SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
March 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission file number 0-24839
WESTFORD ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-2102435
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1504 R Street, N.W., Washington, D.C. 20009
(Address of principal executive offices (zip code))
202/387-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the last 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 the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.
Class Outstanding at March 31, 1999
Common Stock, par value $0.0001 5,000,000
ITEM 1. FINANCIAL STATEMENTS
WESTFORD ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Balance Sheet
March 31, 1999
(Unaudited)
Cash $ 380
TOTAL ASSETS $ 380
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES $ -
STOCKHOLDERS' EQUITY
Preferred Stock, $.0001 par value, 20 million
shares authorized, zero issued and outstanding -
Common Stock, $.0001 par value, 100 million
shares authorized 5,000,000 issued and
outstanding 500
Capital in excess of par 75
Accumulated deficit during
developmental stage (195)
Total Stockholders' Equity 380
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 380
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Westford Acquisition Corporation (a development stage
company)(the "Company") was incorporated in Delaware on
June 2, 1998 to serve as a vehicle to effect a merger,
exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private
business. As of March 31, 1999 the Company had not yet
commenced any formal business operations, and all
activity to date relates to the Company's formation and
proposed fund raising. The Company's fiscal year end is
December 31.
The Company's ability to commence operations is
contingent upon its ability to identify a prospective
target business and raise the capital it will require
through the issuance of equity securities, debt
securities, bank borrowings or a combination thereof.
The unaudited financial statements and notes are
presented as permitted by Form 10-QSB. Accordingly,
certain information and footnote disclosures normally
included in financial statements prepared in accordance
with generally accepted accounting principles may have
been omitted.
B. Use of Estimates
The preparation of the financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions
that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from
those estimates.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of
preferred stock at $.000l par value, with such
designations, voting and other rights and preferences as
may be determined from time to time by the Board of
Directors.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of
common stock at $.000l par value. The Company issued
4,250,000 and 750,000 shares to Pierce Mill Associates,
Inc. and Cassidy & Associates, respectively.
NOTE 3 - RELATED PARTIES
Legal counsel to the Company is a firm owned by a
director of the Company who also owns 100% of the
outstanding stock of Pierce Mill Associates, Inc. The
same party is also the controlling owner of Cassidy &
Associates.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company has registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange Act
of 1934 (the "Exchange Act") and Rule 12(g) thereof. The Company
files with the Securities and Exchange Commission periodic and
episodic reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form 10-KSB. As
a reporting company under the Exchange Act, the Company may register
additional securities on Form S-8 (provided that it is then in
compliance with the reporting requirements of the Exchange Act) and
on Form S-3 (provided that is has during the prior 12 month period
timely filed all reports required under the Exchange Act), and its
class of common stock registered under the Exchange Act may be
traded in the United States securities markets provided that the
Company is then in compliance with applicable laws, rules and
regulations, including compliance with its reporting requirements
under the Exchange Act.
The Company was formed to engage in a merger with or
acquisition of an unidentified foreign or domestic private company
which desires to become a reporting ("public") company whose
securities are qualified for trading in the United States secondary
market. The Company meets the definition of a "blank check" company
contained in Section (7)(b)(3) of the Securities Act of 1933, as
amended.
Management believes that there are perceived benefits to being
a reporting company with a class of publicly-traded securities which
may be attractive to foreign and domestic private companies.
These benefits are commonly thought to include (1) the ability
to use registered securities to make acquisition of assets or
businesses; (2) increased visibility in the financial community; (3)
the facilitation of borrowing from financial institutions; (4)
improved trading efficiency; (5) shareholder liquidity; (6) greater
ease in subsequently raising capital; (7) compensation of key
employees through options for stock for which there is a public
market; (8) enhanced corporate image; and, (9) a presence in the
United States capital market.
A private company which may be interested in a business
combination with the Company may include (1) a company for which a
primary purpose of becoming public is the use of its securities for
the acquisition of assets or businesses; (2) a company which is
unable to find an underwriter of its securities or is unable to find
an underwriter of securities on terms acceptable to it; (3) a
company which wishes to become public with less dilution of its
common stock than would occur normally upon an underwriting; (4) a
company which believes that it will be able obtain investment
capital on more favorable terms after it has become public; (5) a
foreign company which may wish an initial entry into the United
States securities market; (6) a special situation company, such as a
company seeking a public market to satisfy redemption requirements
under a qualified Employee Stock Option Plan; and, (7) a company
seeking one or more of the other benefits believed to attach to a
public company.
Management is actively engaged in seeking a qualified private
company as a candidate for a business combination. The Company is
authorized to enter into a definitive agreement with a wide variety
of private businesses without limitation as to their industry or
revenues. It is not possible at this time to predict with which
private company, if any, the Company will enter into a definitive
agreement or what will be the industry, operating history, revenues,
future prospects or other characteristics of that company.
As of March 31, 1999, management had not made any final
decision concerning or entered into any agreements for a business
combination. See "SUBSEQUENT EVENTS" below. When any such
agreement is reached or other material fact occurs, the Company will
file notice of such agreement or fact with the Securities and
Exchange Commission on Form 8-K. Persons reading this Form 10-QSB
are advised to see if the Company has subsequently filed a Form 8-K.
The current shareholders of the Company have agreed not to
sell or otherwise transfer any of their common stock of the Company
except in connection with a business combination.
The Company does not intend to trade its securities in the
secondary market until completion of a business combination. It is
anticipated that immediately following such occurrence the Company
will cause its common stock to be listed or admitted to quotation on
the NASD OTC Bulletin Board or, if it then meets the financial and
other requirements thereof, on the Nasdaq SmallCap Market, National
Market System or regional or national exchange.
SUBSEQUENT EVENTS
On April 14 and 15, 1999, the Company entered into a stock
exchange agreement with Baja Food Concepts, Inc. and a merger
agreement South Beach Concepts, Inc., respectively, (the
"Transactions"). The Company anticipates that the Certificate of
Merger with South Beach Concepts, Inc. will be filed with the State
of Delaware and the Articles of Merger will be filed with the State
of Florida on or about May 14, 1999. Pursuant to the Transactions,
the Company will issue 4,300,000 of its shares of common stock in
exchange for all of the outstanding stock of Baja Food Concepts,
Inc. and the Company will exchange on a one-for-one basis 10,617,650
shares of its common stock, subject to adjustment for fractional
shares and dissenting shareholders, for all the outstanding shares
of South Beach Concepts, Inc. The Company will redeem and retire
4,250,000 shares of common stock held by Pierce Mill Associates,
Inc. and 400,000 shares of common stock held by Cassidy &
Associates. In addition, James M. Cassidy, the director, President
and the beneficial shareholder of the Company will resign as an
officer and director of the Company. Pursuant to the Transactions,
new management will be appointed. Upon filing the Certificate of
Merger with the State of Delaware, the Company will change its name
to South Beach Concepts, Inc.
Baja Food Concepts operates and intends to franchise a
fast-food theme restaurant known as Cisco & Pancho. South Beach
Concepts, Inc., through its wholly-owned operating subsidiaries,
operates and franchises Pizza World, a theme pizza carry-out or
eat-in restaurant and South Beach Cafe, a theme deli-style menu
eat-in restaurant.
COMPUTER SYSTEMS REDESIGNED FOR YEAR 2000
Many existing computer programs use only two digits to
identify a year in such program's date field. These programs were
designed and developed without consideration of the impact of the
change in century for which four digits will be required to
accurately report the date. If not corrected, many computer
applications could fail or create erroneous results by or following
the year 2000 ("Year 2000 Problem"). Many of the computer programs
containing such date language problems have not been corrected by
the companies or governments operating such programs. The Company
does not have operations and does not maintain computer systems.
However, it is impossible to predict what computer programs will be
effected, the impact any such computer disruption will have on other
industries or commerce or the severity or duration of a computer
disruption.
Before the Company enters into any business combination, it
will inquire as to the status of any target company's Year 2000
Problem, the steps such target company has taken to correct any such
problem and the probable impact on such target company of any
computer disruption. However, there can be no assurance that the
Company will not merge with a target company that has an uncorrected
Year 2000 Problem or that any such Year 2000 Problem corrections are
sufficient. The extent of the Year 2000 Problem of a target
company may be impossible to ascertain and its impact on the Company
is impossible to predict.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings against the Company and the
Company is unaware of such proceedings contemplated against it.
ITEM 2. CHANGES IN SECURITIES
Upon effectiveness of the Transactions described under
"Subsequent Events", , the Company intends to issue 4,300,000 of its
shares of common stock in exchange for all of the outstanding stock
of Baja Food Concepts, Inc. and to exchange, on a one-for-one
basis, 10,617,650 shares of its common stock, subject to adjustment
for fractional shares and dissenting shareholders, for all the
outstanding shares of South Beach Concepts, Inc. The Company will
redeem and retire 4,250,000 shares of common stock held by Pierce
Mill Associates, Inc. and 400,000 shares of common stock held by
Cassidy & Associates.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Board of Directors of the Company submitted to the
shareholders for vote thereon the Agreement and Plan of
Reorganization and the Agreement and Plan of Merger to effect the
Transactions. The shareholders voted unanimously to approve both
the agreements. The agreements will be filed by the Company as
Exhibits to its Form 8-K to be filed upon effectiveness of the
Transactions.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 4
-- Certificate of Incorporation filed as an exhibit to
the Company's registration statement on Form 10-SB (File
No. 0-24839) filed on August 27, 1998 which is
incorporated herein by reference.
-- By-Laws filed as an exhibit to the Company's
registration statement on Form 10-SB (File No. 0-24839)
filed on August 27, 1998 which is incorporated herein by
reference.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during
the quarter ended March 31, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
WESTFORD ACQUISITION CORPORATION
By: /s/ James M. Cassidy
James M. Cassidy, President
Dated: May 11, 1999
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