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 March 31, 2005
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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 [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
The Registrant has 70,000,000 Common Stock, authorized, 11,515,000 shares
of Common stock issued and outstanding, par value $0.001 per share as of
March 31, 2005. Preferred Stock, $0.001 par value per share, 5,000,000
shares authorized, no Preferred Stock issued nor outstanding as of
March 31, 2005.
Traditional Small Business Disclosure Format (check one)
Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Independent Accountant's Review Report............... 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
Item 3. Controls and Procedures................................ 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 16
Item 2. Changes in Securities and Use of Proceeds............ 16
Item 3. Defaults upon Senior Securities...................... 16
Item 4. Submission of Matters to a Vote
of Security Holders................................. 16
Item 5. Other Information..................................... 16
Item 6. Exhibits and Reports on Form 8-K...................... 16
Signatures...................................................... 17
2
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 three months ended March 31, 2005. 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 three months ended
March 31, 2005, follow.
3
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
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PCAOB REGISTERED
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Eclic, Inc.
Las Vegas, Nevada
We have reviewed the accompanying consolidated interim balance sheet of Eclic,
Inc, as of March 31, 2005 and the associated condensed statement of operations,
stockholders' equity and cash flows for the three months ended March 31, 2005.
These interim financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public Company Accounting Oversight Board, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying interim financial statements for them to be in
conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue and no
operations. This raises substantial doubt about the Company's ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from this uncertainty.
/s/ Moore & Associates, Chartered
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Moore & Associates, Chartered
Las Vegas, Nevada
May 20, 2005
2675 S. JONES BLVD. SUITE 109, LAS VEGAS, NEVADA 89146
(702) 253-7511 FAX: (702)253-7501
4
eClic, Inc.
(a Development Stage Company)
Balance Sheets
Balance Sheets
March 31,
2005 December 31,
(Unaudited) 2004
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Assets
Current assets:
Cash $ 8,748 $ 10,168
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Total current assets 8,748 10,168
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$ 8,748 $ 10,168
=========== ============
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, $0.001 par value, 70,000,000
shares authorized, 11,515,000 shares issued
and outstanding as of 03/31/05 and
12/31/04 respectfully 11,515 11,515
Additional paid-in capital 80,338 80,338
Deficit accumulated during development stage (83,105) (81,685)
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8,748 10,168
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$ 8,748 $ 10,168
=========== ============
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 Months Ending March 31, 2005 and 2004
and For the Period March 1, 1999 (Inception) to March 31, 2005
Statement of Operations
Three Months Ending March 1, 1999
March 31, (Inception) to
------------------------ March 31
2005 2004 2005
----------- ----------- --------------
Revenue $ - $ - $ 776
Expenses:
Amortization expense - - 6,936
Research and development - - 3,650
Impairment loss - - 6,065
General and administrative expenses 1,440 3,328 67,419
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Total expenses 1,440 3,328 75,438
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Other income:
Interest income 20 12 189
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Total other income 20 12 189
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Net (loss) $ (1,420) $ (3,316) $ (83,105)
=========== =========== ===============
Weighted average number of
common shares outstanding - basic
and fully diluted 11,515,000 11,515,000 11,515,000
=========== =========== ==============
Net (loss) per share - basic and
fully diluted $ (0.00) $ (0.00) $ (0.01)
=========== =========== ==============
The Accompanying Notes are an Integral Part of These Financial Statements.
6
eClic, Inc.
(a Development Stage Company)
Statement of Cash Flows
(unaudited)
For the Three Months Ending March 31, 2005 and 2004
and For the Period March 1, 1999 (Inception) to March 31, 2005
Statement of Cash Flows
Three Months Ending March 1, 1999
March 31, (Inception) to
------------------ March 31,
2005 2004 2005
-------- -------- -----------------
Cash flows from operating activities
Net (loss) $ (1,420) $ (3,316) $ (83,105)
Impairment loss - - 6,065
Amortization expense - - 6,935
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Net cash used by operating activities (1,420) (3,316) (70,105)
-------- -------- -----------------
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 - - 91,853
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Net cash provided by financing activities - - 91,853
-------- -------- -----------------
Net (decrease) increase in cash (1,420) (3,316) 8,748
Cash - beginning 10,168 20,642 -
-------- -------- -----------------
Cash - ending $ 8,748 $ 17,326 $ 8,748
======== ======== =================
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 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, 2003 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 March 31, 2005, the Company
has recognized $776 in revenues and has accumulated operating losses of
approximately $83,105 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, specifically prescription drug products, through
its Internet website. 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 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.
10
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 March 31, 2005, the Company had an accumulated deficit of
$(83,105) dollars. 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 a 12(g) registered company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). As a "reporting company,"
management believes the Company may be more attractive to a private acquisition
target because its common stock shares may thereby be quoted on the OTC
Bulletin Board.
The Company is currently assessing various options and strategies. The
analysis of new businesses opportunities and evaluating new business
strategies will be undertaken by or under the supervision of the Company's
acting 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, since its inception
On July 1, 1999 through the period ended March 31, 2005. 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. (See Financial Footnote 2) 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.
11
Results of Operations
During the three month period ended March 31, 2005, 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 three month operating period ended March 31, 2005, the
Company did not generate any revenues. During the three months ended
March 31, 2005, the Company had a net loss of $(1,420) as compared to a net
loss of $(3,316) for the same period last year. The majority of these expenses
represented general and administrative expenses, particularly accounting and
audit fees to maintain the fully reporting status of the Company. During the
Third Quarter, the Company continued to seek new strategies for its business
plan. Since the Company's inception, on March 1, 1999, the Company experienced
a net lost $(83,105).
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 develop a marketing strategy and business plan. 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. Management is hopeful that being a reporting company will
increase the quality and number of prospective business opportunities that
may be available to the Company.
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 believes it has enough monies to sustain itself for the next twelve
months. However, there can be no assurances to that effect, as the Company has
no revenues and the Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that period. In the
event the Company requires additional funds, the Company will have to seek
loans or equity placements to cover such cash needs. There is no assurance
additional capital will be available to the Company on acceptable terms. In
the event the Company is able to complete a business combination during this
period, lack of its existing capital may be a sufficient impediment to prevent
it from accomplishing the goal of completing a business combination. There is
no assurance, however, that without funds it will ultimately allow registrant
to complete a business combination. Once a business combination is completed,
the Company's needs for additional financing are likely to increase
substantially.
12
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.
On December 30, 2003, the Company issued 10,000,000 shares of the Company's
common stock to an individual for $10,000 in cash to help further capitalize
the Company. Subsequently, this individual was appointed as Director and
President of the Company.
As of March 31, 2005, the Company has 11,515,000 shares of common stock
issued and outstanding held by approximately 43 shareholders of record.
The Company has limited financial resources available, which has had an
adverse impact on the Company's liquidity, activities and operations.
These limitations have adversely affected the Company's ability to obtain
certain projects and pursue additional business. Without realization of
additional capital, it would be unlikely for the Company to continue as a
going concern. In order for the Company to remain a Going Concern it will
need to find additional capital. Additional working capital may be sought
through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders),
or from other available funding sources at market rates of interest, or a
combination of these. The ability to raise necessary financing will depend
on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time
financing is sought. No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
Therefore, management is currently assessing options, so that the Company
can remain a Going Concern. These options include, but are not limited to:
management advancing the Company funding; a 505/506 Offering; or developing
a strategic alliance with a better funded company.
As a result of our the Company's current limited available cash, no officer
or director received compensation through the three months ended March 31,
2005. No officer or director received stock options or other non-cash
compensation since the Company?s inception through March 31, 2005. The
Company no longer has any employment agreements in place with its officers.
Nor does the Company owe its officers any accrued compensation, as the
Officers agreed to work for company at no cost, until the company can
Become profitable on a consistent Quarter-to-Quarter basis.
13
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.
The Company did not repurchase any of its shares during the first quarter
of the fiscal year covered by this report.
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.
14
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.
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this
evaluation, the principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are effective
to ensure that information required to be disclosed by the Company in reports
that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There was no change in the Company's
internal control over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
15
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 March 31, 2005, no matters were submitted to
the Company's security holders.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Title of Document
----------------------------------------------------------------
31.1 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
b) Reports on Form 8-K
The Company filed a Current Report dated March 25, 2005 on Form 8-K
pursuant to Item 4.01; ("Changes in Registrant's Certifying Accountant")
and Item 9.01 ("Exhibit 16").
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: May 20, 2005 eClic, Inc.
------------ ------------
(Registrant)
/s/ Evagelina Esparza Barrza
----------------------------
Evagelina Esparza Barrza
Chief Executive Officer
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
BY: \s\ Evagelina Esparza Barrza Dated: May 20, 2005
----------------------------- ------------
Evagelina Esparza Barrza
President
Chief Executive Officer
Chief Finacial Officer
and Director
17