U.S. 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 June 30, 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: 0-26181
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eCLIC, INC.
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(Exact name of small business issuer as specified in its charter)
Nevada 86-0945116
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8455 W. Sahara, Suite 130
Las Vegas, NV 89117
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(Address of principal executive offices)
(888) 971-1336
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(Issuer's telephone number)
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Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or 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 [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING 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 [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
1
The Registrant has 20,000,000 Common Stock, authorized, 1,515,000 shares
of Common stock issued and outstanding, par value $0.001 per share as of
June 30, 2001. Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
June 30, 2001.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
CPA Review Letter.................................... 4
Balance Sheet (unaudited)............................ 5
Statements of Operations (unaudited)................. 6
Statements of Cash Flows (unaudited)................. 7
Notes to Financial Statements........................ 8-9
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 14
Item 2. Changes in Securities and Use of Proceeds............ 14
Item 3. Defaults upon Senior Securities...................... 14
Item 4. Submission of Matters to a Vote
of Security Holders................................. 14
Item 5. Other Information..................................... 14
Item 6. Exhibits and Reports on Form 8-K...................... 14
Signatures...................................................... 15
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the six months ended June 30, 2001. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the six months ended
June 30, 2001, follow.
3
G. BRAD BECKSTEAD
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Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT ACCOUNTANT'S REVIEW REPORT
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July 18, 2001
Board of Directors
eClic, Inc.
(a Development Stage Company)
Las Vegas, NV
I have reviewed the accompanying balance sheet of eClic, Inc. (a Nevada
corporation) (a development stage company) as of June 30, 2001 and the
related statements of operations for the six-months ended June 30, 2001
and 2000 and for the period March 1, 1999 (Inception) to June 30, 2001,
and statements of cash flows for the six-month period ending June 30, 2001
and 2000 and for the period March 1, 1999 (Inception) to June 30, 2001.
These financial statements are the responsibility of the Company's
management.
I conducted my reviews 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, which will be performed for the full year with the objective
of expressing an opinion regarding the financial statements taken as a
whole. Accordingly, I do not express such an opinion.
Based on my reviews, I am not aware of any material modifications that
should be made to the accompanying financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has had limited operations and has not
commenced planned principal operations. This raises substantial doubt
about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the
outcome of this uncertainty.
I have previously audited, in accordance with generally accepted auditing
standards, the balance sheet of eClic, Inc. (a development stage company)
as of December 31, 2000, and the related statements of operations,
stockholders' equity, and cash flows for the year then ended (not
presented herein) and in my report dated February 20, 2001, I expressed
an unqualified opinion on those financial statements.
/s/ G. Brad Beckstead
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G. Brad Beckstead, CPA
4
eCLIC, Inc.
(a Development Stage Company)
Balance Sheet
BALANCE SHEET
(unaudited)
June 30, December 31,
2001 2000
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Assets
Current assets:
Cash $ 32,343 $ 38,383
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Total current assets 32,343 38,383
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Website development costs, net 7,368 8,669
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Total Assets $ 39,711 $ 47,052
========== ==========
Liabilities and Stockholders' Equity
Current liabilities $ - $ -
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Stockholders' Equity:
Preferred stock, $0.001 par value,
5,000,000 shares authorized,
zero shares issued
and outstanding - -
Common stock, $0.001 par value,
20,000,000 shares authorized,
1,515,000 shares issued
and outstanding 1,515 1,515
Additional paid-in capital 80,338 80,338
Deficit accumulated during
development stage (42,142) (34,801)
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Total stockholders' equity 39,711 47,052
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Total Liabilities and Stockholders' Equity $ 39,711 $ 47,052
========== ==========
The accompanying Notes are an Integral part of these financial statements.
5
eCLIC, Inc.
(a Development Stage Company)
Statement of Operations
(unaudited)
For the Three and Six Months Ending June 30, 2001 and 2000
and For the Period March 1, 1999 (Inception) to June 30, 2001
STATEMENT OF OPERATIONS
Three Months Ending Six Months Ending March 1, 1999
------------------- ----------------- (Inception) to
June 30, June 30, June 30, June 30, June 30,
2001 2000 2001 2000 2001
---------- ------- -------- -------- --------------
Revenue $ - $ - $ - $ - $ 775
-------- -------- -------- -------- --------
Expenses:
Amortization expense 650 1,127 1,300 1,300 5,630
Research and
development - - - - 3,650
General
administrative
expenses 2,789 4,334 6,041 6,407 33,637
-------- -------- -------- -------- --------
Total expenses $ 3,439 $ 5,461 $ 7,341 $ 7,707 $ 42,917
-------- -------- -------- -------- --------
Net (loss) $ (3,439) $ (5,461) $ (7,341) $ (7,707) $(42,142)
========= ========= ========= ========= =========
Weighted average
number of
common shares
outstanding 1,515,000 1,515,000 1,515,000 1,500,000 1,515,000
========= ========= ========= ========= =========
Net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.01) $ (0.03)
========= ========= ========= ========= =========
The accompanying Notes are an Integral part of these financial statements.
6
eCLIC, Inc.
(a Development Stage Company)
Statement of Cash Flows
For the Three and Six Months Ending June 30, 2001 and 2000
and For the Period March 1, 1999 (Inception) to June 30, 2001
STATEMENT OF CASH FLOWS
Six Months Ending March 1, 1999
March 31, (Inception) to
-------------------- June 30,
2001 2000 2001
--------- --------- ------------
Cash flows from operating activities
Net loss $ (7,341) $ (7,707) $ (42,142)
Amortization expense 1,301 1,299 5,631
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Net cash used by
operating activities (6,040) (6,408) (36,511)
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Cash flows from investing activities
Development of website - - (13,000)
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Net cash used
by investing activities - - (13,000)
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Cash flows from financing activities
Issuance of common stock - 30,000 81,854
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Net cash provided by
financing activities - 30,000 81,854
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Net (decrease) increase in cash (6,040) 23,592 32,343
Cash - beginning 38,383 19,097 -
-------- --------- ---------
Cash - ending $ 32,343 $ 42,689 $ 32,343
======== ======== =========
Supplemental disclosures:
Interest paid $ - $ - $ -
======== ======== =========
Income taxes paid $ - $ - $ -
======== ======== =========
The accompanying Notes are an Integral part of these financial statements.
7
eCLIC, Inc.
(a Development Stage Company)
Notes
Note 1 - Basis of Presentation
The consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles
and stated in US dollars, have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations, although the Company believes that the disclosures are
adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that
these consolidated interim financial statements be read in conjunction
with the financial statements of the Company for the year ended December
31, 2000 and notes thereto included in the Company's 10-KSB annual report.
The Company follows the same accounting policies in the preparation of
interim reports.
Results of operations for the interim periods are not indicative of
annual results.
Note 2 - Going concern
These consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and the satisfaction
of liabilities and commitments in the normal course of business. As at
June 30, 2001, the Company has not recognized revenue to date and has
accumulated operating losses of approximately $42,000 since inception.
The Company's ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements and its
ability to achieve and maintain profitable operations. Management plans
to raise equity capital to finance the operating and capital requirements
of the Company. Amounts raised will be used to further development of
the Company's products, to provide financing for marketing and promotion,
to secure additional property and equipment, and for other working capital
purposes. While the Company is expending its best efforts to achieve
the above plans, there is no assurance that any such activity will
generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not include
any adjustments that might arise from this uncertainty.
8
eCLIC, Inc.
(a Development Stage Company)
Notes
Note 3 - Related party transactions
The Company does not lease or rent any property. Office services are
provided without charge by a director. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and
their other business interests. The Company has not formulated a policy
for the resolution of such conflicts.
9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
The original business of eClic, Inc. (eClic.com) was to market and
sell health care products through an Internet Web Site. The Company
planned to seek outside suppliers who would be willing to allow eClic.com
to merchandise, market and sell their products through the Company's
Internet Web site, for a nominal fee. The Company hoped to identify
suppliers would be responsible for inventory, billing and shipping their
products to the potential customers generated through the Company's Web
site. Additionally, the Company planned to seek advertisers to advertise
their product(s) on the Company's Web site. Although the Company's original
business objective has not been completely abandoned, due to the struggle of
Internet companies in the past year, the Company is currently assessing
various options and strategies to become a profitable corporation.
The Company has a limited operating history upon which an evaluation of
the Company, its current business and its prospects can be based, each
of which must be considered in light of the risks, expenses and
problems frequently encountered by all companies in the early stages
of development, and particularly by such companies entering new and
rapidly developing markets like the Internet. The Company's prospects
must be considered in light of the risks, uncertainties, expenses and
difficulties frequently encountered by companies in their early stages
of development, particularly companies in new and rapidly evolving
markets such as online commerce. Based on adverse market conditions and
the failure of many Internet "dot.com" companies, eClic has reconsidered
its original business plan, and is currently developing other business
strategies.
The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the
foreseeable future. The extent of these losses will depend, in part,
whether the Company's can develop a strategy to generate revenues on its
Web site. As of June 30, 2001, the Company had an accumulated deficit
of $42,142 dollars. The Company expects that its operating expenses will
increase significantly during the next several months, especially in
the areas of testing marketing concepts and developing a brand identity.
To the extent that increases in its operating expenses precede or are not
subsequently followed by commensurate increases in revenues, or that the
Company is unable to adjust operating expense levels accordingly, the
Company's business, results of operations and financial condition would be
materially and adversely affected. There can be no assurances that the
Company can achieve or sustain profitability or that the Company's operating
losses will not increase in the future.
Going Concern - The Company experienced operating losses for the period
ended June 30, 2001. The financial statements have been prepared
assuming the Company will continue to operate as a going concern which
contemplates the realization of assets and the settlement of
liabilities in the normal course of business. No adjustment has been
made to the recorded amount of assets or the recorded amount or
classification of liabilities which would be required if the Company
were unable to continue its operations. As discussed in Note 5, of
the notes to the financial statements, management believes it has
enough funds to operate for the next twelve (12) months without the
need to raise additional capital to meet its obligations in the normal
course of business.
Unclassified Balance Sheet - In accordance with the provisions of SFAS
No. 53, the Company has elected to present an unclassified balance sheet.
10
Loss Per Share - The Company adopted the provisions of Statement
Of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per
Share" that established standards for the computation, presentation
and disclosure of earnings per share ("EPS"), replacing the
presentation of Primary EPS with a presentation of Basic EPS. It also
requires dual presentation of Basic EPS and Diluted EPS on the face of
the income statement for entities with complex capital structures.
The Company did not present Diluted EPS since it has a simple capital
structure.
Results of Operations
During the Second Quarter ended June 30, 2001, the Company did not
generate any revenues. In addition, the Company does not expect to
generate any profit for the next year.
In its most recent six month operating period ended June 30, 2001, the
Company did not generate any revenues; and, the Company incurred a net loss
of $7,341 as compared to net loss of $7,707 for the same period last year,
this net loss included amortization costs of $1,300, and general and
administrative expenses of $6,041; and, a negative cash flow $6,040 for the
first six months of this fiscal year. During the Second Quarter, the
Company continued to seek new strategies for its website. The majority of
the Company's expenses for the Quarter included administrative fees, which
mainly included accounting fees to fulfill SEC fully reporting requirements.
Since the Company's inception the Company has lost $42,142.
Plan of Operation
Management does not believe that the Company will be able to generate
revenues during the coming year, unless the company can define a better
strategy to market products through its website. Management does not
believe the company will generate any profit in the near future,
as developmental and marketing costs will most likely exceed any
anticipated revenues.
As stated earlier in this filing, the Company believes it has enough
monies to sustain itself for the next twelve months, during this
developmental process.
11
Liquidity and Capital Resources
On April 5, 1999, the Company completed a public offering of shares of
Common stock of the Company pursuant to Regulation D, Rule 504 of the
Securities Act of 1933, as amended, whereby it sold 500,000 shares of
the Common Stock of the Company to 40 unaffiliated shareholders of
record. The Company filed an original Form D with the Securities and
Exchange Commission on or about March 22, 1999. On April 5, 1999,
the Company has 1,500,000 shares of common stock issued and outstanding
held by 41 shareholders of record.
On May 4, 2000, the Company sold 15,000 shares of its $0.001 par value common
stock in a Regulation D, Rule 506 of the Securities Act of 1933, as amended,
private placement offering to one investor. The offering raised a total of
$30,000, of which $15 is common stock and $29,985 is additional paid-in
capital.
The Company is a developmental stage company whose original principal
business objective was to sell and market health related products
or products which offer the Company potential revenues, and generate
advertising revenues from other vendors who sell and market products
through the World Wide Internet. Although the Company's original business
objective has not been completely abandoned, due to the struggle of Internet
companies in the past year, the Company is currently assessing various
options and strategies to become a profitable corporation.
The Company currently has 2 employees who are both officers and
directors of the Company. These employees received no compensation
through June 30, 2001. The Company does not plan to hire any
additional employees until it can become an profitable entity.
The Company has no material commitments for capital expenditures nor
does it foresee the need for such expenditures over the next year.
12
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 regulation; and other factors, most of which
are beyond the control of the Company.
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar
terms. These statements appear in a number of places in this Registration and
include statements regarding the intent, belief or current expectations of
the Company, its directors or its officers with respect to, among other
things: (i) trends affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business and growth
strategies; (iii) the Internet and Internet commerce; and, (iv) the Company's
financing plans. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance and involve significant
risks and uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of various
factors. Factors that could adversely affect actual results and performance
include, among others, the Company's limited operating history, dependence
on continued growth in the use of the Internet, the Company's inexperience
with the Internet, potential fluctuations in quarterly operating results and
expenses, security risks of transmitting information over the Internet,
government regulation, technological change and competition.
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.
13
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended June 30, 2001, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
3 Articles of Incorporation & By-Laws
(a) Articles of Incorporation of the Company filed March
15, 1999. Incorporated by reference to the exhibits to
the Company's General Form For Registration Of Securities
Of Small Business Issuers on Form 10-SB, previously filed
with the Commission.
(b) By-Laws of the Company adopted March 2, 1999.
Incorporated by reference to the exhibits to the Company's
General Form For Registration Of Securities Of Small
Business Issuers on Form 10-SB, previously filed with the
Commission.
13 Annual or Quarterly Reports
(a) Form 10-KSB for the years ended December 31, 1999 and
December 31, 2000. Incorporated by reference to the
Company's Annual Report for Small Business Issuers on
Form 10-KSB, previously filed with the Commission.
(b) Form 10-QSB for the Quarters ended September 30, 1999,
March 31, 2000, June 30, 2000, September 30, 2000 and March
31, 2001. Incorporated by reference to the Company's
Quarterly Report for Small Business Issuers on Form 10-QSB,
previously filed with the Commission.
23 Consent of Experts and Counsel
(a) Consent of Independent Public Accountant
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
eClic, Inc.
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(Registrant)
Dated: July 23, 2001
/s/ Justine M. Daniels
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Justine M. Daniels
President and Chief Executive Officer
15