UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A
Amendment No.1
[ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
--------------------------
[ ] 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 333-42936
ZURICKIRCH CORP
_________________________________________________
(Exact name of registrant as specified in charter)
Nevada 84-1405298
_______________________________ ___________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3960 Howard Hughes Park Way, 5th Floor, Las Vegas, Nevada 89109
_____________________________________________________________________
(Address of principal executive offices) (Zip Code)
1-801-420-6400
____________________________________________________
Registrant's telephone number, including area code
_____________________________________________________
(Former name, former address, and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), Yes [x ] No [ ] and (2)has
been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Class Outstanding at June 30, 2001
_____________________ _____________________________
Common Stock, $0.001 6,745,000
1
INDEX
Page
Number
------
PART I.
ITEM 1. Financial Statements (unaudited)............................3
Balance Sheets..............................................4
June 30, 2001 and December 31, 2000
Statements of Operations
For the three and six months ended June 30, 2001
and 2000 and the period May 9, 1997 to June 30, 2001.......5
Statements of Cash Flows
For the six months ended June 30, 2001 and 2000
and the period from May 9, 1997 to June 30, 2001...........6
Notes to Financial Statements...............................7
ITEM 2. Plan of Operation..........................................10
PART II
ITEM 2. Changes in securities .....................................12
Signatures.................................................13
2
PART I - FINANCIAL INFORMATION
______________________________________________________________________________
ITEM 1. FINANCIAL STATEMENTS
______________________________________________________________________________
The accompanying balance sheets of Zurickirch Corp. (development stage
company) at June 30, 2001 and December 31, 2000, and the statements of
operations for the three and six months ended June 30, 2001 and 2000 and the
period May 9, 1997 (date of development stage) to June 30, 2001, the cash
flows for the six months ended June 30, 2001 and 2000, and the period from May
9, 1997 to June 30, 2001, have been prepared by the Company's management and
they do not 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 generally accepted accounting
principles. 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, 2001, are not necessarily
indicative of the results that can be expected for the year ending December
31, 2001.
3
ZURICKIRCH CORP.
(Development Stage Company)
BALANCE SHEETS
June 30, 2001 and December 31, 2000
==============================================================================
Jun 30, Dec 31,
2001 2000
------------ ------------
ASSETS
CURRENT ASSETS
Cash $ 23,059 $ 204
------------ ------------
Total Current Assets 23,059 204
------------ ------------
PROPERTY AND EQUIPMENT - net of accumulated
depreciation - Note 2 3,750 4,200
------------ ------------
$ 26,809 $ 4,404
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - related parties - Note 3 $ 29,500 $ 76,475
Accrued interest payable - related parties - Note 3 66 1,538
Accounts payable - 2,300
------------ ------------
Total Current Liabilities 29,566 80,313
------------ ------------
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;
6,745,000 issued and outstanding at June 30, 2001; 6,745 4,895
4,895,000 at December 31, 2000
Capital in excess of par value 312,957 139,360
Accumulated deficit during the development stage (322,459) (220,164)
------------ ------------
Total Stockholders' Deficiency (2,757) (75,909)
------------ ------------
$ 26,809 $ 4,404
============ ============
The accompanying notes are an integral part of these financial statements.
4
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF OPERATIONS
For the Three and Six Months Ended June 30, 2001 and 2000 and the
period May 9, 1997 (date of inception) to June 30, 2001
=========================================================================================================
Period
Three Months Six Months May 9, 1997
June 30, June 30, June 30, June 30, to June 30,
2001 2000 2001 2000 2001
-------------- -------------- -------------- -------------- --------------
<s> <c> <c> <c> <c> <c>
REVENUES $ - $ - $ - $ - $ -
-------------- -------------- -------------- -------------- --------------
EXPENSES
Product development 34,219 22,244 56,264 22,244 110,263
Administrative 25,927 12,648 45,581 12,648 110,208
Interest expense - - - - 1,538
Depreciation 225 - 450 - 750
-------------- -------------- -------------- -------------- --------------
60,371 34,892 102,295 34,892 222,759
-------------- -------------- -------------- -------------- --------------
NET LOSS FROM OPERATIONS (60,371) (34,892) (102,295) (34,892) (222,759)
DISCONTINUED OPERATIONS
Loss from abandoned business
activity - - - - (99,700)
-------------- -------------- -------------- -------------- --------------
NET LOSS $ (60,371) $ (34,892) $ (102,295) $ (34,892) $ (322,459)
============== ============== ============== ============== ==============
NET LOSS PER COMMON SHARE
Basic $ (.01) $ (.01) $ (.01) $ (.01)
============== ============== ============== ==============
AVERAGE OUTSTANDING SHARES
Basic (in 1000's) 6,745 4,532 6,745 4,532
=============== ============= ============== ==============
The accompanying notes are an integral part of these financial statements.
4
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Six Months Ended June 30, 2001 and 2000, and the
Period May 9, 1997 (date of inception) to June 30, 2001
======================================================================================
Period
Jun 30, Jun 30, May 9, 1997 to
2001 2000 Jun 30, 2001
------------- ------------- --------------
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (102,295) $ (34,892) $ (322,459)
Adjustments to reconcile net loss to net
cash provided by operating activities
Changes in accounts payable (50,747) (8,673) 29,566
Common capital stock issued for services - - 1,030
Contribution to capital - - 990
Depreciation 450 - 750
------------- ------------- --------------
Net Cash From (Used) in Operations (152,592) (43,565) (290,123)
------------- ------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase office equipment - - (4,500)
------------- ------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 175,447 43,565 317,682
------------- ------------- --------------
Net Increase (Decrease) in Cash 22,855 - 23,059
Cash at Beginning of Period 204 - -
------------- ------------- --------------
Cash at End of Period $ 23,059 $ - $ 23,059
============= ============= ==============
NON CASH FLOWS FROM OPERATING ACTIVITIES
Issuance of 1,030,000 common shares for services - 1997 $ 1,030
-------------
Contributions to capital by officer - expenses 990
-------------
The accompanying notes are an integral part of these financial statements.
6
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". 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 - see note 2) during its investigation of a
potential development property in the Caribbean.
The Company is in the development stage.
During this quarter the Company completed an offering of 1,000,000 common
shares of its capital stock 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, 2001, the Company had a net operating loss carry forward of
$322,459. The income tax benefit of $96,738 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 2022.
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.
7
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - continued
==============================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
Property and Equipment
- -----------------------
The property and equipment outlined below is depreciated using the straight
line method over five years.
Office furniture and equipment $ 4,500
Less Accumulated Depreciation 750
--------
3,750
--------
Comprehensive Income
- ---------------------
The Company adopted Statement of Financial Accounting Standards No. 130. The
adoption of this standard had no impact on the total stockholder's equity.
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.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 58% of the common stock issued by the Company.
On June 30, 2001 related parties had loaned the Company $29,500.
8
ZURICKIRCH CORP.
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS - continued
==============================================================================
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.
9
ITEM 2. PLAN OF OPERATION
______________________________________________________________________________
General
- -------
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.
We recently 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 at the beginning of this quarter, on April 3,
2001.
We are in the development stage and have no revenues.
Plan of Operation
- -----------------
The following discussion comprises our plan of operation at the time of the
filing of our initial Form 10QSB for June 30, 2001:
Our plan of operation focuses on products which have been designed as a result
of the belief our natural medicines and nutritional supplements offer a better
alternative to traditional nutritional supplements currently being produced by
providing specialized combinations of nutrients. Prior to the formation of
Zurickirch Corp., an associate of our predecessor developed our initial
product formulations. Since this time we have worked on establishing
relationships with suppliers of the various nutrients comprising the our
nutritional supplement products. Additionally, we have established a
relationship with a Utah "contract" manufacturer, which would provide the
Company with product manufacturing, bottling and packaging.
Our goals during 2001 have been to complete our securities offering and begin
effecting our business plan by identifying appropriate clientele target
markets, securing product manufacturing commitments, and beginning sales and
marketing of our health and nutritional products. In May 2001, we completed
our offering; we also received a product manufacturing commitment with Harvard
Health Systems. We received product samples for marketing and sales in June
2001 and began seeking retail distribution. Currently, we are also attempting
to establish a distributor network for our products with various marketing
firms involved in the nutritional supplement industry and with local retail
stores
At this time, however, we have expended the proceeds from our offering (see
"Use of Proceeds", under Part II, Item 2, below) and currently have only
$23,059 in cash available to us (the balance of $29,500 loaned to us by our
president in the first quarter) and no source of revenues. Our liabilities
consist of a note payable to our president including accrued interest of
$29,566. The note was in the principal amount of $29,500 with an interest rate
of 8%. We have no revenues or other source of cash flows with which to repay
this note. During the six months ended June 30, 2001, we also satisfied
approximately $75,447 in debt from advances made to us during 2000, through
the issuance of 850,000 common shares and invested an additional $57,122 into
the development of our nutritional supplement products including $14,022 in
associated marketing efforts. The cash available to us, however, will not be
10
sufficient to fund our day to day operations over the next twelve months and
continue to market our products. Despite our lack of cash, we intend to
continue in to aggressively pursue our business plan in attempt to capitalize
on some of the positive responses received on product samples and contacts we
have been fostering throughout the first half of the year. We will continue to
develop these relationships in hopes of achieving some market recognition
especially a local health and wellness clinic called Renu-Health which test
results with clients looked favorable.
Our cash requirement over the next twelve months include a minimum of
approximately $4,000 to fund day to day expenses which include $165 in office
rent, and approximately $6,000 for legal, accounting and compliance expenses
associated with our reporting obligations under the Exchange Act over the next
year. Our president has indicated that he will be willing to contribute the
office rent to capital; he will also likely advance a portion of the
additional funds necessary for us to continue to market our products. Such
advances will be repaid in either cash, when available to us, or equity.
Because we did not meet our goals prior to spending our offering proceeds we
will require additional funding. At this date, we have made no estimate of how
much additional cash we will need to achieve positive results of our efforts
to market our products. Management is investigating other funding sources.
While we anticipate that one possible source of funds would be an additional
public offering, it is more likely that we will have to rely on other
financing such as private placements or debt financing to implement our plans.
We may not succeed in raising any additional funds through debt or equity
financing.
Activities subsequent to filing of our initial Quarterly Report for
the period ended June 30, 2001 and the filing of this amended 10QSB.
- -------------------------------------------------------------------
Since the filing of our Quarterly Report on Form 10QSB for the period ended
June 30, 2001 on August 6, 2001, and the filing of this amended quarterly
report for that period, we executed an Agreement and Plan of Reorganization
with Aspect Semiquip International Inc. ("ASI"), an Arizona corporation
specializing in computer technology. The reorganization, if and when
consummated, will effect both a change in the direction of our business and a
change in control our company, and contemplates the following:
. The acquisition by us of all issued and outstanding shares of ASI
from its sole shareholder, Douglas Dixon (1,750,000 shares);
. The issuance of 18,000,000 of our restricted common shares to ASI
giving ASI 85% control of our company;
. Cancellation of approximately 6,255,000 of our currently
outstanding, shares the majority of which are owned by our
president; and
. ASI becoming our wholly owned subsidiary
The agreement was entered into on May 16, 2002, and scheduled to close on May
30, 2002 or on another date as mutually agreed upon and is subject to certain
actions including, but not limited to, approval by each company's board of
directors and shareholders. As of the date of the filing of this amended
10QSB, the contemplated reorganization has not yet been consummated.
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 the plan. Although we
successfully completed our offering, the $100,000 in gross proceeds combined
11
with additional funds contributed by management (over $50,000 during 2001)
were not sufficient for us to successfully implement our plan. Our decision
to remain open to other opportunities is a result of both the 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.
_____________________________________________________________________________
PART II - OTHER
ITEM 2. CHANGES IN SECURITIES
______________________________________________________________________________
No issuance of unregistered securities
- --------------------------------------
There were no unregistered securities issued during the June 30, 2001 quarter
ended.
Use of proceeds from effective registration
- -------------------------------------------
The following information is provided in accordance with Rule 701(f)
regarding Use of Proceeds of a registration under Form SB-2 which closed on
May 31, 2001:
On April 3, 2001, a registration statement by us on Form SB-2 was declared
effective. The Securities and Exchange Commission file number assigned to the
registration statement is 333-42936. Pursuant to the registration statement,
we registered a maximum of 1,000,000 shares of our common stock for sale to
the public through our President, John Chris Kirch, in a self-underwritten
offering. We also registered 1,395,000 shares held by certain selling
shareholders who participated in the offering which commenced on April 3,
2001, and closed on May 31, 2001 with maximum proceeds of $100,000. The
offering price was $0.10 per share. Selling shareholders did not sell any
shares in the offering. As of June 30, 2001, our offering proceeds have been
expended as indicated below:
Between April 3, 2001 (commencement of offering) and May 31, 2001
the Company incurred approximately $15,575 in expenses in connection with the
issuance and distribution of securities in the offering for the following
items:
. underwriting discounts and commissions................ -0-
. finders' fees......................................... -0-
. expenses paid to or for underwriters.................. -0-
. other expenses: prepaid offering expenses
including legal, accounting and EDGAR fees............$ 14,350
. other offering expenses (not prepaid).................$ 1,225
--------
TOTAL OFFERING EXPENSES........$ 15,575
========
All of these expenses were incurred to parties other than:
. directors, officers, or general partners of the Company or their
associates;
. persons owing 10% or more of any class of equity securities of
the Company ; or
. affiliates of the Company
12
The net offering proceeds to Zurickirch after deducting expenses of the
offering were $84,425. As of June 30, 2001 the Company had used all of the
actual net offering proceeds in the following manner:
product development, manufacturing and supplies $ 43,100
working capital and office equipment ........... $ 27,303 (1)
sales and marketing expenditures................ $ 14,022
========
Total net proceeds expended at Dec. 31,2001..... $ 84,425
=========
all expenses were incurred to parties other than:
. directors, officers, or general partners of the Company or their
associates;
. to persons owing 10% or more of any class of equity securities of
the Company ; or
. affiliates of the Company
(1) working capital included such general and administrative expenses as
travel, consulting fees paid to market researchers and business
development consultants, legal and accounting for compliance with
reporting requirements, insurance, office supplies.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned there unto duly authorized.
ZURICKIRCH CORP.
[Registrant]
Dated June 18, 2002 By /s/ John Chris Kirch
--------------------------------
John Chris Kirch, President,
Chief Financial Officer and
Chief Accounting Officer
13