Zhong Ya International Ltd - Quarter Report: 2013 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1O-Q

QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15 (d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the three month period ended March 31, 2013

Commission file number: 333-152950

Western Lucrative Enterprises, Inc.

(Exact Name of Registrant as Specified in its Charter)

Iowa 26-3045445

______________________ _______________

(State or Other Jurisdiction of (IRS Employer

Incorporation or Organization) Identification No.)

64 North Pecos, Suite 900

Henderson, NV 89074

(Address of Principal Executive Offices)

Registrant's telephone number, including area code: (760) 673-9430

Securities registered pursuant to Section 12(b) of the Act: None

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.

Yes X No

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

Yes X No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

X Yes No

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

Large Accelerated Filer Accelerated Filer

Non-accelerated filer X Smaller reporting company

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

As of March 31, 2013, there was no active trading market for the issuer's common stock, $.001 par value and therefore the value of shares held by affiliates cannot be ascertained.

The number of shares outstanding of the issuer's common stock, $.001 par value, as of March 31, 2013 was 8,505,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Western Lucrative Enterprises, Inc.

Form 10-Q Quarterly Report

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements 4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 8

Item 3. Quantitative and Qualitative Disclosures about Market Risk 9

Item 4. Controls and Procedures 10

PART II – OTHER INFORMATION

Item 1. Legal Proceedings 11

Item 1A. Risk Factors 11

Item 2. Selected Financial Data 11

Item 3 Defaults Upon Senior Securities . 11

Item 4. Mine Safety Disclosures 11

Item 5. Other Information 11

Item 6. Exhibits 11

PART 1

ITEM 1. FINANCIAL STATEMENTS

Financial Statements for the 3 month period ended March 31, 2013 have been prepared by the Management Group of Western Lucrative Enterprises, Inc.









Western Lucrative Enterprises, Inc.
(A Development Stage Enterprise)
Balance Sheets

					As of
					March 31, 2013				Dec. 31, 2012
ASSETS

Current assets
		Cash			$	-			$	-
Total current assets						-				-

Total assets					$	-			$	-

LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY

Currnet liabilities
		Accounts payable			$	1,361			$	1,361
		Accrued expense				4,000				4,000
		Accrued interest				747				591
		Related party loan (current portion)				7,500				7,500
		Loan discount – Beneficial conversion feature				(7,500)				(7,500)
Total current liabilities						6,108				5,952

Long term liabilities
		Related party loan				10,000				10,000
Total long term liabilities						10,000				10,000

Total liabilities						16,108				15,952

Stockholders' (deficit) equity
		Common stock, $0.001 par value; 75,000,000 shares authorized, 8,505,000 shares issued and outstanding as of December 31, 2012 and 2011				8,505				8,505
		Additional paid in capital				64,389				64,389
		Deficit accumulated during the development stage				(89,002)				(88,846)
Total stockholders' (deficit) equity						(16,108)				(15,952)

Total liabilities and stockholders' (deficit) equity					$	-			$	-

See accompanying notes to financial statements 4
Western Lucrative Enterprises, Inc.
(A Development Stage Enterprise)
Statement of Operations

			3 Months Ended March 31,								For the Period July 14, 2008 (Inception) to March 31, 2013
			2013				2012

Net income / (loss)			$	-			$	-			$	-

Expenses
	General and administrative			-				300				37,682
	Professional fees			-				1,500				68,892
Total expenses				-				1,800				106,574

Other income / (expense)
	Other income			-				-				18,936
	Interest expense			(156)				(138)				(1,364)
Total other income / (expense)				(156)				(138)				17,572

Net Income / (loss)			$	(156)			$	(1,938)			$	(89,002)

Basic and diluted loss per common share			$	0.00			$	(0.01)

Weighted average common shares outstanding:
	Basic			8,505,000				8,505,000

	Diluted			8,505,000				8,505,000

See accompanying notes to financial statements


Western Lucrative Enterprises, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
	3 Months Ended December 31,					For the Period July 14, 2008 (Inception) to March 31, 2013
	2013		2012
Cash flows from operating activities
Net income / (loss)	$	(156)	$	(1,938)		$	(89,002)
Adjustments to reconcile net loss to net cash used in operating activities:
Issuance of common stock in exchange for services		-			-			39,652
Non-cash interest - beneficial conversion feature		-		75			616
Changes in operating assets and liabilities:
Accounts payable		-		1,800			(1,639)
Accrued expense		-		-			4,000
Accrued interest		156		63			748
Net cash used in operating activities		-		-			(45,625)

Cash flows from investing activities		-		-			-

Cash flows from financing activities
Proceeds from related party loan		-		-			17,500
Proceeds from issuance of stock		-		-			28,125
Net cash provided by financing activities		-		-			45,625
Net change in cash		-		-			-
Cash at beginning of year		-		-			-
Cash at end of year	$	-	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock for professional and consulting services	$	-	$	-		$	40,452
Issuance of convertible notes with beneficial conversion feature	$	-	$	-		$	7,500
Supplemental cash flow information:
Cash paid for interest	$	-	$	-		$	-
Cash paid for income taxes	$	-	$	-		$	-

See accompanying notes to financial statements

WESTERN LUCRATIVE ENTERPRISES, INC.

(A Development Stage Company)

Notes to Financial Statements

For the Three Months Ended March 31, 2013

and for the period of July 14, 2008 (inception) to March 31, 2013

NOTE 1 – CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2013, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2012 audited financial statements. The results of operations for the periods ended March 31, 2013 and 2012 are not necessarily indicative of the operating results for the full years.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plan described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

NOTE 3 – SHAREHOLDERS’ EQUITY

No addition common shares were issued for any reason during the three months ended March 31, 2013.

NOTE 4 – RELATED PARTY TRANSACTIONS

The holder (Millenium Group, Inc.) of the $10,000 convertible note is owned by Jonathan Mork who is a son of Dempsey Mork, the owner of Orion Investment which holds more than 5% of the common shares from the Company.

The holder (Magellan Capital Partners) of the $6,000 convertible note is owned by Dempsey Mork owner of MCC Profit Sharing Plan which holds more than 5% of the common shares from the Company.

WESTERN LUCRATIVE ENTERPRISES, INC.

(A Development Stage Company)

Notes to Financial Statements

For the Three Months Ended March 31, 2013

and for the period of July 14, 2008 (inception) to March 31, 2013

The holder (Savile Town Investments, Inc.) of the $1,500 convertible note is owned by Neville Pearson a Director of The Company and also its current President, Treasurer, and Secretary.

NOTE 5 – SUBSEQUENT EVENTS

Management has reviewed material subsequent events in accordance with FASB ASC 855 “Subsequent Events”. No additional disclosure is required.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Western Lucrative Enterprises, Inc. was incorporated on July 14, 2008. As of the date of this document, we have generated no revenues and substantial expenses. This resulted in a net loss of $89,002 since inception, which is attributable to

general and administrative expenses.

Since incorporation, we have financed our operations primarily through minimal initial capitalization.

To date we have not implemented our planned principal operations.

We do not expect to conduct any research and development.

We do not own any plant or equipment.

Our management does not anticipate any significant changes in the number of employees in the next 12 months. Currently, we believe the services provided by our officers and directors are sufficient at this time.

We have not paid for expenses on behalf of any director. Additionally, we believe that this practice will not materially change.

In 2010, we engaged Millennium Group, Inc to assist the Company with new business strategies and options. Millennium Group is a consulting services firm owned and managed by Jonathan Mork, 47. A pension plan of which his father, Dempsey Mork, is a beneficiary owns more than 5% of our stock. We issued to Millennium Group a $10,000 convertible note as a non-refundable retainer to Millennium Group. We also agreed to pay $400,000 to Millennium if it is able to introduce a major acquisition to the Company. The note is due and payable to Millennium in two years, and bears a 5% interest rate which shall accrue annually and be payable at maturity. At Millennium’s election, this note and any accrued interest can be retired at any earlier time by conversion into common shares. The note is convertible into 4.0% of the Company’s fully diluted common shares at the time of conversion, with full anti-dilution protection (not adjusted for splits or new issuances). The Company has also agreed that any shares issued under this note will have piggyback registration rights. The Board of Directors of the Company has approved and ratified the terms of this note.

Convertible Notes to Magellan Capital Partner, Inc. and Savile Town Investments, Inc. During the Year Ended December 31, 2012, the Company received service through issuing a total of $7,500 convertible notes to Magallen Capital Partners Inc. and Savile Town Investments, Inc. In exchanging for the $7,500 notes, the two lenders would have option to receive a total of 750,000 common shares by fully converting these shares at $0.01 per diluted common shares.

In accordance with ASC 470-20, Debt with conversions and other options, as the conversion price of the share is a fixed price at $0.01 per diluted common shares, the beneficial conversion features or BCF of these Notes were calculated based on the intrinsic value. The fair value of the shares at the issuance date, December 31, 2012 was $0.52 and the BCF is $0.51 per share. As the total BCF is greater than the total proceed of the $7,500 convertible notes, in accordance with ASC 470-20, the BCF is limited to the total proceed of the convertible notes which is $7,500. We recorded the total convertible value of the notes issued to the Company in the amount of $7,500 as a debt discount upon issuance, and amortized this debt discount as interest expense over the life of the note. We recorded interest expense in the amount of $93.75 for the period ended March 31, 2013 in connection with these Notes.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our president and chief financial officer, carried out an evaluation of the

effectiveness of our "disclosure controls and procedures" (as defined in the Exchange Act Rules 13a-15(e) and 15d-15

(e) as of the end of the period covered by this report (the "Evaluation Date"). Based upon that evaluation, the president

and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedures are not

effective to ensure that information required to be disclosed by us in the reports that we file or submit under the

Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules

and forms and (ii) is accumulated and communicated to our management, including our president and chief financial

officer, as appropriate to allow timely decisions regarding required disclosure since our auditor had to make audit

adjustments. Our management intends to work more closely with our auditors to correct this ineffectiveness.

(b) 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 Rule 13a-I5(f) and 15(d)-15(f) under the 1934 Act). Our management assessed the effectiveness of our internal control over financial reporting as of March 31, 2013. In making this assessment, our management used the criteria set forth by

the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Our management has concluded that, as of March 31, 2013, our internal control over financial reporting was not effective

based on these criteria. In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2013, we determined that the following deficiencies constituted a material weakness, as described below.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses. The Company has no audit committee. There is no policy on fraud and no code of ethics at this time. A whistleblower policy is not necessary given the small size of the organization.

Management override of existing controls is possible given the small size of the organization and lack of personnel.

There is no system in place to review and monitor internal control over financial reporting. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.

Management is currently evaluating remediation plans for the above control deficiencies.

Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this quarterly report.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

There are no material changes in the risk factors set forth in Part 1, Item 1A of the Company’s 10K dated Dec. 31, 2012.

ITEM 2. SELECTED FINANCIAL DATA.

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are not required to provide the information required by this item.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibits Incorporated by Reference or Filed with this Report.

Exhibit No. Description

31.1 Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Ox1ey Act of2002

31.2 Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of2002

32.1 Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of2002.

32.2 Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of2002.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Western Lucrative Enterprises, Inc.

Date: May 15, 2013

By: lsi Neville Pearson

Neville Pearson, President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: May 15, 2013

By: lsi Neville Pearson

Neville Pearson, President and Director

(Principal Executive Officer)

Date: May 15, 2013

By: lsi Neville Pearson

Neville Pearson, Chief Financial Officer

(Principal Financial and Accounting Officer)