westcoast_form-10qsb013108.htm
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB
Quarterly
Report under Section 13 or 15 (d) of
Securities
Exchange Act of 1934
For the
Period ended January 31, 2008
Commission
File Number 333-125956
WestCoast Golf Experiences,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization)
|
|
20-2706319
(I.R.S.
Employer Identification No.)
|
4199 Campus Drive,
Suite 550, Irvine, CA
(Address
of principal executive offices)
|
92612
(Zip
Code)
|
(949)
725-2201
(Registrant’s
Telephone Number, Including Area Code)
|
Indicate
by check mark whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act 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. xYes o No
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). x Yes o No
State the
number of shares outstanding of each of the issuer's classes of common equity,
as of the latest practical date. As of February
28, 2008, there were 3,000,000 shares of the issuer's $.001 par value
common stock issued and outstanding.
PART
I - FINANCIAL INFORMATION
Item 1. Financial
Statements
WESTCOAST
GOLF EXPERIENCES, INC.
(a
development stage company)
BALANCE
SHEETS
|
|
January
31, 2008
|
|
|
April
30, 2007
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash
|
|
$ |
2,779 |
|
|
$ |
6,848 |
|
|
|
|
|
|
|
|
|
|
EQUIPMENT
|
|
|
670 |
|
|
|
1,120 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,449 |
|
|
$ |
7,968 |
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities (Note 2)
|
|
$ |
17,906 |
|
|
$ |
2,102 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’
EQUITY (DEFICIENCY)
|
|
|
|
|
|
|
|
|
Capital stock
|
|
|
|
|
|
|
|
|
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
|
|
|
(49,457 |
) |
|
|
(29,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(14,457 |
) |
|
|
5,866 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
3,449 |
|
|
$ |
7,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The
accompanying notes are an integral part of these financial
statements
WESTCOAST
GOLF EXPERIENCES, INC.
(a
development stage company)
STATEMENTS
OF OPERATIONS
(Unaudited)
|
|
Nine
Months Ended
|
Three
Months Ended
|
|
|
Cumulative
from April 20, 2005 (inception) to
|
|
|
|
January
31, 2008
|
|
January
31, 2007
|
January
31, 2008
|
|
|
January
31, 2007
|
|
|
January
31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$ |
- |
|
$ |
1,000 |
|
$ |
- |
|
|
$ |
1,000 |
|
|
$ |
1,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL
AND ADMINISTRATIVE EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
450 |
|
|
450 |
|
|
150 |
|
|
|
150 |
|
|
|
1,150 |
|
Office and
general
|
|
|
504 |
|
|
1,206 |
|
|
143 |
|
|
|
272 |
|
|
|
3,979 |
|
Professional fees
|
|
|
17,955 |
|
|
5,856 |
|
|
10,915 |
|
|
|
1,528 |
|
|
|
39,553 |
|
Regulatory and filing
fees
|
|
|
1,413 |
|
|
1,492 |
|
|
100 |
|
|
|
395 |
|
|
|
5,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,322 |
) |
|
(9,004 |
)
|
|
11,308 |
|
|
|
2,345 |
|
|
|
50,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
LOSS
|
|
$ |
(20,322 |
) |
$ |
(8,004 |
)
|
$ |
(
11,308 |
) |
|
$ |
(1,345 |
) |
|
$ |
(49,457 |
) |
BASIC
AND DILUTED NET LOSS
PER SHARE
|
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
|
|
3,000,000 |
|
The
accompanying notes are an integral part of these financial
statements
WESTCOAST
GOLF EXPERIENCES, INC.
(a
development stage company)
STATEMENTS
OF CASH FLOWS
(Unaudited)
|
|
Nine
Months Ended
January
31,
|
|
|
Cumulative
from April 20, 2005 (inception) to January 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$ |
(20,322 |
) |
|
$ |
(8,004 |
) |
|
$ |
(49,457 |
) |
Adjustments to reconcile net
loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
450 |
|
|
|
450 |
|
|
|
1,150 |
|
Prepaid
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-cash working
capital items
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
liabilities
|
|
|
8,913 |
|
|
|
(2,745 |
) |
|
|
11,016 |
|
Deferred
revenue
|
|
|
|
|
|
|
(1,000 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH FLOWS USED IN OPERATING ACTIVITIES
|
|
|
(10,959 |
) |
|
|
(11,299 |
) |
|
|
(37,291 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
- |
|
|
|
|
|
Purchase of computer
equipment
|
|
|
- |
|
|
|
- |
|
|
|
(1,820 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
- |
|
|
|
- |
|
|
|
(1,820 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to related
party
|
|
|
6,890 |
|
|
|
- |
|
|
|
6,890 |
|
Proceeds on sale of common
stock
|
|
|
- |
|
|
|
- |
|
|
|
35,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
6,890 |
|
|
|
- |
|
|
|
41,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE
(DECREASE) IN CASH
|
|
|
(4,069 |
) |
|
|
(11,299 |
) |
|
|
2,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
BEGINNING
|
|
|
6,848 |
|
|
|
20,021 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH,
ENDING
|
|
$ |
2,779 |
|
|
$ |
8,722 |
|
|
$ |
2,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
paid for:
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxes
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
- |
|
The
accompanying notes are an integral part of these financial
statements
WESTCOAST
GOLF EXPERIENCES, INC.
(a
development stage company)
NOTES
TO FINANCIAL STATEMENTS
(Unaudited)
NOTE
1 –BASIS OF PRESENTATION
Unaudited
Interim Financial Statements
The
accompanying unaudited interim financial statements have been prepared in
accordance with generally accepted accounting principles in the United States
for interim financial information and with the instructions to Form 10-QSB of
Regulation S-B. They do not include all information and footnotes required by
generally accepted accounting principles in the United States for complete
financial statements. However, except as disclosed herein, there have
been no material changes in the information disclosed in the notes to the
financial statements for the period ended April 30, 2007 included in the
Company’s Form 10-KSB with the Securities and Exchange Commission. The interim
unaudited financial statements should be read in conjunction with those
financial statements included in the Form 10-KSB. In the opinion of Management,
all adjustments considered necessary for a fair presentation, consisting solely
of normal recurring adjustments, have been made. Operating results for the nine
months ended January 31, 2008 are not necessarily indicative of the results that
may be expected for the year ending April 30, 2008.
Comparative
Figures
Certain
of the comparative figures have been reclassified to conform to the current
year’s presentation.
NOTE
2 – RECENT ACCOUNTING PRONOUNCEMENTS
In
December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements - an Amendment of ARB No. 51." This statement
requires that noncontrolling or minority interests in subsidiaries be presented
in the consolidated statement of financial position within equity, but separate
from the parents' equity, and that the amount of the consolidated net income
attributable to the parent and to the noncontrolling interest be clearly
identified and presented on the face of the consolidated statement of income.
SFAS No. 160 is effective for the fiscal years beginning on or after December
15, 2008. Currently the Company does not anticipate that this statement will
have an impact on its financial statements.
In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”.
SFAS 141 (Revised) establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
guidance will become effective for the fiscal year beginning after December 15,
2008. Management is in the process of evaluating the impact, if any, SFAS 141
(Revised) will have on the Company’s financial statements upon
adoption.
NOTE
3 – DUE TO RELATED PARTY
During
the period the sole director did not make any payments on behalf of the Company.
As at January 31, 2008 $6,890 remains owing to this director for payments made
on behalf of the Company in a prior period and is included in the Balance Sheet
- Accounts Payable and Accrued Liabilities. The balance owing is non-interest
bearing, unsecured and without specific terms of payment.
Item
2. Management's
Discussion and Analysis or Plan of Operation
The
following information specifies certain forward-looking statements of management
of the company. Forward-looking statements are statements that estimate the
happening of future events and are not based on historical fact. Forward-looking
statements may be identified by the use of forward-looking terminology, such as
“may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”,
“probable”, “possible”, “should”, “continue”, or similar terms, variations of
those terms or the negative of those terms. The forward-looking statements
specified in the following information have been compiled by our management on
the basis of assumptions made by management and considered by management to be
reasonable. Our future operating results, however, are impossible to predict and
no representation, guaranty, or warranty is to be inferred from those
forward-looking statements.
The
assumptions used for purposes of the forward-looking statements specified in the
following information represent estimates of future events and are subject to
uncertainty as to possible changes in economic, legislative, industry, and other
circumstances. As a result, the identification and interpretation of data and
other information and their use in developing and selecting assumptions from and
among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from
anticipated or projected results, and, accordingly, no opinion is expressed on
the achievability of those forward-looking statements. We cannot guaranty that
any of the assumptions relating to the forward-looking statements specified in
the following information are accurate, and we assume no obligation to update
any such forward-looking statements.
Liquidity and Capital
Resources
We do not
expect to be able to satisfy our cash requirements for the next 3 months with
our cash in the bank of $2,779 at January 31, 2008 and as a result, if we have
not yet generated revenues sufficient to sustain business operations, we may
have to raise additional monies through sales of our equity securities or
through loans from banks or third parties to continue our business plans. There
is no assurance that sufficient revenues can be generated or that additional
financing will be available, if and when required, or on terms favorable to
us. If we are unable to generate sufficient revenues and/or obtain
financing if and when needed, our current business plan could fail. In addition,
we may modify or not pursue our business plan based on available
financing.
We expect
that the legal and accounting costs of being a public company will continue to
impact our liquidity and we may need to obtain funds to pay those expenses.
Other than the anticipated increases in legal and accounting costs due to the
reporting requirements of being a reporting company as well as costs related to
any future acquisition activities as discussed below, we are not aware of any
other known trends, events or uncertainties, which may affect our future
liquidity.
Off-Balance Sheet Arrangements.
We have no off-balance sheet arrangements.
Results of
Operations
We are
still in our development stage and have only generated limited
revenues.
We
incurred operating expenses of $11,308 and $1,345 for the three month periods
ended January 31, 2008 and 2007, 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 three months ended January 31, 2008 and 2007 was $11,308 and
$1,345, respectively. Our net loss since inception through January 31, 2008 was
$49,457. 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.
In their
report on our audited financial statements as at April 30, 2007, our auditors
expressed their doubt about our ability to continue as a going concern unless we
are able to raise additional capital and ultimately to generate profitable
operations.
Our Plan of Operation for the Next
Twelve Months. Our business is client-driven and our financial
requirements are reviewed and adjusted continually. The costs associated with
operating as a public company are a cost priority within our business
operations. Management is responsible for the preparation of the required
documents to keep the costs to a minimum. To date, our very limited financial
resources have made it difficult to implement advertising and marketing
activities.
Our
inability to conduct marketing activities coupled with our inability to generate
significant revenues has caused our management to explore other potential
business opportunities that might be available to us. Accordingly, over the last
few months, we have begun researching potential acquisitions or other suitable
business partners which will assist us in realizing our business objectives. To
that extent, we have had informal discussions with representatives of certain
private companies that are interested in being acquired by us, although as of
the date of this report, we have not entered into any understanding or formal
agreement to acquire any potential acquisition candidates. We intend to continue
discussions with the representatives of one of those private companies. We hope
that we will enter into a formal agreement to acquire that private company in
the next few months. We cannot guaranty that we will acquire that company or any
other third party, or that, in the event that we acquire another entity, the
acquisition will increase the value of our common stock.
As
disclosed previously in a Current Report on Form 8-K, effective January 4, 2008,
our board of directors appointed Suzanne Fischer as President, Secretary,
Treasurer and sole director and accepted the resignations of Roger Arnet, our
former officer and director. In addition, on January 4, 2008, Tyler Halls
resigned as the Vice President of Golf Operations. In connection with the change
in management, our business operations are focused on acquiring that private
company, as disclosed above, and we intend to suspend our golf operations while
we attempt to acquire that company. If we do not complete the transaction
discussed herein, we will attempt to re-establish our golf operations or look
for another acquisition or merger target.
We are
not currently conducting any research and development activities. We do not
anticipate that we will purchase or sell any significant equipment. In the event
that we acquire that private company, then we may need to hire additional
employees or independent contractors as well as purchase or lease additional
equipment.
Critical Accounting
Policies
The
unaudited financial statements as of January 31, 2008, included herein have been
prepared without audit pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with general accepted accounting procedures have been condensed or omitted
pursuant to such rules and regulations. In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. It is suggested that
these financial statements be read in conjunction with our April 30, 2007
audited financial statements and notes thereto, which can be found in our Form
10K-SB Registration Statement on the SEC website at www.sec.gov under our SEC
File Number 333-125956.
Management's
discussion and analysis of our financial condition and results of operations are
based on the financial statements which are prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of such financial statements requires Management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. On an ongoing basis, Management will evaluate its estimates and
will base its estimates on historical experience, as well as on various other
assumptions in light of the circumstances surrounding the estimate, and the
results will form the basis in making judgments about the carrying values of our
assets and liabilities that are not readily apparent from other sources. It
should be noted, however, that actual results could materially differ from the
amount derived from Management's estimates under different assumptions or
conditions.
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.
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.
Item 3. Controls and
Procedures
Evaluation of Disclosure
Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and the 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 and 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,
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 no identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.
PART
II – OTHER INFORMATION
Item 1. Legal
Proceedings.
None.
Item 2. Unregistered Sales
of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults
Upon Senior Securities
None.
Item
4. Submission of Matters to Vote of Security
Holders
None.
Item 5. Other
Information
None.
Item
6. Exhibits
*
|
Incorporated
by reference to their inclusion as exhibits to Form SB-2 Registration
Statement, filed under SEC File Number 333-125956 on June 20,
2005.
|
SIGNATURES
In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
|
WestCoast Golf Experiences,
Inc.,
a
Nevada corporation
|
|
|
|
|
|
February
28, 2008
|
By:
|
/s/ Suzanne Fischer |
|
|
|
Suzanne
Fischer |
|
|
|
Chief
Executive Officer, Chief Financial Officer, President,
Secretary, Treasurer, and a Director
|
|
|
|
|
|