UNITES STATES
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, 2001
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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Commission file number 000-29533
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ESSENTIAL LASER CONCEPTS, LTD.
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(Exact name of small business issuer as
specified in its charter)
Nevada 86-0972807
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(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
11601 E. Lusitano Place, Tucson, Arizona 85748
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(Address of principal executive offices)
(520) 577-1516
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Issuer's telephone number
5505 N Indian Trail, Tucson, Arizona 85750
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(Former name, former address and former fiscal year, if changed since last
report.)
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 practical date: March 31, 2001 1,000,000
Transitional Small Business Disclosure Format (check one).
Yes ; No X
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PART I
Item 1. Financial Statements
INDEPENDENT ACCOUNTANT'S REPORT
Essential Laser Concepts, Ltd.
(A Development Stage Company)
We have reviewed the accompanying balance sheet of Essential Laser
Concepts, Ltd. (a development stage company) as of March 31, 2001 and December
31, 2000, and the related statements of operations for the three months ended
March 31, 2001 and 2000, and cash flows for the three month periods ended March
31, 2001 and 2000. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statement taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with accounting principles generally accepted in the United States of
America.
Respectfully submitted
/S/ ROBISON, HILL & CO.
Certified Public Accountants
Salt Lake City, Utah
February 20, 2002
ESSENTIAL LASER CONCEPTS, LTD.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
March 31, December 31,
2001 2000
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ASSETS $ - $ -
=============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Accounts Payable $ 1,300 $ -
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Total Liabilities 1,300 -
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Stockholders' Equity
Common stock (par value $.001), 100,000,000 shares authorized, 1,000,000 issued
at March 31, 2001 and
December 31, 2000 1,000 1,000
Paid-In Capital 2,531 2,531
Retained deficit (1,200) (1,200)
Deficit accumulated during development stage (3,631) (2,331)
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Total Stockholders' Equity (1,300) -
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Total Liabilities and Stockholders' Equity $ - $ -
=============== ==============
See accompanying notes and accountants' report
ESSENTIAL LASER CONCEPTS, LTD.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
Cumulative
Since
October 20,
For the Three Months 1999
Ended Inception of
March 31, Development
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2001 2000 Stage
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Revenues $ - $ - $ -
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Expenses 1,300 55 3,631
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Net Loss $ (1,300) $ (55) $ (3,631)
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Basic & Diluted loss per share $ - $ - $ -
=============== =============== ==============
See accompanying notes and accountants' report
ESSENTIAL LASER CONCEPTS, LTD.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
Cumulative
Since
October 20,
1999
For the Three Months Ended Inception of
March 31, Development
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2001 2000 Stage
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Cash Flows from Operating Activities:
Net Loss $ (1,300) (935) $ (3,631)
Increase (Decrease) in Accounts Payable 1,300 55 1,100
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Net Cash Used in Operating Activities - (880) (2,531)
Cash Flows from Investing Activities:
Net Cash Provided by Investing Activities - - -
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Cash Flows from Financing Activities:
Capital contributed by shareholder - 880 2,531
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Net Cash Provided by
Financing Activities - 880 2,531
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Net change in cash and cash equivalents - - -
Cash and cash equivalents at beginning of year - - -
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Cash and cash equivalents at end of year $ - $ - $ -
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Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $ - $ - $ -
Franchise and income taxes $ - $ - $ 500
Supplemental Disclosure of Non-Cash Investing
and Financing Activities: None
See accompanying notes and accountants' report
ESSENTIAL LASER CONCEPTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles and with Form 10-QSB
requirements. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments considered
necessary for a fair pre sentation have been included. Operating results for
three month period ended March 31, 2001, are not necessarily indicative of the
results that may be expected for the year ended December 31, 2001.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on
July 25, 1997. The Company ceased all operating activities during the period
from July 25, 1997 to October 20, 1999 and was considered dormant. Since October
20, 1999, the Company is in the development stage, and has not commenced planned
principal operations.
Nature of Business
The Company has no products or services as of March 31, 2001. The
Company was organized as a vehicle to seek merger or acquisition candidates. The
Company intends to acquire interests in various business opportunities, which in
the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For the purpose of reporting cash flows, the Company considers all
highly liquid debt instruments purchased with maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
ESSENTIAL LASER CONCEPTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (continued)
(Unaudited)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
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(Numerator) (Denominator)
For the Three Months Ended March 31, 2001
Basic Loss per Share
Loss to common shareholders $ (1,300) 1,000,000 $ -
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For the Three Months Ended March 31, 2000
Basic Loss per Share
Loss to common shareholders $ (55) 1,000,000 $ -
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The effect of outstanding common stock equivalents are anti-dilutive for
March 31, 2001 and 2000 and are thus not considered.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of
credit risk such as foreign exchange contracts, options contracts or other
foreign hedging arrangements.
Reclassification
Certain reclassifications have been made in the 2000 financial
statements to conform with the March 31, 2001 presentation.
NOTE 2 - INCOME TAXES
As of March 31, 2001, the Company had a net operating loss carryforward
for income tax reporting purposes of approximately $4,800 that may be offset
against future taxable income through 2021. Current tax laws limit the amount of
loss available to be offset against future taxable income when a substantial
change in ownership occurs. Therefore, the amount available to offset future
taxable income may be limited. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance the
carry-forwards will expire unused.
ESSENTIAL LASER CONCEPTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000 (continued)
(Unaudited)
NOTE 2 - INCOME TAXES (Continued)
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Accordingly, the potential tax benefits of the loss carry-forwards are offset by
a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY/GOING CONCERN
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage. 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 does not have significant cash
or other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. In the interim, shareholders of the Company have committed to meeting
its minimal operating expenses.
NOTE 4 - COMMITMENTS
As of March 31, 2001 all activities of the Company have been conducted
by corporate officers from either their homes or business offices. Currently,
there are no outstanding debts owed by the company for the use of these
facilities and there are no commitments for future use of the facilities.
Item 2. Management's Discussion and Analysis or Plan of Operation
This Quarterly Report contains certain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which are
intended to be covered by the safe harbors created thereby. Investors are
cautioned that all forward-looking statements involve risks and uncertainty,
including without limitation, the ability of the Company to continue its
expansion strategy, changes in costs of raw materials, labor, and employee
benefits, as well as general market conditions, competition and pricing.
Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward- looking statements included in this Quarterly Report will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a presentation by the Company or any other person that
the objectives and plans of the Company will be achieved.
As used herein the term "Company" refers to Essential Laser Concepts,
Ltd., a Nevada corporation and its predecessors, unless the context indicates
otherwise. The Company is currently a shell company whose purpose is to acquire
operations through an acquisition or merger or to begin its own start- up
business.
The Company is in the process of attempting to identify and acquire a
favorable business opportunity. The Company has reviewed and evaluated a number
of business ventures for possible acquisition or participation by the Company.
The Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of this filing. The Company continues to investigate, review, and evaluate
business opportunities as they become available and will seek to acquire or
become engaged in business opportunities at such time as specific opportunities
warrant.
Results of Operations
The Company had no sales or sales revenues for the three months ended
March 31, 2001 or 2000 because it is a shell company that has not had any
business operations for the past three years.
The Company had no costs of sales revenues for the three months ended
March 31, 2001 or 2000 because it is a shell company that has not had any
business operations for the past three years. The Company had $1,300 in general
and administrative expenses for the three month period ended March 31, 2001 and
$55 for the same period in 2000.
The Company recorded net loss of $1,300 for the three months ended March
31, 2001 compared to $55 loss for the same period in 2000.
Capital Resources and Liquidity
At March 31, 2001, the Company had total current assets of $0 and total
assets of $0 as compared to $0 current assets and $0 total assets at December
30, 2000. The Company had a net working capital deficit of $1,300 and $0 at
March 31, 2001 and December 31, 2000.
Net stockholders' deficit in the Company was $1,300 and $0 as of March
31, 2001 and December 31, 2000.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
The following documents are filed herewith or have been included as
exhibits to previous filings with the Commission and are incorporated
herein by this reference:
Exhibit No. Exhibit
*3 Articles of Incorporation
*3.2 Bylaws
*3.1 Amended Articles of Incorporation
(b) Reports on Form 8-K. No reports on Form 8-K were filed during the
period covered by this Form 10-KSB.
* Incorporated herein by reference from Registrant's Form 10SB12G,
Registration Statement, dated February 23, 2000.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto duly
authorized.
Essential Laser Concepts, LTD.
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(Registrant)
DATE: February 22, 2002 By: /s/ Daniel L. Hodges
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Daniel L. Hodges
President / CFO and Director