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, 2002
- --------------------------------------------------------------------------
[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
- --------------------------------------------------------------------------
Commission File Number: 0-26181
- --------------------------------------------------------------------------
eCLIC, INC.
- --------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 86-0945116
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8455 W. Sahara, Suite 130
Las Vegas, NV 89117
- -------------------------------------------------------------------------
(Address of principal executive offices)
(888) 971-1336
- -------------------------------------------------------------------------
(Issuer's telephone number)
- -------------------------------------------------------------------------
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 [x] No [ ]
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, 2002. Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
June 30, 2002.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 4
Statements of Operations (unaudited)................. 5
Statements of Cash Flows (unaudited)................. 6
Notes to Financial Statements........................ 7
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 13
Item 2. Changes in Securities and Use of Proceeds............ 13
Item 3. Defaults upon Senior Securities...................... 13
Item 4. Submission of Matters to a Vote
of Security Holders................................. 13
Item 5. Other Information..................................... 13
Item 6. Exhibits and Reports on Form 8-K...................... 14
Signatures...................................................... 14
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, 2002. 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, 2002, follow.
3
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
BALANCE SHEET
(unaudited)
June 30, December 31,
2002 2001
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 22,774 $ 28,343
------------ ------------
Total current assets 22,774 28,343
------------ ------------
$ 22,774 $ 28,343
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: $ - $ -
------------ ------------
Stockholders' Equity:
Preferred stock, $0.001 par value, 5,000,000
shares authorized, no 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 (59,079) (53,510)
------------ ------------
22,774 28,343
------------ ------------
$ 22,774 $ 28,343
============ ============
4
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS
Three Months Ending Six Months Ending
June 30, June 30, March 1, 1999
------------------- ------------------- (Inception) to
2002 2001 2002 2001 June 30, 2002
--------- --------- --------- --------- --------------
Revenue $ - $ - $ - $ - $ 776
--------- --------- --------- --------- --------------
Expenses:
Amortization expense - 650 - 1,300 6,936
Research and
development - - - - 3,650
Impairment loss - - - - 6,065
General and
administrative
expenses 2,600 2,789 5,600 6,041 43,235
--------- --------- --------- --------- --------------
Total expenses 2,600 3,439 5,600 7,341 59,886
--------- --------- --------- --------- --------------
Other income:
Interest income 31 - 31 - 31
--------- --------- --------- --------- --------------
Net (loss) $ (2,569) $ (3,439) $ (5,569) $ (7,341) $ (59,079)
========= ========== ========= ========= =============
Weighted average
number of common
shares outstanding -
basic and fully
diluted 1,515,000 1,515,000 1,515,000 1,515,000
========= ========= ========= =========
Net (loss) per share-
basic & fully diluted$ (0.00) $ (0.00) $ (0.00) $ (0.00)
========= ========= ========= =========
5
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS
March 1, 1999
Six months ending (inception)to
June 30, June 30,
--------------------
2002 2001 2002
--------- --------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (5,569) $ (3,439) $ (59,079)
Impairment loss - - 6,065
Amortization expense - - 6,935
--------- --------- ------------
Net cash (used) by operating activities (5,569) (3,439) (46,079)
--------- --------- ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets - - (13,000)
--------- --------- -------------
Net cash (used) by investing activities - - (13,000)
--------- --------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of common stock - - 81,853
--------- --------- ------------
Net cash provided by financing activities - - 81,853
--------- --------- ------------
Net increase (decrease) in cash (5,569) (3,439) 22,774
Cash - beginning 28,343 - -
--------- --------- ------------
Cash - ending $ 22,774 $ (3,439) $ 22,774
========= ========= ============
Supplemental disclosures:
Interest paid $ - $ - $ -
========= ========= =============
Income taxes paid $ - $ - $ -
========= ========= =============
6
ECLIC, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES
NOTE 1 - BASIS OF PRESENTATION
The 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
interim financial statements be read in conjunction with the financial
statements of the Company for the period ended December 31, 2001 and notes
thereto included in the Company's Form 10-KSB. 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
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred a net loss of $50,079 for the period from
March 1, 1999 (inception) to June 30, 2002, and had no sales. The future of
the Company is dependent upon its ability to obtain financing and upon future
profitable operations from the development of its new business opportunities.
Management has plans to seek additional capital through private placements and
public offerings of its common stock. The financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
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.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company does not lease or rent any additional 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.
7
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, specifically prescription drug products, through
its Internet Web Site. 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. Since the inception of this business strategy,
government regulations have limited the selling prescription medications
through websites, as such, in order to stay compliant with government
regulations, the Company abandoned it original business plan. The Company
is now in the process of developing a new business strategy. 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 was incorporated in the State of Nevada on March 1, 1999.
Accordingly, 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.
The ability of the Company to manage its operations, including the amount and
timing of capital expenditures and other costs relating to the expansion of
the company's operations, the introduction and development of different or
more extensive communities by direct and indirect competitors of the Company,
including those with greater financial, technical and marketing resources,
the inability of the Company to attract, retain and motivate qualified
personnel and general economic conditions.
8
The Company has not achieved profitability to date, and the Company
anticipates that it will continue to incur net losses for the foreseeable
future. As of June 30, 2001, the Company had an accumulated deficit of
fifty-nine thousand seventy-nine ($59,079) dollars. The Company expects
that its operating expenses will increase significantly during the next
several years, especially in the areas of sales and marketing, and brand
promotion. Thus, the Company will need to generate increased revenues to
achieve profitability. 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.
The Company is currently assessing various options and strategies to become
a profitable corporation. The analysis of new businesses opportunities and
evaluating new business strategies will be undertaken by or under the
supervision of the Company's President. In analyzing prospective businesses
opportunities, management will consider, to the extent applicable, the
available technical, financial and managerial resources of any given business
venture. Management will also consider the nature of present and expected
competition; potential advances in research and development or exploration;
the potential for growth and expansion; the likelihood of sustaining a profit
within given time frames; the perceived public recognition or acceptance of
products, services, trade or service marks; name identification; and other
relevant factors. The Company anticipates that the results of operations of
a specific business venture may not necessarily be indicative of the potential
for future earnings, which may be impacted by a change in marketing
strategies, business expansion, modifying product emphasis, changing or
substantially augmenting management, and other factors.
The Company will analyze all relevant factors and make a determination based
On a composite of available information, without reliance on any single
factor. The period within which the Company will decide to participate in a
given business venture cannot be predicted and will depend on certain
factors, including the time involved in identifying businesses, the time
required for the Company to complete its analysis of such businesses, the
time required to prepare appropriate documentation and other circumstances.
Going Concern - The Company experienced operating losses for the period ended
June 30, 2002. 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 2,
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.
9
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, 2002, 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, 2002, the
Company did not generate any revenues; and, the Company incurred a net loss
of $5,600 as compared to net loss of $7,341 for the same period last year,
this net loss included general and administrative expenses of $7,341; and,
a negative cash flow $5,569 for the second 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 $59,079.
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.
10
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, 2002. 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.
Market Information
The common stock of the Company is not traded on the NASDAQ OTC Bulletin
Board or any other formal or national securities exchange. There is no
trading market for the Company's Common Stock at present and there has
been no trading market to date.
There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the
Company's common stock.
11
Dividends
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we
do not anticipate paying any dividends on our common stock in the foreseeable
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 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; and, (iii) 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, potential fluctuations in quarterly
operating results and expenses, 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.
12
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, 2002, 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,
December 31, 2000 and December 31, 2001, 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,
June 30, 2000, June 30, 2000, September 30, 2000, March
31, 2001, June 30, 2001, September 30, 2001 and March 31,
2002, incorporated by reference to the Company's Quarterly
Report for Small Business Issuers on Form 10-QSB, previously
filed with the Commission.
13
Reports on Form 8-K
None filed during the first six months ended June 30, 2002.
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.
------------
(Registrant)
Dated: July 24, 2002
/s/ Justine M. Daniels
- -----------------------
Justine M. Daniels
President, Chief Executive Officer, and
Chief Financial Officer
14