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: June 30, 2002
( )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:000-1118344
ZURICKIRCH CORP
(Exact name of registrant as specified in charter)
| Nevada | 84-1405298 |
| State or other jurisdiction of incorporation or organization | (I.R.S. Employer I.D. No.) |
3945 Wasatch Blvd #282, Salt Lake City, Utah84124
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code:(801)278-8000
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. (1) Yes [X] No [ ] (2) 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 REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the last practicable date.
Class Outstanding as of June 30, 2002
Common Stock, $0.001 10,000,000
Transitional Small Business Format: Yes [ ] No [X]
Documents incorporated by reference: None
FORWARD-LOOKING INFORMATION
THIS FORM 10QSB AND OTHER STATEMENTS ISSUED OR MADE FROM TIME TO TIME BY THE COMPANY OR ITS REPRESENTATIVES CONTAIN STATEMENTS WHICH MAY CONSTITUTE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED BY THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995, 15 U.S.C.A. SECTIONS 77Z-2 AND 78U-5. THOSE STATEMENTS INCLUDE STATEMENTS REGARDING THE INTENT, BELIEF OR CURRENT EXPECTATIONS OF THE COMPANY AND MEMBERS OF ITS MANAGEMENT TEAM AS WELL AS THE ASSUMPTIONS ON WHICH SUCH STATEMENTS ARE BASED.
PROSPECTIVE INVESTORS ARE CAUTIONED THAT ANY SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTEMPLATED BY SUCH FORWARD-LOOKING STATEMENTS. IMPORTANT FACTORS CURRENTLY KNOWN TO MANAGEMENT THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN FORWARD- LOOKING STATEMENTS ARE SET FORTH HEREIN. THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE FORWARD-LOOKING STATEMENTS TO REFLECT CHANGED ASSUMPTIONS, THE OCCURRENCE OF UNANTICIPATED EVENTS OR CHANGES TO FUTURE OPERATING RESULTS OVER TIME.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying balance sheets of Zurickirch Corp. (a development stage company) at June 30, 2002 and December 31, 2001, and the statements of operations for the three and six month periods ended June 30, 2002 and 2001 and the period from May 9, 1997 to June 30, 2002, and the cash flows for the six months ended June 30, 2002 and 2001, and the period from January 1, 1991 to June 30, 2002, have been prepared by the Company's management and they include all information and notes to the financial statements necessary for a complete presentation of the financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the quarter ended June 30, 2002 are not necessarily indicative of the results that can be expected for the year ending December 31, 2002.
ZURICKIRCH CORP.
(Development Stage Company)
BALANCE SHEETS
June 30, 2002 and December 31, 2001
| June 30, | Dec 31, | |
| 2002 | 2001 | |
| ASSETS | ||
| CURRENT ASSETS | ||
| Cash | $ 26 | $ 3,791 |
| ___________ | ___________ | |
| Total Current Assets | $ 26 | $ 3,791 |
| ___________ | ___________ | |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| CURRENT LIABILITIES | ||
| Notes payable - related parties - Note 3 | $ - | $ 50,466 |
| ___________ | ___________ | |
| Total Current Liabilities | - | 50,466 |
| ___________ | ___________ | |
| STOCKHOLDERS' EQUITY | ||
| Preferred stock | ||
| 10,000,000 shares authorized at $0.001 par value; none outstanding | - | - |
| Common stock | ||
| 50,000,000 shares authorized at $0.001 par value; 10,000,000 issued and outstanding at March 31, 2002; 6,745,000 at December 31, 2001 | 10,000 | 6,745 |
| Capital in excess of par value | 366,208 | 312,957 |
| Accumulated deficit during the development stage | (376,182) | (366,377) |
| Total Stockholders' Equity (Deficiency) | 26 | (46,675) |
| ___________ | ___________ | |
| $ 26 | $ 3,791 | |
| ___________ | ___________ |
The accompanying notes are an integral part of these financial statements.
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2002 and 2001 and the
period May 9, 1997 (date of inception) to June 30, 2002
| Three Months June 30, 2002 | Three Months June 30, 2001 | Six Months June 30, 2002 | Six Months June 30, 2001 | Period May 9, 1997 2002 to June 30, 2002 | |
| REVENUES | $ - | $ - | $ - | $ - | $ - |
| EXPENSES | |||||
| Product development | - | 34,219 | - | 56,264 | 111,122 |
| Administrative | 390 | 25,927 | 9,805 | 45,581 | 160,512 |
| Interest expense | - | - | - | - | 2,348 |
| Depreciation | - | 225 | - | 450 | 2,500 |
| ___________ | ___________ | ___________ | ___________ | ___________ | |
| 390 | 60,371 | 9,805 | 102,295 | 276,482 | |
| ___________ | ___________ | ___________ | ___________ | ___________ | |
| NET LOSS FROM OPERATIONS | (390) | (60,371) | (9,805) | (102,295) | (276,482) |
| DISCONTINUED OPERATIONS | |||||
| Loss from abandoned business activity | - | - | - | - | (99,700) |
| ___________ | ___________ | ___________ | ___________ | ___________ | |
| NET LOSS | $ (390) | $ (60,371) | $ (9,805) | $ (102,295) | $(376,182) |
| ___________ | ___________ | ___________ | ___________ | ___________ | |
| NET LOSS PER COMMON SHARE | |||||
| Basic | $ - | $ (.01) | $ - | $ (.01) | |
| ___________ | ___________ | ___________ | ___________ | ||
| AVERAGE OUTSTANDINGSHARES | |||||
| Basic (in 1000's) | 10,000 | 6,745 | 10,000 | 6,745 |
The accompanying notes are an integral part of these financial statements.
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2002 and 2001, and the
Period May 9, 1997 (date of inception) to June 30, 2002
| June 30, 2002 | June 30, 2001 | Period May 9, 1997 to June 30, 2002 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Net loss | $ (9,805) | $ (102,295) | $ (376,182) |
| Adjustments to reconcile net loss to net cash provided by operating activities | |||
| Changes in accounts payable | - | (50,747) | 50,466 |
| Common capital stock issued for services | - | - | 1,030 |
| Contribution to capital - expenses - related parties | - | - | 990 |
| Depreciation | - | 450 | 2,500 |
| ___________ | ___________ | ___________ | |
| Net Cash From (Used) in Operations | (9,805) | (152,592) | (321,196) |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Purchase office equipment | - | - | (4,500) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Contributions to capital - cash - related party | 6,040 | - | 6,040 |
| Proceeds from notes payable - | - | - | 77,447 |
| Proceeds from issuance of common stock | - | 175,447 | 242,235 |
| ___________ | ___________ | ___________ | |
| Net Increase (Decrease) in Cash | (3,765) | 22,855 | 26 |
| Cash at Beginning of Period | 3,791 | 204 | - |
| ___________ | ___________ | ___________ | |
| Cash at End of Period | $ 26 | $ 23,059 | $ 26 |
| ___________ | ___________ | ___________ |
| NON CASH FLOWS FROM OPERATING AND FINANCIAL ACTIVITIES | |
| Issuance of 1,030,000 common shares for services - 1997 | $ 1,030 |
| Contributions to capital by officer - expenses | 990 |
| Issuance of 1,550,000 for payment of debt - 2001 | 145,447 |
| Issuance of 3,255,000 for payment of debt - 2002 | 50,466 |
The accompanying notes are an integral part of these financial statements.
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on May 9, 1997 with authorized common stock of 50,000,000 shares with a par value of $.001 and preferred stock of 10,000,000 shares with a par value of $.001 with the name "Weston Caribbean Corp". No terms and conditions have been determined by management for the preferred capital stock. On March 9, 2000 the name was changed to "Zuric Kirch Acquisitions, Inc." and on April 17, 2000 to "ZuricKirch Corp."
The Company has been in the business of the development of resort properties in the Caribbean however during 1998 the business purpose was changed to the health products industry. The company sustained a loss of $99,700 (with no adjustment for income tax) during its investigation of a potential development property in the Caribbean.
The Company has not started operations and is in the development stage.
During May, 2000 the Company completed a private placement offering of 435,000 common shares of its capital stock for $43,565 and during April and May 2001 an offering of 1,000,000 shares for $100,000.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On June 30, 2002, the Company had a net operating loss carry forward of $376,182. The income tax benefit of approximately $112,855 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The loss carryover expires in the years from 2013 through 2023.
Financial Instruments
The carrying amounts of financial instruments, including cash, are considered by management to be their estimated fair values.
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS -continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding, after the stock split. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.
3. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY
Transactions with related parties have been completed between the Company and the president- director and family which consists of the following.
Acquisition of 78% of the outstanding common capital stock after the issuance of stock listed below.
During March 2002 a demand interest bearing loan to the Company of $50,466, and interest, was paid by the issuance 3,255,000 shares.
4. GOING CONCERN
The Company does not have sufficient working capital to service its debt and to develop the products for the health care field, however, the management has developed a strategy to obtain the additional working capital needed through additional equity funding and long term debt which will enable the Company to conduct operations for the coming year.
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS -continued
5. SUBSEQUENT EVENTS
Effective August 2, 2002 the Company acquired all of the issued and outstanding stock of Aspect Semiquip International, Inc., an Arizona corporation, ("ASI"). As a result of the shares exchanged the ASI shareholders hold approximately 83% of the Company's stock following the cancellation of 6,000,000 shares .
ASI is a manufacturer of capital equipment used in the production of semiconductor devices, including re-manufactured single chamber dry etch equipment, re-manufactured process chillers, ecth-system consumables, spares and sub assemblies for Lam Research Corporation AutoEtch(tm), Rainbow(tm) and TCP(tm) etch tools, as well as its own line of single-chamber etch equipment.
ITEM 2. PLAN OF OPERATIONS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
Background
Initially, our company was in the business of the development of resort properties in the Caribbean; however, during 1998 the business purpose was changed to the health products industry specializing in health and nutritional supplements. We sustained a loss of $99,700 (with no adjustment for income tax - see note 2) during our investigation of a potential development property in the Caribbean. In 2000 we filed a Registration Statement on Form SB-2 to raise up to $100,000 for the pursuit of our new business purpose. The registration statement was declared effective subsequent to quarter end on April 3, 2001. Until our acquisition, set forth below, we have been in the development stage and have had no revenues.
Since the filing of our Quarterly Report on Form 10QSB for the period ended March 31, 2002, we executed an Agreement and Plan of Reorganization with Aspect Semiquip International, Inc. ("ASI"), an Arizona corporation specializing in semiconductor technology. The Agreement was finalized and closed on August 2, 2002 (See Item 5. Subsequent Events, below). Our decision to enter into this transaction was a result of our failure to achieve even a limited success with our intended nutritional supplement business as well as both a lack of funds and a lack of possible additional financing to continue with our efforts to effect our business plan. Although we successfully completed our offering, the $100,000 in gross proceeds combined with additional funds contributed by management were not sufficient for us to successfully implement our plan. Our decision to remain open to other opportunities was a result of both a lack of successful implementation of our business plan as well as various factors including the post September 11 economy when sales markets for our products slowed considerably.
Plan of Operation
ASI is focusing on increasing its revenues that are derived from cyclical-resistant sources such as replacement parts, consumable items, and contract engineering services, which accounted for approximately $5 million in revenue for calender year 2000. In addition, ASI is expecting system sales to increase over the next twelve months to approach the year 2000 equipment sales revenues of $9 million. The equipment sales will be enhanced by ASI's rollout of a new proprietary line of dry-plasma etch equipment targeted towards the MEMS market and for use in semiconductor materials such as gallium arsenide.
The replacement parts and consumable products will be increased not only through additional market penetration, but also by the expected acquisition of a product line from a major OEM of capital equipment for the semiconductor industry. Once this acquisition is complete, ASI will use its core competency to take on additional "legacy" product lines from major OEMs who desire to spend their resources on developing cutting edge technology.
ASI has facilities in Arizona and Texas at this time, and is attempting to complete joint ventures and acquisitions which would provide it with facilities in Germany, Singapore as well as San Jose California.
Liquidity, Capital Resources and Need for Additional Financing
Based upon ASI's lines of credit currently available, and its management's willingness to extend credit to the Company and/or invest in the Company, the Company believes that its existing capital will be sufficient to meet the Company's cash needs required for the next three months, but not for the next twelve months. As a result, ASI is currently attempting to refinance a $1.2 million line of credit, and is seeking an increased credit line of another $2 million to provide for the purchase of additional inventory required to consummate acquisition of a product line that has a current run rate of over $10 million per year. ASI is seeking an additional $3 million to finalize the R&D on the new proprietary etch tool ("Crystal") and to produce the first 10 beta tools for sale to both commercial wafer fabricators as well as research institutions such as MIT and Stanford.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None; not applicable.
ITEM 2. CHANGES IN SECURITIES.
None; not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None; not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None; not applicable
ITEM 5. OTHER INFORMATION.
Subsequent Events
Effective August 2, 2002, Zurickirch Corp. acquired, pursuant to an Agreement and Plan of Reorganization, all of the issued and outstanding shares of stock of Aspect Semiquip International, Inc., an Arizona corporation ("ASI"). As a result of the share exchange, the ASI shareholders now hold shares representing approximately eighty-three percent (83%) of the Company's capital stock following cancellation of 6,000,000 shares of common stock, and ASI became a wholly-owned subsidiary of Zurickirch Corp.
ASI is a manufacturer of capital equipment used in the production of semiconductor devices, including re-manufactured single chamber dry etch equipment, re-manufactured process chillers, etch-system consumables, spares and sub assemblies for Lam Research Corporation AutoEtch(tm), Rainbow(tm) and TCP(tm) etch tools, as well as its own line of single-chamber etch equipment.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
No other exhibits were filed on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized.
Zurickirch Corp.
Dated: August 19, 2002 By: /s/ John Chris Kirch
John Chris Kirch, Chief Executive Officer, Chief Financial Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Zurickirch Corp. (the "Company") on Form 10-QSB for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the Date hereof (the "Report"), the undersigned certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
Dated: August 19, 2002 By: /s/ John Chris Kirch
John Chris Kirch
Chief Executive Officer
Dated: August 19, 2002 By: /s/ John Chris Kirch
John Chris Kirch
Chief Financial Officer
