 shares of common stock and no preferred stock were issued and outstanding.

 

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 beenany material changes to the procedures by which security holdersmay recommend nominees to the Board of Directors.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

31 Certification of the President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32 Certification of the President and 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 itsbehalf by the undersigned thereunto duly authorized.

 

WOODGATE ENERGY CORPORATION

 

By:   /s/ Fuad Al-Humoud.
President
Chief Financial Officer

 

Dated: May 14, 2014