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 July 31, 2006
Commission File Number 333-125956
WESTCOAST GOLF EXPERIENCES, INC.
(Name of small business issuer in its charter)
Nevada 7999 20-2706319
(State of incorporation) (Primary SIC Number) (IRS Employer ID Number)
#309 - 333 East 1st Street
North Vancouver, BC, Canada V7L 4W9
(604)988-1083
(Address and telephone number of principal executive offices)
Michael M. Kessler, Esq.,
3436 American River Drive, Suite 11
Sacramento, CA 95864
Phone: (916)239 4000
Fax: (916) 239 4008
(Name, address and telephone number of agent for service)
Check whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
There were 3,000,000 shares of Common Stock outstanding as of July 31, 2006.
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
BALANCE SHEETS
July 31, 2006 April 30, 2006
------------- --------------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 17,678 $ 20,021
FIXED ASSETS (Note 3) 1,570 1,720
-------- --------
$ 19,248 $ 21,741
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 5,793 $ 4,537
Deferred revenue 1,000 1,000
-------- --------
6,793 5,537
======== ========
COMMITMENTS AND CONTINGENCIES (Notes 1 and 3)
STOCKHOLDERS' DEFICIT)
Capital stock (Note 4)
Common stock, $0.001 par value, 75,000,000 shares authorized
3,000,000 common shares issued and outstanding 3,000 3,000
Additional paid in capital 32,000 32,000
Deficit accumulated during the development stage (22,545) (18,796)
-------- --------
12,455 16,204
-------- --------
$ 19,248 $ 21,741
======== ========
The accompanying notes are an integral part of
these interim financial statements
2
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative from
Three Months Ended April 20, 2005
-------------------------------- (inception) to
July 31, 2006 July 31, 2005 July 31, 2006
------------- ------------- -------------
GENERAL AND ADMINISTRATIVE EXPENSES
Depreciation $ 150 $ -- $ 250
Office and general 222 362 2,204
Professional fees 2,935 2,625 17,349
Regulatory and filing fees 442 -- 2,742
----------- ----------- -----------
NET LOSS $ (3,749) $ (3,348) $ (22,545)
=========== =========== ===========
BASIC AND DILUTED NET LOSS PER SHARE $ (0.00) $ (0.00)
=========== ===========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 3,000,000 2,000,000
=========== ===========
The accompanying notes are an integral part of
these interim financial statements
3
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM APRIL 20, 2005 (INCEPTION) TO JULY 31, 2006
Deficit
Accumulated
Additional During the
Common Shares 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 (audited) 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 (audited) 3,000,000 3,000 32,000 (18,796) 16,204
Net loss -- -- -- (3,749) (3,749)
--------- ------ ------- -------- --------
Balance, Ju1y 31, 2006 (unaudited) 3,000,000 $3,000 $32,000 $(22,545) $(12,455)
========= ====== ======= ======== ========
The accompanying notes are an integral part of
these interim financial statements
4
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative from
April 20, 2005
Three Months Ended July 31, (inception) to
--------------------------- July 31,
2006 2005 2006
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (3,749) $ (3,348) $(22,545)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 150 -- 250
Changes in non-cash working capital items
Accounts payable and accrued liabilities 1,256 (1,919) 5,793
Deferred revenue -- -- 1,000
-------- -------- --------
NET CASH FLOWS USED IN OPERATING ACTIVITIES (2,343) (5,276) (15,502)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment -- -- (1,820)
-------- -------- --------
NET CASH FLOWS FROM INVESTING ACTIVITIES (1,820)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds on sale of common stock -- -- 35,000
Related party advances -- -- --
-------- -------- --------
NET CASH FLOWS FROM FINANCING ACTIVITIES -- -- 35,000
-------- -------- --------
INCREASE (DECREASE) IN CASH (2,343) (5,267) 17,678
CASH, BEGINNING OF THE PERIOD 20,021 10,000 --
-------- -------- --------
CASH, END OF THE PERIOD $ 17,678 $ 4,733 $ 17,678
======== ======== ========
Supplemental disclosures:
Cash paid for:
Interest $ -- $ -- $ --
======== ======== ========
Taxes $ -- $ -- $ --
======== ======== ========
The accompanying notes are an integral part of
these interim financial statements
5
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
JULY 31, 2006
--------------------------------------------------------------------------------
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
ORGANIZATION
WestCoast Golf Experiences, Inc. (the "Company") was incorporated under the laws
of the State of Nevada on April 20, 2005 for the purpose of marketing golf
packages to corporate clients for their employees or customers utilizing the
Company's teaching professionals and other computer aided instruction.
GOING CONCERN
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 July 31, 2006, the
Company has accumulated losses of $22,545 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.
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, 2006 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 three
months ended July 31, 2006 are not necessarily indicative of the results that
may be expected for the year ending April 30, 2007.
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 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.
6
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
JULY 31, 2006
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
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.
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.
COMPUTER EQUIPMENT
Computer equipment is recorded at cost. Depreciation is computed using the
straight-line method with an estimated useful life of 36 months.
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 COMMON SHARE
The Company computes loss per share in accordance with SFAS No. 128, "Earnings
per Share" which requires presentation of both basic and diluted earnings per
share on the face of the statement of operations. Basic loss per share is
computed by dividing net loss available to common shareholders by the weighted
average number of outstanding common shares during the period. Diluted loss per
share gives effect to all dilutive potential common shares outstanding during
the period including stock options and warrants, using the treasury method, and
preferred stock, using the if-converted method. Dilutive loss per share excludes
all potential common shares if their effect is anti-dilutive.
STOCK-BASED COMPENSATION
The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.
COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for
reporting and presentation of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include all changes in
equity except those resulting from investments by owners and distributions to
owners. Among other disclosures, SFAS No.130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is presented with
the same prominence as other financial statements. The Company does not have any
assets requiring disclosure of comprehensive income.
7
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
JULY 31, 2006
--------------------------------------------------------------------------------
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd)
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.
COMPARATIVE FIGURES
Certain of the comparative figures have been restated to conform to the current
year's presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value remeasurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on the Company's future reported financial position or
results of operations
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.
NOTE 3 - FIXED ASSETS
Fixed assets consist of the following:
July 31, April 30,
Accumulated 2006 2006
Cost Depreciation Net Net
---- ------------ --- ---
Computer equipment $ 1,820 $ 250 $ 1,570 $ 1,720
8
WESTCOAST GOLF EXPERIENCES, INC.
(a development stage company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
JULY 31, 2006
--------------------------------------------------------------------------------
NOTE 4 - COMMON STOCK
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share.
Since inception the Company has not granted any stock options and has not
recorded any stock-based compensation.
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.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
We are still in our development stage and have only commenced generating
revenues.
We incurred operating expenses of $3,749 and $3,348 for the three month periods
ended July 31, 2006 and 2005, 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 and registration
statement.
Our net loss for the three months ended July 31, 2006 and 2005 was $3,749 and
$3,348, respectively.
In their report on our audited financial statements as at April 30, 2006, 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.
LIQUIDITY AND CAPITAL RESOURCES
We expect to be able to satisfy our cash requirements for the next 9 months with
our cash in the bank of $17,678 at July 31, 2006 without having to raise
additional funds or seek bank loans. After that 9 month period, 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, however no such
plans are currently anticipated.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
BUSINESS OPERATIONS OVERVIEW
Our registration statement became effective on October 27, 2005. Our offering of
1,000,000 common shares was completed on April 7, 2006. Our 12 month budget is
based on operations which will be funded by the $25,000 raised through our
offering.
Our business is client-driven and our revenue requirements will be reviewed and
adjusted based on sales. The costs associated with operating as a public company
are included in our budget. Management will be 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
* The SB-2 Registration Statement was declared effective by the
Securities and Exchange Commission on October 27, 2005.
* Completed the offering of our common stock shares to raise $25,000 in
funding for our business plan.
10
* A comprehensive list of potential clients has been compiled and
contact has been 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.
None of these gift certificates have been redeemed to date.
* The Company has purchased a laptop computer, CSWING software, digital
camera and associated technical accessories.
* The Company completed a corporate event hosted by Toyota where guests
to the event were provided with the opportunity to have their golf
swing analyzed using the Cswing software and the Company's officer's
golf expertise.
* The Company has launched their new corporate website at
www.westcoastgolfexperiences.com.
PLANNED MILESTONES
Design and layout of the initial marketing brochure is complete. We anticipate
that the initial printing run will be for 1,000 pieces at an estimated cost of
$500.
We anticipate advertising in local newspapers, local/regional golf publications
and local financial publications. 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 budget for this type of advertising is estimated at $2,500.
We will begin our direct mailing efforts targeting local contacts in the
financial industry.
We will continue our direct mailing efforts through Fall/Winter 2006 as well as
in the Spring/Summer 2007 (Estimated cost of $1,500 including printing and
postal fees). Begin advertising campaign in Vancouver and B.C. financial
publications, including Business in Vancouver.
CRITICAL ACCOUNTING POLICIES
The unaudited financial statements as of July 31, 2006 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, 2006 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.
11
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.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure on
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS
In accordance with the requirements of SFAS No. 107, management has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate carrying
value due to the short-term maturity of the instruments.
FEDERAL INCOME TAX
The Company has adopted the provisions of SFAS No. 109, Accounting for Income
Taxes. The Company accounts for income taxes pursuant to the provisions of the
Financial Accounting Standards Board Statement No. 109, "Accounting for Income
Taxes", which requires an asset and liability approach to calculating deferred
income taxes. The asset and liability approach requires the recognition of
deferred tax liabilities and assets for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities.
EARNINGS (LOSS) PER COMMON SHARE
The Company computes earnings (loss) per share in accordance with the provisions
of SFAS No. 128, "Earnings Per Share".
Basic earnings (loss) per share is computed on the basis of the weighted average
number of common shares outstanding during the period.
12
Diluted earnings (loss) per share is computed on the basis of the weighted
average number of common shares and dilutive securities outstanding during the
period. Dilutive securities having an anti-dilutive effect on diluted earnings
(loss) per share are excluded from the calculation.
Diluted loss per share is equal to basic loss per share as there are no dilutive
securities outstanding.
STOCK-BASED COMPENSATION
The Company has not adopted a stock option plan and has not granted any stock
options. Accordingly no stock-based compensation has been recorded to date.
COMPREHENSIVE INCOME
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and presentation of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is presented with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. Management does not expect the adoption of
this statement will have a material impact on the Company's results of
operations or financial condition.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
13
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. Management does not expect the adoption of
this statement will have a material impact on the Company's results of
operations or financial condition.
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.
14
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following exhibits are included with this registration statement filing.
Those marked with an asterisk and required to be filed hereunder, are
incorporated by reference and can be found in their entirety in our original
Form SB-2 Registration Statement, filed under SEC File Number 333-125956, at the
SEC website at www.sec.gov:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
31.1 Sec. 302 Certification of Principal Executive Officer
31.2 Sec. 302 Certification of Principal Financial Officer
32.1 Sec. 906 Certification of Principal Executive Officer
32.2 Sec. 906 Certification of Principal Financial Officer
There were no reports filed on Form 8-K during the quarter ended July 31, 2006.
SIGNATURES
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
September 12, 2006 WestCoast Golf Experiences, Inc., Registrant
By: /s/ Roger Arnet
-----------------------------------------
Roger Arnet, Chief Executive Officer,
In accordance with the Exchange Act, this report has been signed below by the
following person on behalf of the registrant and in the capacities and on the
date indicated.
September 12, 2006 WestCoast Golf Experiences, Inc., Registrant
By: /s/ Roger Arnet
-----------------------------------------
Roger Arnet, President, Secretary,
Treasurer, Chief Executive Officer,
Chief Financial Officer, and
Principal Accounting Officer
15