U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended April 30, 2007
Commission File Number 333-125956
WESTCOAST GOLF EXPERIENCES INC.
(Exact name of registrant as specified in its charter)
Nevada 7999 20-2706319
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
#309 - 333 East 1st Street
Vancouver, BC, Canada, V7L 4W9
Telephone 604 988-1083
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [ ]
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [X]
For the fiscal year ended April 30, 2007 the company had $1,000 in revenue.
As of April 30, 2007, the registrant had 3,000,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of April 30, 2007.
DOCUMENTS INCORPORATED BY REFERENCE
TABLE OF CONTENTS
PART I
Item 1. Description of Business 3
Item 2. Description of Property 11
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Securities Holders 11
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and
Small Business Issuer Purchases of Equity Securities 11
Item 6. Management's Discussion and Analysis or Plan of Operation 13
Item 7. Financial Statements 17
Item 8. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure 28
Item 8A. Controls and Procedures 28
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons 28
Item 10. Executive Compensation 30
Item 11. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 31
Item 12. Certain Relationships and Related Transactions 31
Item 13. Exhibits 32
Item 14. Principal Accountant Fees and Services 32
Signatures 33
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PART I
ITEM 1 - DESCRIPTION OF BUSINESS
PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
GENERAL INFORMATION
WestCoast Golf Experiences, Inc. was incorporated in the State of Nevada on
April 20, 2005. We were formed to market golf packages to corporate clients for
their employees or customers. The company was incorporated by our director.
We are still in the development stage; have only recently commenced business
operations; and we have generated limited revenues. In April 2007, we were
issued an opinion by our auditors that raised substantial doubt about our
ability to continue as a going concern based on our current financial position.
INDUSTRY BACKGROUND
Canada has the highest per capita golf participation in the world at 19.4%
according to the Royal Canadian Golf Association. Their 1996 and 2002 Golf
Participation Studies (rcga.org) provide the following demographics of the
industry in Canada:
There are 4.8 million golfers in Canada
The average age is 39 years old, the dominant age group being 35-44
The gender split is 68% male, 32% female
The household income of golfers is 25% higher than the Canadian average
25% of golfers play business-related games - among higher income earners
this increases to 35%
According to a recent study conducted by the Incentive Federation, the hottest
new trend in corporate entertaining is golf school. Golf & Meetings Magazine
(May 2001) reported that many corporations are also choosing golf school as a
team-building experience to reward and motivate employees.
PRINCIPAL PRODUCTS AND SERVICES AND THEIR MARKETS
Our golf packages primarily take place at selected golf courses in the
Vancouver, B.C. area. Conceived by our CPGA teaching professionals our golf
packages combine the best of corporate golf, personalized professional
instruction and the latest in golf swing technique analysis technology.
Our target market for our packages is current golfers in the financial industry.
These would include individuals in investment banking, brokerage houses, mutual
funds, accounting firms, legal firms, and public companies. We advertise in
local financial publications, have marketing brochures for use in direct mail
campaigns and attend golf and financial trade shows and conventions. We also
utilize our website at westcoastgolfexperiences.com as a focal point in our
marketing efforts.
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We offer the following golf packages:
Package #1 $75* per golfer includes:
As a group, the participants receive a half hour lesson focusing on one
segment of the game held at the driving range, putting green or practice
bunker prior to the round of golf;
A Single club swing by each participant is digitally captured by our video
camera using the cSwing software;
Our CPGA teaching professional will then play along with the participants
for 18 holes and provide on-course pointers. There will be one CPGA
teaching professional per every 4 playing groups (approximately 16
participants). The CPGA teaching professional will rotate between the
different playing groups, playing 4-5 holes with each group;
After the event, our CPGA teaching professional will download the
participant's pre-game digitally captured golf swing and utilizing the
cSwing software, provide a brief (2-5 minute) analysis, both visually and
via vocal commentary. The CPGA teaching professional will burn individual
CD's for each participant with their analysis on it and deliver the CD's to
the event organizer to be distributed to the participant/client as a follow
up to the event.
* This fee does not include the cost of the golf course green fee (the cost to
play the 18 hole course).
Package #2 $1,000 per event includes:
Our client would be a Single Hole Sponsor for a large corporate golf
tournament (approximately 72-108 participants). Our CPGA teaching
professional would set up our digital video camera and equipment at the
Sponsored Hole and digitally capture each participant's golf swing when
they tee off on the designated hole. After the event, our CPGA teaching
professional will download the participant's digitally captured golf swing
and utilizing the cSwing software, provide a brief (2-5 minute) analysis,
both visually and via vocal commentary. The CPGA teaching professional will
burn individual CD's for each participant with their analysis on it and
deliver the CD's to the corporate hole sponsor to be distributed to the
participants as a follow up to the event.
Gift Certificates:
Gift certificates costing various amounts can be purchased for customized
versions of our packages, including combinations of:
A half hour lesson at the driving range, putting green or practice bunker;
Single club or multi club swing analysis utilizing the cSwing software and
our digital video camera and equipment, including visual and vocal
commentary on a CD;
An on-course instructional round of golf.
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EQUIPMENT
cSwing Software - Our teaching professionals utilize cSwing analysis software.
cSwing is an advanced video swing analysis program that captures video images
from a digital camcorder to a personal computer where it can be easily analyzed
with drawing and comparison tools. The analysis is then downloaded to CD format
which can then be played back on a clients PC using Windows Media Player.
Computer - We purchased a Toshiba Laptop M703RS computer with a FireWire
connection between the laptop and the video camera for use in our business.
Video Camera - We purchased a Canon digital camcorder with a built in FireWire
connection that provides a clear picture in most lighting conditions.
Accessories - We purchased a tripod to hold the video camera in place, a
microphone, a video camera and accessory bag and a "3 in one" machine that can
perform functions as a printer, scanner and copier.
DISTRIBUTION METHODS
We market to companies in the financial industry, accounting and legal firms,
brokerage houses, investment banks and public companies.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS
We have not publicly announced any new products.
COMPETITION
We face significant competition in the golf instruction industry. This includes
traditional instruction from golf professionals, golf academies offered by golf
clubs, companies that sell instructional videos, DVD's, accessories and other
training aids designed to assist golfers with their technique. Many of these
competitors have greater financial, marketing and other resources, as well as
more experience in the golf instruction industry.
We cannot guarantee that we will be able to compete effectively and because we
have only recently begun operations we do not have a competitive position
relative to these other companies. Our competitors include Westwood Plateau Golf
Academy, Brent Morrison Golf Academy, golfhelp.com, V1golf.com, golfcoachinc.com
and perfectimpact.com. We compete on the basis of price, quality and
personalized service. Our operations and our ability to generate revenues will
be harmed if we are unable to establish a reputation as a provider of quality
golf instruction.
SOURCES AND AVAILABILITY OF PRODUCTS
There are numerous public, semi-private and private golf courses in the greater
Vancouver region. We utilize many different courses, but suggest to our clients,
to host their golfing event at Mayfair Lakes Golf and Country Club
(http://www.golfbc.com/courses/mayfair_lakes). Mayfair Lakes is a full length
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(6,641 yards) championship golf course with extensive practice facilities
including a large range, sand traps and a putting green. The course is
relatively flat, incorporates lakes into many holes and is quite spacious and
open. In addition, it has a large fully equipped clubhouse that the clients and
participants can utilize for their post golf activities. Another positive
feature with Mayfair Lakes is it is located 20 minutes from downtown Vancouver,
10 minutes from the Vancouver International Airport and is situated with easy
access from several major highways that will allow clients and participants to
travel to the course quickly and efficiently from downtown and surrounding
suburbs. We have also identified several other golf courses that have some of
these above listed features that we would also recommend. They include
University Golf Club (http://www.universitygolf.com), Morgan Creek Golf Club
(http://www.morgancreekgolf.com), Squamish Valley Golf Club
(http://www.squamishvalleygolf.com), and NorthView Golf and Country Club
(http://www.northviewgolf.com/).
Blank Compact Discs (CDs) are readily available from numerous computer shops
including Future Shop, Best Buy, and Costco. In addition, they can be purchased
from online stores including futureshop.ca, bestbuy.com and blankmedia.ca.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We feel that, because of the potential wide base of customers for our services,
we will not rely on one or few major customers.
PATENTS AND TRADEMARKS
We do not have, nor do we intend to apply for in the near future, any patents or
trademarks. We will assess the need for any patents or trademarks on a
continuing basis.
NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS
We do not require any government approval for our services.
GOVERNMENT AND INDUSTRY REGULATION
We are subject to federal laws and regulations that relate directly or
indirectly to our operations including securities laws. We are also subject to
common business and tax rules and regulations pertaining to the operation of our
business.
RESEARCH AND DEVELOPMENT ACTIVITIES
Other than time spent researching our proposed business we have not spent any
funds on research and development activities to date. We do not currently plan
to spend any funds on research and development activities in the future.
ENVIRONMENTAL LAWS
Our operations are not subject to any environmental laws.
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EMPLOYEES AND EMPLOYMENT AGREEMENTS
We currently have two part time employees, both of which are our executive
officers, namely, Roger Arnet and Tyler Halls. Roger Arnet currently devotes 10
hours a week to our business and is responsible for the primary operation of our
business. Tyler Halls is available to assist Mr. Arnet when needed. There are no
formal employment agreements between the company and our current employees.
REPORTS TO SECURITY HOLDERS
We provide an annual report that includes our audited financial information to
our shareholders upon written request. We also make our financial information
equally available to any interested parties or investors through compliance with
the disclosure rules of the Securities Exchange Act of 1934. We are subject to
disclosure filing requirements including filing a Form 10-KSB annually and Form
10-QSB quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event our obligation to file such
reports is suspended under the Exchange Act.
The public may read and copy any materials that we file with the Securities and
Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC.
RISK FACTORS
ROGER ARNET, THE PRESIDENT AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 20 HOURS PER WEEK TO COMPANY MATTERS. TYLER HALLS, OUR VICE
PRESIDENT OF GOLF OPERATIONS CURRENTLY DEVOTES APPROXIMATELY 5 HOURS PER WEEK TO
COMPANY MATTERS. NEITHER OF OUR EMPLOYEES HAS ANY PUBLIC COMPANY EXPERIENCE.
BOTH ARE INVOLVED IN OTHER BUSINESS ACTIVITIES. THE COMPANY'S NEEDS COULD EXCEED
THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE THEY MAY HAVE. THIS COULD RESULT IN
THEIR INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN LIMITED
REVENUES AND PROFITS.
Our business plan does not provide for the hiring of any additional employees
until sales will support the expense. Until that time the responsibility of
developing the company's business and fulfilling the reporting requirements of a
public company all fall upon Roger Arnet and Tyler Halls. While Roger Arnet and
Tyler Halls have business experience including management and accounting,
neither have experience in a public company setting, including serving as a
principal accounting officer or principal financial officer. We have not
formulated a plan to resolve any possible conflict of interest with their other
business activities. Both Mr. Arnet and Mr. Halls intend to limit their roles in
their other business activities and devote full time services to the Company
after we attain a sufficient level of revenue and are able to provide officers'
salaries per our business plan. In the event they are unable to fulfill any
aspect of their duties to the company we may experience a shortfall or complete
lack of sales resulting in little or no profits and eventual closure of the
business.
SINCE WE ARE A DEVELOPMENT STAGE COMPANY, HAVE GENERATED LIMITED REVENUES AND
LACK AN OPERATING HISTORY, AN INVESTMENT IN OUR COMPANY IS HIGHLY RISKY AND
COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT IF WE ARE UNSUCCESSFUL IN OUR
BUSINESS PLANS.
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Our company was incorporated in April 2005; we have only recently commenced our
business operations; and we have realized only limited revenues. We have a
limited operating history upon which an evaluation of our future prospects can
be made. Based upon current plans, we expect to incur operating losses in future
periods as we incur significant expenses associated with the startup of our
business. Further, we cannot guarantee that we will be successful in achieving
or sustaining positive cash flow at any time in the future. Any such failure
could result in the possible closure of our business or force us to seek
additional capital through loans or additional sales of our equity securities to
continue business operations, which would dilute the value of any shares held by
our shareholders.
WE DO NOT YET HAVE ANY SUBSTANTIAL ASSETS AND ARE TOTALLY DEPENDENT UPON OUR
EXISTING CASH TO FULLY FUND OUR BUSINESS. IF WE DO NOT REALIZE GREATER REVENUES
FROM OUR BUSINESS IN THE NEAR FUTURE, WE WILL HAVE TO SEEK ALTERNATIVE FINANCING
TO COMPLETE OUR BUSINESS PLANS OR ABANDON THEM.
The only cash currently available is the cash paid by our founder for the
acquisition of his shares, the cash from our initial public offering which was
completed on April 7, 2006 and revenues of $1,000. There can be no assurance
that unanticipated costs will not increase our projected expenses for the next
year or that we would be able to raise additional funding needed to fund our
business operations if we are unable to generate greater revenue from sales. Our
auditors have expressed substantial doubt as to our ability to continue as a
going concern.
WE CANNOT PREDICT WHEN WE WILL PRODUCE SUFFICIENT REVENUES TO MAINTAIN OUR
BUSINESS, WHICH COULD RESULT IN A TOTAL LOSS OF OUR SHAREHOLDERS INVESTMENT IF
WE ARE UNSUCCESSFUL IN OUR BUSINESS PLANS.
We have only recently generated limited revenues from operations. There can be
no assurance that revenues will be sufficient to maintain our business. As a
result, our shareholders could lose all of their investment if we are not
successful in our proposed business plans.
OUR CONTINUED OPERATIONS DEPEND ON THE PUBLIC'S ACCEPTANCE OF OUR GOLF SERVICES
PACKAGES. IF THE PUBLIC DOESN'T FIND OUR GOLF SERVICES PACKAGES DESIRABLE AND
SUITABLE FOR PURCHASE AND WE CANNOT ESTABLISH A CUSTOMER BASE, WE MAY NOT BE
ABLE TO GENERATE ANY FUTURE REVENUES, WHICH WOULD RESULT IN A FAILURE OF OUR
BUSINESS AND A LOSS OF ANY INVESTMENT IN OUR SHARES.
The ability to develop golf service packages that the public finds desirable and
willing to purchase is critically important to our success. We cannot be certain
that the packages that we offer will be appealing to public and as a result
there may not be any demand for these packages and our sales could be limited
and we may never realize any future revenues. In addition, there are no
assurances that if we alter or change our golf services packages in the future
that the public's demand for these new offering will develop and this could
adversely affect our business and any possible revenues.
THE LOSS OF THE SERVICES OF ROGER ARNET OR TYLER HALLS COULD SEVERELY IMPACT OUR
BUSINESS OPERATIONS AND FUTURE DEVELOPMENT OF OUR GOLF SERVICE PACKAGES, WHICH
COULD RESULT IN A LOSS OF REVENUES.
Our performance is substantially dependent upon the professional expertise of
our President, Roger Arnet and our Vice President of Golf Operations, Tyler
Halls. Both Mr. Arnet and Mr. Halls are members of the Canadian Professional
Golf Association (CPGA) and we are dependent on their abilities to develop and
market our golf service packages. If either of one of officers were unable to
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perform their services due to injury, this loss of the services could have an
adverse effect on our business operations, financial condition and operating
results if we are unable to replace them with another individual qualified to
develop and market our golf services packages. The loss of their services could
result in a loss of revenues, which could result in a reduction of the value of
our shares.
THE GOLF SERVICES AND ACCESSORIES INDUSTRY IS HIGHLY COMPETITIVE. IF WE CAN NOT
MARKET A DESIRABLE OFFERING OF GOLF SERVICES PACKAGES THAT THE PUBLIC IS WILLING
PURCHASE, WE WILL NOT BE ABLE TO COMPETE SUCCESSFULLY, OUR BUSINESS MAY BE
ADVERSELY AFFECTED AND WE MAY NEVER BE ABLE TO GENERATE SUFFICIENT REVENUES.
The golf services and accessories industry is intensely competitive and
fragmented. We compete against a number of large well-established companies with
greater name recognition, a more comprehensive offering of products and
services, and with substantially larger resources than ours; including financial
and marketing. In addition to these large competitors there are numerous smaller
operations that have developed and are marketing golf services and accessories.
Our competitors include, by way of example, Westwood Plateau Golf Academy, Brent
Morrison Golf Academy, golfhelp.com, V1golf.com, golfcoachinc.com and
perfectimpact.com. There can be no assurance that we can compete successfully in
this complex and changing market. If we cannot successfully compete in this
highly competitive industry, we may never be able to generate sufficient
revenues to be profitable. As a result, our shareholders may never be able to
liquidate or sell any shares.
THERE ARE NO SUBSTANTIAL BARRIERS TO ENTRY INTO THE GOLF SERVICES AND
ACCESSORIES INDUSTRY AND BECAUSE WE DO NOT CURRENTLY HAVE ANY PATENT OR
TRADEMARK PROTECTION FOR OUR GOLF SERVICE PACKAGES, AND WE ARE ALSO UTILIZING
GOLF SWING ANALYSIS SOFTWARE THAT IS NOT PROPRIETARY AND IS READILY AVAILABLE
FOR PURCHASE BY ANYONE, THERE IS NO GUARANTEE SOMEONE ELSE WILL NOT DUPLICATE
OUR IDEAS AND BRING THEM TO MARKET, WHICH COULD SEVERELY LIMIT OUR SALES AND
REVENUES.
We believe our golf service packages are unique and desirable, however, we
currently have no patents or trademarks for our packages or brand name. As
business operations become established, we may seek such protection, however, we
currently have no plans to do so. Since we have no patent or trademark rights
unauthorized persons may attempt to copy aspects of our business, including our
web site design or functionality, golf service package information or marketing
materials. Any encroachment upon our corporate information, including the
unauthorized use of our brand name, the use of a similar name by a competing
company or a lawsuit initiated against us for infringement upon another
company's proprietary information or improper use of their trademark, may affect
our ability to create brand name recognition, cause customer confusion and/or
have a detrimental effect on our business. Litigation or proceedings before the
U.S. or International Patent and Trademark Offices may be necessary in the
future to enforce our intellectual property rights, to protect our trade secrets
and domain name and/or to determine the validity and scope of the proprietary
rights of others. Any such infringement, litigation or adverse proceeding could
result in substantial costs and diversion of resources and could seriously harm
our business operations and/or results of operations.
WEATHER CONDITIONS CAN AFFECT THE GOLF SERVICES INDUSTRY WHICH COULD REDUCE THE
AVAILABILITY OF OUR SERVICES AND LIMIT OUR SALES AND REVENUE.
Weather conditions such as rain, fog, frost, and snow may affect the time
available for the use of our services. For instance, in the Vancouver B.C. area
where we will begin operations, the average high and low temperatures for the
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fall/winter months (September - February) are 40(degree)F to 50(degree)F
respectively with 17 wet days per month; spring months (March - May) are
41(degree)F and 57(degree)F respectively with an average of 14 wet days per
month, whereas the summer months (June - August) experience averages from
54(degree)F to 73(degree)F with an average of only 7 wet days per
month(www.bbc.co.uk/weather). Our competitors can be affected differently by
weather conditions depending on the location of their operations. If our
available days on the golf course are reduced, we may not be able to schedule
enough of our packages to be profitable, which could adversely affect our
operating results.
BUYING LOW-PRICED PENNY STOCK IS VERY RISKY AND SPECULATIVE.
Our shares are defined as a penny stock under the Securities and Exchange Act of
1934, and rules of the Commission. The Exchange Act and such penny stock rules
generally impose additional sales practice and disclosure requirements on
broker-dealers who sell our securities to persons other than certain accredited
investors who are, generally, institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 jointly with spouse), or in transactions not recommended
by the broker-dealer. For transactions covered by the penny stock rules, a
broker-dealer must make a suitability determination for each purchaser and
receive the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain mandated disclosures in penny stock
transactions, including the actual sale or purchase price and actual bid and
offer quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for our
shareholders to resell any shares, if at all.
OUR DIRECTOR CONTINUES TO EXERCISE SIGNIFICANT CONTROL OVER OUR OPERATIONS,
WHICH MEANS MINORITY SHAREHOLDERS HAVE NO CONTROL OVER CERTAIN MATTERS REQUIRING
STOCKHOLDER APPROVAL THAT COULD AFFECT THEIR ABILITY TO EVER RESELL ANY SHARES.
Our executive officer and director owns 66.6% of our common stock. Due to the
controlling amount of his share ownership, he has significant influence in
determining the outcome of all corporate transactions, including the election of
directors, approval of significant corporate transactions, changes in control of
the company. His interests may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
WE INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE, WITHOUT
REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR
INVESTORS TO SELL THEIR SHARES, IF AT ALL.
To be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC. Market Makers are not permitted to begin quotation of a
security whose issuer does not meet this filing requirement. Securities already
quoted on the OTCBB that become delinquent in their required filings will be
removed following a 30 or 60 day grace period if they do not make their required
filing during that time. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a
substantial portion of our available cash resources. If we are unable to
generate sufficient revenues to remain in compliance it may be difficult for our
shareholders to resell any shares, if at all.
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ITEM 2 - DESCRIPTION OF PROPERTY
We do not currently own any property. Our administrative offices are located at
the offices of our President, Roger Arnet, which he provides to us on a rent
free basis at #309-333 East 1st Street, North Vancouver, BC, Canada V7L 4W9. We
consider our current principal office space arrangement adequate and will
reassess our needs based upon the future growth of the company.
INVESTMENT POLICIES
Our management does not currently have policies regarding the acquisition or
sale of real estate assets primarily for possible capital gain or primarily for
income. We do not presently hold any investments or interests in real estate,
investments in real estate mortgages or securities of or interests in persons
primarily engaged in real estate activities.
ITEM 3 - LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the year ended
April 30, 2007.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock is listed for quotation on the Over-the-Counter Bulletin Board
under the symbol "WCGE". To date there has been no active trading market.
PENNY STOCK RULES
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares are considered penny stock under the Securities and Exchange
Act. The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.
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The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
SHARES AVAILABLE UNDER RULE 144
There are currently 2,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
2,000,000 shares are held by an affiliate, as that term is defined in Rule
144(a)(1). In general, under Rule 144 as amended, a person who has beneficially
owned and held restricted securities for at least one year, including
affiliates, may sell publicly without registration under the Securities Act,
within any three-month period, assuming compliance with other provisions of the
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Rule, a number of shares that do not exceed the greater of(i) one percent of the
common stock then outstanding or, (ii) the average weekly trading volume in the
common stock during the four calendar weeks preceding such sale. A person who is
not deemed an "affiliate" of our Company and who has beneficially owned shares
for at least two years would be entitled to unlimited re-sales of such
restricted securities under Rule 144 without regard to the volume and other
limitations described above.
HOLDERS
As of April 30, 2006, we have 3,000,000 Shares of $0.001 par value common stock
issued and outstanding held by 24 shareholders of record.
The stock transfer agent for our securities is Holladay Stock Transfer, 2939 N.
67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
ITEM 6 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
We have generated $1,000 in revenue since inception and have incurred $29,134 in
expenses through April 30, 2007.
The following table provides selected financial data about our company for the
years ended April 30, 2007 and 2006.
Balance Sheet Data: 4/30/07 4/30/06
------------------- ------- -------
Cash $ 6,848 $20,021
Total assets $ 7,968 $21,741
Total liabilities $ 2,102 $ 5,537
Shareholders' equity $ 7,968 $21,741
Cash provided by financing activities from inception was $25,000, resulting from
the sale of our common stock in an initial public offering, which was completed
on April 7, 2006.
13
PLAN OF OPERATION
GOING CONCERN
We were issued an opinion by our auditors that raised substantial doubt about
our ability to continue as a going concern based on our current financial
position.
BUSINESS OPERATIONS OVERVIEW
Our registration statement became effective on October 27, 2005. We completed
our offering of 1,000,000 common shares on April 7, 2006. Our budget is based on
operations which were completely funded by the $25,000 raised through our
offering. We currently have $6,848 cash.
We incurred operating expenses of $11,338 and $12,751 for the years ended April
31, 2007 and 2006, respectively. These expenses consisted of general operating
expenses incurred in connection with the day to day operation of our business
and the preparation and filing of our periodic reports.
Our net loss for the years ended April 30, 2007 and 2006 was $10,338 and $13,751
respectively. We cannot continually incur operating losses in the future and may
decide that we can no longer continue with our business operations as detailed
in our original business plan because of a lack of financial results and
available financial resources. We may need to look for other potential business
opportunities that might be available to the Company. There can be no assurances
that there will be other business opportunities available nor can there be any
certainties of the business industry of the opportunity that might be available
nor any indication of the financial resources required of any possible business
opportunity.
Our business is client-driven and our revenue requirements are reviewed and
adjusted based on sales. The costs associated with operating as a public company
are included in our budget. Management is responsible for the preparation of the
required documents to keep the costs to a minimum. Our completed milestones and
planned milestones are as follows:
COMPLETED MILESTONES
* A comprehensive list of potential clients has been compiled and
ongoing contact is being made with several parties regarding the
company's products and services.
* The Company currently has Gift Certificates available for purchase for
$100 each which include 1 swing analysis plus 1 lesson. To date the
Company has sold 10 Gift Certificates for total proceeds of $1,000.
* The Company has purchased a laptop computer, CSWING software, digital
camera and associated technical accessories.
* The Company has launched their corporate website at
www.westcoastgolfexperiences.com
* Design and layout of the initial marketing brochure is complete and
available for ongoing marketing and promotional programs.
PLANNED MILESTONES
Due to the wet weather conditions in the local British Columbia market
throughout the Fall and Winter 2006/2007, we anticipate advertising in local
newspapers, local/regional golf publications and local financial publications in
14
the Summer 2007. Some of the publications might include The Province Newspaper,
The Vancouver Courier, The North Shore News, Golf BC, Business in Vancouver and
the Vancouver magazine. Advertising rates and promotional opportunities change
regularly with these publications. The Company's very limited financial
resources will dictate the amount, if any, advertising that will be implemented.
CRITICAL ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The Company's year end is April 30.
DEVELOPMENT STAGE ENTERPRISE
The Company is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7 as it is devoting substantially all of its
efforts to establish a new business and planned principal operations have not
commenced.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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.
FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107 "Disclosures about Fair
Value of Financial Instruments," management has determined the estimated fair
value of financial instruments using available market information and
appropriate valuation methodologies. The carrying value of cash and accounts
payable and accrued liabilities approximate fair value due to the short-term
maturity of the instruments.
CASH AND CASH EQUIVALENTS
The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.
COMPUTER EQUIPMENT
Computer equipment is recorded at cost. Depreciation is computed using the
straight-line method with an estimated useful life of 36 months.
15
REVENUE RECOGNITION
The Company recognizes revenue when the service had been rendered, the amounts
are fixed or determinable and collection is reasonably assured. Amounts received
in advance of services being rendered is recorded as deferred revenue.
INCOME TAXES
The Company has adopted SFAS No. 109 "Accounting for Income Taxes" as of its
inception. Pursuant to SFAS No. 109, the Company is required to compute tax
asset benefits for net operating losses carried forward. Potential benefit of
net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.
LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the statement of operations.
Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all potentially
dilutive common shares outstanding during the period using the treasury stock
method and convertible preferred stock using the "if converted" method. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all potentially dilutive shares
if their effect is anti dilutive. The Company has not issued any potentially
dilutive instruments since inception and accordingly basic loss per share is
equal to diluted loss per share.
FOREIGN CURRENCY TRANSLATION
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of operations.
FORWARD LOOKING STATEMENTS
Some of the statements contained in this Form 10-KSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-KSB, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
16
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.
All written forward-looking statements made in connection with this Form 10-KSB
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
ITEM 7 - FINANCIAL STATEMENTS
The audited financial statements for the year ended April 30, 2007 immediately
follow.
17
WESTCOAST GOLF EXPERIENCES, INC.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
APRIL 30, 2007
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
18
[LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Westcoast Golf Experience Inc.:
We have audited the accompanying balance sheets of Westcoast Golf Experience
Inc. (a development stage company) as of April 30 2007 and 2006 and the related
statements of operations, stockholders' equity and cash flows for the years
ended April 30, 2007 and 2006 and the period from April 20, 2005 (inception)
through April 30, 2007. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, and assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of Westcoast Golf Experience Inc. as of April
30, 2007 and 2006 and the results of its operations and its cash flows for the
years ended April 30, 2007 and 2006 and the period from April 20, 2005
(inception) through April 30, 2007 in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has not generated revenues since inception,
has incurred losses in developing its business, and further losses are
anticipated. The Company requires additional funds to meet its obligations and
the costs of its operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in this
regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ "DMCL"
Dale Matheson Carr-Hilton Labonte LLP
CHARTERED ACCOUNTANTS
Vancouver, Canada
June 15, 2007
19
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
April 30, 2007 April 30, 2006
-------------- --------------
ASSETS
CURRENT ASSETS
Cash $ 6,848 $ 20,021
EQUIPMENT (Note 3) 1,120 1,720
-------- --------
$ 7,968 $ 21,741
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 2,102 $ 4,537
Deferred revenue -- 1,000
-------- --------
2,102 5,537
-------- --------
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized: 75,000,000 common shares, $0.001 par value
Issued: 3,000,000 common shares 3,000 3,000
Additional paid in capital 32,000 32,000
Deficit accumulated during the development stage (29,134) (18,796)
-------- --------
5,866 16,204
-------- --------
$ 7,968 $ 21,741
======== ========
The accompanying notes are an integral part of these financial statements
20
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative from
Year End April 20, 2005
------------------------------ (inception) to
April 30, April 30, April 30,
2007 2006 2007
----------- ----------- -----------
REVENUE $ 1,000 $ -- $ 1,000
----------- ----------- -----------
GENERAL AND ADMINISTRATIVE EXPENSES
Depreciation 600 100 700
Office and general 1,292 1,982 3,474
Professional fees 7,384 10,059 21,598
Regulatory and filing fees 2,062 1,610 4,362
----------- ----------- -----------
11,338 13,751 30,134
----------- ----------- -----------
NET LOSS $ (10,338) $ (13,751) $ (29,134)
=========== =========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 3,000,000 2,063,014
=========== ===========
The accompanying notes are an integral part of these financial statements
21
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 20, 2005 (INCEPTION) TO APRIL 30, 2007
Deficit
Accumulated
Common Shares Additional During the
--------------------- Paid in Development
Number Amount Capital Stage Total
------ ------ ------- ----- -----
Balance, April 20, 2005 -- $ -- $ -- $ -- $ --
Issued for cash at $0.005 per share - April 24, 2005 2,000,000 2,000 8,000 -- 10,000
Net loss -- -- -- (5,045) (5,045)
--------- --------- --------- --------- ---------
Balance, April 30, 2005 2,000,000 2,000 8,000 (5,045) 4,955
Issued for cash at $0.025 per share 1,000,000 1,000 24,000 -- 25,000
Net loss -- -- -- (13,751) (13,751)
--------- --------- --------- --------- ---------
Balance, April 30, 2006 3,000,000 3,000 32,000 (18,796) 16,204
Net loss -- -- -- (10,338) (10,338)
--------- --------- --------- --------- ---------
Balance April 30, 2007 3,000,000 $ 3,000 $ 32,000 $ (29,134) $ 5,866
========= ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements
22
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Cumulative from
Year End April 20, 2005
------------------------------ (inception) to
April 30, April 30, April 30,
2007 2006 2007
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(10,338) $(13,751) $(29,134)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 600 100 700
Changes in non-cash working capital items
Accounts payable and accrued liabilities (2,435) (508) 2,102
Deferred revenue (1,000) 1,000 --
-------- -------- --------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (13,173) (13,159) (26,332)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment -- (1,820) (1,820)
-------- -------- --------
NET CASH FLOWS FROM INVESTING ACTIVITIES -- (1,820) (1,820)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock -- 25,000 35,000
-------- -------- --------
NET CASH FLOWS FROM FINANCING ACTIVITIES -- 25,000 35,000
-------- -------- --------
INCREASE (DECREASE) IN CASH (13,173) 10,021 6,848
CASH, BEGINNING 20,021 10,000 --
-------- -------- --------
CASH, ENDING $ 6,848 $ 20,021 $ 6,848
======== ======== ========
Supplemental disclosures:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of these financial statements
23
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
APRIL 30, 2007
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE AND CONTINUANCE OF OPERATIONS
WestCoast Golf Experiences, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on April 20, 2005 for the purpose of the development of a
business to market golf packages to corporate clients for their employees or
customers utilizing the Company's teaching professionals and other computer
aided instruction.
These financial statements have been prepared on a going concern basis, which
implies that the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company's ability to continue
as a going concern is dependent on raising additional capital to fund future
operations and ultimately to attain profitable operations. The Company has been
in the initial organization stage since inception, and as at April 30, 2007 the
Company has accumulated losses of $29,134 since inception. Management's plan is
to continue raising additional funds through future equity or debt financings
until it achieves profitable operations from sales of its golf packages and
services. There is no certainty that additional funding will be available when
needed. Accordingly, these factors raise substantial doubt as to the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
These financial statements are presented in United States dollars and have been
prepared in accordance with accounting principles generally accepted in the
United States of America. The Company's year end is April 30.
DEVELOPMENT STAGE ENTERPRISE
The Company is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7 as it is devoting substantially all of its
efforts to establish a new business and its planned principal operations have
not commenced.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America 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.
FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107 "Disclosures about Fair
Value of Financial Instruments," management has determined the estimated fair
value of financial instruments using available market information and
appropriate valuation methodologies. The carrying value of cash and accounts
payable and accrued liabilities approximate fair value due to the short-term
maturity of the instruments.
24
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
APRIL 30, 2007
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
CASH AND CASH EQUIVALENTS
The Company considers all liquid investments, with an original maturity of three
months or less when purchased, to be cash equivalents.
COMPUTER EQUIPMENT
Computer equipment is recorded at cost. Depreciation is computed using the
straight-line method with an estimated useful life of 36 months.
REVENUE RECOGNITION
The Company recognizes revenue when the service has been rendered, the amounts
are fixed or determinable and collection is reasonably assured. Amounts received
in advance of services being rendered is recorded as deferred revenue.
INCOME TAXES
The Company has adopted SFAS No. 109 "Accounting for Income Taxes" as of its
inception. Pursuant to SFAS No. 109, the Company is required to compute tax
asset benefits for net operating losses carried forward. Potential benefit of
net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.
LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the statement of operations.
Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all potentially
dilutive common shares outstanding during the period using the treasury stock
method and convertible preferred stock using the "if converted" method. In
computing diluted EPS, the average stock price for the period is used in
determining the number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all potentially dilutive shares
if their effect is anti dilutive. The Company has not issued any potentially
dilutive instruments since inception and accordingly basic loss per share is
equal to diluted loss per share.
FOREIGN CURRENCY TRANSLATION
The Company's functional currency and reporting currency is the U.S. dollar. In
accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated
monetary assets and liabilities are translated to their U.S. dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the year.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations. To date the Company has not
reported any translation adjustments or transaction gains or losses.
25
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
APRIL 30, 2007
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CON'T)
STOCK-BASED COMPENSATION
The Company has not granted any stock options since inception and has not
adopted a stock-based compensation policy.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, expands disclosures about fair
value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. SFAS No. 157 is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, which for the Company would be its fiscal year beginning
January 1, 2008. The Company is currently evaluating the impact of SFAS No. 157
but does not expect that it will have a material impact on its financial
statements.
In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans." This Statement requires
an employer to recognize the over funded or under funded status of a defined
benefit post retirement plan (other than a multiemployer plan) as an asset or
liability in its statement of financial position, and to recognize changes in
that funded status in the year in which the changes occur through comprehensive
income. SFAS No. 158 is effective for fiscal years ending after December 15,
2006. The Company does not expect that the implementation of SFAS No. 158 has
not had any impact on the Company's financial position and results of
operations.
In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for periods ending after November
15, 2006. The implementation of SAB No. 108 has not had any impact on the
Company's financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. SFAS No. 159 is effective for fiscal years
beginning after November 15, 2007. The Company is currently assessing the impact
of SFAS No. 159 on its financial position and results of operations.
26
WESTCOAST GOLF EXPERIENCES, INC.
(A DEVELOPMENT STAGE COMPANY)
APRIL 30, 2007
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - EQUIPMENT
Equipment consists of the following:
Accumulated 2007 2006
Cost Amortization Net Book Value Net Book Value
---- ------------ -------------- --------------
Computer equipment $1,820 $ 700 $1,120 $1,720
====== ====== ====== ======
NOTE 4 - COMMON STOCK
The Company's authorized capitalization is 75,000,000 common shares with a par
value of $0.001 per share.
On April 24, 2005 a total of 2,000,000 shares of the Company's common stock were
issued to the founding and sole director of the Company pursuant to a stock
subscription agreement at $0.005 per share for total proceeds of $10,000.
On April 11, 2006 a total of 1,000,000 shares of the Company's common stock were
issued pursuant to a stock subscription agreement at $0.025 per share for total
proceeds of $25,000.
Since inception the Company has not granted any stock options and has not
recorded any stock-based compensation.
NOTE 5 - INCOME TAXES
There were no temporary differences between the Company's tax and financial
bases that result in deferred tax assets or liabilities, except for the
Company's net operating loss carry-forwards amounting to approximately $29,134
at April 30, 2007 (2006 - $18,796) which may be available to reduce future
year's taxable income. These carry-forwards will expire, if not utilized,
commencing in 2025. Management believes that the realization of the benefits
from this deferred tax asset appears uncertain due to the Company's limited
operating history and continuing losses. Accordingly a full, deferred tax asset
valuation allowance has been provided and no deferred tax asset benefit has been
recorded.
The significant components of the Company's deferred income tax assets at April
30 are as follows:
April 30, 2007 April 30, 2006
-------------- --------------
Net operating loss $ 10,338 $ 13,751
Statutory tax rate 34% 34%
-------- --------
Expected tax (recovery) 3,515 4,675
Valuation allowance (3,515) (4,675)
-------- --------
Future income tax provision (recovery) -- --
======== ========
Deferred tax asset 9,906 6,391
Valuation allowance (9,906) (6,391)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
27
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 8A - CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as of the end of the period covered
by this report. Based on this evaluation, our principal executive officer and
principal financial officer concluded as of the evaluation date that our
disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Directors are elected by the stockholders to a term of one year and serve until
their successor is elected and qualified. Officers are appointed by the Board of
Directors to a term of one year and serve until their successor is duly
appointed and qualified, or until they are removed from office. The Board of
Directors has no nominating, auditing or compensation committees.
The name, address, age and position of our officers and director is set forth
below:
Name and Address Age Position(s)
---------------- --- -----------
Roger Arnet 39 President, Secretary,
#309 - 333 East 1st Street Chief Financial Officer,
North Vancouver, BC, Canada V7L 4W9 Director
Tyler Halls 31 V.P. of Golf Operations
#1009 - 63 Keefer Place
Vancouver, BC, Canada V6B 6N6
The persons named above have held their offices/positions since the inception of
our Company and are expected to hold said offices/positions until the next
annual meeting of our stockholders. The officers and director are our only
officers, director, promoters and control persons. There are no relationships
between our officers and director.
28
BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS
ROGER ARNET
April 2005 - Current, WestCoast Golf Experiences, Inc.
President, Chief Executive Officer, Secretary, Treasurer, Chief Financial
Officer, Principal Accounting Officer and Director
2000 - Current, Seymour Creek Golf Centre
CPGA Golf Teaching Professional
1993 - 1999, Pacific Northwest Salmon Products
President - Responsible for the Wholesale and Retail of pickled salmon products.
1990, Simon Fraser University
Graduated with a Bachelor of Arts with a Major in Communications
2001 - Current, Member of the Canadian Professional Golf Association
TYLER HALLS
April 2005 - Current, WestCoast Golf Experiences, Inc.
Vice President of Golf Operations
2001 - Current, Seymour Creek Golf Centre
CPGA Golf Teaching Professional
2001 - Current, Beer and Wine Store
Store Manager
1993 - 2000, Taurus Golf Centre and Northern Pines Golf Course
CPGA Golf Teaching Professional
1994, Lethbridge Community College
Graduated with a 2-year Degree in Business Administration with a Major in Pro
Golf Management
1993 - Current, Member of the Canadian Professional Golf Association
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations and only one director and two officers, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.
29
ITEM 10 - EXECUTIVE COMPENSATION
Currently, neither of our officers or our director is being compensated for
their services; however, they are reimbursed for any out-of-pocket expenses they
incur on our behalf. In the future, if and when we become profitable from
revenues generated, we may approve payment of salaries for our officers and
directors, but currently, no such plans have been approved. We also do not
currently have any benefits, such as health insurance, life insurance or any
other benefits available to our employees. In addition, none of our officers,
directors or employees is party to any employment agreements.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-
Non-Equity qualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Total
-------- ---- ------ ----- ------ ------ ------ -------- ------ -----
Roger Arnet 2007 0 0 0 0 0 0 0 0
CEO, 2006 0 0 0 0 0 0 0 0
President, 2005 0 0 0 0 0 0 0 0
Director
Tyler 2007 0 0 0 0 0 0 0 0
Halls 2006 0 0 0 0 0 0 0 0
VP of Operations 2005 0 0 0 0 0 0 0 0
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
------------------------------------------------------------------------------------------ -------------------------
Equity
Incentive
Plan
Equity Awards:
Equity Incentive Market or
Incentive Plan Awards: Payout
Plan Awards; Market Number of Value of
Number of Number of Number of Number of Value of Unearned Unearned
Securities Securities Securities Shares or Shares or Shares, Shares,
Underlying Underlying Underlying Units of Units of Units or Units or
Unexercised Unexercised Unexercised Option Option Stock That Stock That Other Rights Other Rights
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not That Have That Have
Name Exercisable Unexercisable Options (#) Price Date Vested (#) Vested Not Vested Not Vested
---- ----------- ------------- ----------- ----- ---- ---------- ------ ---------- ----------
Roger 0 0 0 0 0 0 0 0 0
Arnet
Tyler 0 0 0 0 0 0 0 0 0
Halls
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DIRECTOR COMPENSATION
Change in
Pension
Value and
Nonqualified
Fees Earned Non-Equity Deferred
or Paid Stock Option Incentive Plan Compensation All Other
Name in Cash Awards Awards Compensation Earnings Compensation Total
---- ------- ------ ------ ------------ -------- ------------ -----
Roger Arnet 0 0 0 0 0 0 0
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth the total number of shares owned beneficially by
our director, officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The stockholders
listed below have direct ownership of their shares and possess sole voting and
dispositive power with respect to the shares.
Name and Address Number of Percentage
Beneficial Owner Shares of Ownership
---------------- ------ ------------
Roger Arnet 2,000,000 67%
#309-333 E. 1st Street
North Vancouver, BC
Canada, V7L 4W9
Tyler Halls 0 0%
#1009 - 63 Keefer Place
Vancouver, BC
Canada, V6B 6N6
All Officers and
Directors as a Group 2,000,000 67%
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
Roger Arnet is our sole director. Roger Arnet and Tyler Halls are the only
officers, promoters and affiliates of our company.
We are currently using the offices of Roger Arnet, an officer and director of
our Company, on a rent-free basis for administrative purposes. There is no
written lease agreement or other material terms or arrangements relating to said
arrangement.
31
On April 20, 2005, the Company issued 2,000,000 shares of its $0.001 par value
common stock to Mr. Roger Arnet, an officer and sole director of the Company in
exchange for cash in the amount of $10,000, or $0.005 per share.
We do not currently have any conflicts of interest by or among our current
officers, director, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so prior to
hiring any additional employees.
None of the members of the Board of Directors are deemed to be independent.
ITEM 13 - EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation*
3(ii) Bylaws*
31 Sec. 302 Certification of CEO/CFO
32 Sec. 906 Certification of CEO/CFO
----------
* Included in our original SB-2 filed with the Securities & Exchange
Commission on June 20, 2005 under File Number 333-125956.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
For the year ended April 30, 2007, the total fees charged to the company for
audit services were $7,900 for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
For the year ended April 30, 2006, the total fees charged to the company for
audit services were $8,500, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
32
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
July 16, 2007 Westcoast Golf Experiences, Inc., Registrant
/s/ Roger Arnet
----------------------------------------
By: Roger Arnet, President, CEO,
Secretary, Treasurer, CFO,
Principal Accounting Officer and
Sole Director
33