U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarter ended November 30, 1999
Commission file no. 0-27137
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Florida 65-0509296
- ------------------------------------ --------------------
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)
3135 S.W. Mapp Road
P.O. Box 268, Palm City, FL 34991
- --------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 287-5958
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange
on which registered
None None
- ----------------------------------- -----------------------------
f/k/a CLEMENTS CITRUS SALES OF FLORIDA, INC.
f/k/a LUCID CONCEPTS, INC.
----------------------------------------------------------------------------
(Former name or former address, if changes
since last report) 277 Royal Poinciana
Way, Suite 192
Palm Beach, FL 33480
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
--------------------------------------------------------
(Title of class)
Copies of Communications Sent to:
Donald F. Mintmire
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
Indicate by 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
--- ---
As of November 30, 1999, there are 5,980,000 shares of voting stock of
the registrant issued and outstanding.
Part I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
The following unaudited financial statements contain information
regarding the results of operation and balance sheet of Lucid Concepts, Inc. a
Florida corporation. On December 31, 1999, the Company consummated a reverse
acquisition (the "Reorganization") in accord with a certain Share Exchange
Agreement ("Agreement") pursuant to which the Company acquired Clements Citrus
Sales of Florida, Inc., a Florida corporation. Subsequent to the closing of the
Reorganization the Company approved of the amendment of its Articles of
Incorporation in order to change the name of the Company from Lucid Concepts,
Inc. to Clements Golden Phoenix Enterprises, Inc. Prior to the Reorganization
the Company effected a forward split of its common stock at the rate of 3 to 1,
for holders of record on December 30, 1999, with distribution effective January
18, 2000. Total issued and outstanding stock following the forward split and
after effecting the Share Exchange Agreement is 5,000,000. The financial
information set forth below does not reflect or include the results of
operations or the balance sheet of Clements Citrus Sales of Florida, Inc.
Financial statements of Clements and for the Company and Clements on a
consolidated basis will be filed by amendment to the Company's Form 8-K dated
January 6, 2000, within sixty(60) days following the filing of such Form 8-K.
LUCID CONCEPTS, INC.
TABLE OF CONTENTS
Page
Balance Sheet.................................................F-2
Statement of Operations and Accumulated Deficit...............F-3
Statement of Changes in Stockholders' Equity..................F-4
Statement of Cash Flows.......................................F-5
Notes to Financial Statements.................................F-6
LUCID CONCEPTS, INC.
( A Development Stage Company)
BALANCE SHEET
November 30, 1999
- ---------------------------------------------------------------------- ------------
ASSETS
Current Assets:
Cash $ 15,200
- ---- ----------------------------------------------------------------- ------------
TOTAL CURRENT ASSETS $ 15,200
- ---------------------------------------------------------------------- ------------
$ 15,200
- ---- ----------------------------------------------------------------- ------------
LIABILITIES
Current Liabilities:
Accrued expenses $ 2,350
- ---- ----------------------------------------------------------------- ------------
TOTAL CURRENT LIABILITIES $ 2,350
- ---------------------------------------------------------------------- ------------
$ 2,350
- ---- ----------------------------------------------------------------- ------------
STOCKHOLDERS' EQUITY
Common stock - $.001 par value - 50,000,000 shares authorized
5,980,000 shares issued and outstanding 5,980
Preferred stock - No par value - 10,000,000
shares authorized No shares issued or outstanding -
Additional paid-in-capital 18,720
Accumulated deficit (11,850)
- ---- ----------------------------------------------------------------- ------------
TOTAL STOCKHOLDERS' EQUITY 12,850
- ---------------------------------------------------------------------- ------------
$ 15,200
- ---- ----------------------------------------------------------------- ------------
The accompanying notes are an integral part of the financial statements
F-2
LUCID CONCEPTS, INC.
( A Development Stage Company)
STATEMENT OF OPERATIONS AND
ACCUMULATED DEFICIT
For the period June 1, 1999 to November 30, 1999
- ------------------------------------------------------------- --------------------
Revenues $ -
- ------------------------------------------------------------- --------------------
Operating expenses:
Professional fees $ 5,000
Organization costs 1,350 6,350
- --- --------------------------------------------------------- --------------------
Loss before income taxes (6,350)
Income taxes -
- --- --------------------------------------------------------- --------------------
Net loss (6,350)
Accumulated deficit - June 1, 1999 (5,500)
- ------------------------------------------------------------- --------------------
Accumulated deficit - November 30, 1999 $ (11,850)
- ------------------------------------------------------------- --------------------
Net loss per share $ (0.002)
- ------------------------------------------------------------- --------------------
Weighted average shares of common stock $ 5,980,000
- ------------------------------------------------------------- --------------------
The accompanying notes are an integral part of the financial statements
F-3
LUCID CONCEPTS, INC.
( A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period June 1, 1999 to November 30, 1999
- --------------------------------------------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
------------------ ------------- ----------- -------------- ----------------- ---------------
Beginning balance:
July 5, 1994 - Services $ 5,500,000 $ - $ 5,500 $ - $ 5,500
Issuance of Common Stock:
June 1, 1999 480,000 - 480 18,720 - 19,200
Accumulated deficit - - - - (11,850) (11,850)
- ------------------------------------- ------------------ ------------- ----------- -------------- ----------------- ---------------
$ 5,980,000 $ - $ 5,980 $ 18,720 $ (11,850) $ 12,850
- --- --------------------------------- ------------------ ------------- ----------- -------------- ----------------- ---------------
The accompanying notes are an integral part of the financial statements
F-4
LUCID CONCEPTS, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period June 1, 1999 to November 30, 1999
- ------------------------------------------------------------------- -------------
Operating Activities:
Net loss $ (6,350)
Adjustments to reconcile net loss to net cash
used by operating activities:
Increase in:
Accrued expenses 2,350
- ---- --- --- --- -------------------------------------------------- -------------
Net cash used by operating activities
(4,000)
- ------------------------------------------------------------------- -------------
Financing activities:
Issuance of Common Stock 19,200
- ---- -------------------------------------------------------------- -------------
Net cash provided by financing activities 19,200
- ------------------------------------------------------------------- -------------
Net increase in cash 15,200
- ------------------------------------------------------------------- -------------
Cash - November 30, 1999 $ 15,200
- ------------------------------------------------------------------- -------------
The accompanying notes are an integral part of the financial statements
F-5
LUCID CONCEPTS, INC.
Notes to Financial Statements
Note A - Summary of Significant Accounting Policies:
Organization
Lucid Concepts, Inc. (a development stage company) is a Florida Corporation
organized July 5, 1994 to manufacture and market imported products from China in
the U.S. and elsewhere. The Company failed in its attempt to implement its
initial business plan and during June 1995 abandoned its efforts. The Company
had no operations for the period prior to June 1, 1999. There were no
transactions from July 1994 to June 1, 1999 that affect the balances reflected
in the financial statements as of November 30, 1999.
The Company has a new business plan, which was adopted on or about June 1, 1999,
which is to engage in seeking potential operating businesses and business
opportunities with the intent to acquire or merge with such businesses. The
assets of the Company will be used for its expenses of operation to implement
this plan.
The Company changed its name to Clements Golden Phoenix Enterprises, Inc.
effective January 4, 2000.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a May 31 year end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
INTERIM FINANCIAL STATEMENTS
The November 30, 1999 interim financial statements include all adjustments,
which in the opinion of management are necessary in order to make the financial
statements not misleading.
Note B - Stockholders' Equity:
On July 5, 1994, the Company issued 5,500,000 shares of common stock, in lieu of
cash, for the fair market value of services rendered by its initial
shareholders. On or about June 1, 1999, third parties purchased the shares from
the initial shareholders. Subsequently, third parties purchased at $0.05 per
share, 480,000 shares of the common stock of the Company in a private placement
pursuant to Regulation D of the SEC. The $5,000 in professional fees includes
the costs and expenses
F-6
LUCID CONCEPTS, INC.
Notes to Financial Statements
Note B - Stockholders' Equity (Cont'd):
(including legal fees) associated with the preparation and filing of the
registration statement. Included in professional fees are $4,000 in auditing and
accounting fees. At November 30, 1999, the Company had authorized 50,000,000
shares of $.001 par value common stock and had 5,980,000 shares of common stock
issued and outstanding. In addition, the Company authorized 10,000,000 shares of
preferred stock with the specific terms; conditions, limitations and preferences
to be determined by the Board of Directors. None of the preferred stock was
issued and outstanding as of November 30, 1999.
Note C - Income Taxes:
The Company has a net operating loss carry forward of $6,350 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative as of November 30, 1999
is $1,000, which represents the amount of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$1,000, as the Company has no history of profitable operations.
Note D - Going Concern:
The Company's financial statements are prepared using generally accepted
accounting principles applied to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company has incurred losses from its inception through November
30, 1999. It has not established revenues sufficient to cover operating costs
and to allow it to continue as a going concern. Management plans currently
provide for experts to secure a successful acquisition or merger partner so that
it will be able to continue as a going concern. In the event such efforts are
unsuccessful, contingent plans have been arranged to provide that the current
Director of the Company is to fund required future filings under the 34 Act, and
existing shareholders have expressed an interest in additional funding if
necessary to continue the Company as a going concern.
F-7
Item 2. Management's Discussion and Analysis or Plan of Operation
General
The Company is considered a development stage company with limited
assets or capital, and with no operations or income since approximately 1995.
The costs and expenses associated with the preparation and filing of this
registration statement and other operations of the Company have been paid for by
a shareholder, specifically Kevin L. Bell. Mr. Bell has agreed to pay future
costs associated with filing future reports under Exchange Act of 1934 if the
Company is unable to do so.
It is anticipated that the Company will require only nominal capital to
maintain the corporate viability of the Company and any additional needed funds
will most likely be provided by the Company's existing shareholders or its sole
officer and director in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of Mr.
Bell to fund required 34 Act filings. Repayment of any such funding will also be
subject to such negotiations. However, unless the Company is able to facilitate
an acquisition of or merger with an operating business or is able to obtain
significant outside financing, there is substantial doubt about its ability to
continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
The Company has no plans to merge or affiliate in any way with
Electric.Com, Inc., a wholly owned and fully operational company owned by Mr.
Kevin L. Bell. The Company has adopted the position to avoid any potential
conflicts of interest with respect to Electric.Com, Inc. and its principle Mr.
Kevin L. Bell.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be a
condition that the target company must repay funds advanced by its officers and
directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
4
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Year 2000 Compliance
The Company did not experience a materially negative impact during the
Year 2000 date switch-over and it has determined that there will be minimal
impact if any to its business, operations or financial condition since all of
the internal software to be developed and utilized by the Company will be and
has been upgraded to support Year 2000 versions.
There can be no assurance, however, that the systems of other companies
on which the Company's systems may have to rely also will be timely converted or
that any such failure to convert by another company would not have an adverse
effect on the Company's systems. Currently the Company does not rely on other
systems that might have an adverse effect on any Company systems and does not
anticipate any such reliance in the near future.
Forward-Looking Statements
This Form 10-QSB includes "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. All statements, other
than statements of historical facts, included or incorporated by reference in
this Form 10-QSB which address activities, events or developments which the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature thereof),
finding suitable merger or acquisition candidates, expansion and growth of the
Company's business and operations, and other such matters are forward-looking
statements. These statements are based on certain assumptions and analyses made
by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results or developments will conform with the Company's expectations and
predictions is subject to a number of risks and uncertainties, general economic
market and business conditions; the business opportunities (or lack thereof)
that may be presented to and pursued by the Company; changes in laws or
5
regulation; and other factors, most of which are beyond the control of the
Company. Consequently, all of the forward-looking statements made in this Form
10-QSB are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by the Company
will be realized or, even if substantially realized, that they will have the
expected consequence to or effects on the Company or its business or operations.
The Company assumes no obligations to update any such forward-looking
statements.
PART II
Item 1. Legal Proceedings.
The Company knows of no legal proceedings to which it is a party or to
which any of its property is subject, threatened or contemplated or any
unsatisfied judgments against the Company.
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults in Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the quarter ending November 30, 1999,
covered by this report to a vote of the Company's shareholders, through the
solicitation of proxies or otherwise.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits required to be filed herewith by Item 601 of Regulation
S-B, as described in the following index of exhibits, are incorporated
herein by reference, as follows:
6
Exhibit No. Description
- ----------- ----------------------------------------------------------
3(i).1 Articles of Incorporation filed March 16, 1995
(Filed with original 10SB on 8/24/99)
3(i).2 Articles of Amendment filed January 20, 1999
(Filed with original 10SB on 8/24/99)
3(ii).1 By-laws (Filed with original 10SB on 8/24/99)
27 * Financial Data Schedule
- ----------------
* Filed herewith
(1) Incorporated herein by reference to the Company's Registration Statement on
Form 10-SB.
(b) On January 6, 2000, the Company filed a Form 8-K in connection with the
Company's acquisition of Clements Citrus Sales of Florida, Inc., a
Florida corporation("Clements"). Financial statements of Clements will
be filed by amendment to the Form 8-K within 60 days following the date
of such filing along with the requisite pro forma financial information
regarding the Company and Clements.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
CLEMENTS GOLDEN PHOENIX ENTERPRISES, INC.
(Registrant)
Date: January 14, 2000 BY: /s/Joseph R. Rizzuti
-------------------------
Joseph R. Rizzuti, COO
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Date Signature Title
January 14, 2000 BY: /s/Joseph R. Rizzuti COO, President
-------------------------
Joseph R. Rizzuti
7