UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 10-K





(Mark One)




x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the fiscal year ended December 31, 2008




o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from _______ to _______




Commission file number: 000-33153


Rockwall Holdings, Inc.





(Name of small business issuer in its charter)




Nevada

52-2220728(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)




1600 E. 33rd Street, Unit A


Long Beach, CA 90807


_______________________________




(Address of principal executive offices)




Issuer's telephone number: (562) 989-6080




Securities registered under Section 12(b) of the Exchange Act:




Title of each class

Name of each exchange on which RegisteredNone

not applicable(Title of each class)





Securities registered under Section 12(g) of the Exchange Act:





Common Stock, par value $0.01 per share





(Title of class)




1




Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o




Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 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.  Yes x No o




Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large-accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o No x




The registrant’s revenues for its most recent fiscal year were $3,287,123 which was for the fiscal year ended December 31, 2008.




State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within the past 60 days.  The aggregate market value of the common equity held by non-affiliates computed at the closing price of the registrant's common stock on December 31, 2008 is approximately $6,600,570




As of December 31, 2008, 25,478,822 shares of common stock are issued and outstanding.  As of March 31, 2009, 25,478,822 shares of our common stock are issued and outstanding.




DOCUMENTS INCORPORATED BY REFERENCE




If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 ("Securities Act"). Not Applicable.




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION




Certain statements in this annual report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements.  These factors include, but are not limited to, our ability to implement our business plan, our ability to raise sufficient capital as needed, the market acceptance of our Wellness products, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control.  You should consider the areas of risk described in connection with any forward-looking statements that may be made herein.  Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this annual report in its entirety, including the risks described in "Risk Factors."  Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.  These forward-looking statements speak only as of the date of this annual report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.




2




When used in this annual report, the terms "Westmoore Holdings", the "Company", “we", "our" and "us" refers to Westmoore Holdings, Inc., a Nevada corporation, and our subsidiaries.  The information which appears on our web site is not part of this annual report.




PART I




ITEM 1. DESCRIPTION OF BUSINESS.




In January, 2008 a change in control was effected and the name of StarMed Group, Inc. was changed to Westmoore Holdings, Inc.  The sole officer and director resigned at that time. Over the past year, the Company, through its wholly owned subsidiaries has acquired the assets of Bear Industrial Holdings, Inc., and all the stock of Hanalei Bay Restaurant Group, Inc., in an effort to increase the worth of the company.  This year management has strived to look for synergistic investment opportunities to grow the business of the Company.




Employees




As of December 31, 2008 we had sixteen employees; one is an employee of Westmoore Holdings and fifteen are employees of our subsidiaries.




Our History




We were incorporated in Nevada on August 13, 1981, under the name Port Star Industries, Inc.  We were organized to succeed to the properties, rights and obligations of Port Star Industries, Inc., a publicly-held North Carolina corporation formed on November 3, 1961 under the name of Riverside Homes, Inc. ("Port Star North Carolina").




At the time of our formation, Port Star North Carolina had no assets, liabilities or operations.  In order to change the domicile of Port Star North Carolina to Nevada:




· Port Star North Carolina caused our formation under the laws of Nevada, with an authorized capitalization that "mirrored" the authorized capitalization of Port Star North Carolina, and issued to each stockholder of Port Star North Carolina a number of shares of our common stock equal to such stockholder's share ownership of Port Star North Carolina.




· Port Star North Carolina conducted no operations subsequent to the reincorporation and was administratively dissolved in 1988.






3




· We remained inactive until March 20, 1984, when our stockholders voted to acquire Energy Dynamics, Inc., and changed our name to Energy Dynamics, Inc.  However, on March 20, 1985, the acquisition was rescinded due to non-performance by Energy Dynamics.  At this time, we changed our name to Heathercliff Group Inc. and from 1984 to 1985, engaged in real estate development.  Real estate operations ceased in 1985, and, in 1985, Nevada revoked our charter for failing to file required reports.




· On January 10, 2000, we revived our Nevada charter and, in connection therewith, we changed our name to StarMed Group, Inc.  At the time of the revival of our charter, we had no assets or liabilities.  Mr. Herman Rappaport was our majority stockholder either directly or through his family trust.




· On July 27, 2001, we acquired Sierra Medicinals, Inc., an Arizona corporation incorporated in March 2000, in a share exchange whereby we issued a total of 469,792 shares of common stock for all of the issued and outstanding shares of Sierra Medicinals, Inc.  Mr. Herman Rappaport, either directly or through his family trust, was a majority stockholder of Sierra Medicinals, Inc.




· On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc.  The Company also changed its ticker symbol from SMED.OB to WSMO.OB.




· In addition, effective January 17, 2008, we terminated all existing business operations and the President of StarMed Group, Inc. resigned and terminated his employment agreement and all of his rights under the agreement.




· In May 2008, the Company’s wholly owned subsidiary Bear Industrial Holdings, Inc. purchased the assets and liabilities of Bear Industrial Manufacturing & Supply, Inc.  Presently, the Company’s primary operational activity is through its subsidiary Bear Industrial Holdings, Inc.




· In July, 2008 we issued 11,625,035 shares of common stock for 100% of the issued and outstanding shares of Hanalei Bay Restaurant Group.




We have cash of $175,570 as at December 31, 2008 and have liabilities of $838,035 of which all is current.  Since our inception we have incurred accumulated losses of $8,376,754.  We anticipate minimum operating expenses for the next twelve months of $1,663,000.  Management believes that both the net income and cash flow from Bear Industrial Holdings, Inc. will be sufficient to cover the operating expenses of the Company.





We currently have 2 offices that devote 80% amount of time to our business.





We will have to raise money to meet our obligations during the next twelve months in the amount of approximately $250,000.





The Company’s common shares trade on the OTC Bulletin Board (the “OTCBB”).





The Company is responsible for filing various forms with the United States Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form 10-Q.








4


Planned Business





The following discussion should be read in conjunction with the information contained in the financial statements of the Company and the notes, which form an integral part of the financial statements, which are attached hereto.





The financial statements mentioned above have been prepared in conformity with accounting principles generally accepted in the United States of America and are stated in United States dollars.





ITEM 1A.RISK FACTORS




RISK FACTORS OF THE COMPANY




An investment in our common stock involves a significant degree of risk.  You should not invest in our common stock unless you can afford to lose your entire investment.  You should consider carefully the following risk factors and other information in this annual report before deciding to invest in our common stock.




WE HAVE A HISTORY OF LOSSES AND AN ACCUMULATED DEFICIT. WE ANTICIPATE CONTINUING LOSSES MAY RESULT IN SIGNIFICANT LIQUIDITY AND CASH FLOW PROBLEMS.




As of December 31, 2008 we had limited operations and there is no assurance that these operations will eventually produce a positive cash flow.  During the third quarter of 2008 we acquired substantially all of the assets of Bear Industrial & Manufacturing, Inc.  Bear Industrial Holdings, Inc. has only generated limited profit through its operations.  As a result, our continued existence is dependent upon, among other things, our ability to raise capital and to identify profitable acquisition opportunities.  Depending on our ongoing evaluation of cash needs, we may need to raise additional debt or equity capital within the next months to provide funding for ongoing and future operations.  No assurances can be given that we will be successful in obtaining additional capital, or that such capital will be available on terms acceptable to us.  If we are not able to significantly increase our revenues during fiscal 2008 to a level which funds our ongoing operations, or to continue to raise working capital as needed, we may be unable to continue to implement our business model or operate our company as presently planned.  Any liquidity or cash flow problems which could arise in those events would force us to curtail some or all of our operations.




WE ARE TRANSITIONING OUR BUSINESS MODEL AND HAVE A LIMITED OPERATING HISTORY UPON WHICH YOU CAN EVALUATE OUR COMPANY.




Although our company has existed since December 1962, in January, 2008 a change in control was effected and a new management team was installed.  We are currently assessing our future business plans.  We are still relatively early in our development and we face substantial risks, uncertainties, expenses and difficulties.  To address these risks and uncertainties, we must do the following:




·
Expand into new areas;




·
Establish and enhance our name recognition;




·
Continue to expand our products to meet the changing requirements of our customers;




·
Provide superior customer service;




5




·
Respond to competitive developments; attract, integrate, retain and motivate qualified personnel.




We may be unable to accomplish one or more of these goals, which could cause our business to suffer.  In addition, accomplishing one or more of these goals might be very expensive, which could harm our financial results.




WE WILL NEED ADDITIONAL FINANCING WHICH WE MAY NOT BE ABLE TO OBTAIN ON ACCEPTABLE TERMS. IF WE ARE UNABLE TO RAISE ADDITIONAL CAPITAL AS NEEDED, OUR CONTINUED OPERATIONS WILL BE ADVERSELY AFFECTED AND THE FUTURE GROWTH OF OUR BUSINESS AND OPERATIONS WILL BE SEVERELY LIMITED.




Historically, our operations have been financed primarily through the issuance of equity and debt.  Because we have a history of losses and have never generated sufficient revenue to fund our ongoing operations, we are dependent on our continued ability to raise working capital through the issuance of equity or debt to fund our present operations.  Because we do not know if our revenues will grow at a pace sufficient to fund our current operations, the continuation of our operations and any future growth will depend upon our ability to raise additional capital, possibly through the issuance of long-term or short-term indebtedness or the issuance of our equity securities in private or public transactions.  The actual amount of our future capital requirements, however, depends on a number of factors, including our ability to grow our revenues and manage our business.




If we raise additional capital through the issuance of debt, this will result in increased interest expense. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing stockholders will be reduced and those stockholders may experience significant dilution. In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock. There can be no assurance that acceptable financing can be obtained on suitable terms, if at all.  If we are unable to raise additional working capital as needed, our ability to continue our current business will be adversely affected and we may be forced to curtail some or all of our operations.




IF WE DO NOT MANAGE OUR GROWTH EFFECTIVELY, OUR FINANCIAL PERFORMANCE COULD BE HARMED.




Our growth is expected to place certain pressures on our management, administrative, operational and financial infrastructure. As we continue to grow our business, such growth could require capital, systems development and human resources beyond current capacities. The increase in the size of our operations may make it more difficult for us to ensure that we execute our present businesses and future strategies. The failure to manage our growth effectively could have a material adverse effect on our financial condition and results of operations.








6




OUR MANAGEMENT GROUP OWNS OR CONTROLS A SIGNIFICANT NUMBER OF THE OUTSTANDING SHARES OF OUR COMMON STOCK AND WILL CONTINUE TO HAVE SIGNIFICANT OWNERSHIP OF OUR VOTING SECURITIES FOR THE FORESEEABLE FUTURE.




Our management currently beneficially owns or controls approximately 70% of our issued and outstanding shares of common stock.  As a result, these persons will have the ability, acting as a group, to effectively control our affairs and business, including the election of directors and subject to certain limitations, approval or preclusion of fundamental corporate transactions.  This concentration of ownership of our common stock may:




·
delay or prevent a change in the control;




·
impede a merger, consolidation, takeover, or other transaction involving our company; or




·
discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.




WE ARE DEPENDENT UPON THE CONTINUED SERVICES OF OUR CHIEF EXECUTIVE OFFICER AND OTHER SENIOR MANAGEMENT. IF WE WERE TO LOSE THE SERVICES OF ONE OR MORE OF THESE INDIVIDUALS OUR ABILITY TO IMPLEMENT OUR BUSINESS MODEL WOULD BE ADVERSELY AFFECTED.




The operations and future success of our company is dependent upon the continued efforts and services of Mr. Mathew Jennings, our President, as well as other members of our management. While we are a party to an employment agreement with the President of the Company, if for any reason he should be unable to continue to be primarily responsible for our day to day business operations, our ability to effectively implement our business model would be materially adversely effected. We cannot assure you that we would be able to replace The President of the Company’s services in a timely fashion, if at all. We would then be unable to continue our operations as presently conducted nor would we be able to effectively implement our business model.




WE HAVE NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.




Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors' independence, audit committee oversight, and the adoption of a code of ethics. Although we have adopted a Code of Business Conduct and Ethics, we have not yet adopted any of these other corporate governance measures and, since our securities are not yet listed on a national securities exchange or NASDAQ, we are not required to do so. We have not adopted corporate governance measures such as an audit or other independent committees of our board of directors as we presently have four independent directors. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided.  Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.










7




PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS MAY DELAY OR PREVENT A TAKEOVER WHICH MAY NOT BE IN THE BEST INTERESTS OF OUR STOCKHOLDERS.




Provisions of our certificate of incorporation and bylaws may be deemed to have anti-takeover effects, which include when and by whom special meetings of our stockholders may be called, and may delay, defer or prevent a takeover attempt.  In addition, certain provisions of Nevada law also may be deemed to have certain anti-takeover effects which include that control of shares acquired in excess of certain specified thresholds will not possess any voting rights unless these voting rights are approved by a majority of a corporation's disinterested stockholders.




In addition, our articles of incorporation authorize the issuance of up to 25,000,000 shares of preferred stock with such rights and preferences as may be determined by our board of directors.  Our board of directors may, without stockholder approval, issue preferred stock with dividends, liquidation, conversion or voting rights that could adversely affect the voting power or other rights of our common stockholders.  We did issue 1 million shares of preferred stock to Mathew Jennings during the first quarter of 2008.




OUR COMMON STOCK IS CURRENTLY QUOTED ON THE OTCBB. HOWEVER, TRADING IN OUR STOCK IS LIMITED. BECAUSE OUR STOCK CURRENTLY TRADES BELOW $5.00 PER SHARE, AND IS QUOTED ON THE OTC BULLETIN BOARD, OUR STOCK IS CONSIDERED A "PENNY STOCK" WHICH CAN ADVERSELY EFFECT ITS LIQUIDITY.




The market for our common stock is extremely limited and there are no assurances an active market for our common stock will ever develop. Accordingly, purchasers of our common stock cannot be assured any liquidity in their investment. In addition, the trading price of our common stock is currently below $5.00 per share and we do not anticipate that it will be above $5.00 per share in the foreseeable future. Because the trading price of our common stock is less than $5.00 per share, our common stock is considered a "penny stock," and trading in our common stock is subject to the requirements of Rule 15g-9 under the Securities Exchange Act of 1934 (the "Securities Exchange Act"). Under this rule, broker/dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements. SEC regulations also require additional disclosure in connection with any trades involving a "penny stock," including the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and its associated risks. These requirements severely limit the liquidity of our securities in the secondary market because few broker or dealers are likely to undertake these compliance activities.




ASSUMING AN ESTABLISHED MARKET FOR OUR SECURITIES DEVELOPS, IT MAY BE PARTICULARLY VOLATILE GIVEN OUR STATUS AS A RELATIVELY UNKNOWN COMPANY WITH A LIMITED OPERATING HISTORY AND LACK OF REVENUES AND PROFITS, THIS COULD LEAD TO WIDE FLUCTUATIONS IN OUR SHARE PRICE. WE MAY HAVE ONLY A SMALL AND THINLY TRADED PUBLIC FLOAT.




The market for our common stock is highly sporadic.  Assuming an established market for our securities develops, that market may be characterized by significant price volatility when compared to seasoned issuers, and we expect that our share price will continue to be more volatile than a seasoned issuer for the indefinite future.  The volatility in our share price may be attributable to a number of factors.  First, we may have relatively few common shares outstanding in the "public float" as compared to our overall capitalization. In addition, there is currently only a limited market for our securities, and if an established market develops, the common stock may be sporadically or thinly traded.  As a consequence of this lack of liquidity, the trading of relatively small quantities of shares by our shareholders may disproportionately influence the price of those shares in either direction.  The price for our shares could, for example, decline precipitously in the event that a large number of our securities are sold on the market without commensurate demand, as compared to a seasoned issuer which could better absorb those sales without adverse impact on its share price.  Secondly, we are a speculative or "risky" investment due to our limited operating history and lack of profits to date, lack of capital to execute our business plan, and uncertainty of future market acceptance for our products.  As a consequence of this enhanced risk, more risk-adverse investors may, under the fear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quickly and at greater discounts than would be the case with the stock of a seasoned issuer.






8




The following factors may add to the volatility in the price of our securities: actual or anticipated variations in our quarterly or annual operating results:




·
acceptance of our products; announcements of changes in our operations, distribution or development programs;




·
our capital commitments; and




·
additions or departures of our key personnel.




Many of these factors are beyond our control and may decrease the market price of our securities, regardless of our operating performance. We cannot make any predictions or projections as to what the prevailing market price for our securities will be at any time, including as to whether our securities will sustain the price you may purchase our securities, or as to what effect that the sale of shares or the availability of securities for sale at any time will have on the prevailing market price.




Further, in the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may in the future be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management's attention and resources.




RISK FACTORS OF BEAR INDUSTRIAL HOLDINGS, INC.




There are certain risks relating to the structure and business objectives of Bear Industrial Holdings, Inc. (“Bear”).  The risks set forth below are not the only risks Bear faces.  There may be other risks that have not yet been identified, which we do not currently deem material or which are not yet predictable.  If any of the following risks occur, the business, financial condition and results of operations could be materially adversely affected. In such case, the net asset value and the trading price of the Company’s common stock could decline.




BEAR HAS A LIMITED OPERATING HISTORY




Bear has only reached a very limited level of revenues.  There is no assurance that Bear can successfully grow to achieve sustained levels of substantial profitability.  Among other things, some of the risks and certainties relate to Bears ability to, among other things, attract and retain qualified personnel, maintain effective controls of its costs and expenses, and raise sufficient capital to sustain its business.  If Bear is unsuccessful in addressing any of these risks and uncertainties, its future growth, as well as the Companies, would be adversely affected.




BEAR IS RELIANT ON MANAGEMENT TO IDENTIFY BUSINESS OPPORTUNITIES




Our success will depend extensively on the ability of our management to identify business opportunities to achieve our objectives.  Our performance could be materially affected in an adverse manner if any of the principal members of management were to die, become ill or disabled, or otherwise cease to be involved in the management.










9


BEAR'S OPERATING DEFICITS MAY EXCEED ITS INCOME




The expenses of the our operations could exceed its income, requiring that the difference be paid out of our working capital, thereby reducing assets and potential for profitability.




CHANGING MARKET CONDITIONS MAY EFFECT OUR SUCESS




The market for specific products or services offered by us may adversely change, thereby reducing the value of Bear.  The success of Bear’s business activities may be affected by general economic conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, and national and international political circumstances.




ITEM 1B.
UNRESOLVED STAFF COMMENTS.




Not applicable.




ITEM 2.
DESCRIPTION OF PROPERTY.




As of February 15, 2009, we moved our corporate offices to 339 North Highway 101, Solana Beach, CA 92075.  We have a month-to-month lease for this property with a non-affiliated party.  We believe that such space is currently sufficient to meet our needs.




ITEM 3.
LEGAL PROCEEDINGS.




We received communications from a third party and from certain shareholders suggesting that a former member of the Company's board of directors and formerly its sole officer may have inadvertently taken certain actions, prior to the change in control in January, 2008, which create legal exposure for that former member of the board and perhaps indirectly the Company itself.  The Company has submitted a claim to its Directors and Officers Liability Insurance carrier.




In 2009, the SEC has provided notice that it is conducting a formal investigation of Westmoore Securities, Inc.  Although WSMO is not a named party to such investigation, Mr. Matthew Jennings and Mr. Robert Jennings, who did serve as officers and directors of WSMO, also serve as officers and directors of Westmoore Securities, Inc.





In 2010, the Company has been named in other cases which involve Westmoore Management and Westmoore Securities.  However, management believes these cases will be dismissed without significant cost to the Company.




ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.




Not applicable.






10





PART II




ITEM 5.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.




As of January 2008, the trading symbol was changed to WSMO.OB.  Thus, our common stock is quoted on the OTCBB under the symbol WSMO.OB. The reported high and low sales prices for the common stock as reported on the OTCBB are shown below for the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.




High


LowFiscal 2007January 1, 2007 through March 31, 2007

$
2.75


$
0.85March 1, 2007 through June 30, 2007

$
4.00


$
0.80June 30, 2007 through September 30, 2007

$
7.00


$
0.10October 1, 2007 through December 31, 2007

$
2.40


$
0.85Fiscal 2008January 1, 2008 through March 31, 2008

$
2.25


$
0.65March 1, 2008 through June 30, 2008

$
1.20


$
0.35June 30, 2008 through September 30, 2008


$
1.75


$
0.55October 1, 2008 through December 31, 2008

$
1.15


$
0.25




On October 17, 2008 the Company increased the Company’s authorized Common Stock to 100,000,000 shares and 25,000,000 shares of Preferred Stock.  1,000,000 shares of the Preferred Stock have been designated as the Series A Preferred Stock.




On December 31, 2008, the last sale price of our common stock as reported on the OTCBB was $0.90. As of December 31, 2008, there were approximately 1,042 record owners of our common stock.




Dividend Policy




We have never paid cash dividends on our common stock. We currently expect to retain future earnings, if any, to finance the growth and development of our business. Under Nevada law, we are prohibited from paying dividends if the distribution would result in our company not being able to pay its debts as they become due in the usual course of business or if our total assets would be less than the sum of our total liabilities plus the amount that would be needed, were we to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.




Recent Capital Raising Transactions




On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc.  The Company also changed its ticker symbol from SMED.OB to WSMO.OB.






11




During the first quarter of 2008, we initiated a private offering, within the meaning of Regulation D of the Securities Act, where we offered units at a price of $1.00 per unit, which was comprised of one share of stock and one warrant to purchase stock exercisable at $2.50 per share.  The private offering was made only to accredited investors within the meaning of Regulation D of the Securities Act of 1933 under Rule 506 of Regulation D.  We raised $3,813,000 from twenty eight (28) accredited investors.  As of April 1, 2008 we have closed the raise and are no longer raising money pursuant to this private offering.




During the second quarter of 2008, we initiated another private offering, within the meaning of Regulation D of the Securities Act, of up to 2,000,000 units at $.80 per unit, which comprise of one share of stock and one warrant to purchase company stock exercisable at $2.50 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of December 31,, 2008, we have raised $5,206,600 from fifteen (15) accredited investors.  The proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.




Additionally during the second quarter, the Companies wholly owned subsidiary Bear Industrial Holdings, Inc., a California corporation, entered into an Asset Purchase Agreement with Bear Industrial Supply & Manufacturing, Inc.  The Asset Purchase Agreement provides for the acquisition of substantially all of the assets of Bear Industrial Supply & Manufacturing, Inc. for a purchase price of $2.25 million dollars payable as follows: (i) $974,810 in cash; (ii) the issuance of $1,275,190 million in stock, calculated at the closing bid price on the date of the Agreement and (iii) Two million five year options to acquire shares of the Company’s common stock exercisable at $1.25 per share.  Certain officers and directors of the Company are also shareholders of Bear Industrial Supply & Manufacturing, Inc.  In order to address this conflict of interest the Company took the following steps: (i) it secured an independent valuation of Bear expressing an opinion of $2.21 million in value; (ii) all interested directors and officers abstained from any decision or voting in connection with the execution of the Agreement and (iii) the Agreement was unanimously approved by all disinterested directors.




The assets and liabilities that were retained by the prior owners of the Company plus the commission paid out to brokers netted to $217,500.




During July, 2008 we completed the acquisition of 100% of the shares of common stock of Hanalai Bay Restaurant Group, Inc. with the issuance of 11,625,035 shares of common stock.




During the fourth quarter of 2008, we sold 150,000 units to one accredited investor. The proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.  As of December 1, 2008, we closed the previous raise and initiated another private offering, within the meaning of Regulation D of the Securities Act, of up to 5,000,000 units at $0.80 per unit, which comprise of one share of stock and one warrant to purchase company stock exercisable at $0.00 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  We have not raised any money pursuant to this Raise as of March 31, 2009.  However, if we are able to raise such funds, the proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.













12





ITEM 6.
SELECTED FINANCIAL DATA.




Not applicable.




ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




The Companies wholly owned subsidiary Bear Industrial Holdings, Inc. has had manufacturing and operating activities which have resulted in an additional $3,200,000 in revenue and $312,000 net income before consolidation for December 31, 2008.  Because of the progress of Bear Industrial Holdings, Inc., the Company has been able to reduce our net loss by approximately $300,000. The Company as a whole had a net loss of $113,000 before bad debts of $3,235,000; depreciation and amortization of $156,000; and interest income of $454,000.  Management believes that if it can reduce its Professional and Accounting costs to a reasonable level, as well as have no bad debts for 2009, it will have a breakeven year.




Total Net Revenues




On or about January 17, 2008, in conjunction with the Company’s acquisition of StarMed Group, Inc., StarMed Group, Inc. operating subsidiaries were spun off to StarMed’s shareholders.  At that point, the Company no longer had any business operations.  The total revenues for 2008 were approximately $3,205,000 from products sold by Bear Industrial Holdings, Inc. and $81,510 from licensing fee revenue from Hanalai Bay Restaurant Group, Inc.




Results Of Operations




During fiscal year ended December 31, 2008, we incurred general and administrative expenses in the aggregate amount of $4,961,416 compared to $629,604 incurred during fiscal year ended December 31, 2007 (an increase of $4,331,812).  The operating expenses incurred during fiscal year ended December 31, 2008 consisted of: (i) salary and wages of $527,875 (2007: $116,289); (ii) bad debt expense of $3,275,339 (2007: $0); (iii) professional fees of $600,817 (2007: $362,393); and (iv) occupancy expense of $165,575 (2007: $75,905).





Our net income (loss) for the fiscal year ended December 31, 2008 was approximately $3,102,088 compared to our net income (loss) of $602,837 for the fiscal year ended December 31, 2007.  During the fiscal year ended December 31, 2008 we generated $3,287,123 in revenue compared to our revenue of $32,300 for the fiscal year ended December 31, 2007.





The basic weighted average number of shares outstanding was 25,379,365 at December 31, 2008 and 1,157,871 at December 31, 2007 respectively.





Liquidity And Capital Resources




Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis.  At December 31, 2008, we had cash on hand of $175,570 as compared to cash on hand of $849 at December 31, 2007. At December 31, 2008 our working capital was $201,669 as compared to working capital of $279,796 at December 31, 2007.




Net cash used in operating activities during the twelve months ended December 31, 2008 was $738,626 as compared to $112,090 during the same period in 2007, an increase of $626,536.




13




Net cash provided by financing activities during the twelve months ended December 31, 2008 was $3,483,482 compared to the net cash provided by financing activities of $50,000 during the same period in 2007.  The change reflects proceeds received from our capital raising transactions through the fourth quarter of 2008.




Off-Balance Sheet Arrangements





As of the date of this  Annual  Report,  we did not have  any  off-balance sheet arrangements that have or are  reasonably  likely  to have a current or future effect on our financial condition, changes in financial condition,  revenues or expenses,  results of operations,  liquidity,  capital expenditures or capital resources that are material to investors.





Material Commitments





As of December 31, 2008, we did not have any material capital commitments, other than funding our operating losses. It is anticipated that any capital commitments that may occur will be financed principally through the sale of shares of our common stock or other equity securities. However, there can be no assurance that additional capital resources and financings will be available to us on a timely basis, or if available, on acceptable terms.





ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK.




As a “smaller reporting company” as defined under Regulation S-K, we are not required to provide this information.




ITEM 8.
FINANCIAL STATEMENTS




Our financial statements are contained in footnotes F-2 through F-7, which appear at the end of this annual report.




ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE




None.




ITEM9A.and9A(T).
CONTROLS AND PROCEDURES




Evaluation Of Disclosure Controls And Procedures




We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.  Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2008, that our disclosure controls and procedures were not effective.




14




However, it should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.




Management’s Report On Internal Control Over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  The internal controls for the Company are provided by executive management’s review and approval of all transactions.  Our internal control over financial reporting also includes those policies and procedures that:




1. pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;




2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and




3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.




Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.




Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008.  In making this assessment, management used the criteria set forth by the Committee of sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.  Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.




Based on this assessment, management has concluded that as of December 31, 2008, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.




This report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.











15




Changes In Internal Control Over Financial Reporting




There were no changes in our internal control over financial reporting during our fiscal quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




ITEM 9B.
OTHER INFORMATION




Not applicable.





PART III




ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.




Each of our officers is elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office.  The name, address, age and position of our offices and directors is set forth below:




NAME

AGE

POSITIONSMatthew R. Jennings

38

President, Chief Executive Officer, Acting Chief Financial Officer, DirectorRobert L. Jennings, II

39

Treasurer, DirectorShawn P. Crawford

38

SecretaryMichael Graven

42

DirectorGeorge Alvarez

45

DirectorMark Molenaar

38

DirectorColin Tay

44

DirectorJoe Duffel

45

Director




Background Of Executive Officers And Directors




Matthew R. Jennings




Mr. Jennings has owned and operated investment related businesses since 1996.  He is licensed with the Financial Industry Regulatory Authority (FINRA) and holds Series 7, 63, 24, 27, 65 and 4 licenses and is a Registered Investment Advisor.  In 2002, Mr. Jennings founded Westmoore Investment, L.P., an entrepreneurial investment fund offering a wide range of private placement investments. Through his leadership, vision and management the fund has grown to become a diversified group of companies spanning business development, lending, and property and real estate services with operations that have grown both domestically and internationally.




Robert L. Jennings II




Robert Jennings co-founded Westmoore Management LLC and Westmoore Securities, Inc.  During his tenure of overseeing the securities business, he specialized in executing transactions for money managers, institutions, and various hedge funds.  Capitalizing on his experience managing residential and commercial properties, Mr. Jennings also directed the branding and development of Westmoore Realty. He is licensed with the Financial Industry Regulatory Authority (FINRA) and holds Series 7, 63, 24, and 4 licenses. He is also a licensed realtor in the state of California. Currently, he is the President and CEO of Harry's Pacific Grill.






16




Shawn Crawford




Shawn Crawford is the COO of Capital Asset Lending, Inc. and VP of Westmoore Lending LLC.  Mr. Crawford has worked with C. K. Cooper through the acquisition of Mission Capital Investment Group in 2001, where he was co-founder and operations manager.  While at C. K., Cooper Mr. Crawford was in charge of the equity and fixed income trading departments as well as the brokerage operations. Prior to Mission Capital, Mr. Crawford was a licensed broker with Del Mar Financial where he worked with the private client group.  He is currently licensed with FINRA holding Series 7, 63, 24, 4, and 55 licenses.




George Alvarez




Mr. Alvarez was Chief Executive Officer of Trussnet Delaware, an architectural, engineering and construction management firm, from 2004 until December 2007 and was Co-Founder of VelociTel, Inc., VelociTel, LLC and their predecessor companies in the wireless network service industry (“VelociTel”). Mr. Alvarez served as VelociTel’s President and Chief Operating Officer from 1987 to 2002. Mr. Alvarez is a licensed contractor in the state of Arizona. He graduated with honors from Airco Technical Institute in Fullerton, California. Mr. Alvarez provides expertise in all aspects of the design, deployment and operation of broadband wireless telecommunications networks.




Colin Tay Yong Lee




Since 1992, Mr. Tay has been the Chief Executive Officer of Trussnet ADC Co. Inc., Taiwan, which provides architectural, engineering and construction services. He also is the sole owner and director of Trussnet Capital Partners (HK) Ltd. From 1986 to 1992, Mr. Tay was with YKK Architectural Products Pte. Co. Ltd., of Singapore, and YKK Taiwan Co., Ltd., first as a Quantity Surveyor and then as Manager of the Architectural Products Division. Prior to joining YKK, Mr. Tay was a Quantity Surveyor with Hyundai Engineering & Construction, part of the worldwide Hyundai organization. Mr. Tay received his Tertiary Diploma in Building from Singapore Polytechnic in 1984, professional accreditations from the Singapore Institute of Building in 1998 and a professional designation from the Chartered Institute of Building (United Kingdom) in 2000.




Mark Molenaar




Mark Molenaar is experienced in insurance industry risk management, having worked primarily with the Fireman’s Fund Insurance Company specializing in high net worth client accounts involving residential properties of $2-$80 million. As Managing Director of Westmoore Management LLC, Mr. Molenaar oversees the operations of the company, including accounting, marketing and business administration.




Michael Graven





Michael Graven is co-founder of X&D Supply, an industrial tools and supply distribution company specializing in sales and support to the federal government and military. As Vice President, Mr. Graven lends his expertise in the areas of daily operations, sales management, and fiscal responsibility. Recent contracts have been received from the U.S. Naval Supply Systems Command, the U.S. Defense Department and clientele in the aerospace industry.










17


Joe Duffel





Joe Duffel has over twenty years of experience in the technology industry.  Mr. Duffel has spent the last fifteen years in telecommunications working with AT&T and other telecom related companies designing and deploying global wide area networks.  Mr. Duffel's experience at NCE, the manufacturer of Mountain & Emerald disk drives, MC Info and Madentech, ranged from computers, networking equipment and storage area networks. Mr. Duffel's clients range from fortune 500 companies to the federal government. Prior to AT&T, Mr. Duffel was a certified financial advisor for Prudential and a Regional Manager at Sun Country Financial.





Involvement In Certain Legal Proceedings





None of our directors or executive officers have been  involved in any legal proceeding at the year ended December 31, 2008 concerning: (i) any  bankruptcy  petition  filed by or against any  business of which such person was a general partner or executive  officer either at the time of the bankruptcy or within two years prior to that time; (ii) any conviction in a criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding (excluding traffic violations and other minor offenses);  (iii) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction permanently or  temporarily  enjoining, barring,  suspending or otherwise limiting involvement in any type of business, securities or banking  activity;  or (iv) being found by a court, the Securities and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have violated a federal or state securities or commodities law (and the judgment has not been reversed, suspended or vacated).





Section 16(a) Beneficial Ownership Reporting Compliance




As of this annual report, Matthew Jennings and Robert Jennings have filed their reports required to be furnished pursuant to Section 16(a), except Matthew Jennings filed form 4s on July 17, 2008, September 10, 2008, October 10, 2008, December 2, 2008, December 8, 2008 and December 12, 2008 were late; Robert Jennings filed his form 3 on July 16, 2008 and his form 4s on September 10, 2008 and October 6, 2008 late;




Messers. Alvarez, Crawford, Duffel, Graven, Molenaar, and Tay have not yet filed their initial reports on Form 3.




Committees Of The Board Of Directors And Corporate Governance Matters




Committees of the Board.  The board of directors has not yet established an audit committee, nominating committee or compensation committee. The functions of these committees are currently performed by the entire board of directors.  We are not currently subject to any law, rule or regulation requiring that we establish or maintain committees of the board of directors.  We may establish an audit, nominating and/or compensation committee in the future if the board determines it to be advisable or we are otherwise required to do so by applicable law, rule or regulation.




Board of Directors Independence.  None of the members of our board of directors is "independent" within the meaning of rules and regulations of the SEC or any self-regulatory organization. We are not currently subject to any law, rule or regulation requiring that all or any portion of our board of directors include "independent" directors.








18




Audit Committee Financial Expert.  We do not yet have an audit committee. No member of our board of directors is an "audit committee financial expert" within the meaning of Item 401(e) of Regulation S-B. In general, an "audit committee financial expert" is an individual member of the audit committee (board of directors) who:





·
understands generally accepted accounting principles and financial statements;





·
is able to assess the general application of such principles in connection with accounting for estimates, accruals and reserves;





·
has experience preparing, auditing, analyzing or evaluating financial statements comparable to the breadth and complexity to our financial statements;





·
understands internal controls over financial reporting; and





·
understands audit committee functions.





At this stage of our development, we have elected not to expend our limited financial resources to implement these corporate governance measures. We believe that neither independent (within the meaning of regulatory definitions) directors, committee persons nor an "audit committee financial expert," will agree to serve until the company is further along in its development. We may, in the future, implement some or all of the corporate governance measures described above.




Code of Ethics.  In December 2004 the Company adopted a Code of Business Conduct and Ethics applicable to our Chief Executive Officer, principal financial and accounting officers and persons performing similar functions.  A code of ethics is a written standard designed to deter wrongdoing and to promote:





·
honest and ethical conduct;





·
full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements;





·
compliance with applicable laws, rules and regulations;





·
the prompt reporting violation of the code; and





·
accountability for adherence to the code.





A copy of our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission.













19





ITEM 11.
EXECUTIVE COMPENSATION




The following table shows the compensation paid or accrued to the Company’s current officers for the completed fiscal year of 2008.




Name and

Principal

Position

Fiscal

Year End

Salary (1)

Bonus (2)

Stock

Awards (3)

Option

Awards (4)

All Other

Annual

Compensation (5)

TotalMatthew R. Jennings, President, Chief Executive Officer and Acting Chief Financial Officer

2007-2008

$200,000 (6)

-

79,000 (6)

-

12,000

291,000Robert L. Jennings, II

2007-2008

-

-

-

-

-

-Shawn P. Crawford

2007-2008

-

-

-

-

-

-




1.
The dollar value of base salary (cash and non-cash) earned.




2.
The dollar value of bonus (cash and non-cash) earned.




3.
During the periods covered by the table, the value of the Company’s shares issued or authorized to be issued as compensation for services to the persons listed in the table.




4.
The value of all stock options granted during the periods covered by the table.




5.
All other compensation received that the Company could not properly report in any other column of the table.




6.
On February 26, 2008, we entered into an Executive Employment Contract with Matthew Jennings where he is to receive One Million (1,000,000) shares of Series A Preferred Stock of the Company as part of his compensation for services rendered.  The One Million (1,000,000) shares of the Series A Preferred Stock of the Company shall be convertible to common shares of stock, at the option of Mr. Jennings, on a one for ten basis and/or 1,100,000 shares of common stock in the aggregate.  Each share of the Series A Preferred Stock of the Company shall be entitled to voting rights equal to 50 shares of the Common Stock of the Company. Also, as part of the Executive Employment Contract, Matthew Jennings shall serve as the Company’s President for the term of five (5) years with a salary of $200,000 per year.





Stock Options





The Company has not granted any stock options and does not have any stock option plans in effect as of the date of December 31, 2008.  In the future, the Company may grant stock options to its officers, directors, employees or consultants.











20





Long-Term Incentive Plans





The Company does not provide its officers or employees with pension, stock appreciation rights, long-term incentive or other plans and has no intention of implementing any of these plans for the foreseeable future.





Employee Pension, Profit Sharing or other Retirement Plans





The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although it may adopt one or more of such plans in the future.


Compensation of Directors





The Company’s directors do not receive any compensation their services as directors.





Mr. Jennings plans to spend approximately 50% of his time on the business of the Company.





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS




At December 31, 2008 we had 25,478,822 shares of our common stock issued and outstanding. The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2008 by:




·
each person known by us to be the beneficial owner of more than 5% of our common stock;





·
each of our directors;





·
each of our executive officers; and





·
our executive officers, directors and director nominees as a group.





Unless otherwise indicated, the business address of each person listed is 339 N. Highway 101, Solana Beach, CA 92075.  The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse. As of December 31, 2008, there were 25,478,822 shares outstanding.






21






TITLE OF

CLASS

NAME OF BENEFICIAL OWNER

AMOUNT AND NATURE

OF BENEFICIAL

OWNERSHIP

PERCENT OF

CLASSCommon Stock

Westmoore Capital Group, LLC

1,302,500

5.11%Common Stock

Westmoore Investment, LP

700,000

2.75%Common Stock

Westmoore Management, LLC

2,115,394

8.30%Common Stock

Matthew Jennings

409,979

1.61%Common Stock

Robert Jennings

390,129

1.53%Common Stock

Shawn Crawford

90,724

0.35%Common Stock

Michael Graven

0

0%Common Stock

George Alvarez

0

0%Common Stock

Mark Molenaar

0

0%Common Stock

Joe Duffel

0

0%Common Stock

Colin Tay

0

0%Common Stock

Hanalai Bay Restaurant Group, Inc.

11,625,035

45.63%Common Stock

Joaquin de Teresa Polignac

2,000,000

7.85%Totals:

18,633,761

73.13%





Each of the above Westmoore entities is controlled directly or indirectly by our Chief Executive Officer, Matthew Jennings.




ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE.




The Company has had financial transactions with Westmoore Management, LLC which is owned by Matthew Jennings.   The Company has established the proper loan agreements and security coverage to protect the Company.  The transactions have been approved by the Board of Directors.  The Company has entered negotiations with Westmoore Management, LLC to obtain an accelerated payment schedule than was previously agreed to by the parties.




ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES





Mendoza Berger & Company, LLP served as our independent registered public accounting firm for fiscal 2008 and 2007.  The following table shows the fees that were billed for the audit and other services provided by that firm for the 2008 and 2007 fiscal years.




Accounting Fees charged2007

$
19,8012008

$
118,600




Audit Fees -- This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q Quarterly Reports and services that are normally provided by the independent auditors in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.




Audit-Related Fees -- This category consists of assurance and related services by the independent auditors that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other accounting consulting.




Tax Fees -- This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.






22




All Other Fees -- This category consists of fees for other miscellaneous items.




Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent auditors. Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the designated member is disclosed to the entire Board at the next meeting.




ITEM 15.
EXHIBITS




The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:




EXHIBIT NO.
DESCRIPTION31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32
Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





SIGNATURES




In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Rockwall Holdings, Inc.Date: December 31, 2010
By:
/s/ Kevin WheelerKevin WheelerChief Executive Officer, President and Director
















23








Table of Contents








Report of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets
F-3Consolidated Statements of Operations
F-5Consolidated Statement of Shareholders’ Equity (deficit)
F-6Consolidated Statements of Cash Flows
F-7Notes to Consolidated Financial Statements
F-8




















F-1








REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the Board of Directors and Stockholders


Rockwall Holdings, Inc. (formerly Westmoore Holdings, Inc.)





We have audited the accompanying consolidated balance sheets of Rockwall Holdings, Inc. (formerly Westmoore Holdings, Inc.) and its subsidiaries, as of December 31, 2008 and 2007, and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.




We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.   An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.




In our opinion, the consolidated financial statements referred to above, present fairly, in all material respects, the financial position of Rockwall Holdings, Inc. and its subsidiaries, as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.







MENDOZA BERGER & COMPANY, LLP









Irvine, California


December 10, 2010







F-2


ROCKWALL HOLDINGS, INC., AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS


DECEMBER 31, 2008 AND 2007









2008


2007ASSETSCurrent Assets:Cash

$
175,570


$
849Accounts receivable, net of allowance for doubtful accounts of $109,814 and $0 as of December 31, 2008 and 2007


402,337



50,000Prepaid expenses


2,420



-Receivable from escrow agent


-



400,000Inventory


421,768



-Other


9,750



6,228Deferred finance costs, net of amortization


27,859



-Total current assets


1,039,704



457,077Equipment and furniture:Office furniture, leasehold improvements, equipment and computers


629,438



66,085Accumulated depreciation


(206,915
)


(58,585
)Total equipment and furniture


422,523



7,500Deposits


15,700



5,816Total assets

$
1,477,927


$
470,393





See accompanying notes to the consolidated financial statements.





F-3


CONT’D ROCKWALL HOLDINGS, INC., AND SUBSIDIARIES
 (FORMERLY WESTMOORE HOLDINGS, INC.)


CONSOLIDATED BALANCE SHEETS


DECEMBER 31, 2008 AND 2007










2008


2007LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)Current Liabilities:Accounts payable

$
287,851


$
83,246Accrued expenses


235,265



83,865Interest payable


29,720



-Income tax/sales tax payable


71,585



10,170Notes payable


213,614



-Total Current Liabilities


838,035



177,281Shareholder’s equity (deficit):Preferred stock (par value $0.01) 25,000,000 shares authorized, no shares issued and outstanding at December 31, 2008 and 2007 respectively


-



-Preferred stock Series A (par value $0.01) 100,000,000 shares authorized, 1,000,000 and no shares issued and outstanding at December 31, 2008 and 2007 respectively


10,000



-Common stock (par value $0.01) 250,000,000 Shares authorized; 25,478,822 and 7,829,888 shares issued at December 31,  2008 and 2007 respectively


254,787



78,298Common stock 10,000,000 shares authorized, Bear Industrial Supply & Manufacturing, Inc., no par value 1,657,500 shares issued and outstanding at December 31, 2008 and 2007, respectively


-



-Additional paid in capital


8,751,859



4,668,742Accumulated deficit


(8,376,754
)


(4,453,928
)Total shareholders’ equity (deficit)


639,892



293,112Total liabilities and shareholders’ equity

$
1,477,927


$
470,393





See accompanying notes to the consolidated financial statements.





F-4





ROCKWALL HOLDINGS, INC., AND SUBSIDIARIES
 (FORMERLY WESTMOORE HOLDINGS, INC.)


CONSOLIDATED STATEMENTS OF OPERATIONS


FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007








2008


2007Revenue:Product sales

$
3,205,613


$
32,300Licensing fee


81,510



-Total Revenue


3,287,123



32,300Cost of Sales


1,865,840



(31,733
)Gross Profit


1,421,283



567Expenses:Salary and benefits


527,875



116,289Professional and accounting fees


600,817



362,393Office


116,908



35,566Rent


165,575



75,905Insurance


83,251



22,663Advertising, marketing and promotion


18,741



7,344Depreciation and amortization


155,943



9,444Bad debt


3,275,339



-Travel


16,967



-Total general, selling and administrativeexpenses


4,961,416



629,604Income (loss) from operations


(3,540,133
)


(629,037
)Other income (expense):Interest income


492,310



-Interest expense


(38,805
)


-Other income


-



27,000Total other income and expense


453,505



27,000Income (loss) before taxes and discontinued operations


(3,086,628
)


(602,037
)Provision for income taxes


(15,460
)


(800
)Discontinued Operations:Loss from discontinued operations


-



-Net income (loss)


(3,102,088
)


(602,837
)Loss per shares (basic and diluted)

$
(0.12
)

$
(0.52
)Weighted average number of share (basic and diluted)


25,379,365



1,157,871





See accompanying notes to the consolidated financial statements.





F-5





ROCKWALL HOLDINGS, INC., AND SUBSIDIARIES
 (FORMERLY WESTMOORE HOLDINGS, INC.)


CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)


FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007







ROCKWALL HOLDINGS, INC.PREFERRED STOCK (SERIES A)


COMMON STOCKNUMER OF SHARES


PAR

VALUE

($0.01)


NUMBER OF SHARES


PAR

VALUE

($0.01)


BEAR

COMMON

STOCK


PAID IN  CAPITAL


ACCUMULATED DECIFIT


TOTALBalance at December 31, 2007


-


$
-



7,829,888


$
78,298


$
434,000


$
4,668,742


$
(4,453,928
)

$
727,112Acquisition of assets of Bear Industrial Supply & Manufacturing, Inc.(434,000
)










(434,000
)Shares issued for services rendered


1,000,000



10,000



-



-







69,000



-



79,000Shares issued for purchase of subsidiary


-



-



1,506,024



15,060







418,940



(820,738
)


(386,738
)Shares issued for purchase of subsidiary


-



-



11,625,035



116,250







-



-



116,250Shares issued for payment of debt


-



-



100,000



1,000







99,000



-



100,000Shares issued for cash


-



-



4,417,875



44,179







3,496,177



-



3,540,356Net Loss


-



-



-



-







-



(3,102,088
)


(3,102,088
)Balance at December 31, 2008


1,000,000


$
10,000



25,478,822


$
254,787






$
8,751,859


$
(8,376,754
)

$
639,892





* Bear Common Stock is the common stock of Bear Industrial Supply & Manufacturing, Inc.





See accompany notes to consolidated financial statements.







F-6




ROCKWALL HOLDINGS, INC., AND SUBSIDIARIES
 (FORMERLY WESTMOORE HOLDINGS, INC.)


CONSOLIDATED STATEMENTS OF CASH FLOWS


FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007









For the Twelve Months Ended:2008


2007Cash flows from operating activities:Net loss

$
(3,102,088
)

$
(602,837
)Net loss on discontinued operationsAdjustments to reconcile net income (loss) to net cashprovided by operating activities:Depreciation


148,330



9,444Amortization


7,613



-Allowance for doubtful accounts


2,516,296



-Shares issued for services and compensation


79,000



281,184Shares issued for payment of debt


100,000



119,719Stocks issued for compensation


-



14,500Change in operating assets and liabilities:Accounts Receivable


(462,151
)


(49,961
)Inventory


(421,768
)


9,226Other Receivables






-Prepaid expenses


(9,750
)


(1,295
)Deposits


(9,884
)


(5,816
)Other assets


(31,664
)


7,106Accounts payable


204,605



67,702Accrued expenses


151,400



39,007Interest payable


29,720



--Income Tax Payable


61,415



(69
)Total adjustments


2,363,162



490,747Net cash provided (used) by operating activities


(738,926
)


(112,090
)Cash flows from investing activities:Notes receivable


(2,006,482
)


-Interest receivable






-Equipment


(563,353
)


1,974Net cash used by investing activities


(2,569,835
)


1,974Financing activities:Increase (decrease) in debt for stock issuance


310,000



-Increase (decrease) in notes payable


(96,386
)


-Shares issued for cash


3,269,868



50,000Net cash provided by financing activities


3,483,482



50,000Net increase (decrease) in cash


174,721



(60,116
)Cash, beginning of period


849



60,965Cash, end of period

$
175,570


$
849Supplemental information on non-cash and financing activities:Stock issued for compensation, services and debt

$
179,000


$
152,403Supplemental Cash Flow Information:Cash paid during the year for:Payments of interest

$
8,614


$
-Income taxes

$
-


$
800Non cash

$
6,732,497


$
-





See accompanying notes to the consolidated financial statement.




F-7


ROCKWALL HOLDINGS AND SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007







1.           HISTORY AND ORGANIZATION OF THE COMPANY





OUR HISTORY





We (the Company, Westmoore Holdings, Inc.), were incorporated in Nevada on August 13, 1981, under the name Port Star Industries, Inc.  We were organized to succeed to the properties, rights and obligations of Port Star Industries, Inc., a publicly-held North Carolina corporation formed on November 3, 1961 under the name of Riverside Homes, Inc. ("Port Star North Carolina").


At the time of our formation, Port Star North Carolina had no assets, liabilities or operations.  In order to change the domicile of Port Star North Carolina to Nevada:




· Port Star North Carolina caused our formation under the laws of Nevada, with an authorized capitalization that "mirrored" the authorized capitalization of Port Star North Carolina, and issued to each stockholder of Port Star North Carolina a number of shares of our common stock equal to such stockholder's share ownership of Port Star North Carolina.




· Port Star North Carolina conducted no operations subsequent to the reincorporation and was administratively dissolved in 1988.




· We remained inactive until March 20, 1984, when our stockholders voted to acquire Energy Dynamics, Inc., and changed our name to Energy Dynamics, Inc.  However, on March 20, 1985, the acquisition was rescinded due to non-performance by Energy Dynamics.  At this time, we changed our name to Heathercliff Group Inc. and from 1984 to 1985, engaged in real estate development.  Real estate operations ceased in 1985, and, in 1985, Nevada revoked our charter for failing to file required reports.




· On January 10, 2000, we revived our Nevada charter and, in connection therewith, we changed our name to StarMed Group, Inc.  At the time of the revival of our charter, we had no assets or liabilities.  Mr. Herman Rappaport was our majority stockholder either directly or through his family trust.




· On July 27, 2001, we acquired Sierra Medicinals, Inc., an Arizona corporation incorporated in March 2000, in a share exchange whereby we issued a total of 469,792 shares of common stock for all of the issued and outstanding shares of Sierra Medicinals, Inc.  Mr. Herman Rappaport, either directly or through his family trust, was a majority stockholder of Sierra Medicinals, Inc.




· On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc.  The Company also changed its ticker symbol from SMED.OB to WSMO.OB.




· In addition, effective January 17, 2008, we terminated all existing business operations and the President of StarMed Group, Inc. resigned and terminated his employment agreement and all of his rights under the agreement.






F-8




· In May 2008, the Company’s wholly owned subsidiary Bear Industrial Holdings, Inc. purchased the assets and liabilities of Bear Industrial Manufacturing & Supply, Inc.  Presently, the Company’s primary operational activity is through its subsidiary Bear Industrial Holdings, Inc.




· In July, 2008 we issued 11,625,035 shares of common stock for 100% of the issued and outstanding shares of Hanalei Bay Restaurant Group.




2.           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




BASIS OF PRESENTATION




The basis of presentation of the Company’s financial statements is made in accordance with generally accepted accounting principles (“GAAP”) in the United Statements of America.




REVENUE RECOGNITION




The company recognizes revenue in accordance with SOP 97-2.  Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the fee is fixed or determinable, collectability is probable.




USE OF ESTIMATES




The preparation of the consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”) 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, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.




PRINCIPLES OF CONSOLIDATION




The consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries, Bear Industrial Holdings, Inc. and Hanalei Bay Restaurant Group.  All significant intercompany balances and transactions have been eliminated in consolidation.




FAIR VALUE OF FINANCIAL INSTRUMENTS




Financial instruments consist principally of cash, payables and accrued expenses.  The estimated fair value of these instruments approximates their carrying value.




CONCENTRATION OF CREDIT RISK




The Company currently maintains substantially all of its day-to-day operating cash with a major financial institution.  At times, cash balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation (FDIC).  Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date.




ACCOUNTS RECEIVABLE




Trade accounts receivable are reported at net realizable value.  This value includes an allowance for estimated uncollectable accounts receivable, which is charged to a provision entitled “doubtful accounts”.  An estimated allowance for doubtful accounts are based on the status of past due accounts as well as the company’s history to collect uncollectable accounts.  Accounts receivable is reported net of an allowance for doubtful accounts of $402,337 and $50,000 for the years then end December 31, 2008 and 2007 respectively.




F-9




On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In March 2008 the Company decided to write off their receivable from the escrow agent due to it being deemed uncollectible.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc. The Company also changed its ticker symbol from SMED.OB to WSMO.OB.




INVENTORY




The Company’s wholly owned subsidiary Bear Industrial Holdings, Inc., manufacturers PVC well casings, screens, and made-to-order parts for the environmental, water well, and geotechnical drilling industries, as well as custom down hole tools for the oil and gas industry.  The Company accounts for its finished goods inventory at the lower of first-in, first-out basis (FIFO) or market.




PROPERTY, PLANT AND EQUIPMENT




Property, plant and equipment are stated at cost.  Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which range from one to ten years.  Leasehold improvements are amortized over the shorter of the estimated useful life of the asset or the related lease term.




STOCK BASED COMPENSATION




On February 26, 2008, the Company entered into an Executive Employment Contract with the new President of the Company.  As part of the Employment Contract, the new President of the Company received one million (1,000,000) shares of Series A Preferred Stock valued at $79,000 of the Company as part of his compensation for services rendered.  The one million (1,000,000) shares of the Series A Preferred Stock of the Company shall be convertible to common shares of stock, at the option of The President, on a ten for one basis.  Each share of the Series A Preferred Stock of the Company shall be entitled to voting rights equal to 50 shares of the Common Stock of the Company.  The Company’s President shall serve for the term of five (5) years with a salary of $200,000 per year, of which $116,667 is accrued at December 31, 2008.  In addition, the President of the Company receives a $3,000 per month car allowance, of which $21,000 was accrued at December 31, 2008.




INCOME TAXES




The Company has deferred income taxes which are reported using the liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.





F-10




ADVERTISING COSTS




The Company expenses advertising costs as incurred.  For the period ending December 31, 2008 and 2007, the Company incurred advertising expense of $18,741 and $7,344, respectively.




RECENTLY ISSUED ACCOUNTING STANDARDS




Compensation cost recognized in 2007 and 2006 includes: (a) compensation cost for all share-based payments granted prior to, which have since vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of FAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, which have vested based on the grant-date fair value estimated in accordance with the provisions of FAS 123(R).




In November 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, "Inventory Costs, an amendment of ARB No. 43, Chapter 4" ("SFAS 151"), which is effective for inventory costs incurred during fiscal years beginning after June 15, 2005. SFAS 151 requires that abnormal amounts of idle facility expense, freight, handling costs and wasted material be recognized as current period charges.  The Statement also requires that the allocation of fixed production overhead be based on the normal capacity of the production facilities.  The effect of this Statement on our financial position or results of operations has been determined to have no impact.




In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, "Exchange of Nonmonetary Assets, an amendment of APB Opinion No. 29" ("SFAS 153"). The guidance in APB Opinion No. 29, "Accounting for Nonmonetary Transactions" is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS 153 amends Opinion 29 to eliminate the exception for nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The provisions of SFAS 153 shall be effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The effect of this Statement on our financial position or results of operations has been determined to have no impact.




In May 2005, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, "Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3" (SFAS154).  This Statement replaces APB Opinion No. 20, "Accounting Changes," and FASB Statement No. 3, "Reporting Accounting Changes Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement requires retrospective application to financial statements of prior periods for changes in accounting principle.  This Statement is effective January 1, 2006.  The effect of this Statement on our financial position or results of operations has been determined to have no impact.




During the year ended December 31, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48), which supplements SFAS No. 109, “Accounting for Income Taxes,” by defining the confidence level that a tax position must meet in order to be recognized in the financial statements.  The Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date.  The “more-likely-than-not” threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position.  If a tax is not considered “more-likely-than-not” it is to be sustained based solely on its technical merits.  No benefits of the tax position are to be recognized. Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit.  With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment upon adoption would be recorded directly to retained earnings and reported as a change in accounting principle at December 31, 2006.




F-11




In September 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Statement No. 157, “Fair Value Measurements” (“FAS 157”).  FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements.  The provisions of FAS 157 were adopted January 1, 2008.  In February 2008, the FASB staff issued Staff Position No. 157-2 “Effective Date of FASB Statement No. 157” (“FSP FAS 157-2”).  FSP FAS 157-2 delayed the effective date of FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).  The provisions of FSP FAS 157-2 are effective for the Company’s fiscal year beginning January 1, 2009.




FAS 157 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under FAS 157 are described below:




Level 1




· Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;




Level 2




· Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly for substantially the full term of the asset or liability;




Level 3




· Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).




As of balance sheet date the company assets and liabilities are not measured at fair value.  In February 2007, the FASB issued FASB Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“FAS 159”) permits entities to choose to measure many financial instruments and certain other items at fair value, with the objective of improving financial reporting by mitigating volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  The provisions of FAS 159 were adopted January 1, 2008.  The Company did not elect the Fair Value Option for any of its financial assets or liabilities, and therefore, the adoption of FAS 159 had no impact on the Company’s consolidated financial position, results of operations or cash flows.




On September 30, 2009, The Company adopted changes issued by the FASB to the authoritative hierarchy of GAAP.  These changes establish the FASB Accounting Standards Codification as the source of the authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP.  Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants.  The FASB no longer issues new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB issues Accounting Standards Updates.  Accounting Standards Updates are not authoritative in their own right as they only serve to update the Codification.  These changes and the Codification itself do not change GAAP.  Other than the manner in which new accounting guidance is referenced, the adoption of these changes will have no impact on the Financial Statements.




In April 2009, the FASB issued authoritative guidance for “Interim Disclosures about Fair Value of Financial Instruments,” which requires disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  This guidance also requires those disclosures to be in summarized financial information at interim reporting periods.  This guidance is effective for interim reporting periods ending after June 15, 2009.  The Company, will adopt this guidance in the second quarter of 2009 and management believes it will not have a material impact on the financial statements.




In April 2009, the FASB issued authoritative guidance for the “Recognition and Presentation of Other-Than-Temporary Impairments’ in order to make existing guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements.  The Company will adopt this guidance in the second quarter of 2009 and management believes it will not have a material impact on the financial statements.




In April, 2009, the FASB issued authoritative guidance for “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.”  This guidance provides additional direction for estimating fair value in accordance with established guidance for “Fair Value Measurements,” when the volume and level of activity for the asset or liability have significantly decreased.  This guidance also includes direction on identifying circumstances that indicate a transaction is not orderly.  This guidance is effective for interim and annual reporting periods ending after June 15, 2009.  The Company will adopt this guidance in the second quarter of 2009 and management believes it will not have a material impact on the financial statements.




In June 2009, the FASB issued authoritative guidance which establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  This guidance applies to both interim financial statements and annual financial statements and is effective for interim or annual financial periods ending after June 15, 2009.  This guidance will not have a material impact on our financial statements.




In June 2009, the FASB issued authoritative guidance for “Accounting for Transfers of Financial Assets,” which eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assts.  This guidance is effective for fiscal years beginning after November 15, 2009.  The Company will adopt this guidance in fiscal 2010 and does not expect that the adoption will have a material impact on the consolidated financial statements.




In June 2009, the FASB issued authoritative guidance amending existing guidance.  The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it its necessary to reassess who should consolidate a variable-interest entity.  This guidance is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period.  The Company will adopt this guidance in fiscal 2010.  The Company does not expect that the adoption will have a material impact on the consolidated financial statements.




In October 2009, the FASB issued changes to revenue recognition for multiple-deliverable arrangements.  These changes require separation of consideration received in such arrangements by establishing a selling price hierarchy (not the same as fair value) for determining the selling price of a deliverable, which will be based on available information in the following order: vendor-specific objective evidence, third-party evidence, or estimated selling price; eliminate the residual method of allocation and require that the consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method, which allocates any discount in the arrangement to each deliverable on the basis of each deliverable’s selling price; require that a vendor determine its best estimate of selling price in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis; and expand the disclosures related to multiple-deliverable revenue arrangements.  These changes become effective on January 1, 2011.  The Company believes that the adoption of these changes will not have an impact on the consolidated financial statements, as the Company does not currently have any such arrangements with its customers.





F-12




3.           INVENTORY




Inventory consists of the following as of December 31:




December 31,

2008


December 31,

2007Raw Materials

$
318,111


$
-Sub Assembly


4,052



-Packaging


16,060



-Finished goods


83,545



-$
421,768


$
-





4.           PROPERTY, PLANT AND EQUIPMENT




Property, plant and equipment, excluding discontinued operations in 2007, consist of the following:




December 31,

2008


December 31,

2007Furniture, fixtures and office equipment

$
16,716


$
66,085Machinery and equipment


556,877



-Computer equipment


8,367



-Leasehold improvements


47,478



-629,438



66,085Less: accumulated depreciation andamortization


(206,915
)


(58,585
)$
422,523


$
7,500





5.           NOTES RECEIVABLE




The Company has short-term notes receivable with various borrowers amounting to $421,790.  The terms of those notes range from one year to two years at interest rates of eight (8%) to twenty four (24%) per annum.  The Company values those notes at its net collectable balances.  The Company established a Reserve For Collections for the entire $421,709 and has fully reserved the $278,262 interest receivable on these notes at December 31, 2008.  All notes are secured by through a general security interest on the borrower’s assets.  In addition, the Company has one long term note receivable from a related entity in the amount of $2,406,482, accruing 24% per annum interest due on June 15, 2010.  This note and related accrued interest has been fully reserved.








F-13




6.           DEFERRED FINANCE COSTS




2008


2007Deferred finance costs:Beginning balance

$
164,000


$
-Ending balance


164,000



-Less:  accumulated amortized finance costs


(136,141
)


-27,859



-Less:  current portion


27,859



-$
-


$
-





The total amount of finance costs recorded during the twelve months ending December 31, 2008 and 2007, $55,573 and $0, respectively.




7.           NOTES PAYABLE




The Company has notes payable with various borrowers.  The terms of those notes mature on December 31, 2009 and have an interest rate of thirteen and a third (13.33%) per annum.




2008


2007Unsecured note payable, interest payable at 13.33% plus $650 per month, and 10% ownership of the Company, due on December 31, 2009

$
-0-


$
-Unsecured note payable, interest payable at 13.33% plus 10% ownership of the Company, due on December 31, 2009


110,000



-Unsecured note payable, interest payable at 13.33% plus 30% ownership of the Company, due on December 31, 2009


103,614



-Total notes payable

$
213,614


$
-





Subsequent to year end, the note for $110,000 was paid off in full including interest.




8.           SECURED LINES OF CREDIT – RELATED PARTY




On January 1, 2008, the Company signed a secured promissory note with a business entity controlled by one of its shareholders.  The Company has the ability to borrow up to $1,000,000 from time to time through September 30, 2008, automatically renewed for an indefinite number of 2-year periods, unless terminated by either party.  The loan bears interest at 24% per annum.  The loans will be secured by substantially all assets and proceeds of the Company, as defined in the agreement.  The total amount outstanding under this line of credit at December 31, 2008 and December 31, 2007 was $0 and $0, respectively.  This line of credit was terminated with the change in control effected January 17, 2008.




F-14




On March 20, 2007, the Company signed a secured promissory note with a business entity controlled by a shareholder.  The Company has the ability to borrow up to $2,000,000 from time to time through March 20, 2009, automatically renewed for an indefinite number of 2-year periods, unless terminated by either party.  The loan bears interest at 18% per annum and a loan fee of 2% shall be paid and deducted from the proceeds of each loan.  The loans will be secured by substantially all assets and proceeds of the Company, as defined in the agreement.The total amount outstanding under this line of credit at December 31, 2008 and 2007 was $0 and $0, respectively.  This line of credit was terminated with the change in control effected January 17, 2008.




9.           CAPITAL STOCK




On January 17, 2008, the shareholders of StarMed Group, Inc. entered into an agreement with Westmoore Investment, L.P., and its affiliated entities, to sell 6,609,899 shares for $400,000.  The $400,000 was held by the escrow agent as of December 31, 2007.  In effect, Westmoore Management, L.P. and its affiliated entities, effected an 86% change in control in the Company.  The Company then had a name change from StarMed Group, Inc. to Westmoore Holdings, Inc.  The Company also changed its ticker symbol from SMED.OB to WSMO.OB.




During the first quarter of 2008, we initiated a private offering, within the meaning of Regulation D of the Securities Act, where we offered units at a price of $1.00 per unit, which was comprised of one share of stock and one warrant to purchase stock exercisable at $2.50 per share.  The private offering was made only to accredited investors within the meaning of Regulation D of the Securities Act of 1933 under Rule 506 of Regulation D.  We have raised $3,965,000 from twenty nine (29) accredited investors.  As of April 1, 2008 we have closed the raise and are no longer raising money pursuant to this private offering.




During the second quarter of 2008, we initiated another private offering, within the meaning of Regulation D of the Securities Act, of up to 2,000,000 units at $.80 per unit, which comprise of one share of stock and one warrant to purchase company stock exercisable at $2.50 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of December 31, 2008, we have raised $402,500 from nineteen (19) accredited investors.  The proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.




Additionally during the second quarter, the Companies wholly owned subsidiary Bear Industrial Holdings, Inc., a California corporation, entered into an Asset Purchase Agreement with Bear Industrial Supply & Manufacturing, Inc.  The Asset Purchase Agreement provides for the acquisition of substantially all of the assets of Bear Industrial Supply & Manufacturing, Inc. for a purchase price of $2.25 million dollars payable as follows: (i) $974,810 in cash; (ii) the issuance of $1,275,190 in stock (1,506,024 shares of common stock at $0.83 per share), calculated at the closing bid price on the date of the Agreement and (iii) Two million five year options to acquire shares of the Company’s common stock exercisable at $1.25 per share.  Certain officers and directors of the Company are also shareholders of Bear Industrial Supply & Manufacturing, Inc.  In order to address this conflict of interest the Company took the following steps: (i) it secured an independent valuation of Bear expressing an opinion of $2.21 million in value; (ii) all interested directors and officers abstained from any decision or voting in connection with the execution of the Agreement and (iii) the Agreement was unanimously approved by all disinterested directors.








F-15




The assets and liabilities that were retained by the prior owners of the Company plus the commission paid out to brokers netted to $217,500.




During July, 2008 we completed the acquisition of 100% of the shares of common stock of Hanalai Bay Restaurant Group, Inc. with the issuance of 11,625,035 shares of common stock.




During the fourth quarter of 2008, we initiated another private offering, within the meaning of Regulation D of the Securities Act, of up to 5,000,000 units at $0.80 per unit, which comprise of one share of stock and one warrant to purchase company stock exercisable at $0.00 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of December 31, 2008, no funds have been raised or shares issued pursuant to this Raise. We have not raised any money pursuant to this Raise as of March 31, 2009.  However, if we are able to raise such funds, the proceeds of this offering will be used for general working capital purposes and to finance potential acquisitions which are continuing to be reviewed by the Company management.




DESCRIPTION OF SECURITIES




The Company is authorized to issue 100,000,000 shares of common stock, par value $.01 per share, and 25,000,000 shares of preferred stock, par value $.01 per share.  Of the 25,000,000 shares of preferred stock, 1,000,000 shares have been designated as “Series A Preferred Stock” and have been issued and are outstanding at December 31, 2008.




COMMON STOCK




The holders of common stock are entitled to one vote per share on all matters submitted to a vote by the shareholders of the Company, including the election of directors.  The shareholders have no rights to cumulate votes in the election of directors.  The shareholders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock.  In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock.  Shareholders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.




PREFERRED STOCK




The Company is authorized to issue 25,000,000 shares of preferred stock at a par value of $.01.  Such preferred stock may be designated in one or more series with such designations as voting powers, if any, preferences and relative, participating, optional or other special rights, and such qualifications, limitations and restrictions, as are determined by resolution by the board of directors.  The issuance of preferred stock by the Company may have the effect of delaying, deferring or preventing a change in control of our Company without further action by stockholders and could adversely affect the rights and powers, including voting rights, of the holders of common stock.  In certain circumstances, the issuance of preferred stock could depress the market price of the common stock.




On February 7, 2008, the Company designated one million (1,000,000) shares of its authorized preferred stock as Series A Preferred Stock with a par value of $0.01 per share (the "Series A Preferred Stock").






F-16




On February 26, 2008, the Company entered into an Executive Employment Contract with the new President of the Company.  As part of the Employment Contract, the new President of the Company, Mr. Matthew Jennings, received One Million (1,000,000) shares of Series A Preferred Stock of the Company valued at $79,000 as part of his compensation for services rendered.  The One Million (1,000,000) shares of the Series A Preferred Stock of the Company shall be convertible to common shares of stock, at the option of The President, on a ten for one basis.  Each share of the Series A Preferred Stock of the Company shall be entitled to voting rights equal to 50 shares of the Common Stock of the Company.  The Company’s President shall serve for the term of five (5) years with a salary of $200,000 per year, of which $116,667 is accrued at December 31, 2008.  In addition, the President of the Company receives a $3,000 per month car allowance, of which $21,000 was accrued at December 31, 2008.




COMMON STOCK PURCHASE WARRANTS




On January 26, 2008 the Company had initiated a private offering within the meaning of Regulation D of the Securities Act where the Company offered units at a price of $1.00 per unit, which was comprised of one share of stock and one warrant to purchase stock exercisable at $2.50 per share.  Each warrant entitles the holder to purchase common stock at any time prior to one year from the date of issuance.  As of December 31, 2008 there had been 3,965,000 Units purchased by twenty nine (29) accredited investors.  As of April 1, 2008 we closed the raise and thus, no additional warrants shall be issued pursuant to this financial raise.




During the second quarter of 2008, we initiated another private offering within the meaning of Regulation D of the Securities Act where the Company offered up to 2,000,000 units at $.80 per unit, which comprised of one share of stock and one warrant to purchase company stock exercisable at $2.50 per share.  The shares will be offered to accredited investors within the requirements of Regulation D of the Securities Act of 1933 under Rule 501(a) of Regulation D.  As of December 31, 2008, there were 502,875 Units purchased by nineteen (19) accredited investors.




10.           INCOME TAXES




Reconciliation of the differences between the statutory tax and the effective income tax is as follows:




December 31,

2008


December 31,

2007Federal statutory tax

(34.00%)


(34.00%)State taxes, net of federal tax

(5.83%)


(5.83%)Valuation allowance

39.83%


39.83%-


-




The effective income tax rate differs from the federal statutory rate primarily due to permanent timing differences and net operating loss carry forwards.




Change in ownership provisions limit the benefits from net operating losses and non-capital losses carried for United States tax purposes.  In addition, the net operating losses can only be used in the same industry in which they have been incurred.  At this time, management believes that $4,868,000 of the NOL’s which were incurred prior to January 1, 2008 and which were incurred in another industry, to be unusable and furthermore believes they will expire before being used.






F-17




SFAS No. 109 requires a valuation allowance to be recorded when it is more likely than not that some or all of the deferred tax assets will not be realized.




Internal Revenue Code Section 382 imposes limitations on our ability to utilize net operating losses if we experience an ownership change and for the NOL’s acquired in the acquisition of subsidiaries.  An ownership change may result from transactions increasing the ownership of certain stockholders in the stock of the corporation by more than 50 percentage points over a three-year period.  The value of the stock at the time of an ownership change is multiplied by the applicable long-term tax exempt interest rate to calculate the annual limitation.  Any unused annual limitation may be carried over to later years.




The Company accounts for income taxes in accordance with Statement SFAS No. 109 - Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement of No. 109, whereby deferred taxes are provided on temporary differences arising from assets and liabilities whose bases are different for financial reporting and income tax purposes.  Deferred taxes are attributable to the effects of the following items:




·
Differences in calculating depreciation on property, plant and equipment


·
Differences in calculating amortization and/or impairments on intangible assets


·
Allowances for bad debt


·
Tax loss carry forwards




The (provision) benefit for income taxes consists of the following as of December 31, 2008 and December 31, 2007:




2008


2007Current:Federal

$
-


$
-State


(1,600
)


(800
)(1,600
)(800
)Deferred:Federal


229,800



205,000State


65,500



53,000Total (provision) benefit beforevaluation allowance


295,300



258,000Change in valuation allowance


295,300



258,000Total provision


(15,460
)


(800
)
















F-18





The components of the net deferred income tax asset are as follows as of December 31, 2008 and December 31, 2007:




2008


2007Deferred income tax assets:net operating loss carry forward

$
2,234,000


$
1,939,000Deferred income tax asset, net before valuation allowance


2,234,000



1,939,000Less: valuation allowance


2,234,000



1,939,000Deferred income tax asset, net

$
-


$
-





The Company had available unused federal and state operating loss carry forwards of approximately $4,463,000 at December 31, 2008 and approximately $4,868,000 at December 31, 2007, respectively.  The Company believes that it will be unable to utilize these loss carry forwards.




ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES




During the year ended December 31, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” (FIN 48), which supplements SFAS Bi, 109, “Accounting for Income Taxes” by defining the confidence level that a tax position must meet in order to be recognized in the financial statements.  The Interpretation requires that the tax effects of a position be recognized only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date.  The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position, if a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits.  No benefits of the tax position are to be recognized.  Moreover, the more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit.  With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained.  Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principal.




Upon adoption of FIN 48 as of January 1, 2007, the Company had no gross unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods.  At December 31, 2008 the amount of gross unrecognized tax benefits before valuation allowances and the amount that would favorably after the effective income tax rate in future periods after valuation allowances were $0.  These amounts consider the guidance in FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48”.  The Company has not accrued any additional interest or penalties as a result of the adoption of FIN 48.




The Company files income tax returns in the United States federal jurisdiction and certain states in the United States.  With a few exceptions, the Company is no longer subject to U.S. federal or state income tax examination by tax authorities on income tax returns filed before December 31, 2004.  U.S. federal, State and foreign income returns filed for years after December 31, 2004 are considered open tax years as of the date of these consolidated financial statements.  No income tax returns are currently under examination by any tax authorities.








F-19




11.           OPERATING LEASES




The Company’s wholly owned subsidiary, Bear Industrial Holdings, Inc. currently leases its facility under a non-cancellable operating lease expiring in March 2011 from a related party.  Total rent expense for the twelve months ending December 31, 2008 and 2007 totaled $165,575 and $75,905, respectively.




As of December 31, 2008, the future minimum lease payments are as follows:




For the Years Ending December 31,2009

$
142,9972010


145,5982011


147,837Total

$
436,432





12.           RELATED PARTY TRANSACTIONS




During the second quarter, the Companies wholly owned subsidiary Bear Industrial Holdings, Inc., a California corporation, entered into an Asset Purchase Agreement with Bear Industrial Supply & Manufacturing, Inc.  The Asset Purchase Agreement provides for the acquisition of substantially all of the assets of Bear Industrial Supply & Manufacturing, Inc. for a purchase price of $2.25 million dollars payable as follows: (i) $974,810 in cash; (ii) the issuance of $1,275,190 in stock (1,506,024 shares of common stock at $0.83 per share), calculated at the closing bid price on the date of the Agreement and (iii) Two million five year options to acquire shares of the Company’s common stock exercisable at $1.25 per share.  Certain officers and directors of the Company are also shareholders of Bear Industrial Supply & Manufacturing, Inc. In order to address this conflict of interest the Company took the following steps: (i) it secured an independent valuation of Bear expressing an opinion of $2.21 million in value; (ii) all interested directors and officers abstained from any decision or voting in connection with the execution of the Agreement and (iii) the Agreement was unanimously approved by all disinterested directors.




On June 10, 2008, the Companies wholly owned subsidiary HBRG Acquisition, Inc., a California corporation, entered into an agreement to acquire Hanalei Bay Restaurant Group, Inc. (“HBRG”).  HBRG is a developer of restaurant concepts and associated intellectual property.  Its intellectual properties include the Harry’s Pacific Grill trademark.  The purchase price of HBRG is $7,556,273 payable in the Company’s stock at $.65 per share or 11,625,035 shares.  Certain officers and directors of the Company are also shareholders of HBRG. In order to address this conflict of interest the Company took the following steps: (i) the Company obtained the approval of all independent members of its Board of Directors to the acquisition of the Assets by the Purchaser; (ii) the Parent Company had an independent valuation conducted of the Company by Avalon Advisers, Inc. and (iii) the interested members of the Board of Directors have disqualified themselves from all consideration of the proposed acquisition of the Assets.  The Company issued the required stock in July, 2008.




13.           ACQUISITIONS




On May 15, 2008, the Company’s wholly owned subsidiary Bear Industrial Supply, Inc. acquired all of the assets of Bear Industrial Supply & Manufacturing, Inc. (BISM) for $2.25 million.  Prior to the purchase by Bear Industrial Holdings, Inc., Bear Industrial Holdings, Inc. had no assets or liabilities nor any business activity.









F-20





The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:





At May 15, 2008Current assets


1,051,915Property, plan and equipment


425,841Other assets


88,202Goodwill


2,291,698Total assets acquired


3,857,656Current liabilities


1,343,056Long-term debt


385,000Total liabilities assumed


1,728,056Net assets acquired


2,129,600





The Goodwill of $2,291,698 was placed on the Company based on the valuation of a third party, which valued the BISM purchase to be $2,250,000.





On June 10, 2008, the Company’s wholly owned subsidiary HBRG Acquisition, Inc. acquired 100% of the common stock of HBRG.  HBRG Acquisition, Inc. had no assets or liabilities at the time of the transaction.  The purchase was valued at $10,586,000 by an independent third party representative in May of 2008.  HBRG was the sole owner of all the trademarks, menus, licenses and other intangibles of the restaurant chain Harry’s Pacific Grill and has the right to monthly royalties based off of gross sales.  Hanalei Bay Restaurant Group, Inc. also has the ability to increase the number of stores under its ownership and thereby increase the monthly revenue.   At the time of the acquisition, Hanalei Bay Restaurant Group, Inc. only asset was the intangible assets and it had no liabilities.





14.           SUBSEQUENT EVENTS




On October 1, 2009, there was a change in the board and management of the Company.  As of that date Matt Jennings was no longer in a management position and Kevin Wheeler was named CEO and Chairman of the Board.




The Company changed its name to Rockwall Holdings Inc. and received a new symbol RKWL.PK.




The Company has changed its corporate address to 1600 E 33rd Street Long Beach Ca 90807.




In 2009, the SEC has provided notice that it is conducting a formal investigation of Westmoore Securities, Inc.  Although WSMO is not a named party to such investigation, Mr. Matthew Jennings and Mr. Robert Jennings, who did serve as officers and directors of WSMO, also serve as officers and directors of Westmoore Securities, Inc.




On April 29, 2010, the Company issued a Letter of Intent to purchase Resource Energy for $200,000 worth of newly issued common stock in exchange for all the stock of Resource Energy.  The LOI was for 120 days.







F-21