10KSB: Optional form for annual and transition reports of small business issuers [Section 13 or 15(d), not S-B Item 405]
Published on April 2, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
(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, 2000
[ ] Transition report under section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____ to ______
Commission File Number 000-25809
SICLONE INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 87-042699
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
6269 Jamestown Court, Salt Lake City, Utah 84121
(Address of principal executive offices)
Issuer's telephone number, including area code 801-566-6627
Securities registered pursuant to Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001
(Title of class)
Check whether the Issuer (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B is contained in this form, and no
disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]
The issuer's revenue for its most recent fiscal year was: $-0-.
The aggregate market value of the issuer's voting stock held as
of March 20,1000, by non-affiliates of the issuers was $-0-.
There was no active trading market and no quote for Siclone
Industries, Inc. during fiscal year 2000, therefore the value is
deemed to be $-0-.
As of March 27, 2001, the issuer had 23,810,000 shares of its
$.001 par value common stock outstanding.
Transitional Small Business Format: Yes [ ] No [ X ]
Documents incorporated by reference: none
PART I
Item 1. Description of Business.
Siclone Industries, Inc., ("Siclone" or the "Company") was
originally incorporated in Delaware on November 1, 1985 as
McKinnely Investments, Inc. The company changed its name to
Accoline Industries, Inc. on November 5, 1986 and again changed
its name to Siclone Industries, Inc. on May 24, 1988.
The Company has not had active business operations since its
inception and is considered a development stage company. In
1993, the Company entered into an agreement with Bradley S.
Shepherd in which Mr. Shepherd agreed to become an officer and
director of the Company and use his best efforts to organize and
update the books and records of the Corporation and seek business
opportunities for acquisition or participation by the Company.
The Company intends to seek, investigate, and if warranted,
acquire an interest in a business opportunity. The Company does
not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore,
engage in essentially any business in any industry. The Company
has unrestricted discretion in seeking and participating in a
business opportunity, subject to the availability of such
opportunities, economic conditions and other factors.
The selection of a business opportunity in which to
participate is complex and extremely risky and will be made by
management in the exercise of its business judgment. There is no
assurance that the Company will be able to identify and acquire
any business opportunity which will ultimately prove to be
beneficial to the Company and its shareholders.
The activities of the Company are subject to several
significant risks which arise primarily as a result of the fact
that the Company has no specific business and may acquire or
participate in a business opportunity based on the decision of
management which will, in all probability, act without the
consent, vote, or approval of the Company's shareholders.
Sources of Opportunities
It is anticipated that business opportunities may be
available to the Company from various sources, including its
officers and directors, professional advisers, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from
all known sources, but will rely principally on personal contacts
of its officers and directors as well as indirect associations
between them and other business and professional people.
Although the Company does not anticipate engaging professional
firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such
firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business
opportunity in financial or trade publications.
Criteria
The Company will not restrict its search to any particular
business, industry or geographical location. The Company may
acquire a business opportunity or enter into a business in any
industry and in any stage of development. The Company may enter
into a business or opportunity involving a "start up" or new
company. The Company may acquire a business opportunity in
various stages of its operation.
2
In seeking a business venture, the decision of management of
the Company will not be controlled by an attempt to take
advantage of an anticipated or perceived appeal of a specific
industry, management group, or product or industry, but will be
based upon the business objective of seeking long-term capital
appreciation in the real value of the Company.
In analyzing prospective business opportunities, management
will consider such matters as the available technical, financial
and managerial resources; working capital and other financial
requirements; the history of operations, if any; prospects for
the future; the nature of present and expected competition; the
quality and experience of management services which may be
available and the depth of the management; the potential for
further research, development or exploration; the potential for
growth and expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, trade or
service marks, name identification; and other relevant factors.
Generally, the Company will analyze all available factors in
the circumstances and make a determination based upon a composite
of available facts, without reliance upon any single factor as
controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the
basis of that review, the legal structure or method of
participation deemed by management to be suitable will be
selected. Such structures and methods may include, but are not
limited to, leases, purchase and sale agreements, licenses, joint
ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company
may act directly or indirectly through an interest in a
partnership, corporation, or other form of organization.
Procedures
As part of the Company's investigation of business
opportunities, officers and directors may meet personally with
management and key personnel of the firm sponsoring the business
opportunity, visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
conduct other reasonable measures.
The Company will generally request that it be provided with
written materials regarding the business opportunity containing
such items as a description of product, service and company
history; management resumes; financial information; available
projections with related assumptions upon which they are based;
an explanation of proprietary products and services; evidence of
existing patents, trademarks or service marks or rights thereto;
present and proposed forms of compensation to management; a
description of transactions between the prospective entity and
its affiliates; relevant analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; and other information deemed relevant.
Competition
The Company expects to encounter substantial competition in
its efforts to acquire a business opportunity. The primary
competition is from other companies organized and funded for
similar purposes, small venture capital partnerships and
corporations, small business investment companies and wealthy
individuals.
3
Employees
The Company does not currently have any employees but relies
upon the efforts of its officers and directors to conduct the
business of the Company.
Item 2. Description of Property.
The Company does not currently own any property. The
Company utilizes office space in the residence of Bradley S.
Shepherd at no cost. Until such time as the Company pursues a
viable business opportunity and recognizes income, it will not
seek independent office space.
Item 3. Legal Proceedings.
No legal proceedings are threatened or pending against the
Company or any of its officers or directors. Further, none of
the Company's officers or directors or affiliates of the Company
are parties against the Company or have any material interests in
actions that are adverse to the Company's interests.
Item 4. Submission of Matters to a Vote of Securities Holders.
No matters were submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters.
As of March 27, 2001, the Company had 281 shareholders
holding 23,810,000 shares of common stock. Of the issued and
outstanding common stock, 1,110,000 are free trading, the balance
are restricted stock as that term is used in Rule 144.
The Company has never declared a dividend on its Common
Stock. The last bid for the Company's common stock was in June
1990 and the stock has not actively traded since that time. The
Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in
the foreseeable future. The Company's ability to pay dividends is
subject to limitations imposed by Delaware law. Under Delaware
law, dividends may be paid to the extent that the corporation's
assets exceed its liabilities and it is able to pay its debts as
they become due in the usual course of business.
Item 6. Management's Discussion and Analysis or Plan of
Operation.
The Company has little cash and has experienced losses from
inception. As of December 31, 2000, the Company had $740 cash on
hand. As of that date, the Company had $11,293 in accounts
payable. The Company has no material commitments for capital
expenditures for the next twelve months.
As of the date of this report, the Company has yet to
generate positive cash flow. Since inception, the Company has
primarily financed its operations through the sale of common
stock. The Company believes that its current cash needs can be
met with the cash on hand for at least the next twelve months.
However, should the Company obtain a business opportunity, it may
be necessary to raise additional capital. This may be
accomplished by selling common stock of the Company.
4
Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.
Item 7. Financial Statements.
The financial statements of the Company appear at the end of
this report beginning with the Index to Financial Statements on
page F-1.
Item 8. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure.
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons; Compliance With Section 16(a) of the Exchange Act.
The following table sets forth the name, age, position and
office term of each executive officer and director of the
Company.
Name Age Positions Since
Bradley S. Shepherd 40 Director, President, February 1993
Secretary/Treasurer
All directors serve until the next annual stockholders
meeting or until their successors are duly elected and qualified.
All officers serve at the discretion of the Board of Directors.
Set forth below is certain biographical information
regarding the Company's executive officer and director:
Bradley S. Shepherd, Director, President,
Secretary/Treasurer. Mr. Shepherd is the owner and manager of
Shepherd's Allstar Lanes, Inc., a bowling center, restaurant, and
lounge located in West Jordan, Utah. After managing the business
for three years, Mr. Shepherd purchased the business in June of
1993. Mr. Shepherd also manages and is trustee for the Roger L.
Shepherd Family Trust, which owns and leases commercial office
and warehouse buildings and residential properties in the Salt
Lake City area.
Other Reporting Company Activities. Bradley S. Shepherd is
currently an officer and director of Patriot Investment
Corporation, a reporting company, which is seeking to acquire a
business opportunity. The possibility exists that Mr. Shepherd
could become an officer and/or director of other reporting
companies in the future, although he has no intention of doing so
at the present time. Certain conflicts of interest are inherent
in the participation of the Company's officer and director as
management in other reporting companies, which may be difficult,
if not impossible, to resolve in all cases in the best interests
of the Company. Failure by management to conduct the Company's
business in its best interests may result in liability of
management of the Company to the shareholders.
Item 10. Executive Compensation
The Company's officers and directors do not receive any
compensation for services rendered to the Company, have not
received such compensation in the past, and is not accruing any
compensation
5
pursuant to any agreement with the Company. The officers and
directors of the Company will not receive any finder's fee from
the Company as a result of their efforts to implement the
Company's business plan outlined herein. However, the officers
and directors of the Company anticipate receiving benefits as
beneficial shareholders of the Company's common stock.
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.
Employment Contracts and Termination of Employment and Change in
Control Arrangement.
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any
person named in Cash Compensation set out above which would in
any way result in payments to any such person because of his
resignation, retirement, or other termination of such person's
employment with the Company or its subsidiaries, or any change in
control of the Company, or a change in the person's
responsibilities following a change of control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth as of March 27, 2001, the
number and percentage of the 23,810,000 shares of outstanding
common stock which, according to the information supplied to the
Company, were beneficially owned by (i) each person who is
currently a director of the Company, (ii) each executive officer,
(iii) all current directors and executive officers of the Company
as a group and (iv) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the
outstanding common stock. Except as otherwise indicated, the
persons named in the table have sole voting and dispositive power
with respect to all shares beneficially owned, subject to
community property laws where applicable.
Name and Address Amount Percentage
Bradley S. Shepherd (1) 12,000,000 50.40
6269 Jamestown Court
Salt Lake City, UT 84121
Officers, Directors and 12,000,000 50.40
Nominees as a Group:
1 person
(1) Officer and/or director.
Item 12. Certain Relationships and Related Transactions.
The Company utilizes office space at the residence of Mr.
Shepherd to conduct its activities at no charge to the Company.
During 2000, the Company's president loaned $5,200 to cover
operating expenses. The amount is non-interest bearing and due
on demand.
6
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
December 31, 2000.
Exhibits
None
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.
SICLONE INDUSTRIES, INC.
Date: March 29, 2001 By:/s/ Bradley S. Shepherd
President, Secretary & Treasurer
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: March 29, 2001 By: /s/ Bradley S. Shepherd
Director
7
C O N T E N T S
Independent Auditors' Report F-2
Balance Sheet F-3
Statements of Operations F-4
Statements of Stockholders' Equity (Deficit) F-5
Statements of Cash Flows F-9
Notes to the Financial Statements F-10
F-1
INDEPENDENT AUDITORS' REPORT
Board of Directors
Siclone Industries, Inc.
(A Development Stage Company)
Salt Lake City, Utah
We have audited the accompanying balance sheet of Siclone
Industries, Inc. (a development stage company) as of December 31,
2000 and the related statements of operations, stockholders'
equity (deficit) and cash flows for the years ended December 31,
2000 and 1999 and from inception of the development stage on
November 1, 1985 through December 31, 2000. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. 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 financial statements referred to above
present fairly, in all material respects, the financial position
of Siclone Industries, Inc. (a development stage company) as of
December 31, 2000 and the results of its operations and its cash
flows for the years ended December 31,2000 and 1999 and from
inception of the development stage on November 1, 1985 through
December 31, 2000, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has suffered
recurring losses from operations and has no operating capital
that together raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are also described in Note 3. The financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
HJ & Associates, LLC
Salt Lake City, Utah
March 19, 2001
F-2
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheet
ASSETS
December 31,
2000
CURRENT ASSETS
Cash $ 740
Total Current Assets 740
TOTAL ASSETS $ 740
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,093
Accounts payable - related party (Note 2) 10,200
Total Liabilities 11,293
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock: 5,000,000 shares authorized at
$0.001 par value; -0- shares issued and outstanding -
Common stock: 30,000,000 shares authorized
at $0.001 par value; 23,810,000 shares issued and
outstanding 23,810
Additional paid-in capital 583,693
Deficit accumulated during the development stage (618,056)
Total Stockholders' Equity (Deficit) (10,553)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 740
The accompanying notes are an integral part of these financial
statements.
F-3
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
From
Inception on
November 1,
For the Years Ended 1985 through
December 31, December 31,
2000 1999 2000
REVENUES $ - $ - $ -
EXPENSES (5,451) (9,343) (22,553)
LOSS FROM DISCONTINUED
OPERATIONS - - (595,503)
NET LOSS $ (5,451) $ (9,343)$ (618,056)
BASIC LOSS PER SHARE $ (0.00) $ (0.00)
The accompanying notes are an integral part of these financial
statements.
F-4
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
November 1, 1985 - $ - $ - $ -
Issuance of 500,000 shares
of common stock to Officers
and Directors for cash on
November 1, 1985 at
$0.02 per share 500,000 500 9,500 -
Cancellation of 140,000
shares on February 7, 1986 (140,000) (140) 140 -
Cancellation of 300,000 shares
on October 1, 1986 (300,000) (300) 300 -
Issuance of 1,000,000 shares
of common stock to the public
offered March 26, 1986 at
$0.10 per share 1,000,000 1,000 99,000 -
Deferred offering costs
offset against additional
paid-in capital - - (18,678) -
Issuance of 10,700,000
shares of common stock
October 10, 1986 at $0.05
per share 10,700,000 10,700 483,251
Issuance of 50,000 shares
for promotional services at
$0.001 per share 50,000 50 - -
Accumulated losses from
formation on November 1, 1985
through December 31, 1987 - - - (502,196)
Balance,
December 31, 1987 11,810,000 $ 11,810 $ 573,513 $ (502,196)
The accompanying notes are an integral part of these financial
statements.
F-5
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
December 31, 1987 11,810,000 $ 11,810 $ 573,513 $ (502,196)
Net loss for the year ended
December 31, 1988 - - - (92,783)
Balance,
December 31, 1988 11,810,000 11,810 573,513 (594,979)
Cash contributed to additional
paid-in capital - - 10,180 -
Net loss for the year ended
December 31, 1989 - - - (524)
Balance,
December 31, 1989 11,810,000 11,810 583,693 (595,503)
Net loss for the year ended
December 31, 1990 - - - -
Balance,
December 31, 1990 11,810,000 11,810 583,693 (595,503)
Net loss for the year ended
December 31, 1991 - - - (758)
Balance,
December 31, 1991 11,810,000 $ 11,810 $ 583,693 $ (596,261)
The accompanying notes are an integral part of these financial
statements.
F-6
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
December 31, 1991 11,810,000 $ 11,810 $ 583,693 $ (596,261)
Net loss for the year ended
December 31, 1992 - - - (651)
Balance,
December 31, 1992 11,810,000 11,810 583,693 (596,912)
Issuance of 1,000,000 shares
of common stock to officer for
cash June 7, 1993 at $0.001
per share 1,000,000 1,000 - -
Net loss for the year ended
December 31, 1993 - - - (2,513)
Balance,
December 31, 1993 12,810,000 12,810 583,693 (599,425)
Net loss for the year ended
December 31, 1994 - - - -
Balance,
December 31, 1994 12,810,000 12,810 583,693 (599,425)
Issuance of 11,000,000 shares
of common stock to officer for
cash at $0.001 per share 11,000,000 11,000 - -
Net loss for the year ended
December 31, 1995 - - - (438)
Balance,
December 31, 1995 23,810,000 $ 23,810 $ 583,693 $(599,863)
The accompanying notes are an integral part of these financial
statements.
F-7
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
Shares Amount Capital Stage
Balance,
December 31, 1995 23,810,000 $ 23,810 $ 583,693 $ (599,863)
Net loss for the year ended
December 31, 1996 - - - (1,256)
Balance,
December 31, 1996 23,810,000 23,810 583,693 (601,119)
Net loss for the year ended
December 31, 1997 - - - (1,373)
Balance,
December 31, 1997 23,810,000 23,810 583,693 (602,492)
Net loss for the year ended
December 31, 1998 - - - (770)
Balance,
December 31, 1998 23,810,000 23,810 583,693 (603,262)
Net loss for the year ended
December 31, 1999 - - - (9,343)
Balance,
December 31, 1999 23,810,000 23,810 583,693 (612,605)
Net loss for the year ended
December 31, 2000 - - - (5,451)
Balance,
December 31, 2000 23,810,000 $ 23,810 $ 583,693 $ (618,056)
The accompanying notes are an integral part of these financial statements
.
F-8
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
The accompanying notes are an integral part of these financial statements.
F-9
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was incorporated in the State of Delaware on
November 1, 1985 under the name McKinnely Investments,
Inc. In November 1986, the Company changed its name to
Acculine Industries, Incorporated and in May 1988 to
Siclone Industries, Inc.
The Company was incorporated for the purpose of providing
a vehicle, which could be used to raise capital and seek
business opportunities.
b. Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. The Company has elected a
calendar year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid
investments with maturities of three months or less at
the time of acquisition.
d. Basic Loss Per Share
The computations of basic loss per share of common stock
are based on the weighted average number of shares
outstanding during the period.
For the Year Ended
December 31, 2000
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ (5,451) 23,810,000 $(0.00)
For the Year Ended
December 31, 1999
Loss Shares Per Share
(Numerator) (Denominator) Amount
$ (9,343) 23,810,000 $(0.00)
F-10
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
e. Provision for Taxes
At December 31, 2000, the Company had net operating loss
carryforwards of approximately $600,000 that may be
offset against future taxable income through 2020. No
tax benefit has been reported in the consolidated
financial statements as the Company believes that the
carryforwards will expire unused. Accordingly, the
potential tax benefits of the net operating loss
carryforwards are offset by a valuation allowance of the
same amount.
The income tax benefit differs from the amount computed
at federal statutory rates of approximately 38% as
follows:
For the Years Ended
December 31,
2000 1999
Income tax benefit at statutory rate $ 2,071 $ 3,550
Change in valuation allowance (2,071) (3,550)
$ - $ -
Deferred tax assets (liabilities) are comprised of the
following:
For the Years Ended
December 31,
2000 1999
Income tax benefit at statutory rate $ 234,000 $ 232,000
Change in valuation allowance (234,000) (232,000)
$ - $ -
Due to the change in ownership provisions of the Tax
Reform Act of 1986, net operating loss carryforwards for
Federal income tax reporting purposes are subject to
annual limitations. Should a change in ownership occur,
net operating loss carryforwards may be limited as to use
in future years.
F-11
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 2000 and 1999
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
f. Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts
of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 2 - RELATED PARTY TRANSACTIONS
During 1993, the Company's president purchased 1,000,000
shares of common stock for $1,000. During 1995, the
Company's president purchased an additional 11,000,000
shares of common stock for $11,000.
During 1999, the Company's president loaned $5,000 to
cover operating expenses. During 2000, the Company's
president loaned an additional $5,200 to cover operating
expenses. The amount is non-interest bearing and due on
demand.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of
assets and liquidation of liabilities in the normal
course of business. However, the Company has little cash
and has experienced losses from inception. Without
realization of additional adequate financing, it would be
unlikely for the Company to pursue and realize its
objectives. The Company intends to seek a merger with an
existing operating company. In the interim, an officer
of the Company has committed to meeting its operating
expenses.
F-12