UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB/A
Amendment No. 1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 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 September 30, 2001
_______________________ ____________________________________
Common Stock, $0.001 6,745,000
1
INDEX
Page
Number
PART I.
ITEM 1. Financial Statements (unaudited)..............................3
Balance Sheets
September 30, 2001 and December 31, 2000.....................4
Statements of Operations
For the three and nine months ended September 30, 2001 and
2000 and the period May 9, 1997 to September 30, 2001........5
Statements of Cash Flows
For the nine months ended September 30, 2001 and 2000
and the period May 9, 1997 to September 30, 2001..............6
Notes to Financial Statements.................................7
ITEM 2. Plan of Operations............................................9
PART II.
ITEM 2 Changes in Securities........................................ 11
Signatures....................................................12
2
PART I - FINANCIAL INFORMATION
______________________________________________________________________________
ITEM 1. FINANCIAL STATEMENTS
______________________________________________________________________________
The accompanying balance sheets of Zurickirch Corp. (development stage
company) at September 30, 2001 and December 31, 2000, and the statements of
operations for the three and nine months ended September 30, 2001 and 2000 and
the period May 9, 1997 (date of inception) to June 30, 2001, the cash flows
for the nine months ended September 30, 2001 and 2000, and the period May 9,
1997 to September 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 September 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
September 30, 2001 and December 31, 2000
==============================================================================
Sept 30, Dec 31,
2001 2000
----------- ------------
ASSETS
CURRENT ASSETS
Cash $ 10,788 $ 204
----------- ------------
Total Current Assets 10,788 204
----------- ------------
PROPERTY AND EQUIPMENT - net of accumulated
depreciation - Note 2 3,525 4,200
----------- ------------
$ 14,313 $ 4,404
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable - related parties - Note 3 $ 29,500 $ 76,475
Accrued interest payable -related parties - Note 3 471 1,538
Accounts payable - 2,300
----------- ------------
Total Current Liabilities 29,971 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 September 30,
2001; 4,895,000 at December 31, 2000 6,745 4,895
Capital in excess of par value 328,047 139,360
Accumulated deficit during the development stage (350,450) (220,164)
----------- ------------
Total Stockholders' Deficiency (15,658) (75,909)
----------- ------------
$ 14,313 $ 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 Nine Months Ended September 30, 2001 and 2000 and the
period May 9, 1997 (date of inception) to September 30, 2001
==============================================================================
Period
Three Months Nine Months May 9, 1997
Sept 30, Sept 30, Sept 30, Sept 30, to Sept 30,
2001 2000 2001 2000 to 2001
------------ ------------ ------------ ------------ ------------
REVENUES $ - $ - $ - $ - $ -
------------ ------------ ------------ ------------ ------------
EXPENSES
Product development 372 3,244 56,636 25,488 110,635
Administrative 26,989 26,325 72,570 38,973 137,197
Interest expense 405 - 405 - 1,943
Depreciation 225 - 675 - 975
------------ ------------ ------------ ------------ ------------
27,991 29,569 130,286 64,461 250,750
------------ ------------ ------------ ------------ ------------
NET LOSS FROM
OPERATIONS (27,991) (29,569) (130,286) (64,461) (250,750)
DISCONTINUED OPERATIONS
Loss from abandoned
business activity - - - - (99,700)
------------ ------------ ------------ ------------ ------------
NET LOSS $ (27,991) $ (29,569) $ (130,286) $ (64,461) $ (350,450)
============ ============ ============ ============ ============
NET LOSS PER
COMMON SHARE
Basic $ - $ (.01) $ (.02) $ (.01)
------------ ------------ ------------ ------------
AVERAGE
OUTSTANDING SHARES
Basic (in 1000's) 6,745 4,895 6,745 4,895
------------ ------------ ------------ ------------
The accompanying notes are an integral part of these financial statements.
5
ZURICKIRCH CORP.
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Nine Months Ended September 30, 2001 and 2000,
and the Period May 9, 1997 (date of inception) to September 30, 2001
==============================================================================
Period
May 9, 1997
Sept 30, Sept 30, to Sept 30,
2001 2000 2001
------------ ------------ -----------
<s> <c> <c> <c>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (130,286) $ (64,461) $ (350,450)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Changes in accounts payable (50,342) 31,050 29,971
Common capital stock issued
for services - - 1,030
Contribution to capital - expenses - 90 990
Depreciation 675 - 975
------------ ------------ -----------
Net Cash From (Used) in Operations (179,953) (33,321) (317,484)
------------ ------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase office equipment - (4,500) (4,500)
------------ ------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from contributions to
capital - related parties 15,000 - 15,000
Proceeds from issuance of common stock 175,537 43,475 317,772
------------ ------------ -----------
Net Increase (Decrease) in Cash 10,584 5,654 10,788
Cash at Beginning of Period 204 - -
------------ ------------ -----------
Cash at End of Period $ 10,788 $ 5,654 $ 10,788
============ ============ ===========
NON CASH FLOWS FROM OPERATING AND FINANCING 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.
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 September 30, 2001, the Company had a net operating loss carry forward of
$350,450. The income tax benefit of approximately $105,135 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.
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.
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 975
-------
3,525
-------
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 September 30, 2001 related parties had loaned the Company $29,500.
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.
8
ITEM 2. PLAN OF OPERATIONS
______________________________________________________________________________
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.
In April of 2001 our Registration Statement filed on Form SB-2 to raise up to
$100,000 for the pursuit of our new business purpose was declared effective.
Our offering closed on May 31, 2001 with gross proceeds of $100,000. 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 September 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.
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. We also attempted to establish a
distributor network for our products with various marketing firms involved in
the nutritional supplement industry and with local retail stores. During the
third quarter our efforts focused on capitalizing on some of the positive
response received on product samples and contacts we fostered throughout the
first half of the year. We also focused on a local health and wellness clinic
called Renu-Health which test results with clients looked favorable. Our
efforts in the third quarter were hampered by difficult economic times
resulting from both the dot com failures which negatively impacted small
business especially start-up companies, as well as the domino effect of the
post-September 11 economy when sales markets for our products slowed
considerably.
At this time we have expended the proceeds from our offering (see "Use of
Proceeds", under Part II, Item 2, below) and currently have only $10,788 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 $29,971. 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 nine months period ended September 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 (during the first quarter) and invested
an additional $57,122 into the development of our nutritional supplement
products including $14,022 in associated marketing efforts (during the second
quarter.)
9
The cash available to us will not be sufficient to fund our day to day
operations over the next twelve months and continue to market our products.
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. Management intends to take a serious look at the potential for our
industry in the post September 11 economy as well in order to make a decision
as to how to proceed with our business plan or whether we should investigate a
change in our business direction.
Activities subsequent to filing of our initial Quarterly Report for
the period ended September 30, 2001 and the filing of this amended 10QSB.
- -------------------------------------------------------------------------
Since the filing of our Quarterly Report on Form 10QSB for the period ended
September 30, 2001 on October 17, 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. If the reorganization is
consummated, it 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
with additional funds contributed by management (over $50,000 during 2001)
were not sufficient for us to successfully implement our plan. Our decision
10
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
______________________________________________________________________________
There were no unregistered securities issued during this quarter.
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 filed by Zurickirch 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 September 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
The net offering proceeds to Zurickirch after deducting expenses of the
offering were $84,425. As of September 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
========
12
(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.
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
___________________________________________________________________________
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
12