10QSB: Optional form for quarterly and transition reports of small business issuers
Published on May 17, 2004
U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended March 31, 2004
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
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)
DELAWARE 87-042699
(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, former address and former fiscal year, if changed since last
report)
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 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 filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under plan confirmed by a court. Yes ____No ____
APPLICABLE ONLY TO CORPORATE ISSUERS
The aggregate number of shares issued and outstanding of the issuer's common
stock as of March 31, 2004 was 23,810,000 shares of $0.001par value.
Transitional Small Business Disclosure Format (Check one):
Yes [ ] No [X]
Inapplicable items have been omitted
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PART I- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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 the Financial Statements
March 31, 2004 and December 31, 2003
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 accounting principles generally
accepted in the United States of America have been condensed or
omitted in accordance with such rules and regulations. The information
furnished in the interim condensed 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 consolidated financial
statements be read in conjunction with the Company's most recent
audited financial statements and notes thereto included in its
December 31, 2003 Annual Report on Form 10-KSB. Operating results for
the three months ended March 31, 2004 are not necessarily indicative
of the results that may be expected for the year ending December 31,
2004.
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
OPERATIONS
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
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 2. 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.
DESCRIPTION OF BUSINESS
Siclone Industries, Inc., 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.
We have not had active business operations inception and are considered a
development stage company. In 1993, we 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 our books and
records and to seek business opportunities for acquisition or participation.
Siclone intends to seek, investigate, and if warranted, acquire an interest in a
business opportunity. We will not restrict our search to any particular
industry or geographical area and may, therefore, engage in essentially any
business in any industry. Our management 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 we will be able to identify and acquire
any business opportunity which will ultimately prove to be beneficial to the
Company and its shareholders.
Our activities are subject to several significant risks which arise primarily as
a result of the fact that Siclone 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 our
shareholders.
SOURCES OF OPPORTUNITIES
We anticipate that business opportunities may arise from various sources,
including our officers and directors, professional advisers, securities
broker-dealers, venture capitalists, members of the financial community, and
others who may present unsolicited proposals.
We will seek potential business opportunities from all known sources, but will
rely principally on the personal contacts of our officers and directors as well
as indirect associations between them and other business and professional
people. Although we do not anticipate engaging professional firms specializing
in business acquisitions or reorganizations, such firms may be retained if
management deems it in our best interests. In some instances, we may publish
notices or advertisements seeking a potential business opportunity in financial
or trade publications.
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CRITERIA
We will not restrict our search to any particular business, industry or
geographical location. Siclone may acquire or enter into a business in any
industry and in any stage of development. This may include a business or
opportunity involving a "start up" or new company. In seeking a business
venture, management's decision 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, management 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 ongoing 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.
Management 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.
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COMPETITION
We expect to encounter substantial competition in our 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.
EMPLOYEES
We do not currently have any employees. We rely upon the efforts of our
officers and directors to conduct our business.
RESULTS OF OPERATIONS FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2004 AND 2003
Siclone has not generated any revenues through March 31, 2004. Expenses for the
three-month period ended March 31, 2004 were $2,107 compared to expenses of
$2,166 during the same period in 2003. Expenses during both periods consisted
mainly of professional, legal and accounting costs related to our public
filings.
As a result of the foregoing factors, we realized a net loss of $2,107 for the
three-month period ended March 31, 2004, compared to a net loss of $2,166 for
the three-month period ended March 31, 2003.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2004 our total assets consisted of $317 in cash. Total liabilities
at March 31, 2004 were $33,602 consisting of $28,587 in accounts payable and
$5,015 in accrued interest. At December 31, 2003, the Company had $352 in cash
and liabilities consisting of $31,530 in liabilities.
In recent years we have relied on advances from our president to cover our
operating costs. Management anticipates that we will receive sufficient
advances from our president to meet our needs through the next 12 months.
However, there are no formal agreements or understandings to that effect.
PLAN OF OPERATION
Our management intends to actively seek business opportunities during the next
twelve months. If we identify a suitable business opportunity during the year
our need for capital may change dramatically. Should we require additional
capital, we may seek additional advances from officers, sell common stock or
find other forms of debt financing. To date we have not pursued any business
opportunities and there can be no assurance that we will identify a business
venture suitable for acquisition in the future. In addition, we cannot assure
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.
Our current operating plan is to continue searching for potential businesses,
products, technologies and companies for acquisition and to handle the
administrative and reporting requirements of a public company. To demonstrate
our commitment to maintaining ethical reporting and business practices, we have
recently filed a Code of Ethics and Business Conduct.
ITEM 3. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. Based on the evaluation of
our disclosure controls and procedures (as defined in Securities Exchange Act of
1934 Rules 13a-15(e) and 15d-15(e)) required by Securities Exchange Act Rules
13a-15(b) or 15d-15(b), our Chief Executive Officer and our Chief Financial
Officer have concluded that as of the end of the period covered by this report,
our disclosure controls and procedures were effective.
(b) Changes in internal controls. There were no changes in our internal control
over financial reporting that occurred during our most recent fiscal quarter
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports were filed on Form 8-K by Siclone Industries during the three-month
period ended March 31, 2004.
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.
By: /s/ Bradley S. Shepherd
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Bradley S. Shepherd
Chief Executive Officer and
Chief Financial Officer
Date: May 17, 2004
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