10QSB: Optional form for quarterly and transition reports of small business issuers
Published on May 15, 2003
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 March 31, 2003
[ ] 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 87-0429748
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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 March 31, 2003: 23,810,000 shares of common stock, $.001 par
value.
Transitional Small Business Format: Yes [ ] No [ X ]
(Inapplicable items have been omitted)
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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.
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The accompanying notes are an integral part of these financial statements
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The accompanying notes are an integral part of these financial statements
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The accompanying notes are an integral part of these financial statements
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The accompanying notes are an integral part of these financial statements
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The accompanying notes are an integral part of these financial statements
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The accompanying notes are an integral part of these financial statements
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The accompanying notes are an integral part of these financial statements
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SICLONE INDUSTRIES, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2003 and December 31, 2002
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, 2002 Annual Report on Form 10-KSB. Operating results for
the three months ended March 31, 2003 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2003.
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. 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.
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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 Management's Discussion and
Analysis of Financial Condition or Plan of Operation, and also include general
economic factors and conditions that may directly or indirectly impact the
Company's financial condition or results of operations.
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.
THREE MONTH PERIODS ENDED MARCH 31, 2003 AND 2002
The Company had no revenue from continuing operations for the three month
periods ended March 31, 2003 and 2002.
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Expenses for the three months ended March 31, 2003 were $2,166 compared to
expenses of $1,998 during the first three months of 2002. Expenses during both
periods consisted of general corporate administration, legal and professional
expenses, and accounting and auditing costs. As a result of the foregoing
factors, Siclone realized a net loss of $2,166 for the three months ended March
31, 2003 and a net loss of $1,998 for the comparable period in 2002.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2003, total assets consisted of $209 in cash compared to assets of
$209 in cash at December 31, 2002. Total current liabilities at March 31, 2003
were $25,749 consisting of $21,712 in accounts payable to a related party,
$2,414 in accrued expenses and $1,623 in other accounts payable. Liabilities at
December 31, 2002 consisted of $21,712 payable to a related party and $1,871 in
accrued interest.
In the past, Siclone has primarily relied on advances from officers to cover
operating costs. Management anticipates that Siclone will receive sufficient
advances from its current president to meet its needs through the next 12
months. However, there can be no assurances to that effect. Our need for
capital may change dramatically if we acquire an interest in a business
opportunity during the coming months. Should we require additional capital, we
may seek additional advances from officers, sell equity of the Company or find
other forms of debt financing.
Our current operating plan is to handle our administrative and reporting
requirements as a public company, and continue searching for potential
businesses, products, technologies and companies for acquisition. At present,
we have no understandings, commitments or agreements with respect to the
acquisition of any business venture, and there can be no assurance that we will
identify a business venture suitable for acquisition in the future. Further,
there can be no assurance that we will be successful in consummating any
acquisition on favorable terms or that we will be able to profitably manage any
business venture we acquire.
ITEM 3. CONTROLS AND PROCEDURES
Within the 90-day period prior to the date of this report, we evaluated the
effectiveness and operation of our disclosure controls and procedures pursuant
to Rule 13a-14 of the Securities Exchange Act of 1934. Based on that
evaluation, our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective. There have
been no significant changes in internal controls or other factors that could
significantly affect internal controls subsequent to the date we carried out our
evaluation.
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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 March
31, 2003.
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: May 14, 2003 By: /s/Bradley S. Shepherd
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Bradley S. Shepherd
President and Chief Financial Officer
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