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EX-32 - WESTGATE ACQUISITIONS CORPexhibit321.htm
EX-31 - WESTGATE ACQUISITIONS CORPex313exhibit311htm1.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 September 30, 2017


[   ]  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)


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

(Address of principal executive offices)


(801) 322-3401

(Registrants 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

   Yes  [  ]    No  [X ]


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

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ]

Smaller reporting company

[X]

(Do not check if a 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 [  ]   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 December 7, 2017


Common Stock, $0.00001 par value

       6,000,000







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

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.

Mine Safety Disclosures

12


Item 5.

Other Information

12


Item 6.

Exhibits

12


     Signatures

13











PART  I      FINANCIAL INFORMATION


Item 1.

Financial Statements


The accompanying unaudited balance sheet of Westgate Acquisitions Corporation at September 30, 2017, related unaudited statements of operations and statements of cash flows for the three and nine months ended September 30, 2017 and 2016, 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 companys December 31, 2016 Form 10-K.  Operating results for the period ended September 30, 2017, are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2017 or any other subsequent period.


 



3





WESTGATE ACQUISITIONS CORPORATION

Condensed Balance Sheets (Unaudited)










ASSETS














September 30,


December 31,





2017


2016







 










CURRENT ASSETS
















Cash


$

              183


$

              169












Total Current Assets

 

              183


 

              169












TOTAL ASSETS

$

              183


$

              169



















LIABILITIES AND STOCKHOLDERS' DEFICIT










CURRENT LIABILITIES
















Accounts payable

$

           8,705


$

           8,925


Accrued interest - related party


          75,670



          65,486


Note payable - related party

 

        162,272


 

        152,634












Total Current Liabilities

 

        246,647


 

        227,045










STOCKHOLDERS' DEFICIT
















Common stock; 20,000,000 shares authorized at $0.00001







  par value, 6,000,000 and 6,000,000 shares issued and outstanding






  at September 30, 2017 and December 31, 2016 respectively


                60



                60


Additional paid-in capital


          64,157



          59,657


Accumulated deficit

 

       (310,681)


 

       (286,593)












Total Stockholders' Deficit

 

       (246,464)


 

       (226,876)












TOTAL LIABILITIES AND STOCKHOLDERS'

 



 




  DEFICIT

$

              183


$

              169










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


 







WESTGATE ACQUISITIONS CORPORATION

Condensed Statements of Operations

(Unaudited)



 















For the Three Months Ended


For the Nine Months Ended




September 30,


September 30,




2017


2016


2017


2016















REVENUES

 $

                 -


 $

                 -


 $

                 -


 $

                 -















OPERATING EXPENSES



























General and administrative

 

          3,006


 

          5,751


 

        13,904


 

        23,117

















Total Operating Expenses

 

          3,006


 

          5,751


 

        13,904


 

        23,117















LOSS FROM OPERATIONS

 

         (3,006)

  

 

         (5,751)


 

       (13,904)


 

       (23,117)















OTHER EXPENSES



























Interest expense

 

         (3,409)


 

         (3,279)


 

       (10,184)


 

         (9,606)

















Total Other Expenses

 

         (3,409)

 

 

         (3,279)


 

       (10,184)

 

 

         (9,606)















LOSS BEFORE INCOME TAXES


         (6,414)



         (9,030)



       (24,088)



       (32,723)















PROVISION FOR INCOME TAXES

 

                 -


 

                 -


 

                 -


 

                 -















NET LOSS

$

         (6,414)

 

$

         (9,030)


$

       (24,088)

 

$

       (32,723)















BASIC AND DILUTED LOSS PER SHARE

$

(0.00)


$

(0.00)


$

(0.00)


$

(0.01)















WEIGHTED AVERAGE












  NUMBER OF COMMON SHARES












  OUTSTANDING - BASIC AND DILUTED

 

6,000,000


 

6,000,000


 

6,000,000


 

6,000,000















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


 







WESTGATE ACQUISITIONS CORPORATION

Condensed Statements of Cash Flows

(Unaudited)
















For the Nine Months Ended






September 30,






2017


2016






 




OPERATING ACTIVITIES

















Net loss


$

      (24,088)

 

$

    (32,723)


Adjustments to reconcile net loss to net cash







  provided by (used in) operating activities:








Services contributed by shareholders


         4,500



       4,500


Changes in operating assets and liabilities:








Accrued interest - related party


       10,184



       9,606



Accounts payable

 

           (220)


 

          855














Net Cash Provided By (Used in) Operating Activities

 

              (9,624)


 

    (17,762)











INVESTING ACTIVITIES

 

                -


 

              -











FINANCING ACTIVITIES

















Proceeds from related party - note payable

 

                9,638


 

     14,240














Net Cash Provided by Financing Activities

 

                9,638


 

    14,240























NET INCREASE (DECREASE) IN CASH


              14

   

   

      (3,522)













CASH AT BEGINNING OF PERIOD

 

169 


   

       3,778













CASH AT END OF PERIOD

$

              183


$

          256





















SUPPLEMENTAL DISCLOSURES OF






 

CASH FLOW INFORMATION

















CASH PAID FOR:


















Interest


 $

                -


 $

              -



Income Taxes

 $

                -


 $

              -











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






WESTGATE ACQUISITIONS CORPORATION

Notes to Condensed Financial Statements

September 30, 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, 2017, 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, 2016 audited financial statements.  The results of operations for the periods ended September 30, 2017 and 2016 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. These factors raise substantial doubt about the Companys 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 Companys financial position or statements.








WESTGATE ACQUISITIONS CORPORATION

Notes to Condensed Financial Statements

September 30, 2017

(Unaudited)


Basic and Diluted Earnings (Loss) Per Common Share


Basic earnings (loss) per common share is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period of computation. Diluted earnings (loss) per share give effect to all potential dilutive common shares outstanding during the period of compensation. The computation of diluted earnings (loss) per share does not assume conversion, exercise or contingent exercise of securities that would have an antidilutive effect on earnings. As of September 30, 2017, the Company had no potentially dilutive securities that would affect the loss per share if they were to be dilutive.



 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 $162,272 and $152,634 at September 30, 2017, and December 31, 2016, respectively.  The balance in interest accrued on the note totaled $75,670 and $65,486 at September 30, 2017 and December 31, 2016, respectively. The Company accrued $3,409 and $3,279 in interest expense during the three month periods ended September 30, 2017 and 2016, respectively.  The Company accrued $10,184 and $9,606 in interest expense during the nine month periods ended September 30, 2017 and 2016, respectively.


During the nine months ended September 30, 2017 and 2016, 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 months period ended September 30, 2017 and 2016. This amount is recorded in additional paid-in 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. 









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) is defined as an exploration stage company due to its acquisition of certain mining and/or mineral claims. As necessary funding becomes available, the company intends to implement an initial exploration program with the goal of identifying a mineral deposit. 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.  We anticipate that future necessary funds for operations and to maintain corporate viability will most likely be provided by loans from officers, directors or stockholders, or 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, 2017 compared to the three months ended September 30, 2016.


Westgate has not recorded revenues since inception.  During the three-month period ended September 30, 2017 (third quarter), we incurred a net loss of $6,414 compared to a $9,030 net loss during the comparable 2016 third quarter.  The decrease in net loss was due to the decrease in general and administrative expenses from $5,751 for the third quarter of 2016 to $3,006 for the third quarter 2017, primarily attributed to a decrease in professional and accounting expenses. The decreased net loss was partially offset by a slight increase in interest expense from $3,279 for the third quarter of 2016 to $3,409 for the third quarter 2017, due to interest on increased loans from stockholders.


For the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016.


During the nine-month period ended September 30, 2017 (first nine months), we incurred a net loss of $24,088 compared to a $32,723 loss during the comparable first nine months of 2016.  The decreased net loss was also due primarily to the decrease in general and administrative expenses from $23,117 for the first nine months of 2016 to $13,904 for the first nine months of 2017, reflecting the decrease in professional and accounting expenses associated with legal fees. The decreased net loss was partially offset by the increase in interest expense from $9,606 for the first nine months of 2016 to $10,184 for the first nine months of 2017, attributed to interest on increased loans from stockholders.

Liquidity and Capital Resources

At September 30, 2017, we had total assets consisting solely of cash of $183, compared to cash of $169 at December 31, 2016.  The slight increase is due to advances from stockholders used to pay ongoing operating expenses during the first nine months of 2017. Company funds have historically been derived from stockholder loans.

At September 30, 2017, we had total current liabilities of $246,647, compared to current liabilities of $227,045 at December 31, 2016.  The increase in liabilities is attributed to ongoing professional fees and additional loans from stockholders to pay ongoing expenses during the first nine months of 2017. At September 30, 2017 we had a note payable - related party of $162,272, compared to $152,634 at December 31, 2016, which represents additional loans from stockholders.  Accrued interest on the related party note payable increased from $65,486 at December 31, 2016 to $75,670 at September 30, 2017, attributed to ongoing interest on the increase in debt.  The increase in current liabilities was partially offset by a slight decrease in accounts payable from $8,925 at December 31, 2016 to $8,705 at September 30, 2017, which reflects payments made to creditors during the period. Expenses incurred during the first nine months of 2017 have been paid by stockholders.  

Because of our limited cash reserves and no operating revenues, we anticipate ongoing expenses to continue to be paid by stockholder loans until such time as 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. There can be no assurance that our stockholders will continue indefinitely to provide additional funds or continue to pay our expenses.  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, 2017, we had a stockholders deficit of $246,464 compared to a stockholders' deficit of $226,876 at December 31, 2016.  This increase in stockholders' deficit is attributed to ongoing general and administrative expenses and increases in notes payable-related party and the interest thereon, reflecting additional loans from stockholders.

We believe that we need to raise addition funds to carry on general operations through the end of 2017. These funds will most likely come from additional loans from stockholders.  In the future, we will we will need to raise additional funds to be able to execute our exploration program. We believe 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.  We estimate that we will require approximately $50,000 to execute phase one of our exploration program through the end of 2017 and into the first half of 2018.

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 no known mineral reserves on our properties and our proposed preliminary studies of our claims is intended to be exploratory in nature.

Our plan of operation reflects objectives and anticipated growth for the next 12 months and beyond, identifying cash requirements to fulfill our business objectives. During the next 12 months we anticipate needing approximately $75,000 to complete our planned exploration commitments. Phase one of our exploration plan is intended to define possible mineralized zones on our properties, which will further define potential drill targets. We will seek a mineral exploration report from a qualified, licensed geologist, which will describe in detail all of the exploration data, testing results and all other operations performed on the properties as well as a definitive further exploration program with suggested costs to enter into and perform the next phase of the expected exploration. We estimate that exploration expenditures to complete the phase one will be approximately $50,000. Results of each phase of our proposed exploration will be assessed to determine whether the results warrant further work. If exploration results on the initial phases do not warrant drilling or further exploration, we will likely suspend operations on the property. We would then have to seek additional exploration properties and additional funding with which to conduct the work. In the event that we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.

Phase two, depending on the results of phase one, will consist of refining target locations, commencing trenching, and obtaining metallurgical samples for milling and processing tests. Upon assessing the results, we will rank target sits, investigate possible mills, and securing necessary options and permits. Management estimates that we will need up to an additional $25,000 to complete phase two, including the cost to exercise the option to acquire additional claims and general expenses. We intend to explore a possible private placement of our securities and/or debt financing to raise the additional fund, although no definitive plan has been formulated and there can be no assurance that we will be able to realize the necessary funds.



If we are able to complete our planned initial exploration programs and successfully identify a mineral deposit, we will need substantial additional funds for drilling and engineering studies to determine whether any identified mineral deposit is commercially viable. Management expects that due to the anticipated expense of a drilling program we may need to secure a strategic partner to proceed. If we are unable to raise additional funds for this work or secure a strategic partner, we would be unable to proceed, even if a mineral deposit is discovered and is believed to be commercially viable.


Our business plan calls for exploration on our properties to be conducted as Phase One and Phase Two. Total exploration expenditures for Phase One and Phase Two are expected to be approximately $75,000. Management will assess each phase of our proposed exploration to determine whether the results warrant further work. If exploration results on the initial phases do not warrant drilling or further exploration, we will most likely suspend operations on the property. In that event, we would need to seek additional exploration properties and additional funding with which to conduct the work. If we are unable to obtain additional financing or additional properties, we may not be able to continue active business operations.







We do not anticipate making any major equipment purchasers or significant capital expenditures in the immediate future unless we have the necessary funds. We do not have employees and do not expect to add employees over the next 12 months, except for part-time clerical assistance on an as-needed basis and possibly engaging outside advisors or consultants as requisite funds are available. We anticipate that our current management team will satisfy our everyday operating requirements for the foreseeable future.


Due to our limited cash reserves, it may be necessary for officers, directors or stockholders to advance funds and we will most likely accrue expenses 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 such time as 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 will most likely 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.


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, 2017, 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 third quarter of fiscal 2017. Based on its evaluation,



11




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 2017 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.

Mine Safety Disclosures

This Item is not applicable.

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.

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.






.

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: December 7, 2017

By:  /S/   GEOFF WILLIAMS

Geoff Williams

President, C.E.O. and Director

(Principal Accounting Officer)



13