10QSB: Optional form for quarterly and transition reports of small business issuers
Published on November 14, 2001
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 000-25809
SICLONE INDUSTRIES, INC.
(Exact name of small business issuer as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization) |
87-0429748
(IRS Employer Identification No.) |
6269 Jamestown Court, Salt Lake City, Utah 84121
(Address of principal executive offices)
801-566-6627
(Issuer's telephone number)
Not Applicable
(Former name, address and fiscal year, if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes of common equity, as of September 30, 2001: 23,810,000 shares of common stock.
Transitional Small Business Format: Yes [ ] No [ X ]
FORM 10-QSB
SICLONE INDUSTRIES, INC.
INDEX
Page |
PART I. Financial Information |
Item I. Financial Statements (unaudited)
Condensed Balance Sheets - September 30, 2001 (unaudited) and December 31, 2000 Condensed Statements of Operations (unaudited) for the Nine Months Ended September 30, 2001 and 2000, and for the Period from November 1, 1985 (Inception) to September 30, 2001 Statement of Stockholders Equity (Deficit) Statements of Cash Flows (unaudited) for the Nine Months Ended September 30, 2001 and 2000, and from the Period from November 1, 1985 (Inception) to September 30, 2001 Notes to Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition |
3
4 5 6 10 11 12 |
PART II. Other Information
Item 6. Exhibits and Reports on Form 8-K |
13 |
Signatures | 13 |
(Inapplicable items have been omitted)
PART I.
Financial Information
Item 1. Financial Statements (unaudited)
In the opinion of management, the accompanying unaudited financial statements included in this Form 10-QSB reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
September 30, | December 31, | |
2001 | 2000 | |
(Unaudited) | ||
CURRENT ASSETS | ||
Cash | $ 406 | $ 740 |
_____________ | ______________ | |
Total Current Assets | 406 | 740 |
_____________ | ______________ | |
TOTAL ASSETS | $ 406 | $ 740 |
_____________ | ______________ |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES | ||
Accounts payable | $ - | $ 1,093 |
Accounts payable - related party | 14,706 | 10,200 |
Total Liabilities | 14,706 | 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 |
23,810 |
Additional paid-in capital | 583,693 | 583,693 |
Deficit accumulated during the development stage | (621,803) | (618,056) |
Total Stockholders' Equity (Deficit) | (14,300) | (10,553) |
TOTAL LIABILITIES AND STOCKHOLDERS; | ||
EQUITY (DEFICIT) |
$ 406 | $ 740 |
The accompanying notes are an integral part of these financial statements.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | From Inception on November 1,1985 Through September 30, | |||
2001 | 2000 | 2001 | 2000 | 2001 | |
REVENUES | $ - | $ - | $ - | $ - | $ - |
EXPENSES | (1,341 ) | (1,640 ) | (3,747) | (4,359) | (26,300 ) |
LOSS FROM DISCONTINUED OPERATIONS |
- |
- |
- |
- |
(595,503 ) |
NET LOSS | $ (1,341 ) | $ (1,640 ) | $ (3,747) | $ (4,359) | $ (621,803) |
BASIC LOSS PER SHARE | $ (0.00 ) | $ (0.00 ) |
$ (0.00) | $ (0.00 ) | |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
23,810,000 |
23,810,000 |
23,810,000 |
23,810,000 |
The accompanying notes are an integral part of these financial statements.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Common Stock |
Additional Paid-In |
Deficit Accumulated During the 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.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Common Stock |
Additional Paid-In |
Deficit Accumulated During the 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.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Common Stock |
Additional Paid-In |
Deficit Accumulated During the 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.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
Common Stock |
Additional Paid-In |
Deficit Accumulated During the 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) |
Net loss for the nine months ended September 30, 2001 (unaudited) | - | - | - | (3,747) |
Balance, September 30, 2001 (unaudited) | 23,810,000 | $ 23,810 | $ 583,693 | $ (621,803 ) |
The accompanying notes are an integral part of these financial statements.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
For the Nine Months Ended September 30, |
From Inception on November 1, 1985 Through September 30, | ||
2001 | 2000 | 2001 | |
_______________________ | _______________________ | _______________________ | |
OPERATING ACTIVITIES: | |||
Net loss | $ (3,747) | $ (4,359) | $ (621,803) |
Adjustments to reconcile net loss to net cash (used) by operating activities: | |||
Shares issued for services | - | - | 50 |
Changes in operating assets and liabilities: | |||
Increase in accounts payable and accounts payable - related party | 3,413 |
4,723 | 14,706 |
Net Cash Provided (Used) by Operating Activities | (334) | 364 | (607,047) |
INVESTING ACTIVITIES: | - | - | - |
FINANCING ACTIVITIES: | |||
Additional capital contributed | - | - | 10,180 |
Stock offering costs | - | - | (18,678) |
Issuance of common stock | - | - | 615,951 |
Net Cash Provided by Financing Activities | - | - | 607,453 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (334) | 364 | 406 |
CASH AT BEGINNING OF PERIOD | 740 | 178 | - |
CASH AT END OF PERIOD | $ 406 | $ 542 | $ 406 |
CASH PAID FOR | |||
Interest | $ - | $ - | $ - |
Income taxes | $ - | $ - | $ - |
Schedule of Non-Cash Financing Activities: | |||
Shares issued for services | $ - | $ - | $ 50 |
The accompanying notes are an integral part of these financial statements.
SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Financial Statements
September 30, 2001 and December 31, 2000
NOTE 1 - BASIS OF FINANCIAL STATEMENT PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed consolidated financial statements include normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its December 31, 2000 Annual Report on Form 10-KSB. Operating results for the nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001.
NOTE 2 - 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.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION OR PLAN OF OPERATION
Forward-Looking Statement Notice
When used in this report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed under the "Item 6. Management's Discussion and Analysis of Financial Condition or Plan of Operations," and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.
Three Month period Ended September 30, 2001 and 2000
The Company had no revenue from continuing operations for the three month periods ended September 30, 2001 and 2000.
General and administrative expenses for the three month period ended September 30, 2001 and 2000, consisted of general corporate administration, legal and professional expenses, and accounting and auditing costs. These expenses were $1,341 and $1,640 for the three month period ended September 30, 2001 and 2000, respectively.
As a result of the foregoing factors, the Company realized a net loss of $1,341 for the three months ended September 30, 2001, as compared to a net loss of $1,640 for the same period in 2000.
Nine Month periods Ended September 30, 2000 and 1999
The Company had no revenue from continuing operations for the nine month periods ended September 30, 2001 and 2000.
General and administrative expenses for the nine month periods ended September 30, 2001 and 2000, consisted of general corporate administration, legal and professional expenses, and accounting and auditing costs. These expenses were $3,747 and $4,359 for the nine-month periods ended September 30, 2001 and 2000, respectively.
As a result of the foregoing factors, the Company realized a net loss of $3,747 for the nine months ended September 30, 2001, as compared to a net loss of $4,359 for the same period in 2000.
Liquidity and Capital Resources
At September 30, 2001, the Company had cash in hand of $406 compared to $740 at December 31, 2000. The Company has accounts payable in the amount of $14,706 to a related party for the period ending September 30, 2001 and $11,293 at December 31, 2000 of which $10,200 was payable to a related party.
Management believes that the Company has sufficient cash and short-term investments to meet the anticipated needs of the Company's operations through at least the next 12 months. However, there can be no assurances to that effect, as the Company has no significant revenues and the Company's need for capital may change dramatically if it acquires an interest in a business opportunity during that period. The Company may accept loans from officers, seek equity financing or other debt financing arrangements if necessary. The Company's current operating plan is to (i) handle the administrative and reporting requirements of a pubic company, and (ii) search for potential businesses, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business venture, and there can be no assurance that the Company will identify a business venture suitable for acquisition I the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage any business venture it acquires.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
Reports on Form 8-K: No reports on Form 8-K were filed by the Company during the quarter ended September 30, 2001.
Exhibits: None
SIGNATURES
In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SICLONE INDUSTRIES, INC.
Date: November 9, 2001 By: /s/ Bradley S. Shepherd
Bradley S. Shepherd,
President, Secretary and Treasurer