UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 30, 2005
[ | ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _________ to __________
Commission file number 333-101133
Highland Clan Creations Corp. |
(Exact name of small business issuer as specified in its charter) |
|
Nevada |
| 98-0379351 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
#17 - 936 Peace Portal Drive, Blaine, Washington 98230 |
(Address of principal executive offices) |
(360) 306-5275 |
(Issuer's telephone number) |
n/a |
(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 a plan confirmed by a court. Yes o No o
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
2,807,500 common shares issued and outstanding as at January 23, 2006
Transitional Small Business Disclosure Format (Check one): | Yes o | No x |
PART I
Item 1. Financial Statements
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
HIGHLAND CLAN CREATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
(Unaudited)
|
| November 30, 2005 |
ASSETS |
|
|
|
|
|
Current assets |
|
|
Cash |
| $6,174 |
Inventory |
| 15,088 |
Deposits |
| 4,335 |
Total current assets |
| 25,597 |
|
|
|
Property & equipment, net |
| 2,269 |
|
|
|
Total Assets |
| $27,866 |
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT |
|
|
|
|
|
Current Liabilities |
|
|
Accounts payable and accrued expenses |
| $12,801 |
Accounts payable – related party |
| 58,181 |
Notes Payable, net |
| 94,445 |
Advances – shareholders |
| 3,600 |
Total current liabilities |
| 169,027 |
|
|
|
STOCKHOLDERS’ DEFICIT: |
|
|
Common stock, $.001 par value, 100,000,000 shares |
| 2,808 |
Additional paid in capital |
| 171,103 |
Accumulated other comprehensive income |
| 776 |
Deficit accumulated during the development stage |
| (315,848) |
Total Stockholders’ Deficit |
| (141,161) |
|
| $27,866 |
See accompanying notes to financial statements
HIGHLAND CLAN CREATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Three Months Ended November 30, 2005 and 2004,
and for the Period from April 1, 2002 (Inception) through November 30, 2005
(Unaudited)
|
|
| Inception through | ||
| 2005 |
| 2004 |
| 2005 |
|
|
|
|
|
|
Sales | $4,076 |
| $- |
| $11,206 |
|
|
|
|
|
|
Cost of Good Sold | (1,820) |
| - |
| (3,387) |
|
|
|
|
|
|
Gross Profit | 2,256 |
| - |
| 7,819 |
|
|
|
|
|
|
Expenses: |
|
|
|
|
|
General and Administrative | 43,056 |
| 44,076 |
| 312,796 |
|
|
|
|
|
|
Net Operating Loss | (40,800) |
| (44,076) |
| (304,977) |
|
|
|
|
|
|
Interest Expense | (5,518) |
| - |
| (10,871) |
|
|
|
|
|
|
Net Loss | (46,318) |
| (44,076) |
| (315,848) |
|
|
|
|
|
|
Foreign Currency Translation | 776 |
| 19 |
| 2,855 |
|
|
|
|
|
|
Total Comprehensive Net Loss | $(45,542) |
| $(44,057) |
| $(312,993) |
|
|
|
|
|
|
Net loss per share: |
|
|
|
|
|
Basic and diluted | $(0.02) |
| $(0.02) |
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
Basic and diluted | 2,807,500 |
| 2,673,159 |
|
|
See accompanying notes to financial statements
HIGHLAND CLAN CREATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
Three Months Ended November 30, 2005 and 2004,
and for the Period from April 1, 2002 (Inception) through November 30, 2005
(Unaudited)
|
|
| Inception | ||
| 2005 |
| 2004 |
| 2005 |
CASH FLOWS FROM OPERATING |
|
|
|
|
|
Net loss | $(46,318) |
| $(44,076) |
| $(315,848) |
Adjustments to reconcile net |
|
|
|
|
|
Depreciation and amortization | 311 |
| 277 |
| 1,510 |
Amortization of debt discount | 2,778 |
| - |
| 5,556 |
Expenses paid by Shareholder | - |
| - |
| 1,000 |
Shares issued for services | - |
| 7,500 |
| 7,500 |
Change in current assets and liabilities: |
|
|
|
|
|
Inventory | 329 |
| - |
| (15,088) |
Deposits | 8,314 |
| (12,533) |
| (4,335) |
Other current assets | - |
| (401) |
| - |
Accounts payable & Accrued Expenses | 6,906 |
| 2,333 |
| 12,801 |
Accounts payable related parties | - |
| - |
| 58,181 |
| (27,680) |
| (46,900) |
| (248,723) |
|
|
|
|
|
|
CASH FLOWS FROM INVESTING |
|
|
|
|
|
Capital expenditures | - |
| (902) |
| (3,691) |
|
|
|
|
|
|
CASH FLOWS FROM FINANCING |
|
|
|
|
|
Issuance of common stock | - |
| - |
| 154,300 |
Payment to shareholders | - |
| - |
| (24,268) |
Proceeds from shareholders | - |
| - |
| 27,868 |
Proceeds from convertible debt | - |
| - |
| 100,000 |
| - |
| - |
| 257,900 |
|
|
|
|
|
|
Effect of exchange rate changes on cash | 1,577 |
| 185 |
| 688 |
|
|
|
|
|
|
NET DECREASE IN CASH | (26,103) |
| (47,617) |
| 6,174 |
Cash, beginning of period | 32,277 |
| 75,745 |
| - |
Cash, end of period | $6,174 |
| $28,128 |
| $6,174 |
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
|
|
|
Interest paid | $- |
| $- |
| $- |
Income taxes paid | $- |
| $- |
| $- |
See accompanying notes to financial statements
HIGHLAND CLAN CREATIONS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Highland Clan Creations Corp. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s registration statement filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year end August 31, 2005 as reported in Form 10-KSB, have been omitted.
| - 7 - |
Item 2. | Management's Discussion and Analysis and Plan of Operation. |
FORWARD-LOOKING STATEMENTS
This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.
As used in this quarterly report, the terms "we", "us", "our", and "Highland Clan" mean Highland Clan Creations Corp., unless otherwise indicated.
On April 27, 2004 we established a wholly owned subsidiary, Legacy Bodysentials Inc., which subsequently changed its name to Bodysentials Health & Beauty Inc. ("Bodysentials"). Bodysentials produces and sells a nutritional beverage for youth in the form of an orange drink and a milkshake. Bodysentials also owns several nutritional supplement formulas and products that we market and sell. We included these in our product offering and are also considering additional means in which to market and sell our products, specifically via network marketing.
Our business plan is to offer nutritional drinks, supplements and related health products. Originally we intended to offer our beverages and related products only through the establishment of up to two stores, (or, if we raised less money, up to two food court kiosks). However, we conducted market research since then and, based in large part on the past experiences of our president, Brent McMullin, we determined that our products can be cost effectively and efficiently sold through additional means, specifically via network marketing. We are currently offering two nutritional beverages in the form of an orange drink and a milkshake. These beverages were developed by our president, Brent McMullin, and will be produced and sold by our subsidiary, Bodysentials. We also offer an herbal supplement known as ASDEW and a skin care product line known as Mei Sing, both of which were developed by our president, Brent McMullin, and his wholly owned company Legacy Manufacturing Inc. We also intend to offer a diet product if we are able to obtain sufficient financing.
We raised a total of $102,300 pursuant to our SB2 registration statement, which was declared effective on September 26, 2003. The offering had a minimum of common stock issuance with value of $80,000. We closed the offering on March 26, 2004. Management did not purchase shares in the offering in order to reach the minimum. We commenced operations but required additional financing to proceed with our product offering and for additional products. In February 2005 we completed a private placement of US$50,000 at a price of US$0.40 per share. These funds were used to fund our continued operations, including the manufacture and sale of our current products. In May 2005 we raised a total of $100,000 by way of issuance of a convertible loan. These were used to fund our continued operations, including the manufacture and sale of our current and future products.
Business Operations
We have been in operations since our fiscal year ended August 31, 2004. Since completion of our initial public offering we have established a wholly owned subsidiary, Bodysentials. Bodysentials produces and sells health and nutritional products, including a beverage in the form of an orange drink and a milkshake, as well as several
| - 8 - |
nutritional supplements that may be added to our beverages or sold separately. We intend to add items to our initial product offering and are also considering additional means in which to market and sell our products. We recently added a diet product called Cinergy to our product line. Although we originally intended to market and sell our products in stores, we determined it was more cost effective to offer our products through our e-commerce website at www.bodysentials.com and, specifically, through internet marketing. We have developed a marketing plan for our products with the assistance of an experienced marketing consultant. Our products are available for purchase on our website. We have commenced sales of our products but have very limited revenues to date. During the period ended November 30, 2005 we had a total of $4,076 in revenues.
During the period ended May 31, 2005 we entered into a software licensing agreement with Internet Next Step Consulting Ltd. to provide us with a network marketing software solution for our website at www.bodysentials.com. The software package provides internet marketing functions, including allowing members (i.e. distributors of our products) to have their own replicated website, a members’ lounge and distributor tracking capacity. We are committed to paying a total of $60,000 in licensing fees over the next two years in respect of this software. In addition we are committed to paying $500 per month for server access and $200 per month maintenance fee.
Marketing, Advertising and Promotion
Originally we intended to offer our products through the establishment of up to two stores, (or, if we raised less money, up to two food court kiosks). However, we subsequently conducted market research and, based in large part on the past experiences of our president, Brent McMullin, we determined that our products could be cost effectively and efficiently sold through additional means, specifically via internet marketing through our secure order platform on our website at www.bodysentials.com. We operate our business through our subsidiary Bodysentials. As part of our plan of operations, we also plan to continue with our marketing program to build our brand name.
Properties
We currently lease office and warehouse space in Langley, British Columbia. On September 28, 2004 our wholly owned subsidiary, Bodysentials, entered into a lease agreement for a term of 3 years commencing November 1, 2004. The lease is for office and warehouse space necessary to operate our business and includes suitable space for office administration, storage of inventory, packaging and labelling products, and carrying out other corporate functions. We pay approximately $1500 per month. We also have an administrative mailing office at #17 Peace Portal Drive, Blaine, Washington, 98230. We have two website addresses, our original site www.highlandsmoothies.com as well as our new website www.bodysentials.com.
Competition
The nutritional supplement and health products business is highly competitive with respect to price, product offering, formulations and quality, and there are many well-established competitors. Certain factors, such as substantial price discounting, increased costs and the availability of experienced management and employees may adversely affect the industry in general and us in particular. We compete with a large number of health related product companies. Most of our competitors have financial resources superior to ours, so there can be no assurance that our projected income will not be affected by our competition. We expect this competition to increase. We also compete against established internet marketing companies, many of whom have significant resources and operating histories. As a result, there can be no assurance that successful and profitable operation of our business will ever occur.
Government Regulation
We are subject to government regulations in respect of our products and operations. Any locations selling Highland and Bodysentials products are subject to regulation by federal agencies and to licensing and regulation by provincial and local health, sanitation, safety, fire and other departments. Difficulties or failures in obtaining any required licensing or approval could result in delays or cancellations in the opening of new locations. We are also subject to employment standards legislation and other laws governing such matters as minimum wages, overtime and other working conditions. We are also subject to certain guidelines, codes and regulations that require stores to provide full and equal access to persons with physical disabilities. We are also subject to various evolving federal, provincial and local environmental laws governing, among other things emissions to the air, discharge to waters and the
| - 9 - |
generation, handling, storage, transportation, treatment and disposal of hazardous and no-hazardous substances and wastes. Our internet marketing program must also comply with federal, state and provincial laws in any jurisdictions in which our products are sold. Our products themselves must also comply with laws regulating the sale of health foods and supplements.
PRODUCTS
Our current product line includes our nutritional supplement drink mix developed for youth, GP 4.0. This product comes in two varieties, an Orange Drink for use in the morning and a Milk Shake for use in the afternoon. GP 4.0 was developed with the assistance of Dr. Bruce Woolley, Doctor of Pharmacy, Professor of Nutrition and Post Doctorate Fellow of the University of Southern California. The British Columbia government then provided funds to help Bodysentials with the development of these beverages. British Columbia Research, located at the University of British Columbia, developed the delivery system, in the form of the Orange Drink in the morning before school and the Milk Shake for use after school. Bodysentials then engaged the assistance of a specialist in biochemistry (Masters Degree) who assembled and selected the active ingredients for youth effectiveness. Although developed for youth, GP 4.0 can also be used by adults and seniors who want to obtain added nutritional benefits.
Health Related Products
We also intend offer other products including nutritional supplement drinks, vitamins, supplements, energy bars, hair and skin care products and other health related products. In particular, we currently sell an herbal supplement known as ASDEW and a skin care line known as Mei Sing, both of which were developed by our president, Brent McMullin and his wholly owned company, Legacy Manufacturing Inc. We have also added a new diet product known as Cinergy to our product line. These products are available for purchase on our website www.bodysentials.com.
Product Research and Development
We do not anticipate that we will expend any significant funds on research and development over the twelve months ending November 30, 2006.
Employees
Currently there are no full time or part-time employees of our company. However, our president, Brent McMullin, is a full time consultant of our company, and our secretary, Brett Stewart, is a part time consultant of our company. In addition, Brad McMullin who is the son of Brent McMullin, our president, is a full time consultant of our company. We expect an increase in the number of employees over the next 12 month period depending upon the growth of our business. If business is successful and we experience rapid growth, our current officers and directors may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.
Purchase or Sale of Equipment
Other than purchasing computer and office equipment necessary for operating our business, we do not intend to purchase any significant equipment over the twelve months ending November 30, 2006.
Results of Operations
Our company posted losses of $46,318 for the three months ending November 30, 2005, losses of $44,076 for the three months ending November 30, 2004 and losses of $315,848 since inception to November 30, 2005. The principal component of the losses was for general and administrative expenses.
Operating expenses for the three months ending November 30, 2005 were $43,056 compared to our operating expenses for the three months ending November 30, 2004 of $44,076 and our expenses from inception to November 30, 2005 which were $312,796.
| - 10 - |
Financial Condition, Liquidity and Capital Resources
At November 30, 2005, we had working deficit of $141,161.
At November 30, 2005, our company's total assets of $27,866, which consisted mainly of cash of $6,174 and inventory of $15,088.
At November 30, 2005, our company's total liabilities were $169,027.
We had a total of $4,076 in revenues in the three months ending November 30, 2005, and our total revenues since inception are $11,206. We do not expect to purchase or sell any significant equipment. We do not expect any significant changes in the number of our employees.
Plan of Operation
Our primary objectives over the 12 months ending November 30, 2006, will be to commence product sales through our internet marketing program via our e-commerce website.
Cash Requirements
Over the next twelve months we intend to use funds for normal operations and our efforts to increase product sales, as follows:
Estimated Funding Required During the Next Twelve Months
General and Administrative | $120,000 | |
Capital Expenditures | $4,000 | |
Operations |
| |
| Marketing & Sales | $10,000 |
| Inventory | $56,000 |
Working Capital | $10,000 | |
Total | $200,000 |
As November 30, 2005, we had working deficit of $141,161. Currently we have sufficient funds to continue normal operations and marketing of our products until February, 2006 by which date we may need additional funds. We plan to raise any additional capital required through sales of our securities in secondary offerings or private placements. We raised $102,300 pursuant to an SB-2 registration statement, declared effective September 26, 2003, by selling 682,500 shares of common stock at a price of $0.15 per share. We commenced operations but required additional financing to proceed with our product offering and for additional products. In February 2005 we completed a private placement of US$50,000 at a price of US$0.40 per share. These funds were used to fund our continued operations, including the manufacture and sale of our current products. In May 2005 we raised an additional $100,000 by way of convertible loan. These funds were used to fund continuing operations, including the manufacture and sale of our current and future products. Otherwise, we have relied on loans from directors to continue our operations.
If we require additional funding, there are no assurances that we will be able to obtain the amount required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.
| - 11 - |
Going Concern
Depending on our ability to increase revenues from product sales over the next 4 months, the continuation of our business may be dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
We have historically incurred losses, and through November 30, 2005 have incurred losses of $315,848 from our inception. Because of these historical losses, we will require additional working capital to develop our business operations.
If we are unable to increase our revenues from product sales over the next 4 months, we will need to raise additional working capital through private placements, public offerings and/or bank financing. As of January 13, 2006, we were not in discussions with any potential investors.
There are no assurances that we will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow for operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations are insufficient to meet our ongoing capital requirements, we will have to raise additional working capital by means of private placements, public offerings and/or bank financing. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase our operations and if we are unable to raise additional funds we may cease operations.
These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.
Our independent auditor's report on our audited financial statements, in our Form 10-KSB for the fiscal year ended August 31, 2005, contained a going concern qualifier. The qualifier explanatory paragraph contained in their audit report should be read in connection with our management's discussion of our financial condition, liquidity and capital resources.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our unaudited financial statements and accompanying notes have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financials.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.
Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
Our company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
RISK FACTORS
Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward-looking statements". Such forward-looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any
| - 12 - |
assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested herein. We undertake no obligation to update forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Such estimates, projections or other "forward-looking statements" involve various risks and uncertainties as outlined below. We caution readers of this quarterly report that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward-looking statements". In evaluating us, our business and any investment in our business, readers should carefully consider the following factors.
We have limited funds and must generate sufficient revenue to continue operation of our business. If we do not generate sufficient revenue we may need to raise additional funds and if we are unable to do so we may go out of business.
We must generate sufficient revenues to operate our business profitably and if we do not we may have to cease operations. During the period ended November 30, 2005 we generated $4,076 in revenue. We have limited assets with which to create operating capital. We raised $102,300 pursuant to an SB2 registration statement declared effective on September 26, 2003. We commenced operations but required additional financing to proceed with our product offering and for additional products. In February 2005 we completed a private placement of US$50,000 at a price of US$0.40 per share which was used to fund our continued operations, including the manufacture and sale of our products. In May 2005 we raised an additional $100,000 by way of convertible loan. These funds are being used to fund continuing operations, including the manufacture and sale of our current and future products. We currently have sufficient capital to last for the next four months. If we do not generate sufficient revenues before then, we will require additional financing to continue our operations. We anticipate needing approximately $50,000 in additional capital by January 2006. If we do not generate sufficient revenues from our operations or raise additional financing to allow us to continue operations we may have to cease operations.
Competition in the nutritional and health products industry, as well as the network marketing industry, is highly competitive and there is no assurance that we will be successful in our business plan.
The nutritional and health products industry, as well as the internet marketing industry, is highly competitive with respect to product, packaging, price, service, products and quality, and there are many well-established competitors with substantial resources. Certain factors, such as historical operations, substantial price discounting, increased labor, ingredient, supplement, labelling, and manufacturing costs and the availability of experienced management and employees may adversely affect the industry in general and us in particular. We compete with a large number of international, national and regional companies. Most of our competitors have financial resources far superior to ours, so there can be no assurance that our projected income will not be affected by our competition.
Our operations are subject to government regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.
Our business is subject to government regulation. We are subject to regulation by federal, state and provincial agencies. We are also subject to federal, state and provincial competition and other laws regarding internet marketing. Difficulties or failures in obtaining any required licensing or approval, or regulatory problems, could result in delays or cancellations in our operations.
Because our directors have foreign addresses this may create potential difficulties relating to service of process in the event that you wish to serve them with legal documents.
Neither of our current directors and officers have resident addresses in the United States (although we are currently seeking additional management in the United States). Our current directors are both resident in Canada. Because our officers and directors have foreign addresses this may create potential difficulties relating to the service of legal or other documents on any of them in the event that you wish to serve them with legal documents. This is because the laws related to service of process may differ between Canada and the US. Similar difficulties could not be encountered in serving the company, proper, since our registered address is located in the United States at 880 - 50
| - 13 - |
West Liberty Street, Reno, Nevada, 89501. We are currently looking for suitable directors or officers located in the United States.
Because the SEC imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.
Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.
Mr. McMullin and Mrs. Stewart own more than 50% of the outstanding shares of our company, so they are able to decide who are the directors and you may not be able to elect any directors.
Mr. McMullin and Mrs. Stewart own more than 50% of the issued and outstanding shares of our company and because of this they are able to elect all of our directors and control our operations.
Item 3. Controls and Procedures.
As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this report, being November 30, 2005, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our president and chief executive officer. Based upon that evaluation, our president and chief executive officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our president and chief executive officer as appropriate, to allow timely decisions regarding required disclosure.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder are an adverse party or has a material interest adverse to us.
Item 2. Recent Sales of Unregistered Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits
Exhibits required by Item 601 of Regulation S-B
(3) Articles of Incorporation and By-laws
3.1 Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2, filed on November 12, 2002).
3.2 Bylaws (incorporated by reference from our Registration Statement on Form SB-2, filed on November 12, 2002).
(31) | Section 302 Certification |
| |
31.1 | Certification of Brent McMullin | ||
31.2 | Certification of Brett Stewart |
| |
(32) | Section 906 Certification |
| |
32.1 | Certification of Brent McMullin | ||
32.2 | Certification of Brett Stewart |
| |
| - 15 - |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
HIGHLAND CLAN CREATIONS CORP.
By: /s/ Brent McMullin
Brent McMullin, President and Director
(Principal Executive Officer)
Date: January 23, 2006
By: /s/ Brett Stewart
Brett Stewart, Secretary, Treasurer and Director
(Principal Financial Officer and Principal Accounting Officer)
Date: January 23, 2006
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Brent McMullin
Brent McMullin, President and Director
Date: January 23, 2006
By: /s/ Brett Stewart
Brett Stewart, Secretary, Treasurer and Director
Date: January 23, 2006