<PAGE>
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
JUNE 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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)
202/387-5400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Indicated 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 or each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at June 30, 1999
Common Stock, par value $0.0001 4,650,000
<PAGE>
PART I
Item 1. FINANCIAL STATEMENTS
ATTACHED
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
--------
Baja Food Concepts, Inc., the Company's only subsidiary at June 30,
1999 is an existing company with one operating themed fast food
restaurant, "Cisco & Pancho", located in Sarasota, Florida. Cisco &
Pancho specializes in gourmet burritos, tacos, empanadas served with
homemade salsas. The store colors and design have Mexican accents.
During peak hours, a Cisco & Pancho restaurant requires approximately
three to five employees. The Cisco & Pancho restaurant opened in
February 1999 and has not yet had significant operations.
Management anticipates that it will open additional Cisco & Pancho
restaurants and will begin franchise development of Cisco & Pancho in
1999.
Management of Baja Food are also officers, directors and shareholders
of South Beach Concepts, Inc. a theme-based fast food restaurant and
franchise company. Westford Acquisition has entered into a letter of
intent with South Beach Concepts, Inc. to merge Westford Acquisition
into South Beach Concepts. There is no assurance that such merger
will occur.
Results of Operations
---------------------
Six Months Ended June 30, 1999 Compared to Six Months Ended
June 30, 1998
Due to incorporating on June 2, 1998 and the nature of the Company, no
revenues had been received for the six months ended June 30, 1998.
Although an acquisition was made during the six months ended June 30,
1999, no revenues have been recorded to date. The primary reason for
this is the fact that the Company continues as a development stage
company.
As such, the Company had minimal expenses during the six-month periods
ended June 30, 1999 and 1998.
Liquidity and Capital Resources
-------------------------------
As of June 30, 1999 the Company's current liabilities exceeded its
current assets by $57,249.
As of June 30, 1999 the Company had no material commitments for
capital expenditures.
2
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Item 3. DESCRIPTION OF PROPERTIES
The Company currently maintains it principal offices in Sarasota,
Florida. The company is currently paying no rent. Upon commencement
of operations, an agreed upon lease will be entered.
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
Pursuant to an Agreement and Plan of Reorganization (the "Exchange
Agreement") dated April 14, 1999 between Baja Food Concepts, Inc.
("Baja Food"), a Florida corporation, its shareholders, and Westford
Acquisition Corporation (the "Company"), a Delaware corporation all
the outstanding shares of common stock of Baja Food were exchanged for
shares of common stock of the Company.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Exchange Agreement was adopted by the unanimous consent of the
Board of Directors of the Company and approved by the unanimous
consent of the shareholders of the Company on April 14, 1999. The
Exchange Agreement was adopted by the unanimous consent of the Board
of Directors of Baja Food and by the written unanimous consent of the
shareholders of Baja Food on April 14, 1999.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
-- 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
3
<PAGE>
Form 8-K was filed on May 23, 1999 reporting acquisition of Baja Food
Concepts, Inc. during the quarter ended June 30, 1999.
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/ Thomas N. Burnham
------------------------------
Thomas N. Burnham, President
Dated: August 19, 1999
4
<PAGE>
- -------------------------------------------------------------------------------
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS
June 30, December 31,
1999 1998
(Unaudited) (Audited)
-------------- --------------
<S> <C> <C>
Current Assets:
Cash $ 971 $ 416
-------------- --------------
Total Current Assets 971 416
-------------- --------------
Property and Equipment:
Office Equipment 4,253 0
Software / Computer Equipment 1,000 0
Less: Accumulated Depreciation 0 0
-------------- --------------
Total Property and Equipment 5,253 0
-------------- --------------
Investments and Other Assets:
Deferred Syndication Costs 30,000 0
Goodwill 22,760 0
-------------- --------------
Total Investments & Other Assets 52,760 0
============== ==============
Total Assets $ 58,984 $ 416
============== ==============
LIABILITIES AND STOCKHOLDERS EQUITY
Current Liabilities:
Notes Payable $ 58,220 $ 0
-------------- --------------
Total Current Liabilities 58,220 0
-------------- --------------
Long - Term Liabilities: 0 0
-------------- --------------
Stockholders' Equity:
Common Stock - $.0001 par value
Authorized 100,000,000 shares
Issued 4,650,000 shares 465 500
Preferred Stock - $.0001 par value
Authorized 20,000,000 shares
Issued - 0 - shares 0 0
Additional Paid In Capital 5 75
Accumulated Earnings / (Deficit) During Development Stage 294 (159)
-------------- --------------
Total Stockholder's Equity 764 416
============== ==============
Total Liabilities and Stockholders' Equity $ 58,984 $ 416
============== ==============
</TABLE>
See accompanying notes.
<PAGE>
- -------------------------------------------------------------------------------
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIODS ENDED
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1999 June 30, 1999 December 31,
1999 1998 1999 1998 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Audited)
------------ ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Net Sales $ 0 $ 0 $ 0 $ 0 $ 0
Cost Of Sales 0 0 0 0 0
------------ ----------- ----------- ----------- ----------
Gross Profit 0 0 0 0 0
------------ ----------- ----------- ----------- ----------
General and Administrative Expenses:
Bank Fees 82 12 82 12 84
Organization Fee Expense 0 0 0 0 75
------------ ----------- ----------- ----------- ----------
Total Operating Expenses 82 12 82 12 159
------------ ----------- ----------- ----------- ----------
============ =========== =========== =========== ==========
Net Earnings $ (82) $ (12) $ (82) $ (12) $ (159)
============ =========== =========== =========== ==========
Net Earnings / (Loss) Per Share:
Net Earnings / (Loss) $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
Weighted Average Number of Common Shares Outstanding 4,650,000 833,333 4,650,000 833,333 2,916,667
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Earnings/(Deficit)
Additional Accumulated
June 2, 1998 (Date of Inception) Preferred Common Paid In Treasury During Devel-
To June 30, 1999 Stock Stock Capital Stock opment Stage
- ------------------------------- ------------- ------------- -------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
June 2, 1998 $ 0 $ 0 $ 0 $ 0 $ 0
Issuance of Common Stock 0 500 75 0 0
Net Loss - 1998 (159)
------------- ------------- -------------- ------------- ----------------
Total Stockholders' Equity
As of December 31, 1998 0 500 75 0 (159)
Acquisition of Treasury Stock at No 0 0 (70) (465) 535
Retirement of Common Stock 0 (465) 0 465 0
Issuance of Common Stock During
Acquisition of Baja Food Concepts 0 430 0 0 0
Net Loss - 1999 0 0 0 0 (82)
------------- ------------- -------------- ------------- ----------------
Total Stockholders' Equity
As Of June 30, 1999 $ 0 $ 465 $ 5 $ 0 $ 294
============= ============= ============== ============= ================
<CAPTION>
Total
June 2, 1998 (Date of Inception) Stockholders'
To June 30, 1999 Equity
- ------------------------------- ---------------
<S> <C>
June 2, 1998 $ 0
Issuance of Common Stock 575
Net Loss - 1998 (159)
---------------
Total Stockholders' Equity
As of December 31, 1998 416
Acquisition of Treasury Stock at No 0
Retirement of Common Stock 0
Issuance of Common Stock During
Acquisition of Baja Food Concepts 430
Net Loss - 1999 (82)
---------------
Total Stockholders' Equity
As Of June 30, 1999 $ 764
===============
</TABLE>
See accompanying notes.
<PAGE>
- --------------------------------------------------------------------------------
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIODS ENDED
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
(Unaudited) (Audited)
--------------- ---------------
<S> <C> <C>
Cash Flow from Operating Activities:
Net Income / (Loss) $ (82) $ (159)
Adjustments To Reconcile Net Income / (Loss) To Net
Cash (Used) / Provided in Operating Activities: 0 0
--------------- ---------------
Total Adjustments 0 0
--------------- ---------------
Net Cash (Used) / Provided by Operating Activities (82) (159)
Cash Flow From Investing Activities:
Cash Received During Acquisition 637 0
--------------- ---------------
Net Cash Provided by Investing Activities 637 0
Cash Flow From Financing Activities:
Proceeds From Issuance of Common Stock 0 575
--------------- ---------------
Net Cash Provided by Financing Activities 0 575
--------------- ---------------
Net Increase / (Decrease) in Cash 555 416
Cash at the Beginning of the Period 416 0
--------------- ---------------
Cash at the End of the Period $ 971 $ 416
=============== ===============
</TABLE>
Supplemental Schedule on Non-cash Investing Activities:
<TABLE>
<S> <C>
Fair Value of Assets Acquired $ 58,650
Fair Value of Capital Stock Issued 430
Liabilities Assumed $ 58,220
</TABLE>
See accompanying notes.
<PAGE>
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
Notes To the Consolidated Financial Statements
June 30,1999
Note 1 - Basis of Presentation:
---------------------
The accompanying unaudited financial statements have been prepared by
Westford Acquisition Corporation (the "Company") in accordance with
generally accepted accounting principles for interim financial
statements and with the instructions to Form 10-QSB and Item 310 of
Regulation S-B. Accordingly, they do not include all of the information
and disclosures required by generally accepted accounting principles
for complete financial statements. In the opinion of the Company's
management, all adjustments (consisting of normal recurring accruals)
necessary for a fair presentation have been included. Results of
operations for the six-month period ended June 30, 1999 are not
necessarily indicative of future financial results. For further
information, refer to the financial statements and footnotes thereto
for the fiscal year ended December 31, 1998, included with the
Company's Form 10-KSB, as filed with the Securities and Exchange
Commission.
A) Consolidation
At June 30, 1999, the Company has a wholly - owned subsidiary, Baja
Food Concepts, Inc. (Baja).
The consolidated financial statements include the accounts of the
Company and its subsidiary. All significant inter-company transactions
and balances have been eliminated in consolidation.
B) Property and Equipment
Property and equipment are carried at cost less accumulated
depreciation. Depreciation is calculated by using the straight-line
method for financial reporting and accelerated methods for income tax
purposes. The reclassifications for these assets are as follows:
Years
-----
Office Equipment 7
Software / Computer Equipment 3
Expenditures for maintenance and repairs are charged against income as
incurred whereas major improvements are capitalized.
Due to the recent acquisition, no depreciation has been taken to date.
C) Amortization
Goodwill, which represents the excess of the cost of Baja over the fair
value of their net assets at the date of acquisition, is being
amortized using the straight-line method over a period of fifteen (15)
years. Due to the recent acquisition, no amortization expense has been
taken to date.
D) Net Earnings Per Common Share
Net earnings per common share are shown as both basic and diluted.
Basic earnings per common share are computed by dividing net earnings
less any preferred stock dividends (if applicable) by the weighted
average number of shares of common stock outstanding. Diluted earnings
per common share are computed by dividing net income less any preferred
stock dividends (if applicable) by the weighted average number of
shares of common stock outstanding plus any dilutive common stock
equivalents.
<PAGE>
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
Notes To the Consolidated Financial Statements
June 30, 1999
Note 1 - Basis of Presentation (continued):
---------------------
E) Accounting Pronouncements
The Company has adopted the provisions of the AICPA's Statement of
Position (SOP) No. 98-5 "Reporting on the Costs of Start-Up
Activities", which requires that all costs related to a companies
start-up activities should now be expensed during the period incurred
rather than capitalized and amortized over a period of time. As a
result, all start-up costs have been expensed in the current period.
Note 2 - Business Combinations:
---------------------
On April 14, 1999, the Company acquired Baja Food Concepts, Inc. (Baja)
in a business combination accounted for as a purchase. Baja is
primarily engaged in the restaurant business featuring "Baja" style
burritos, tacos, and empanadas, all of which are served with freshly
made gourmet salsas. The results of operations of Baja are included in
the accompanying financial statements since the date of acquisition.
The total cost of the acquisition was $22,760, which exceeded the fair
value of the net assets of Baja by $22,760. The excess will be
amortized using the straight-line method over a period of fifteen (15)
years.
During this combination, one hundred percent (100%) of the voting
shares on common stock in Baja (12,200,000) were acquired in exchange
for 4,300,000 shares of the Company's voting common stock. (See Note 3)
Note 3 - Stockholders' Equity:
--------------------
A. Preferred Stock
The Company is authorized to issued 20,000,000 shares of preferred
stock at $.0001 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 $.0001 par value. At December 31, 1998, the Company had issued
5,000,000 shares.
On April 14, 1999, the Company recalled 4,650,000 shares of common
stock (treasury stock) at no cost and proceeded to immediately retire
them.
On April 14, 1999, as part of the acquisition of Baja, the Company
issued 4,300,000 shares of its common stock to the shareholders of
Baja.
<PAGE>
WESTFORD ACQUISITION CORPORATION & SUBSIDIARY
Notes To the Consolidated Financial Statements
June 30, 1999
Note 4 - Related Party Transactions:
--------------------------
During 1998, T. Burnham, president of Baja, advanced Baja $15,100.
During March 1999, prior to the acquisition, Baja converted $10,000 of
this advance into 10,000,000 shares of common stock of Baja, which,
through the acquisition agreement was exchanged for the Company's
common stock. At June 30, 1999, a balance of $5,100 remains and is
considered payable upon demand.
During the first quarter of 1999, prior to the acquisition, Texas
Investment Group (a shareholder in Baja) advanced Baja $53,120. At June
30, 1999 no amount has been repaid and the balance is considered
payable upon demand.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 971
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 971
<PP&E> 5,253
<DEPRECIATION> 0
<TOTAL-ASSETS> 58,984
<CURRENT-LIABILITIES> 58,220
<BONDS> 0
0
0
<COMMON> 465
<OTHER-SE> 299
<TOTAL-LIABILITY-AND-EQUITY> 58,984
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 82
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (82)
<INCOME-TAX> 0
<INCOME-CONTINUING> (82)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (82)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
