UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
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( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File number 000-30415
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WESTERN GLORY HOLE, INC.
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(Exact name of registrant as specified in charter)
Nevada 87-0632495
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1981 East Murray Holiday Rd, Salt Lake City, Utah 84117
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(Address of principal executive offices) (Zip Code)
801-272-9294
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Registrant's telephone number, including area code
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(Former name, former address, and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), Yes [x ] No [ ] and (2) has been subject to such
filing requirements for the past 90 days. Yes [x ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date
Class Outstanding as of September 30, 2003
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Common Stock, $0.001 742,500
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INDEX
Page
Number
PART I.
ITEM 1. Financial Statements (unaudited)...........................................3
Balance Sheets.............................................................4
September 30, 2003 and December 31, 2002
Statements of Operations
For the three and nine months ended September 30, 2003 and 2002 ......5
and the period March 28, 1983 to September 30, 2003
Statements of Cash Flows
For the nine months ended September 30, 2003 and 2002..................6
and the period March 28, 1983 to September 30, 2003
Notes to Financial Statements..............................................7
ITEM 2. Plan of Operations........................................................10
PART II. Signatures................................................................10
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
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The accompanying balance sheets of Western Glory Hole, Inc. ( development stage
company) at September 30, 2003 and December 31, 2002, and the related statements
of operations, and cash flows, for the three and nine months ended September 30,
2003 and 2002 and the period March 28, 1983 to September 30, 2003, have been
prepared by the Company's management in conformity with accounting principles
generally accepted in the United States of America. In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.
Operating results for the quarter ended September 30, 2003, are not necessarily
indicative of the results that can be expected for the year ending December 31,
2003.
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WESTERN GLORY HOLE, INC.
( Development Stage Company)
BALANCE SHEETS
September 30, 2003, and December 31, 2002
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Sep 30, Dec 31,
2003 2002
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ASSETS
CURRENT ASSETS
Cash $ -- $ --
-------- --------
Total Current Assets $ -- $ --
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ -- $ --
-------- --------
Total Current Liabilities -- --
-------- --------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at $0.001 par
value; 742,500 shares issued and outstanding 743 743
Capital in excess of par value 52,105 49,088
Deficit accumulated during the development stage (52,848) (49,831)
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Total Stockholders' Equity (deficiency) -- --
-------- --------
$ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements.
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WESTERN GLORY HOLE, INC.
( Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three and Nine Months Ended September 30, 2003, and 2002
and the Period March 28, 1983 (Date of Inception) to September 30, 2003
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Three Months Nine Months
Sep 30, Sep 30, Sep 30, Sep 30, Mar 28, 1983 to
2003 2002 2003 2002 Sep 30, 2003
--------- --------- --------- --------- ----------------
REVENUES $ -- $ -- $ -- $ -- $ --
EXPENSES 561 638 3,017 2,869 52,848
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NET LOSS $ (561) $ (638) $ (3,017) $ (2,869) $ (52,848)
========= ========= ========= ========= ================
NET LOSS PER COMMON
SHARE
Basic $ -- $ -- $ -- $ --
--------- --------- --------- ---------
AVERAGE OUTSTANDING
SHARES
Basic 742,500 742,500 742,500 742,500
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The accompanying notes are an integral part of these financial statements.
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WESTERN GLORY HOLE, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2003, and 2002 and the
Period March 28, 1983 (Date of Inception) to September 30, 2003
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Mar 28, 1983
Sep 30, Sep 30, to Sep 30,
2003 2002 2003
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CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (3,017) $ (2,869) $(52,848)
Adjustments to reconcile net loss to
net cash provided by operating activities
Contributions to capital - expenses 3,017 2,869 12,848
Net Cash Used in Operations -- -- (40,000)
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CASH FLOWS FROM INVESTING
ACTIVITIES
-- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock -- -- 40,000
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Net Increase (Decrease) in Cash -- -- --
Cash at Beginning of Period -- -- --
-------- -------- --------
Cash at End of Period $ -- $ -- $ --
======== ======== ========
NON CASH FLOWS FROM OPERATING ACTIVITIES
Contributions to capital - expenses - related party $ 12,848
The accompanying notes are an integral part of these financial statements.
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WESTERN GLORY HOLE, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
September 30, 2003
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1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on March 28,
1983 with the name of "L. Peck Enterprises, Inc." with authorized common stock
of 2,500 shares at no par value. On May 27, 1999 the authorized capital stock
was increased to 100,000,000 shares with a par value of $0.001 in connection
with a name change to "Western Glory Hole, Inc".
On May 27, 1999 the Company completed a forward common stock split of 225 shares
for each outstanding share. This report has been prepared showing after stock
split shares with a par value of $.001 from inception.
The Company has been engaged in the activity of seeking and developing mining
properties and was inactive after 1990.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
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The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
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The Company has not adopted a policy regarding payment of dividends.
Income Taxes
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The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilites and are measured using the enacted tax rates and laws that will be in
effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.
On September 30, 2003 the Company had a net operating loss carry forward of
$52,848. The tax benefit of $15,854 from the loss carry forward has been fully
offset by a valuation reserve because the use of the future tax benefit is
undeterminable since the Company has no operations. The net operating loss will
expire starting in 2005 through 2024.
Financial Instruments
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The carrying amounts of financial instruments are considered by management to be
their estimated fair values.
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WESTERN GLORY HOLE, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2003
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Basic and Diluted Net Income (Loss) Per Share
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Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.
Estimates and Assumptions
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Management uses estimates and assumptions in preparing financial statements in
accordance with accounting principles generally accepted in the United States of
America. Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and liabilities, and
the reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.
Statement of Cash Flows
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For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.
Financial and Concentrations Risk
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The Company does not have any concentration or related financial credit risk.
Revenue Recognition
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Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.
Advertising and Market Development
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The company expenses advertising and market development costs as incurred.
Recent Accounting Pronouncements
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The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
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WESTERN GLORY HOLE, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
September 30, 2003
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3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES
Present and former officer-directors have acquired 67% of the outstanding common
stock of the Company and have made contributions to capital by payment of
Company expenses of $12,848.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company,
however there is insufficient working capital for any future planned activity
which raises substantial doubt about its ability to continue as going concern.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding and long term debt which will enable the Company to conduct
operations for the coming year.
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ITEM 2. PLAN OF OPERATIONS
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The Company's management is seeking and intends to acquire interests in various
business opportunities which, in the opinion of management, will provide a
profit to the Company but it does not have the working capital to be successful
in this effort.
Continuation of the Company as a going concern is dependent upon obtaining the
working capital necessary for its planned activity. The management of the
Company has developed a strategy, which they believe can obtain the needed
working capital through additional equity funding and long term debt which will
enable the Company to continue operations for the coming year.
Since the end of the quarter ending September 30, 2003, the Company has entered
into a letter of intent to acquire all of the outstanding shares of Health
Enhancement Products Inc. for up to 8,000,000 shares of the common stock of the
Company, subject to due diligence, execution of a definitive contract, and
further final negotiations. At this time the Company is undertaking the steps
necessary to consummate this transaction but is unable to predict whether it
will close or not.
Liquidity and Capital Resources
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The Company will need additional working capital to finance its planned
activity, especially if it closes the Health Enhancement Products, Inc.
transaction. In the event it can not obtain that additional working capital,
this would have a detrimental affect on the Company's operations and planned
operations.
Results of Operations
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The Company has had no operations during this reporting period.
PART 2 - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
99.1 Certification, dated October 28, 2003, required by Section 906 of the
Public Company Accounting Reform and Investor Protection Act of 2002
(18 U.S.C ss. 1350, as adopted). Attached hereto
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
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Western Glory Hole, Inc.
[Registrant]
S/ Kevin Baer
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Kevin Baer- President & Treasurer
October 28, 2003
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CERTIFICATION
I, as Chief Executive Officer and Chief Financial Officer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of the Company;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers, if any, and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and I(we) have:
(a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
(b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report ("Evaluation Date"); and
(c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying officers, if any, and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
(a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers, if any, and I have indicated in
this quarterly report whether or not there were any significant changes in
internal controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
Date: October 28, 2003 S/ Kevin Baer
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Kevin Baer, CEO & CFO
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